The Directors take pleasure in presenting Sixty-Second (62^nd) Annual Report on the business and operations of the Company along
with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

(? in Lakhs, except EPS)

2. DIVIDEND

Your Directors had declared an interim dividend of
Re. 0.70/- per equity share having face value of Re. 1/-
each (i.e., 70%) for the Financial Year 2024-25, which was
paid to the shareholders holding equity shares of the
Company as on November 26, 2024 ("Record Date").
The total dividend payout amounts to Rs. 1,186.35 Lakhs.
The Directors have not recommended any Final Dividend
for the Financial Year 2024-25.

3. STATE OF THE COMPANY’S AFFAIRS

The Company's consolidated gross sales and other
income for the year under review was Rs. 46,098.27 Lakhs
as against Rs. 28,653.02 Lakhs for the previous year.

The consolidated profit before tax was Rs. 7,426.60 Lakhs
and the profit after tax was Rs. 6,611.12 Lakhs for the
year under review as against Rs. 10,700.41 Lakhs and
Rs. 8,548.67 Lakhs respectively, for the previous year.

The Directors are positive for next phase of growth and
development where the Company will continue to be a
leading partner of choice providing long term patient
capital to some of the best businesses in India.

4. CONSOLIDATED FINANCIAL STATEMENTS
(CFS)

The Company has prepared CFS in accordance with the
applicable Accounting Standards as prescribed under
the Companies (Accounts) Rules, 2014 of the Companies
Act, 2013.

The Consolidated Financial Results reflect the results
of the Company and its subsidiaries and associate
Company. As required under Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (''SEBI Listing Regulations") the

Audited CFS together with the Independent Auditors'
Report thereon are annexed and form part of this
Annual Report.

The summarized Consolidated Financial Results are
provided above at point no. 1 of this Report.

5. TRANSFER TO RESERVES

During the year under review, no transfers were made to
reserves.

6. SHARE CAPITAL

The Board of Directors at its Meeting held on February
10, 2024 and the Members of the Company vide Postal
Ballot Notice dated March 15, 2024, re-classified the
Authorized Share Capital of the Company was from
Rs. 29,00,00,000 (Rupees Twenty-Nine Crores Only)
divided into 25,00,00,000 (Twenty-Five Crores Only)
Equity Shares having face value of Re. 1/- (Rupee One
Only) each aggregating to Rs. 25,00,00,000 (Rupees
Twenty-Five Crores Only) and 40,00,000 (Forty Lakhs
Only) Preference Shares having face value of Rs. 10/-
(Rupees Ten Only) each aggregating to Rs. 4,00,00,000
(Rupees Four Crores Only) to Rs. 29,00,00,000 (Rupees
Twenty-Nine Crores Only) divided into 29,00,00,000
(Twenty-Nine Crores Only) Equity Shares having face
value of Re. 1/- (Rupee One Only) each.

Further, the Board of Directors at its Meeting held on
May 30, 2024 and the Members of the Company vide
Postal Ballot Notice dated August 9, 2024 increased
the Authorized Share Capital of the Company was from
Rs. 29,00,00,000/- (Rupees Twenty-Nine Crores Only)
divided into 29,00,00,000 equity shares having face value
of Re. 1/- (Rupee One Only) each to Rs. 40,00,00,000/-
(Rupees Forty Crores Only) divided into 40,00,00,000
equity shares having face value of Re. 1/- (Rupee One
Only) each.

During the year under review, there has been no change
in the paid-up share capital of the Company.

7. PUBLIC DEPOSIT

The Company has neither invited nor accepted any
deposits from public within the meaning of Section
73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 during the financial
year ended March 31, 2025.

8. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments,
affecting the financial position of the Company which
have occurred between the end of the financial year of
the Company to which the financial statements relate and
the date of the report.

