Directors Report of Elin Electronics Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 43^rd Annual Report of ELIN ELECTRONICS LIMITED ("your Company")
together with the Audited Financial Statements (Standalone as well as Consolidated) of the Company, for the financial year
ended 31^st March, 2025.

FINANCIAL PERFORMANCE SUMMARY

The summarized financial performance highlight is as mentioned below:

(Figures in ? in Million)

Particulars	Standalone		Consolidated
	31^st March, 2025	31^st March, 2024	31^st March, 2025	31^st March, 2024
Revenue from Operations	9,449.47	8,352.00	11,802.06	10,417.17
Other Income	102.70	90.20	183.44	91.07
Total Income	9,552.17	8,442.20	11,985.50	10,508.24
Profit before Finance Cost, Depreciation, Impairment and Amortization expenses	539.24	445.74	707.10	496.48
Less: Finance Cost	62.28	77.32	75.83	81.16
Profit before Depreciation, Impairment and Amortization expenses	476.96	368.42	631.27	415.32
Depreciation, Impairment and Amortization expenses	204.13	186.50	246.12	218.49
Profit before Taxes	272.83	181.92	385.15	196.83
Less: Provision for Current Tax	49.63	54.95	69.05	56.86
Provision for Deferred Tax	21.48	(0.42)	22.88	1.23
Profit for the year	201.72	127.39	293.22	138.74
EPS (Basic and diluted) (amount in ?)	4.06	2.57	6.11	2.90

PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

During the year under review, the Standalone revenue from
operations increased by 13.14% to ? 9,449.47 Million as
against ? 8,352.00 Million in the previous financial year. The
net profit after tax increased by 58.35% to 201.72 Million as
against ? 127.39 Million in the previous financial year.

The consolidated revenue from operations increased
by 13.29% to ? 11,802.06 Million as against ? 10,417.17
Million in the previous financial year. The consolidated net
profit after tax increased by 111.35% to 293.22 Million as
against ? 138.74 Million in the previous financial year.

DIVIDEND

The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") is
annexed as Annexure-I to this Report and is also available
on the website of the Company at https://www.elinindia.
com/pdf/investors/policies/Dividend-Distribution-Policy.
pdf. The Board do not recommend any dividend for
F.Y. 2024-25.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the
F.Y. 2024-25.

MATERIAL CHANGES AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR AND THE DATE OF THE
REPORT

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year and the date of this report.

DISCLOSURE ABOUT UTILIZATION OF INITIAL PUBLIC
OFFER (IPO) PROCEEDS

Your Company discloses to the Audit Committee the
uses/ application of proceeds/funds raised from the
initial public offer (IPO) as a part of the quarterly review of
Financial Results. Your Company has obtained monitoring
reports from the Monitoring Agency on a quarterly basis
confirming no deviation or variation in the utilization of IPO
proceeds from the objects stated in the Prospectus dated
23^rd December, 2022. Your Company has submitted the
statement(s) and Monitoring Agency Report as required
under Regulation 32 of the Listing Regulations to both the
Stock Exchanges where the equity shares of your Company
are listed, namely the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE).

The details of the proceeds of the Fresh Issue are set forth
helow

Particulars	Amount in Millions
Gross Proceeds of the Fresh Issue	? 1,750.00 Million
(Less) Net of provisional IPO	? 103.87 Million
Expenses
Net Proceeds	? 1,646.13 Million

The utilization of funds raised through IPO have been
mentioned hereunder:

Mode	Object	Amount Allocated (in Million)	Amount Utilized (in Million) as on 31^st March, 2025
IPO	Repayment/ prepayment, in full or part, of certain borrowings availed by our Company	'' 880.00	'' 880.00
	Funding capital expenditure towards upgrading and expanding our existing facilities at Ghaziabad, Uttar Pradesh, and Verna, Goa	'' 375.89	'' 351.48
	General corporate purposes	'' 390.24	'' 395.63*
	Net Proceeds	'' 1,646.13	'' 1627.11

* Adjusted based on the final share of Company''s share in
issue expenses

CHANGE IN SHARE CAPITAL

Details of changes in paid-up equity share capital during
the year under review, are as under:

Paid-up Equity Share Capital	Amount in Million
At the beginning of the year, i.e. as on	? 248.30
1^st April, 2024
At the End of the year, i.e. as on	? 248.30
31 ^st March, 2025

EMPLOYEE STOCK OPTION SCHEME

Elin Electronics Employee Stock option Plan 2024 (''ESOP
2024''/'' the Plan'') was approved hy the shareholders at
the 42^nd Annual General Meeting of the Company held on
30^th September, 2024 for issue and allotment of options
exercisable into not more than 5,00,000 equity shares to
eligible employees of the Company.

ESOP 2024 is administered by the Nomination and
Remuneration Committee (Compensation committee) of
the Board of Directors of the Company.

During the financial year under review, 2,50,000 options
were granted. The disclosure as required under Section
62(1)(b) of the Companies Act, 2013 (''The Act'') read with
Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 and Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 is available at the
website of the Company at www.elinindia.com.

QUALITY CERTIFICATION

The Company continued to have ISO 9001:2008
certification for ''Quality Management System Standard''
and ISO 14001:2015 certification for ''Environment
Management System Standard'' and TS: 16949: 2016
quality certifications for ''automotive parts''

RISK MANAGEMENT

Risk Management is integral to your Company''s strategy
and for the achievement of our long-term goals. Our
success as an organization depends on our ability to
identify and leverage the opportunities while managing the
risks.

The Risk Management Committee of the Company has
been entrusted by the Board with the responsibility of
reviewing the risk management process in the Company
and ensuring that the risk are brought within acceptable
limits. There is no major risk which may threaten the
existence of the Company.

Our approach to risk management is designed to provide
reasonable assurance that our assets are safeguarded, the
risks are being assessed and mitigated and all information
that may be required to be disclosed is reported to
Company''s Senior Management, the Audit Committee, the
Risk Management Committee and the Board.

Your Company has framed and implemented a Risk
Management Policy for the assessment and minimization
of risk, which may be accessed at https://www.elinindia.
com/pdf/investors/policies/Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROLS

including adherence to company''s policies, the safe
guarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial information. The Act also mandate the need
for an effective Internal Financial Control system in the
Company which should be adequate and shall operate
effectively. Rule 8(5)(viii) of Companies(Accounts) Rules,
2014 requires the information regarding adequacy of
Internal Financial Controls with reference to the financial
statements to be disclosed in the Board''s report.

The Company has adequate Internal Financial Control
System over financial reporting ensuring that all
transactions are authorized, recorded, and reported
correctly in a timely manner to provide reliable financial
information and to comply with applicable accounting
standards which commensurate with the size and volume
of business of the Company.

The Company believes that these systems provide
reasonable assurance that the Company''s internal financial
controls are adequate and are operating effectively as
intended. During the year under review, such controls
were tested by the Internal Auditors of the Company and
no material weaknesses or significant deficiencies in the
design or operations were observed and reported by the
Internal Auditors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

''Elin Appliances Private Limited'' is the wholly owned
subsidiary of your Company. There has been no change in
the nature of business of this subsidiary. During the year
under review ''Elin Appliances Private Limited'' was also
the material subsidiary of the Company, as per the Listing
Regulations.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013 ("the Act") read with the Companies
(Accounts) Rules, 2014 and in accordance with applicable
accounting standards, a statement containing the salient
features of financial statements of your Company''s
subsidiaries in Form No. AOC-1 is annexed to consolidated
Financial Statements. In accordance with the provisions of
Section 136 of the Act and the amendments thereto, and
the Listing Regulations, the audited Financial Statements,
including the consolidated financial statements and related
information of the Company and financial statements
of your Company''s subsidiaries have been placed on
the website of the Company viz. https://www.elinindia.
com/investors/#Financial-Reports. Your Company has
formulated a Policy for determining Material Subsidiaries.

The said policy is available on the website of the Company at
https://www.elinindia.com/pdf/investors/policies/Policy-on-
Material-Subsidiaries.pdf. No Company has become/ceased
to be an Associate or Joint Venture during F.Y. 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year
under review, as stipulated under the Listing Regulations, is
presented in a separate section, forming part of the Annual
Report.

