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:

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^st March, 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^th December, 2022.

Proceeds from Initial Public Offering

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

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:

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

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 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^th September, 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.

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.

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

(c) Mr. Sanjeev Sethia - Whole-Time 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^rd December, 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^th AGM 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^th August, 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^st March, 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^th August, 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.

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.

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^st March, 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.