9. CHANGE IN NATURE OF BUSINESS

During the year under review, the Board of Directors at
its Meeting held on May 30, 2024 and the Members of
the Company vide Postal Ballot Notice dated August 9,
2024 have altered the object clause of the Memorandum
of Association of the Company by insertion of new
sub-clauses i.e., Nos. 52 and 53 under Clause III of
the Memorandum of Association of the Company as
mentioned here under:

"52: To carry on the business of whole selling, trading,
buying, selling, dealing, importing, exporting, relating
in steel, steel allied, other commodities including
agri-commodities and derivatives thereof.

53: To act as investment advisors, financial consultants,
management consultants and/ or sponsors, and to render
all other services as are usually rendered by investment
advisers, financial consultants, management consultants
and / or sponsor, including support and incidental
services, to clients in India; act as sponsor or beneficiary
to investment funds including alternative investment
fund/s and do all acts in furtherance of the same."

Apart from above, there has been no change in nature of
business of the Company during the year under.

10. DETAILS OF SUBSIDIARY, ASSOCIATE,

JOINT VENTURES AND HOLDING COMPANY

During the year under review, the Company has the
following Holding, Subsidiary and Associate companies,
namely:

a) IGE (India) Private Limited, Holding Company

b) Ultra Sigma Private Limited, Wholly-owned
Subsidiary Company

c) Fortune Capital Holding Private Limited,
Wholly-owned Subsidiary Company

d) Elpro Realty Private Limited (Formerly known
as Faridabad Management Private Limited),
Wholly-owned Subsidiary Company

e) Eduspace Services Private Limited, Wholly-owned
Subsidiary Company (with effect from March 19,
2025) *

f) Dabri Properties and Trading Company Private
Limited (Formerly known as Dabri Properties and
Trading Company Limited), Associate Company.

* Eduspace Services Private Limited was
converted from Limited Liability Partnership
Firm named 'Eduspace Services LLP', with effect
from July 18, 2025, in which the Company had
acquired 100% Partnership interest.

There were no joint venture Companies during the year
under review.

11. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Analysis Report for the
year under review, is Appended as 'Annexure I'.

12. CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance in
terms of Regulation 34 of Listing Regulations have been
complied with.

A separate report on Corporate Governance along with a
Certificate from the Secretarial Auditors of the Company,
regarding compliance of the conditions of Corporate
Governance is appended as 'Annexure II'.

13. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

A Business Responsibility and Sustainability Report in
terms of Regulation 34(2)(f) of the Listing Regulations
detailing the various initiatives taken by the Company on
the environmental, social and governance perspective, is
appended as 'Annexure III'.

14. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the
Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
Company has undertaken projects in accordance with the
CSR Policy.

The CSR Policy may be accessed on the Company's
website i.e., www.elpro.co.in. The details of the CSR
projects undertaken, is appended as 'Annexure IV'.

15. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

Pursuant to the provisions of Section 177(10) of the
Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time, the
Company has established vigil mechanism through the
Audit Committee for Directors and Employees to report
genuine concerns about unethical behavior actual or
suspected fraud or violation of the Company's Code of
Conduct. The vigil mechanism provides for adequate
safeguards against victimisation of persons who use
such mechanism and make provision for direct access to
the Chairman of the Audit Committee in appropriate or

exceptional cases. The details of establishment of such
mechanism is also available on the Company's website at
www.elpro.co.in.

16. DETAILS OF BOARD MEETINGS

During the year under review, five (5) Board Meetings
were held, and the details of the Board Meetings are
provided in Clause No. 2(b) of the Corporate Governance
Report, which forms part of this Annual Report.

17. BOARD COMMITTEES

The Board currently has seven (7) Committees viz., Audit
Committee, Nomination and Remuneration Committee,
Stakeholders' Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee,
Investment Committee and Executive Committee.

A detailed update on the committees, its composition,
number of Committee Meetings held and attendance of
directors at each meeting is provided in Clause No. 3 of
the Corporate Governance Report, which forms part of
this annual report.

18. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

18.1 Directors:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association of
the Company, Mr. Surbhit Dabriwala (DIN: 00083077),
Director, retires by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, offers himself for
re-appointment.

Necessary resolution for the re-appointment of
Mr. Surbhit Dabiwala, as a director has been included in
the Notice convening AGM and requisite details have
been provided in the explanatory statement to the
Notice.

The Board of Directors, on the recommendation of
Nomination and Remuneration Committee (''NRC''),
have considered and approved the appointment of
Mr. K. R. Anil Kumar (DIN: 00505651) as Additional
Director (Non-Executive and Independent) of the
Company for the first term of five (5) consecutive years
commencing from February 10, 2024 to February 9, 2029.
Thereafter, the Members of the Company, through Postal
Ballot Notice dated March 15, 2024 have considered and
approved the appointment of Mr. K. R. Anil Kumar (DIN:
00505651) as Non-Executive and Independent Director
of the Company, not liable to retire by rotation, for the
first term of five (5) consecutive years commencing from
February 10, 2024 to February 9, 2029 including the
period from July 24, 2028, when he shall attain age of
Seventy-Five (75) years, in compliance of Regulation
17(1A) of the SEBI Listing Regulations.

The Board of Directors, on the recommendation of NRC,
have considered and approved the re-appointment of
Mr. Naresh Agarwal (DIN: 01772950) as an Independent
(Non-Executive) Director of the Company for the
second term of five (5) consecutive years, commencing
from May 14, 2024 to May 13, 2029. The Members
of the Company, through Postal Ballot Notice dated

March 15, 2024 have considered and approved the re¬
appointment of Mr. Naresh Agarwal (DIN: 01772950)
as Non-Executive and Independent Director of the
Company, not liable to retire by rotation, for the second
term of five (5) consecutive years commencing from May
14, 2024 to May 13, 2029.

The Independent Directors of the Company have given
the declaration to the Company that they meet the
criteria of independence as required under Section 149(6)
of the Companies Act, 2013 and Listing Regulations.

18.2 Key Managerial Personnels:

During the year under review and in terms of provisions of
Sections 2(51) and 203 of the Companies Act, 2013, the
following are the Key Managerial Personnel of the Company:

- Mr. Deepak Kumar, Chairman and Managing
Director

- Mr. Deepak Kumar Ajmera, Chief Financial Officer

- Mr. Rushabh Ajmera, Company Secretary &
Compliance Officer (upto August 12, 2024 and
appointed with effect from November 12, 2024)

- Mr. Mohit Dubey, Company Secretary &
Compliance Officer (from September 25, 2024 to
November 2, 2024)

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors of the Company, to the best of
their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards read with
requirements set out under Schedule III of the Act,
have been followed along with proper explanation
relating to material departures;

(b) they have 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 at the end of the financial year
and of the profit of the Company for that period;

(c) they have 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) they have prepared the annual accounts on a
'going concern' basis;

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

(f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

20. BOARD EVALUATION

The details of evaluation of Directors, Committees and
Board as a whole are given in Clause No. 3(b) of the
Corporate Governance Report, which forms part of this
Annual Report.

21. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies
Act, 2013, a copy of the Annual Return of the Company
for the financial year ended on March 31, 2025 can be
accessed at www.elpro.co.in.

22. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013, are given in Note Nos. 8, 9, 14 and 18 of the
Notes to the Standalone Financial Statements, which
forms part of this Annual Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
stipulated under Section 134(3) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, is appended as "Annexure V".

24. AUDITORS AND AUDIT REPORTS

24.1 Statutory Auditors:

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 ("the Act") and applicable rules
made there under the Members of the Company at
the Fifty-Sixth (56th) Annual General Meeting ("AGM")
of the Company held on September 27, 2019 had
appointed M/s. VSS & Associates, Chartered Accountants
(Firm Registration No.: 105787W) as Statutory Auditors
of the Company for a period of five (5) years to hold office
from the conclusion of 56th AGM held in the financial
year 2019-20 till the conclusion of the Sixty-First (61st)
AGM to be held in the Financial Year 2024-25.