CORPORATE GOVERNANCE

Your Company embeds sound Corporate Governance
practices and constantly strives to adopt emerging best
practices. It has always been the Company''s endeavor to
excel through better Corporate Governance and fair and
transparent practices. A Report on Corporate Governance
forms part of this Report. M/s. Akshat Garg & Associates,
Company Secretaries, (Firm Registration number. 10655),
the Secretarial Auditor of the Company during the
Financial Year 2024-25 vide their certificate dated 26^th May,
2025, have confirmed that the Company is and has been
compliant with the conditions stipulated in the chapter
IV of the Listing Regulations. The said certificate is also
forms part of Corporate Governance Report

BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Report on environment ,social
and governance disclosure as stipulated under Regulation
34(2)(f) of Listing Regulations is not applicable during
financial year 2024-25.

STANDALONE AND CONSOLIDATED FINANCIAL
STATEMENTS

The audited financial statements of the Company are drawn
up, both on standalone and consolidated basis, for the
financial year ended 31^st March, 2025, in accordance with
the requirements of the Companies (Indian Accounting
Standards) Rules, 2015 (Ind-AS) notified under Section 133
of the Act, read with relevant Rules and other accounting
principles. The Consolidated Financial Statement has been
prepared based on the financial statements received from
subsidiary as approved by their respective Board of Directors.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans/advances, guarantees and
investments under Section 186 of the Companies Act,
2013 are given in the notes forming part of the Financial
Statements.

PUBLIC DEPOSITS

The Company has not accepted any public deposits from
the public and as such, no amount on account of principal
or interest on public deposits was outstanding as on the
date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:

The Shareholders by way of Special Resolution passed on
11^th August, 2024 have approved the re-appointment of Ms.
Shilpa Baid (DIN: 08538622) as an Independent Director for
a second term of 5 consecutive years w.e.f. 16^th August,
2024 to 15^th August, 2029.

The Shareholders also by way of Special Resolution passed
on 11^th August, 2024 have also approved re-appointment
and fixation of remuneration of Mr. Mangilall Sethia
(DIN:00081367) as Chairman and Whole-time Director for
period of 3 years w.e.f. 1^st October, 2024 to 30^th September,
2027.

Further, the shareholders by way of Special Resolution
passed on 4^th May, 2025 have approved the appointment
of Ms. Priyanka Jain (DIN:00618931) as an Independent
Director for a first term of 5 consecutive years w.e.f.
8^th February, 2025 to 7^th February, 2030.

Ms. Priyanka Jain (DIN:00618931) is also serving as an
Independent Director on the Board of Elin Appliances
Pvt Ltd (Material Subsidiary) in terms of provisions of
Regulation 24(1) of the Listing Regulations.

Mr. Kamal Singh Baid (DIN:07149567) Non-Executive
Independent Director of the Company has completed his
second and final term of five (5) consecutive years on
29^th March, 2025. Consequently, he cease to be the Director
of the company and its material subsidiary and Member of
the respective committees of the Board with effect from
30^th March, 2025.

The Board of Directors and Management of the Company
expressed deep appreciation and gratitude for the invaluable
contributions, guidance and services rendered by Mr. Kamal
Singh Baid (DIN:07149567) during his tenure as a NonÂ¬
Executive and Independent Director of the Company.

Mr. Sumit Sethia (DIN: 00831799), Whole-time Director
whose current term is expiring on 2^nd June, 2025 was
reappointed upon the recommendation of Nomination and
Remuneration Committee, Audit Committee and Board of
Directors in their respective meetings held on 26^th May, 2025
subject to Shareholders approval for a period of 5 years w.ef.
3^rd June, 2025 to 2^nd June, 2030.

Mr. Kamal Sethia (DIN: 00081116), Managing Director and
Mr. Sanjeev Sethia (DIN:00354700), Whole-time Director
whose current term are expiring on 31^st March, 2026 was
reappointed upon the recommendation of Nomination and
Remuneration Committee, Audit Committee and Board of
Directors in their respective meetings held on 26^th May, 2025
subject to Shareholders approval for a period of 5 years
w.e.f. 1^st April, 2026 to 31^st March, 2031.

In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Sanjeev Sethia (DIN:
00354700), Whole-time Director and Mr. Sumit Sethia
(DIN: 00831799), Whole-time Director of the Company, are
liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, have offered themselves for reÂ¬
appointment. The Board of Directors on the recommendation
of the Nomination and Remuneration Committee ("NRC")
have recommended their re-appointment for approval of
shareholders in the ensuing Annual General Meeting.

The Company has received declarations from the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations. They have complied with
the Code for Independent Directors prescribed in Schedule
IV of the Companies Act, 2013. Ms. Shilpa Baid and Ms.
Priyanka Jain, the Independent Directors of the Company
has passed an online proficiency self-assessment test
conducted by the Indian Institute of Corporate Affairs
in February, 2022 and April, 2022 respectively. Mr. Ashis
Chandra Guha, Independent Director of the Company has
also passed an online proficiency self-assessment test
conducted by the Indian Institute of Corporate Affairs in
October, 2023.

The Board confirms that independent director appointed
during the year possess the desired integrity, expertise and
experience. The Independent Directors of the Company
stated that they are in compliance with the Section 150
of the Companies Act, 2013 read with Rule 6 (1) & (2) of
the Companies (Appointment & Qualification of Directors)
Rules, 2014.

In the opinion of Board, Independent Directors fulfil the
conditions specified in the Companies Act, 2013 read with
schedules and rules thereto as well as the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Independent Directors are independent of
management.

During the year under review, the non-executive directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and
reimbursement of expenses, if any.

The brief profile, pursuant to Secretarial Standards-2 and
Regulation 36(3) of Listing Regulations, of the Directors
eligible for appointment/ re-appointment forms part of the
Notice of Annual General Meeting.

Key Managerial Personnel:

As on the date of this report, the following are Key
Managerial Personnel ("KMPs") of your Company as per
Sections 2(51) and 203 of the Act:

(a) Mr. Mangilall Sethia- Chairman & Whole-Time Director

(b) Mr. Kamal Sethia - Managing Director

(d) Mr. Sumit Sethia - Whole-Time Director

(e) Mr. Kishore Sethia - Director (Operations)*

*not on the Board of the Company

(f) Mr. Raj Karan Chhajer - Chief Financial Officer

(g) Mr. Praveen Tandon- Chief Executive Officer
(Appointed w.e.f. 17^th April, 2024 )

(h) Ms. Lata Rani Pawa - Company Secretary and
Compliance Officer

BOARD EVALUATION

The Board has carried out an annual evaluation of its
own performance, the Directors individually as well as the
evaluation of the working of its Committees, in the manner
as enumerated in the Nomination and Remuneration
Policy, in accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The evaluation exercise
covered various aspects of the Board''s functioning such as
composition of the Board & Committee(s), their functioning
& effectiveness, contribution of all the Directors and the
decision making process by the Board.

Your Directors express their satisfaction with the evaluation
process and inform that the performance of the Board as
a whole, its Committees and its member individually were
adjudged satisfactory.

MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1
(''SS- 1'') read with the Guidance Note on SS-1 and Listing
Regulations the meeting of the Independent Directors was
held on 8^th February, 2025.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS

In compliance with the requirements of the Listing
Regulations, the Company has put in place a familiarization
program for the Independent Directors to familiarize them
with their roles, rights and responsibility as Directors,
working of the Company, nature of the industry in which
the Company operates, business model etc.

The details of the familiarization program are explained in the
Corporate Governance Report. The same is also available on
the website of the Company at www.elinindia.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act,
with respect to Directors'' Responsibility Statement, the
Directors of the Company confirm that:

(a) in the preparation of the annual accounts for the year
ended 31^st March, 2025, the applicable accounting
standards had been followed along with proper
explanation relating to material departures;

(b) the directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31^st March, 2025 and of the profits of
the Company for the year ended on that date;

(c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a
going concern basis;

(e) the Directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

MEETINGS OF THE BOARD

During the Financial year Six meetings of the Board were
held on 16^th April, 2024, 30^th May, 2024, 5^th July, 2024,
6^th August, 2024, 12^th November, 2024 and 8^th February,
2025. One Resolution by Circulation has been passed by
Board of Directors on 31^st March, 2025.

The necessary quorum was present at all the meetings.
The intervening gap between any two meetings was not
more than one hundred and twenty days as prescribed by
the Act. A detailed update on the Board & its Committees,
composition thereof, number of meetings held during
the F.Y. 2024-25 and attendance of the Directors at such
meetings are provided in the "Corporate Governance Report".

REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure comprising particulars with respect to the
remuneration of directors and employees and other details,
as required to be disclosed in terms of the provisions of
Section 197(12) of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed as "Annexure-II" to this Report.

BOARD COMMITTEES

The Board has duly constituted following Committees,
which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholder''s Relationship Committee

E. Risk Management Committee

A detailed update on the attendance and terms of reference
of aforesaid Committees are provided in the "Corporate
Governance Report".

AUDIT COMMITTEE

The Audit Committee comprises of Ms. Priyanka Jain
Independent Woman Director as a Chairperson*. Ms. Shilpa
Baid, Independent Woman Director as member, Dr. Shanti
Lal Sarnot, Independent Director as member and Mr. Kamal
Sethia, Managing Director as its member. The Committee
met 5 ( Five) times during the year under review on
21^th May, 2024, 30^th May, 2024, 6^th August, 2024,
12^th November, 2024 and 8^th February, 2025.

* Designated as Chairperson w.e.f. 31^st March, 2025.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC)
comprises of Ms. Priyanka Jain Independent Woman
Director as a Chairperson*, Ms. Shilpa Baid, Independent
Woman Director as member and Dr. Shanti Lal Sarnot,
Independent Director as member. Three meetings of the
Nomination and Remuneration Committee (NRC) were
held during the year dated on 30^th May, 2024, 6^th August,
2024, and 8^th February, 2025.

* Designated as Chairperson w.e.f. 31^st March, 2025.

The Nomination & Remuneration Policy of the Company is
in place and attached as Annexure-III and also uploaded

on the website of the Company at the following link:
https://www.elinindia.com/pdf/investors/policies/
Nomination-Remuneration-Policy.pdf

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises
of Ms. Priyanka Jain Independent Woman Director as
a Chairperson*, Ms. Shilpa Baid, Independent Woman
Director as member and Mr. Kamal Sethia, Managing
Director as member. Three meetings of the Stakeholder''s
Relationship Committee (SRC) were held during the year
dated on 30^th May, 2024, 6^th August, 2024 and 8^th February,
2025.

* Designated as Chairperson w.e.f. 31^st March, 2025.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises of Mr. Kamal
Sethia, Managing Director as Chairman, Mr. Sanjeev Sethia,
Whole-Time Director as Member and Ms. Priyanka Jain,
Independent Woman Director as Member*. Two meetings of
the Risk Management Committee (RMC) were held during
the year dated on 8^th February, 2025 and 29^th March, 2025.

* Appointed as member w.e.f. 8^th February, 2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) committee
comprises of Mr. Kamal Sethia, Managing Director as
Chairman, Mr. Sanjeev Sethia, Whole-time Director as
member and Ms. Priyanka Jain, Independent Woman
Director as Member*. Three meetings of the CSR
committee were held during the year on 30^th May, 2024, 6^thAugust, 2024, and 8^th February, 2025.

* Appointed as member w.e.f. 8^th February, 2025.

The CSR activities and programs undertaken by your
Company are in accordance with the provisions of
Section 135 of the Act and rules made thereunder. The
CSR initiatives of the Company during the year under
review focused on promoting education, promoting
health care including preventive health care and ensuring
environmental sustainability. The annual report on CSR
activities is annexed and forms part of this report as
Annexure-IV. The CSR policy is available on the website
of your Company at https://www.elinindia.com/pdf/
investors/csr/CSR-Policy.pdf

Further, the Chief Financial Officer of your Company has
certified that the CSR spends of your Company for the
FY 2024-25 have been utilized for the purpose and in the
manner approved by the Board of Directors of the Company.

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm
Registration No. 301003E/ E300005), the Statutory Auditors
of the Company had been appointed as the Statutory
Auditors for a first term of 4 consecutive years from the
conclusion of 41^st Annual General Meeting (AGM) held on
30^th September, 2023 till conclusion of 45^th AGM of the
Company to be held in the year 2027 at such remuneration
plus applicable taxes, and out of pocket expenses, as may
be determined and recommended by the Audit Committee
in consultation with the Auditors and duly approved by the
Board of Directors and Shareholders of the Company.

Further, the Auditors have confirmed their eligibility under
Section 141 of the Companies Act, 2013 read with rules
made thereunder.

The Auditors'' Report read along with Notes to Accounts is
self-explanatory and therefore does not call for any further
comments.

The Auditor''s Reports on the Standalone and the
Consolidated Financial Statements for the financial year
ended 31^st March, 2025 does not contain any qualification,
reservation or adverse remark requiring any explanations/
comments by the Board of Directors. No fraud has been
reported by the Statutory Auditors under Section 143(12)
of the Companies Act, 2013 and the rules made thereunder.

COST AUDITORS

The Board upon the recommendation of Audit Committee,
has re-appointed M/s Bhavna Jaiswal & Associates, Cost
Accountants (Firm Registration number 100608), as Cost
Auditors for conducting the audit of cost records of the
Company for the financial year 2025-26. A proposal for
ratification of remuneration of the Cost Auditors for the
financial year 2025-26 is placed before the shareholders at
the ensuing AGM of the Company.

No fraud has been reported by the Cost Auditors under
section 143(12) of the Companies Act, 2013 and rules
made thereunder.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT
REPORT

In terms of the provisions of Section 204 of the Act read with
Rule 9 of Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2014, your Company
has appointed M/s Akshat Garg & Associates, Company
Secretaries as Secretarial Auditor to conduct Secretarial Audit
of the Company for the financial year 2024-25.

Further, in compliance of Regulation 24A of the Listing
Regulations, Company''s unlisted material subsidiary

also undergo Secretarial Audit and the Secretarial
Audit Reports of the Company and its unlisted material
subsidiary in the prescribed Form No. MR-3 is attached as
Annexure-V and VI forming part of this Report. The
Secretarial Audit Report of your Company and its unlisted
material subsidiary does not contain any qualification,
reservation, adverse remark or disclaimer.

No fraud has been reported by the Secretarial Auditors
under Section 143 (12) of the Companies Act, 2013 and
the rules made thereunder.

Further,pursuanttotheprovisionsofamendedRegulation24A
of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and basis the recommendation of the
Audit Committee, the Board of Directors of your Company
appointed M/s P. P. Agarwal & Co., (Firm Registration No.
S2012DE174200), Company Secretaries as Secretarial
Auditors of the Company for a term of five (5) consecutive
financial years (FY) commencing from 2025-26 to 2029Â¬
30, subject to the approval of Members in ensuing Annual
General Meeting. M/s PP Agarwal & Co., Company
Secretaries have provided their consent to be appointed
as Secretarial Auditors of the Company for a term of five
(5) consecutive Financial Years (FY) commencing from
2025-26 to 2029-30 and also confirmed that they are not
disqualified to be appointed as Secretarial Auditors of
the Company. They have also confirmed that they have
subjected themselves to the peer review process of the
Institute of Company Secretaries of India (ICSI) and hold
a valid certificate issued by the Peer Review Board of the
ICSI. The appropriate resolution seeking approval of the
Members of the Company for the appointment of M/s
P.P Agarwal & Co., (Firm Registration No. S2012DE174200)
as Secretarial Auditors of the Company is being placed in
the Notice of 43^rd Annual General Meeting.

INTERNAL AUDITORS

The Board at its meeting held on 26^th May, 2025 upon the
recommendation of Audit committee have approved reÂ¬
appointment of M/ s. Oswal Sunil & Company, Chartered
Accountants (Firm Registration No: 016520N) as Internal
Auditors of the Company for the Financial Year 2025-26.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE
CAPITAL AND DEBENTURE) RULES, 2014

(a) the Company has not issued any equity shares with
differential rights during the year under review and
hence no information as per provisions of Rule 4(4)
has been furnished;

(b) the Company has not issued any sweat equity shares
during the year under review and hence no information
as per provisions of Rule 8(13) has been furnished;

and

(c) the disclosure as mandated under Section 62(1)
(b) of the Companies Act, 2013 (''The Act'') read
with Rule 12(9) of the Companies (Share Capital
and Debenture) Rules, 2014 and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, as amended from time to time (''SEBI ESOP
Regulations'') is available on website of the Company
at www.elinindia.com.

ANNUAL RETURN

In accordance with Sections 92 and 134 of the Act read
with MCA circular dated 28^th August, 2020, and notification
dated 5^th March, 2021 the requirement to annex an extract
of the annual return with this Annual report in form MGT-9
is dispensed with and is no longer required.

In accordance with the Companies Act, 2013, the annual
return in the prescribed format is available at website of
the Company at www.elinindia.com.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31^stMarch, 2025 forms part of the Management Discussion
and Analysis Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required
to transfer any funds to Investor Education and Protection
Fund (IEPF).