In view of completion of term of existing Statutory
Auditors of the Company viz., M/s. VSS & Associates,
Chartered Accountants (Firm Registration No.: 105787W)
and based on the recommendation of the Audit
Committee and Board of Directors of the Company vide
their respective Meetings held on August 9, 2024, the
Members of the Company at the Sixty-First (61st) Annual
General Meeting held on September 30, 2024, had
appointed M/s. Lodha & Co. LLP, Chartered Accountants
(Firm Registration No. 301051E/E300284), as Statutory
Auditors of the Company for a period of five (5) years to
hold office from the conclusion of the Sixty-First (61st)
Annual General Meeting ("AGM") held in the financial
year 2024-25 till the conclusion of Sixty-Sixth (66th) AGM
to be held in the financial year 2029-30.

There are no qualifications, reservations or adverse
remarks made by the Statutory Auditors' in their Audit
Report for the Financial Year 2024-25.

24.2 Internal Auditors:

The Company has appointed Internal Auditors. The
scope and authority of the Internal Auditors is as per the
terms of reference approved by the Audit Committee.
To maintain its objectivity and independence, the Internal
Auditors reports to the Chairman of the Audit Committee
of the Company.

The Internal Auditors monitor and evaluate the efficiency
and adequacy of Internal Control System in the Company,
its compliance with operating systems accounting
procedures and policies of the Company.

During the period under review, the Company has
complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. issued by the
regulatory bodies.

24.3 Secretarial Auditors and Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s. Jayshree A.
Lalpuria & Co., Practicing Company Secretaries, have
been appointed as Secretarial Auditors of the Company
to carry out Secretarial Audit for the Financial Year

2024- 25. The Secretarial Audit Report for the financial
year 2024-25 is appended as "Annexure VI".

There are no qualifications, reservations or adverse
remarks made in the Secretarial Auditors' Report for the
financial year 2024-25.

The Board of Directors of the Company at its meeting held
on May 15, 2025, on the recommendation of the Audit
Committee and subject to the approval of the Members of
the Company at this Annual General Meeting ("AGM") of the
Company, has approved the appointment of M/s. Jayshree
A. Lalpuria & Co., Practicing Company Secretaries (Certificate
of Practice No.: 7109 Peer review No.: 2023/2022), as the
Secretarial Auditors, for a period of 5 (five) consecutive years
commencing from the conclusion of Sixty-Second (62^nd) Annual
General Meeting ("AGM") to be held in the Financial Year

2025- 26 till the conclusion of the Sixty-Seventh (67^th)
AGM of the Company, to be held in the Financial Year
2030-31.

25. RISK MANAGEMENT

The Company has adopted a Risk Management Policy
which is reviewed on a periodic basis in order to
recognize, assess and reduce exposure to risks wherever
possible, identify steps to mitigate risks and to identify
risk owners for all types of risks.

The Company's Risk Management Policy is based on
the philosophy of achieving substantial growth, while
mitigating and managing risks involved. The Company's
internal control systems with reference to the financial
statements are adequate and commensurate with the
nature of its business and the size and complexity of its
operations. Periodic audits and checks are conducted
and the controls to prevent, detect and correct any
irregularities in the operations have been laid down by
the Company.

The details relating to the composition, powers, roles,
terms of reference, number of meetings held, attendance
at the meetings etc. of Risk Management Committee
are given in detail in the Corporate Governance Report,
which forms part of this Annual Report.

26. INTERNAL FINANCIAL CONTROL

As per explanation to Section 134 of the Companies Act,
2013, the Internal Financial Control (IFC) are reviewed by
your management and key areas are subject to various
statutory, internal and operational audits. The review
of the IFC, inter alia, consists of the safeguarding of its
assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
and timely preparation of reliable financial disclosures.