TRANSACTIONS WITH RELATED PARTIES

https://www.elinindia.com/pdf/investors/policies/
Related-Party-Transaction-Policy-ELIN-Electronics.pdf. The
Company in terms of Regulation 23 of the Listing Regulations
submits on the date of publication of its standalone and
consolidated financial results for the half year disclosures
of related party transactions on a consolidated basis, in the
specified format to the stock exchanges where the shares of
the company are listed.

VIGIL MECHANISM

The Company has laid down Whistle Blower Policy covering
Vigil Mechanism with protective clauses for the Whistle
Blowers. The Whistle Blower Policy is made available on
the website of the Company at www.elinindia.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the
Regulators/ Courts/ Tribunals during the Financial Year
2024-25 which would impact the going concern status of
the Company and its future operations.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rules
thereto. The Company has undertaken 6 workshops or
awareness programs against sexual harassment of women
at the workplace during the Financial Year 2024-25.During
the year under review, no complaint was received under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance of all applicable Secretarial
Standards as specified by the Institute of Company
Secretaries of India.

OTHER DISCLOSURES

(a) No application has been made under the Insolvency
and Bankruptcy Code; hence the requirement to
disclose the details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial
year is not applicable;

(b) The requirement to disclose the details of difference
between amount of the valuation done at the time
of onetime settlement and the valuation done while

taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable;

(d) The disclosure pertaining to explanation for any
deviation or variation in connection with certain terms
of a public issue, rights issue, preferential issue, etc. is
not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134 (3) (m) of the
Act read with Rule 8(3) of Companies (Accounts) Rules,
2014, is as under:

A. CONSERVATION OF ENERGY:

Your Company has always considered energy and
natural resources conservation as a focus area.
Your Company ensures strict compliance with all
the statutory requirements and has taken several
sustainable steps voluntarily to contribute towards
better environment like use of natural lighting and
natural ventilation.

(i) The steps taken/impact on conservation of
energy -

(a) NIL

(ii) The steps taken by the Company for utilizing
Alternate Sources of Energy-

Capacity of 500-550 KWp Solar Power Plant
installation on company rooftops.

(iii) The capital investment on energy conservation
equipment: Nil

B. TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption
- Nil

(ii) the benefits derived like product improvement,
cost reduction, product development or import

substitution - Self-reliance in new products,
product development, improved production
process for better productivity, import
substitution and cost reduction attempts are
made for sourcing of material and components
for cost effectiveness. The input cost has been
reduced and in some cases the quality has
improved.

(iii) Imported Technology (Imported During The Last
3 Years) - Nil

(iv) Expenditure on Research and Development-
During the financial year, expenditure on research
and development including capital expenditure
was ? 96.0 Million as against ? 83.70 Million in
the previous year.

C. FOREIGN EXCHANGE EARNING & OUTGO:

During the financial year, the foreign exchange earned
in terms of actual inflows was ? 39.92 Million as
against ? 37.32 Million in the previous year and
foreign exchange outgo in terms of actual outflows
was ? 929.40 Million as against ? 701.74 Million in
the previous year.

ACKNOWLEDGEMENT

The Directors thank the Company''s customers, vendors,
bankers and investors for their continuous support. The
Directors also thank the Government of India, Governments
of various states in India, Governments of various countries
and concerned Government departments and agencies for
their co-operation.

Your Directors also wish to place on record their deep
appreciation for the services rendered by staff and workers
of the Company at all levels and for dedication to their work
and loyalty.

On behalf of the Board of Directors

(Mangilall Sethia)

Place: New Delhi Chairman

Date: 26^th May, 2025 DIN: 00081367

Mar 31, 2024

The Board of Directors are pleased to present the 42^nd Annual Report of ELIN ELECTRONICS LIMITED ("your Company") together with the Audited Financial Statements (Standalone as well as Consolidated) of the Company, for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE SUMMARY

The summarized financial performance highlight is as mentioned below:

(Figures in '' in Million)
Particulars	Standalone		Consolidated
	31^st March, 2024	31^st March, 2023	31^st March, 2024	31^st March, 2023
Revenue from Operations	8352.00	8670.64	10417.17	10,754.28
Other Income	90.20	21.83	91.07	22.67
Total Income	8442.20	8692.47	10508.24	10,776.95
Profit before Finance Cost, Depreciation, Impairment and Amortization expenses	445.74	569.43	496.48	673.75
Less: Finance Cost	77.32	128.08	81.16	130.62
Profit before Depreciation, Impairment and Amortization expenses	368.42	441.34	415.32	543.13
Depreciation, Impairment & Amortization expenses	186.50	164.51	218.49	186.10
Profit before Taxes	181.92	276.84	196.83	357.03
Less: Provision for Current Tax	54.95	60.89	56.86	79.91
Provision for Deferred Tax	(0.42)	4.40	1.23	9.09
Profit for the year	127.39	211.55	138.74	268.03
Transfer to General Reserve	-	50.00	-	50.00
EPS (Basic and diluted) (amount in '')	2.57	4.77	2.90	6.29

PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

During the year under review, the Standalone revenue from operations decreased by 3.67% to '' 8,352.00 Million as against '' 8,670.64 Million in the previous financial year. The net profit after tax decreased by 39.78% to '' 127.39 Million as against '' 211.55 Million in the previous financial year.

The consolidated revenue from operations decreased by 3.13% to '' 10,417.17 Million as against '' 10,754.28 Million in the previous financial year. The consolidated net profit after tax decreased by 48.24% to '' 138.74 Million as against '' 268.03 Million in the previous financial year.

DIVIDEND

Your Company is incurring capital expenditure on an ongoing basis for upgradation of its existing facilities and development of new products. The internal accruals are ploughed back to partly fund the ongoing investment projects. Under the circumstances, the Directors do not recommend any dividend for the financial year under review and do not propose to carry any amount to reserves.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is annexed as Annexure - I to this Report and is also available on the website of the Company at https://www.elinindia.com/pdf/investors/ policies/Dividend-Distribution-Policy.pdf

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the 2023-24.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

DISCLOSURE ABOUT UTILIZATION OF INITIAL PUBLIC OFFER (IPO) PROCEEDS

Your Company discloses to the Audit Committee the uses/ application of proceeds/funds raised from the initial public offer (IPO) as a part of the quarterly review of Financial Results. Your Company has appointed Axis Bank Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilization of IPO proceeds. Your Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus dated December 23, 2022. Your Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the Listing Regulations to both the Stock Exchanges where the equity shares of your Company are listed, namely the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

The details of the proceeds of the Fresh Issue are set forth below:

Particulars				Amount
Gross Proceeds of the Fresh Issue			'' 1,750.00 Million
(Less) Net of provisional IPO Expenses			'' 103.87 Million
Net Proceeds			'' 1,646.13 Million
The utilization of funds raised through IPO have been mentioned hereunder:
Mode	Object	Amount Allocated (in Million)		Amount Utilized (in Million) as on 31^stMarch, 2024
IPO	Repayment/ prepayment, in full or part, of certain borrowings availed by our Company	880.00		880.00
	Funding capital expenditure towards upgrading and expanding our existing facilities at Ghaziabad, Uttar Pradesh, and Verna, Goa	375.89		138.97
	General corporate purposes	390.24		395.63*
	Net Proceeds	1,646.13		1414.60
* Adjusted based on the final share of Company''s share in issue expenses.

CHANGE IN SHARE CAPITAL

Details of changes in paid-up equity share capital during the year under review, are as under:

Paid-up Equity Share Capital	'' in Million
At the beginning of the year, i.e. as on	248.30
1^st April, 2023
At the End of the year, i.e. as on 31^st March,	248.30
2024

EMPLOYEE STOCK OPTION SCHEME

Elin Electronics Employee Stock option Plan 2024 (''ESOP 2024''/'' the Plan'') was approved by the Board of Directors on May 30, 2024 subject to the approval of shareholders at the ensuing annual General Meeting of the Company for issue and allotment of options exercisable into not more than 5,00,000 equity shares to eligible employees of the Company.

ESOP 2024 is administered by the Nomination and Remuneration Committee (Compensation committee) of the Board of Directors of the Company.

During the financial year under review, no options were granted, vested or exercised and hence, the disclosure as required under Section 62(1)(b) of the Companies Act, 2013 (''The Act'') read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)Regulations, 2021 is not required to be furnished.

QUALITY CERTIFICATION

The Company continued to have ISO 9001:2008 certification for ''Quality Management System Standard'' and ISO 14001:2015 certification for ''Environment Management System Standard'' and TS: 16949: 2016 quality certifications for ''automotive parts''.

RISK MANAGEMENT

Risk Management is integral to your Company''s strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. There is no major risk which may threaten the existence of the Company.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks are being assessed and mitigated and all information that may be required to be disclosed is reported to Company''s Senior Management, the Audit Committee, the Risk Management Committee and the Board.

Your Company has framed and implemented a Risk Management Policy for the assessment and minimization of risk, which may be accessed at https://www.elinindia. com/pdf/investors/policies/Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Companies Act, 2013 (''''the Act") the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Act also mandate the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report.

The Company has adequate Internal Financial Control System over financial reporting ensuring that all transactions are authorized, recorded, and reported correctly in a timely manner to provide reliable financial information and to comply with applicable accounting standards which commensurate with the size and volume of business of the Company.

The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are adequate and are operating effectively as intended. During the year under review, such controls were tested by the Internal Auditors of the Company and no material weaknesses or significant deficiencies in the design or operations were observed and reported by the Internal Auditors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

''Elin Appliances Private Limited'' is the wholly owned subsidiary of your Company. There has been no change in the nature of business of this subsidiary. During the year

under review ''Elin Appliances Private Limited'' was also the material subsidiary of the Company, as per the Listing Regulations.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of your Company''s subsidiaries in Form No. AOC-1 is annexed to consolidated Financial Statements. In accordance with the provisions of Section 136 of the Act and the amendments thereto, and the Listing Regulations, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of your Company''s subsidiaries have been placed on the website of the Company viz. https://www.elinindia. com/investors/#Financial-Reports. Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company at https://www.elinindia.com/pdf/investors/policies/ Policy-on-Material-Subsidiaries.pdf. No Company has become/ceased to be an Associate or Joint Venture during the 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. It has always been the Company''s endeavor to excel through better Corporate Governance and fair and transparent practices. A Report on Corporate Governance forms part of this Report. M/s. Akshat Garg & Associates, Company Secretaries, (Firm Registration number. 10655), the Secretarial Auditor of the Company vide their certificate dated 30^th May, 2024, have confirmed that the Company is and has been compliant with the conditions stipulated in the chapter IV of the Listing Regulations. The said certificate is also forms part of Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Report as stipulated under Regulation 34(2)(f) of the Listing Regulations is not applicable during 2023-2024.

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended 31^st March, 2024, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles. The Consolidated Financial Statement has been prepared based on the financial statements received from subsidiary as approved by their respective Board of Directors.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans/advances, guarantees and investments under Section 186 of the Companies Act, 2013 are given in the notes forming part of the Financial Statements.

PUBLIC DEPOSITS

The Company has not accepted any public deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

1. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kamal Sethia (DIN: 00081116), Managing Director and Mr. Mangi Lall Sethia (DIN: 00081367), Chairman and Whole-time Director of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended their re-appointment for approval of shareholders in the ensuing Annual General Meeting.

The Company has received declarations from Mr. Kamal Singh Baid, Dr. Shantilal Sarnot, Mr. Ashis Chandra Guha and Ms. Shilpa Baid, the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the Listing Regulations. They have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Mr. Kamal Singh Baid and Ms. Shilpa

Baid, the Independent Directors of the Company have passed an online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs in February, 2022. Mr. Ashis Chandra Guha, Independent Director of the company has also passed an online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs in October, 2023.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

The brief profile, pursuant to Secretarial Standards-2 and Regulation 36(3) of Listing Regulations, of the Directors eligible for appointment/ re-appointment forms part of the Notice of Annual General Meeting.

Key Managerial Personnel:

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:

(a) Mr. Mangilall Sethia- Chairman & Whole-Time Director

(b) Mr. Kamal Sethia - Managing Director

(d) Mr. Sumit Sethia - Whole-Time Director

(e) Mr. Kishore Sethia - Director (Operations*)

*not on the Board of the Company

(f) Mr. Raj Karan Chhajer - Chief Financial Officer

(g) Mr. Praveen Tandon- Chief Executive Officer(Appointed w.e.f. April 17, 2024 )

(h) Ms. Lata Rani Pawa - Company Secretary and Compliance Officer

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees, in the manner as enumerated in the Nomination and Remuneration Policy, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation exercise covered various aspects of the Board''s functioning such as composition of the Board & Committee(s), their functioning & effectiveness, contribution of all the Directors and the decision making process by the Board.

Your Directors express their satisfaction with the evaluation process and inform that the performance of the Board as a whole, its Committees and its member individually were adjudged satisfactory.

MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 (''SS- 1'') read with the Guidance Note on SS-1 and Listing Regulations the meeting of the Independent Directors was held on 13^th February, 2024.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc.

The details of the familiarization program are explained in the Corporate Governance Report. The same is also available on the website of the Company at www.elinindia.com.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, the Directors of the Company confirm that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profits of the Company for the year ended on that date;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD

During the Financial year Six meetings of the Board were held on 13^th April, 2023, 30^th May, 2023, 10^th August, 2023, 8^th November, 2023, 13^th February, 2024, and 19^th March, 2024. One Resolution by Circulation has been passed by Board of Directors on 28^th February, 2024.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during 2023-24 and attendance of the Directors at such meeting is provided in the "Corporate Governance Report".

REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure comprising particulars with respect to the remuneration of directors and employees and other details, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure - II" to this Report.

BOARD COMMITTEES

The Board has duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholder''s Relationship Committee

E. Risk Management Committee

A detailed update on the attendance and terms of reference of aforesaid Committees are provided in the "Corporate Governance Report".

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kamal Singh Baid, Independent Director as Chairman, Ms. Shilpa Baid, Independent Woman Director as member, Mr. Shanti Lal Sarnot, Independent Director as member* and Mr. Kamal Sethia, Managing Director as its member. The Committee met 6 (Six) times during the year under review on 13^th April,

2023, 30^th May, 2023, 10^th August, 2023, 8^th November, 2023, 13^th February, 2024 and 19^th March, 2024.

* Appointed as member w.e.f. 13^th February, 2024

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) comprises of Mr. Kamal Singh Baid, Independent Director as Chairman, Ms. Shilpa Baid, Independent Woman Director as member and Dr. Shanti Lal Sarnot, Independent Director as member. Three meetings of the Nomination and Remuneration Committee (NRC) were held during the year dated on 13^th April, 2023, 10^th August, 2023 and 01^stMarch, 2024. The Nomination & Remuneration Policy of the Company is in place and attached as Annexure-III and also uploaded on the website of the Company at the following link: https://www.elinindia.com/pdf/investors/policies/

Nomination-Remuneration-Policy.pdf

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Mr. Kamal Singh Baid, Independent Director as Chairman, Ms. Shilpa Baid, Independent Woman Director as member and Mr. Kamal Sethia , Managing Director as member. Two meetings of the Stakeholder''s Relationship Committee (SRC) were held during the year dated on 30^th September, 2023 and 13^th February, 2024.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises of Mr. Kamal Sethia, Managing Director as Chairman, Mr. Sanjeev Sethia, Whole-Time Director as Member and Mr. Kamal Singh Baid, Independent Director as Member. Two meetings of the Risk Management Committee (RMC) were held during the year dated on 13^th February, 2024 and 29^th March, 2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) committee comprises of Mr. Kamal Sethia, Managing Director as Chairman, Mr. Sanjeev Sethia, Whole - time Director as member and Mr. Kamal Singh Baid, Independent Director as member. Four meetings of the CSR committee were held during the year on 30^th May, 2023, 10^th August, 2023, 09^th November, 2023 and 13^th February, 2024.

environmental sustainability. The annual report on CSR activities is annexed and forms part of this report as Annexure-IV. The CSR policy is available on the website of your Company at https://www.elinindia.com/pdf/ investors/csr/CSR-Policy.pdf

Further, the Chief Financial Officer of your Company has certified that the CSR spends of your Company for the 2023-24 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/ E300005), the Statutory Auditors of the Company had been appointed as the Statutory Auditors for a first term of 4 consecutive years from the conclusion of 41^st Annual General Meeting (AGM) held on 30^th September, 2023 till conclusion of 45^th AGM of the Company to be held in the year 2027 at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

Further, the Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 read with rules made thereunder.

The Auditors'' Report read along with Notes to Accounts is self-explanatory and therefore does not call for any further comments.

The Auditor''s Reports on the Standalone and the Consolidated Financial Statements for the financial year ended 31^st March, 2024 does not contain any qualification, reservation or adverse remark requiring any explanations/ comments by the Board of Directors. No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

COST AUDITORS

The Board has re-appointed M/s Bhavna Jaiswal & Associates, Cost Accountants (Firm Registration number 100608), as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2024-25. A proposal for ratification of remuneration of the Cost Auditors for the financial year 2024-25 is placed before the shareholders at the ensuing AGM of the Company.