27. INTERNAL CONTROL SYSTEM AND THEIR
ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and complexity of
operations.

28. COST RECORDS

The Company is not required to maintain Cost Records as
specified by the Central Government under Section 148
of the Companies Act, 2013.

29. CREDIT RATING

During the year under review, on April 3, 2024, CARE
Ratings Limited have assigned the following credit rating:

As on April 4, 2025, CARE Ratings Limited have upgraded
the ratings to "CARE A-; Stable (A minus; Outlook:
Stable) on Long Term Bank Facilities.

30. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act") and
the applicable rules framed thereunder, the Company has
formulated and implemented a Policy on the prevention,
prohibition and redressal of complaints relating to sexual
harassment of women at the workplace.

This Policy applies to all employees, whether permanent,
temporary, or contractual. It has been made accessible
to all employees based on their request and also
widely disseminated to ensure awareness across the
organisation.

In accordance with the requirements of the POSH Act,
an Internal Complaints Committee (ICC) has been duly
constituted to address and resolve any such complaints.

During the year under review, the status of complaints, as
required under Rule 8(5)(x) of the Companies (Accounts)
Rules, 2014, are as follows:

31. DISCLOSURE UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company has been complying with the provisions
relating to the Maternity Benefit Act, 1961, as applicable.

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

There have been no significant and material orders
passed by the regulators, courts and tribunals
impacting the going concern status and the Company's
operations.

33. DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS
ALONGWITH THE REASONS THEREOF

During the year under review, there was no instance of
one-time settlement with banks or financial institutions.

34. 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

During the year under review, no application has been
made or any proceeding pending under the Insolvency
and Bankruptcy Code and hence the requirement to
disclose the said details are not applicable.

35. REPORTING OF FRAUDS

During the year under review, the Auditors have not
reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies Act,
2013.

36. PARTICULARS OF EMPLOYEES:

The information in terms of provisions of Section
197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is appended as
“Annexure VII".

37. CHAIRMAN & MANAGING DIRECTOR AND
CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of the SEBI Listing
Regulations, the Company has obtained Compliance
Certificate from Chairman and Managing Director &
Chief Financial Officer of the Company.

38. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company is in compliance with the applicable
secretarial standards issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies
Act, 2013.

39. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF
COMPANIES ACT, 2013

During the year under review, the Company has entered
into related party transactions which were valued on an
arm's length basis and in the ordinary course of business
and approved by the Audit Committee consisting of
Independent Directors. The transactions which were
repetitive in nature, were approved through omnibus
approval route.

Pursuant to SEBI Listing Regulations, if any Related
Party Transaction(s) ("RPT") exceeds Rs. 1,000 Crore or
10% of the annual consolidated turnover as per the last
audited financial statement whichever is lower, would
be considered as "material RPT" and would require
Members approval. In this regard, during the year under

review, the Company has taken necessary Members'
approval. However, during the year under review, the
Company did not enter into any material related party
transactions falling within the scope of Section 188(1) of
the Companies Act, 2013 ("the Act") and accordingly,
the disclosure of particulars of such transactions in Form
‘AOC-2' as required under Section 134(3)(h) of the Act, is
not applicable.

The Policy on materiality of related party transactions and
dealing with related party transactions as approved by
the Board may be accessed on the Company's website at
www.elpro.co.in.

40. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere
appreciation to the Shareholders, Customers, Vendors,
Bankers, Financial Institutions, Government Authorities
and various other Stakeholders for their continued co¬
operation and support. The Board also wishes to record
its sincere appreciation for the significant contributions
made by employees at all levels for their competence,
dedication and contribution towards the operations of
the Company.

For and on behalf of the Board of Directors
Elpro International Limited

Sd/-

Deepak Kumar

Chairman and Managing Director
DIN:07512769

Pune, August 13, 2025