No fraud has been reported by the Cost Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 and Regulation 24A of the Listing Regulations, your Company has appointed M/s Akshat Garg & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2023-24.

Further, in compliance of Regulation 24A of the Listing Regulations, Company''s unlisted material subsidiary also undergo Secretarial Audit and the Secretarial Audit Reports of the Company and its unlisted material subsidiary thereto in the prescribed Form No. MR-3 is attached as Annexure - V and VI forming part of this Report. The Secretarial Audit Report of your Company and its unlisted material subsidiary does not contain any qualification, reservation, adverse remark or disclaimer.

No fraud has been reported by the Secretarial Auditors under Section 143 (12) of the Companies Act, 2013 and the rules made thereunder.

INTERNAL AUDITORS

M/ s. Sunder Sharma & Company, Chartered Accountants, have tendered resignation from the post of Internal Auditors of the Company w.e.f. 27^th May, 2024.

The Board at its meeting held on May 30, 2024 upon the recommendation of Audit committee have approved appointment of M/ s. Oswal Sunil & Company, Chartered Accountants (Firm Registration No: 016520N) as Internal Auditors of the Company for the Financial Year 2024-25.

DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

(a) the Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished;

(b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished; and

(c) the Company does not have any ESOP scheme for its employees/Directors during the 2023-24 and hence no information as per provisions of Rule 12(9) has been furnished.

ANNUAL RETURN

In accordance with Sections 92 and 134 of the Act read with MCA circular dated 28^th August, 2020, and notification dated 5^th March, 2021 the requirement to annex an extract of the annual return with this Annual report in form MGT-9 is dispensed with and is no longer required.

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at website of the Company at www.elinindia.com.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31^st March, 2024 forms part of the Management Discussion and Analysis Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

TRANSACTIONS WITH RELATED PARTIES

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with Related Party Transactions. An omnibus approval from the Audit Committee is obtained for the related party transactions which are foreseen and repetitive in nature. All contracts/arrangements/ transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm''s length basis. During the year under review, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Company''s Policy on Related Party Transactions is available on the website of the Company at https:// www.elinindia.com/pdf/investors/policies/Related-Party-Transaction-Policy-ELIN-Electronics.pdf. The Company in terms of Regulation 23 of the Listing Regulations submits on the date of publication of its standalone and consolidated financial results for the half year disclosures of related party transactions on a consolidated basis, in the specified format to the stock exchanges.

VIGIL MECHANISIM

The Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company at www.elinindia.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the 2023-24 which would impact the going concern status of the Company and its future operations.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance of all applicable Secretarial Standards as specified by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

(a) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

(b) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

(d) The disclosure pertaining to explanation for any deviation or variation in connection with certain terms

of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134 (3) (m) of the

Act read with Rule 8(3) of Companies (Accounts) Rules,

2014, is as under:

A. CONSERVATION OF ENERGY:

Your Company has always considered energy and natural resources conservation as a focus area. Your Company ensures strict compliance with all the statutory requirements and has taken several sustainable steps voluntarily to contribute towards better environment like use of natural lighting and natural ventilation.

(i) The steps taken/impact on conservation of energy -

(a) Conventional Fans being replaced with BLDC Fan to reduce energy consumption

(b) Daylight sensors installed on Outdoor Lights /Motion sensors installation in Washroom areas.

(ii) The steps taken by the Company for utilising Alternate Sources of Energy- The Company entered into a Power Purchase Agreement with Sunsure Solarpark Ten Private Limited to Purchase 4 MWp Power from Solar Plant.

(iii) The capital investment on energy conservation equipment: Nil

B. TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption - Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution - - Self-reliance in new products, product development, improved production process for better productivity, import substitution and cost reduction attempts are made for sourcing of material and components for cost effectiveness. The input cost has been reduced and in some cases the quality has improved.

(iii) Imported Technology (Imported During The Last 3 Years) - Nil

(iv) Expenditure on Research and Development-During the financial year, expenditure on research and development including capital expenditure was '' 83.70 Million as against '' 70.06 Million in the previous year.

C. FOREIGN EXCHANGE EARNING & OUTGO:

During the financial year, the foreign exchange earned in terms of actual inflows was '' 37.32 Million as against '' 26.68 Million in the previous year and foreign exchange outgo in terms of actual outflows was '' 701.74 Million as against '' 779.82 Million in the previous year.

Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

Your Directors also wish to place on record their deep appreciation for the services rendered by staff and workers of the Company at all levels and for dedication to their work and loyalty.

ACKNOWLEDGEMENT

The Directors thank the Company''s customers, vendors, bankers and investors for their continuous support. The

Mar 31, 2023

The Board of Directors are pleased to present the 41^st Annual Report of ELIN ELECTRONICS LIMITED ("your Company") together with the Audited Financial Statements (Standalone as well as Consolidated) of the Company, for the financial year ended 31^st March, 2023.

FINANCIAL PERFORMANCE SUMMARY

The summarised financial performance highlight is as mentioned below:

(Figures in Rs. in Million*)
Particulars	Standalone		Consolidated
	31^st March, 2023	31^st March, 2022	31^st March, 2023	31^st March, 2022
Revenue from Operations	8670.64	8,916.06	10,754.28	10,937.54
Other Income	21.83	4.51	22.67	9.14
Total Income	8692.47	8,920.57	10,776.96	10,946.68
Profit before Finance Cost, Depreciation, Impairment and Amortisation expenses	569.43	679.80	673.74	799.31
Less: Finance Cost	128.08	121.68	130.62	127.04
Profit before Depreciation, Impairment and Amortisation expenses	441.34	558.12	543.13	672.27
Depreciation, Impairment & Amortisation expenses	164.51	127.55	186.10	143.53
Profit before Taxes	276.84	430.56	357.02	528.73
Less: Provision for Current Tax	60.89	103.58	79.91	127.94
Provision for Deferred Tax	4.4	8.65	9.09	8.98
Profit for the year	211.55	318.33	268.02	391.81
Transfer to General Reserve	50.00	50.00	50.00	50.00
EPS (Basic and diluted) (amount in ?)	4.77	7.48	6.29	9.59
*Figures as per (Ind AS) & previous year figures	have been regroup	ed/re-arranged wherever necessary.

PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

During the year under review, the Standalone revenue from operations decreased by 2.75% to ? 8670.64 Million as against ? 8,916.06 Million in the previous financial year. The net profit after tax decreased by 33.54% to ? 211.55 Million as against ? 318.33 Million in the previous financial year.

The consolidated revenue from operations decreased by 1.68% to ? 10,754.28 Million as against ? 10,937.54 Million in the previous financial year. The consolidated net profit after tax decreased by 31.59% to ? 268.02 Million as against ? 391.81 Million in the previous financial year.

DIVIDEND

Your Directors are pleased to recommend a dividend at the rate of ? 1/- per equity share on 4,96,59,220 equity shares of face value of ?5/- each for the financial year ended 31^stMarch, 2023 subject to the approval of the Shareholders at the ensuing 41^st Annual General Meeting (AGM) of the Company. The dividend, if declared by the Shareholders in the AGM will be subject to deduction of tax at source at applicable rates.

Your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company. The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is annexed as Annexure - I to this Report and is also available on the website of the Company at https://www.elinindia.com/pdf/investors/ policies/Dividend-Distribution-Policy.pdf.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the financial year 2022-23.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

INITIAL PUBLIC OFFERING & LISTING OF EQUITY SHARES OF THE COMPANY

During the year under review, your Company made an Initial Public Offering ("IPO" or "Issue") of 1,92,30,746 equity shares of face value of ? 5 each of the Company for cash at a price of ? 247 per equity share, including a premium of ? 242 per equity share aggregating to ? 4,750 Million, comprising of a fresh issue of 70,85,020 equity shares aggregating to ? 1,750 Million and an offer for sale of 1,21,45,726 equity shares aggregating up to ? 3,000 Million by the selling shareholders. The issue opened on 20^th December, 2022 and closed on 22^nd December, 2022. The issue was led by book running Lead Managers viz. Axis Capital Limited and JM Financial Limited.

The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on 30^thDecember, 2022.

Proceeds from Initial Public Offering

The details of the proceeds of the Fresh Issue are set forth below:

Particulars			Amount
Gross Proceeds of the Fresh Issue			? 1,750.00 Million
(Less) Net of provisional IPO Expenses			? 103.87 Million
Net Proceeds			? 1,646.13 Million
The utilisation of funds raised through IPO have been mentioned hereunder:
Mode	Object	Amount Allocated (in '' Million)		Amount Utilised as on 31^stMarch, 2023
IPO	Repayment/ prepayment, in full or part, of certain borrowings availed by our Company	880.00		295.88
	Funding capital expenditure towards upgrading and expanding our existing facilities at (i) Ghaziabad, Uttar Pradesh, and (ii) Verna, Goa	375.89
	General corporate purposes	390.24		390.24
	Net Proceeds	1,646.13		686.12

Your Company has appointed Axis Bank Limited as Monitoring Agency in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time confirming no deviation or variation in the utilisation of proceeds of the IPO from the objects stated in the Prospectus dated 23^rd December, 2022. The Company has submitted the statement(s) and report as required under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015 ("Listing Regulations") to both the exchanges where the shares of the Company are listed, namely, National Stock Exchange of India Limited and BSE Limited and on timely basis. Your Directors would like to thank the merchant bankers - Axis Capital Limited and JM Financial Limited and legal counsels involved with the IPO - J. Sagar Associates, Trilegal and Hogan Lovells Lee & Lee for helping the Company achieving successful IPO and listing. Your Directors would also like to thank the regulators SEBI and ROC for enabling the Company to take its equity story to the public market. Last but not the least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company & its management.

CHANGE IN SHARE CAPITAL

Details of changes in paid-up equity share capital during the year under review, are as under:

Paid-up Equity Share Capital	'' in Million
At the beginning of the year, i.e. as on	212.87
1^st April, 2022
Issue of shares in Initial Public Offering	35.43
At the End of the year, i.e. as on	248.30
31^st March, 2023

QUALITY CERTIFICATION

The Company continued to have ISO 9001:2008 certification for ''Quality Management System Standard'' and ISO 14001:2004 certification for ''Environment Management System Standard'' and TS: 16949: 2009 quality certifications for automotive parts.

RISK MANAGEMENT

Risk Management is integral to your Company''s strategy and for the achievement of our long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. There is no major risk which may threaten the existence of the Company

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company''s Senior Management, the Audit Committee, the Risk Management Committee and the Board.

Your Company has framed and implemented a Risk Management Policy for the assessment and minimisation of risk, which may be accessed at https://www.elinindia. com/pdf/investors/policies/Risk-Management-Policy.pdf.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control System over financial reporting ensuring that all transactions are authorised, recorded, and reported correctly in a timely manner to provide reliable financial information and to comply with applicable accounting standards which commensurate with the size and volume of business of the Company.

The Company believes that these systems provide reasonable assurance that the Company''s internal financial controls are adequate and are operating effectively as intended. During the year under review, such controls were tested by the Statutory Auditors of the Company and no material weaknesses or significant deficiencies in the design or operations were observed and reported by the Statutory Auditors.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

''Elin Appliances Private Limited'' is the wholly owned subsidiary of your Company. There has been no change in the nature of business of this subsidiary. During the year under review ''Elin Appliances Private Limited'' was also the material subsidiary of the Company, as per the Listing Regulations.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") read with the Companies(Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of your Company''s subsidiaries in Form No. AOC-1 is annexed to consolidated Financial Statements. In accordance with the provisions of Section 136 of the Act and the amendments thereto, and the Listing Regulations, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of your Company''s subsidiaries have been placed on the website of the Company viz. https://www.elinindia.com/investors/#Financial-Reports. Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company at https://www.elinindia.com/ pdf/investors/policies/Policy-on-Material-Subsidiaries. pdf. No Company has become/ceased to be an Associate or Joint Venture during the financial year 2022-23.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. It has always been the Company''s endeavour to excel through better Corporate Governance and fair and transparent practices. A Report on Corporate Governance forms part of this Report. M/s. Oswal Sunil & Company, Chartered Accountants (Firm Registration number 016520N), the Statutory Auditor of the Company vide their certificate dated 30^th May, 2023, have confirmed that the Company is and has been compliant with the conditions stipulated in the chapter IV of the Listing Regulations. The said certificate is also forms part of Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Report as stipulated under Regulation 34(2)(f) of the Listing Regulations is not applicable during the F.Y. 2022-2023.

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended 31^st March, 2023, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles. The Consolidated Financial Statement has been prepared based on the financial statements received from subsidiary as approved by their respective Board of Directors.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans/advances, guarantees and investments under Section 186 of the Companies Act, 2013 are given in the notes forming part of the Financial Statements.

PUBLIC DEPOSITS

The Company has not accepted any public deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

1. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sumit Sethia (DIN: 00831799), Whole-time Director and Mr. Sanjeev Sethia (DIN: 00354700), Whole-time Director of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended their re-appointment for approval of shareholders in the ensuing Annual General Meeting.

2. The Board of Directors of the Company at their meeting held on 10^th August, 2023 upon the recommendation of Nomination and Remuneration Committee and subject to to the approval of Shareholders, have given its approval for continuation of appointment of Dr. Shantilal Sarnot (DIN:01899198) as a Non-Executive

Independent Director, who will attain the age of 75 (seventy five) years on 21^st November, 2023 in the year 2023-24 and who was appointed as a Non- Executive Independent Director not liable to retire by rotation for the first term of five consecutive year w.e.f. 30^thSeptember, 2021 upto 29^th September, 2026 in the AGM of the Company held on 1^st August, 2022.

The Board have expressed their satisfaction with regard to integrity, expertise and experience of Dr. Shantilal Sarnot and hereby recommends his continuation as an Independent Director, not liable to retire by rotation, attaining the age of 75 (seventy five) years in the year 2023-24.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

The brief profile, pursuant to Secretarial Standards-2 and Regulation 36(3) of Listing Regulations, of the Directors eligible for appointment/ re-appointment/ continuation forms part of the Notice of Annual General Meeting.

Key Managerial Personnel (KMP)

1. Mr. Vinay Kumar Sethia, designated as KMP w.e.f. 30^th September, 2021 under the provisions of Section 2(51) of the Companies Act, 2013 and resigned w.e.f. 1^st April, 2022. The Board placed on record a deep appreciation for the valuable services rendered by Mr. Vinay Kumar Sethia towards the progress of the Company during his tenure as Key Managerial Personnel of the Company.

2. Mr. Avinash Chandra Karwa, has resigned from the position of Company Secretary and Compliance Officer w.e.f. 14^th June, 2022 and will continue to hold the position of AGM Finance in the Company.

3. Ms. Lata Rani Pawa upon the recommendation of Nomination and Remuneration Committee has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 14^th June, 2022. She has been a part of the Company since November, 2021 as Manager (Legal & Secretarial).

I n accordance with the provisions of Section 2(51) and Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following continued to be the Key Managerial Personnel''s of the Company:

(a) Mr. Mangilall Sethia- Chairman & Whole-Time Director

(b) Mr. Kamal Sethia - Managing Director

(d) Mr. Sumit Sethia - Whole-Time Director

(e) Mr. Kishore Sethia - Director (Operations*)

*not on the Board of the Company

(f) Mr. Raj Karan Chhajer - Chief Financial Officer

(g) Ms. Lata Rani Pawa - Company Secretary and Compliance Officer

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees, in the manner as enumerated in the Nomination and Remuneration Policy, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation exercise covered various aspects of the Board''s functioning such as composition of the Board & Committee(s), their functioning & effectiveness, contribution of all the Directors and the decision making process by the Board.

Your Directors express their satisfaction with the evaluation process and inform that the performance of the Board as a whole, its Committees and its member individually were adjudged satisfactory.

MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act, Secretarial Standards-1 (''SS-1'') read with the Guidance Note on SS-1 and SEBI (LODR) Regulations, the meeting of the Independent Directors were held on 14^th December, 2022 and 10^th February, 2023.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (LODR) Regulations, the Company has put in place a familiarisation

program for the Independent Directors to familiarise them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarisation program are explained in the Corporate Governance Report. The same is also available on the website of the Company at www.elinindia.com.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, the Directors of the Company confirm that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) t he directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profits of the Company for the year ended on that date;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD

During the Financial year Ten meetings of the Board were held on 30^th May, 2022, 14^th June, 2022, 30^th June, 2022, 7^th September, 2022, 12^th November, 2022, 18^th November, 2022, 7^th December, 2022, 12^th December, 2022, 23^rdDecember, 2022 and 10^th February, 2023.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act. A detailed update on the Board & its Committees, composition thereof, number of meetings held during financial year 2022-23 and attendance of the Directors at

such meeting is provided in the "Corporate Governance Report".

REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure comprising particulars with respect to the remuneration of directors and employees and other details, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, is annexed as "Annexure - II" to this Report.

BOARD COMMITTEES

The Board has duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholder''s Relationship Committee

E. Risk Management Committee

A detailed update on the attendance and terms of reference of aforesaid Committees are provided in the "Corporate Governance Report".

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kamal Singh Baid, Independent Director as Chairman, Ms. Shilpa Baid, Independent Woman Director as member and Mr. Kamal Sethia, Managing Director as its member. The Committee met 5 (Five) times during the year under review on 30^th May, 2022, 7^th September, 2022, 12^th November, 2022, 30^th November, 2022 and 10^th February, 2023.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) comprises of Mr. Kamal Singh Baid, Independent Director as Chairman, Ms. Shilpa Baid, Independent Woman Director as member and Dr. Shanti Lal Sarnot, Independent Director as member. Two meetings of the Nomination and Remuneration Committee (NRC) were held during the year dated on 30^th May, 2022 and 14^th June, 2022. The Nomination & Remuneration Policy of the Company is in place and attached as Annexure-III and also uploaded on the website of the Company at the following link: https://www.elinindia.com/pdf/investors/policies/ Nomination-Remuneration-Policy.pdf

STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Mr. Kamal Singh Baid, Independent Director as Chairman, Ms. Shilpa Baid, Independent Woman Director as member

and Mr. Kamal Sethia , Managing Director as its member. Two meetings of the Stakeholder''s Relationship Committee (SRC) were held during the year dated on 5^th April, 2022 and 20^th January, 2023.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprises of Mr. Kamal Sethia, Managing Director as Chairman of the Committee, Mr. Sanjeev Sethia, Whole-Time Director as Member and Mr. Kamal Singh Baid, Independent Director as Member. Two meetings of the Risk Management Committee (RMC) were held during the year dated on 10^th February, 2023 and 23^rd March, 2023.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) committee comprises of Mr. Kamal Sethia, Managing Director as Chairman; Mr. Sanjeev Sethia, Whole - time Director as member and Mr. Kamal Singh Baid, Independent Director as member. Three meetings of the CSR committee were held during the year on 14^th June, 2022, 16^th July, 2022 and 12^th November, 2022.

The CSR activities and programs undertaken by your Company are in accordance with the provisions of Section 135 of the Act and rules made thereunder. The CSR initiatives of the Company during the year under review focused on promoting education, promoting health care including preventive health care and ensuring environmental sustainability. The annual report on CSR activities is annexed and forms part of this report as Annexure-IV. The CSR policy is available on the website of your Company at https://www.elinindia.com/pdf/ investors/csr/CSR-Policy.pdf.

Further, the Chief Financial Officer of your Company has certified that the CSR spends of your Company for the

F.Y. 2022-23 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.

STATUTORY AUDITORS & AUDITOR''S REPORT

The Members of the Company at its 40^th AGM held on 1^st August, 2022 had appointed M/s. Oswal Sunil & Company, Chartered Accountants, (Firm Registration Number: 016520N) Statutory Auditors of the Company for a second term to hold office from the conclusion of 40^thAGM till the conclusion of 45^th Annual General Meeting of the Company. M/s. Oswal Sunil & Company, Chartered Accountants (Firm Registration Number: 016520N), vide its resignation letter dated 9^th August, 2023 have resigned from the position of Statutory Auditors, effect from closing of business hours of the Board meeting held on 10^thAugust, 2023, post submission of Limited Review Report

for the Quarter ended on June 30, 2023.

The Audit Committee and Board at their respective meetings held on 10^th August, 2023, placed on record their appreciation to M/s. Oswal Sunil & Company, Chartered Accountants for their contribution to the Company with their audit processes and standards of auditing during their tenure as Statutory Auditors of the Company.

The Board of Directors at its meeting held on 10^th August, 2023 pursuant to the provisions of Section 139 and other applicable provision(s), if any, of the Companies Act 2013 and upon the recommendation of Audit Committee and subject to the approval of shareholders at ensuing Annual General Meeting have approved the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005) as Statutory Auditors of the Company to fill-in causal vacancy arisen due to resignation of M/s. Oswal Sunil & Company, Chartered Accountants (Firm Registration Number: 016520N), with effect from 10^th August, 2023 (from the conclusion of Board Meeting) and to hold office till conclusion of ensuing 41^st Annual General Meeting to be held for FY ended 31^stMarch, 2023 at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

Further, the Board of Directors at its meeting held on 10^thAugust, 2023 pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any and upon the recommendation of the Audit Committee and subject to the approval of shareholders at ensuing Annual General Meeting have approved the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/ E300005), as Statutory Auditors of the Company to hold office for the first term of consecutive four years, from the conclusion of the 41^st AGM, till the conclusion of the 45^th AGM of the Company to be held in the year 2027 at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company.

The Company has received consent letter and eligibility certificate from M/s. S.R. Batliboi & Co. LLR Chartered Accountants, (Firm Registration No. 301003E/E300005), along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

The Auditor''s Reports on the Standalone and the Consolidated Financial Statements for the financial year ended 31^st March, 2023 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors. No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

COST AUDITORS

The Board has re-appointed M/s Bhavna Jaiswal & Associates, Cost Accountants (Firm Registration number 100608), as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2023-24. A proposal for ratification of remuneration of the Cost Auditors for the financial year 2023-24 is placed before the shareholders at the ensuing AGM of the Company.

No fraud has been reported by the Cost Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014 and Regulation 24A of the SEBI LODR Regulations, your Company has appointed M/s Akshat Garg & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2023-24.

No fraud has been reported by the Secretarial Auditors under Section 143 (12) of the Companies Act, 2013 and the rules made thereunder.

ANNUAL RETURN

In accordance with Section 92 and 134 of the Act read with MCA circular dated 28^th August, 2020, and notification dated 5^th March, 2021 the requirement to annex an extract of the annual return with this Annual report in form MGT-9 is dispensed with and is no longer required.

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at website of the Company at www.elinindia.com.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31^stMarch, 2023 forms part of the Management Discussion and Analysis Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

TRANSACTIONS WITH RELATED PARTIES

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with Related Party Transactions. An omnibus approval from the Audit Committee is obtained for the related party transactions which are foreseen and repetitive in nature. All contracts/arrangements/ transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm''s length basis. During the year under review, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Company''s Policy on Related Party Transactions is available on the website of the Company at https://www.elinindia. com/pdf/investors/policies/Related-Party-Transaction-Policy-ELIN-Electronics.pdf. The Company in terms of Regulation 23 of the Listing Regulations submits on the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the specified format to the stock exchanges. The said disclosures can be accessed on the website of the Company at www. elinindia.com.

VIGIL MECHANISIM

The Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company at www.elinindia.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2022-23 which would impact the going concern status of the Company and its future operations.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules thereto. The Company has undertaken 2 workshops or awareness programs against sexual harassment of women at the workplace during the Financial Year 2022-23.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance of all applicable Secretarial Standards as specified by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134 (3) (m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, is as under:

A. CONSERVATION OF ENERGY:

Your Company has always considered energy and natural resources conservation as a focus area. Your Company ensures strict compliance with all the statutory requirements and has taken several sustainable steps voluntarily to contribute towards better environment like use of natural lighting and natural ventilation.

(i) The steps taken/impact on conservation of energy -

(a) Reduced Transmission losses by converting 11KV to 33KV line

(b) Daylight sensors installed on Outdoor lights /Motion sensors installation in Washroom areas.

(ii) The steps taken by the Company for utilising Alternate Sources of Energy- The CNG Kit has installed on 1010KV DG set to convert into Clean Fuel and also has a minimal inverse impact on the environment.

(iii) The capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption - Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution - Self-reliance in new products, product development, improved production process for better productivity, import substitution and cost reduction attempts are made for sourcing of material and components for cost effectiveness. The input cost has been reduced and in some cases the quality has improved.

(iii) Imported Technology (Imported During The Last 3 Years) - Nil

(iv) Expenditure on Research and Development-During the financial year, expenditure on research and development including capital expenditure was ?70.06 Million as against ? 61.02 Million in the previous year.

C. FOREIGN EXCHANGE EARNING & OUTGO:

During the financial year, the foreign exchange

earned in terms of actual inflows was ? 26.68 Million

as against ? 33.18 Million in the previous year and foreign exchange outgo in terms of actual outflows was ? 779.82 Million as against ? 918.34 Million in the previous year.

ACKNOWLEDGEMENT

The Directors thank the Company''s customers, vendors, bankers and investors for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

Your Directors also wish to place on record their deep appreciation for the services rendered by staff and workers of the Company at all levels and for dedication to their work and loyalty.

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