Elango Industries Ltd

Dear Members,

The Board presents the Thirty-fourth (35^th) Annual Report together with the Audited Financial

Statement and the Auditor s Report for the Financial Year ended March 31, 2024

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

OUTLOOK

India is anticipated to experience an unprecedented 8% increase in electricity demand in 2024, driven by extreme heatwaves and significant growth in both industrial and residential power consumption. As the fastest-growing major economy globally, India is expected to match the rapid 8% growth in electricity consumption observed in 2023.

Currently, per capita electricity consumption in India is only 20% of that in the European Union. This surge is supported by strong GDP growth and increased demand for cooling due to prolonged and intense heatwaves.

During the first half of 2024, record-breaking heatwaves pushed peak load to new highs, placing exceptional strain on the power system. If weather conditions return to average, electricity demand growth is projected to moderate to 6.8% in 2025.

The Members may note that the Company is exploring In light of these developments, the Company is considering the acquisition of a 6.5 MW gas-based power plant in Tamil Nadu from the promoters of a Group Company. This plant has a proven track record, generating 2.4 crore units of electricity annually and is expected to generate revenue between Rs. 12-15 crore per year. The Company is already involved in the Operations & Maintenance (O&M) of power plants, including those managed by KGPL, and the promoters possess extensive experience in power plant operations and maintenance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors

Responsibility Statement, your Directors confirm that they have:

a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards and given proper explanation relating to material departures ; if any b) selected such Accounting Policies and applied them consistently and made judgments 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 and Loss Account of the Company for that period; c) taken proper and sufficient care for maintenance of adequate accounting records for the year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for the prevention and detection of Fraud andother irregularities; d) prepared the Annual Accounts on an ongoing basis; e) 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) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

MANAGEMENT DISCUSSSION AND ANALYSIS

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 Management Discussions and Analysis is given separately in Annexure- 1 and forms part of this report.

BUSINESS RESPONSIBILTY REPORT

Business Responsibility Report is not applicable to our Company as it doesn t form part of top 1000 companies based on market capitalisation.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The Company s securities are listed with BSE Limited. The company confirms that it has paid the Annual

Listing Fees for the year 2024-25 in time and there were no arrears.

CORPORATE GOVERNANCE

As per Regulation 15 (2) (a) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 compliance of corporate governance is exempted for those listed entities whose paid up share capital does not exceed Rupees ten crores and net worth does not exceed Rupees twenty five crores as on the last day of the previous financial year.

Corporate Governance pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to your Company as the paid up capital Rs. 3,81,61,000/- (Rupees Three Crores Eighty One Lakhs Sixty One Thousand Only) and the Net worth is Rs. 3,98,92,000/- (Rupees Three Crore Ninety Eighty Lakh Ninety Two Thousand Only) as on the last day of the previous financial year i.e. March 31, 2024

DIVIDEND

Considering financial performance and ensuring liquidity for operations for the financial year 2023-24, the Directors have decided not to recommend any dividend to the shareholders for the financial year 2023-24

BOARD MEETINGS

During the Financial Year, four meetings of the Board of Directors were held:

1. May 10, 2023

2. August 10, 2023

3. November 10, 2023

4. February 14, 2024

The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013. All the directors attended all the meetings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report, the Company s Board comprises four directors, including two independent directors, one Managing Director, and one Non-Executive Director.

Mr. S. A. Premkumar (DIN: 00342952) is due to retire by rotation at the upcoming Annual General Meeting. He is eligible for reappointment and has expressed his willingness to continue in his role. The Directors recommend the reappointment of Mr. S. A. Premkumar to the Board.

Mr. M. Nagarajan was appointed as the Chief Financial Officer of the Company effective August 10, 2023, in accordance with the provisions of the Companies Act, 2013.

In compliance with Section 203 of the Companies Act, 2013, the following individuals are designated as the Whole-Time Key Managerial Personnel (KMP) of the Company as of the date of this report: Mr. S. Elangovan, Managing Director; Mr. M. Nagarajan, Chief Financial Officer; and Mrs. Manali Miteshbhai Doshi, Company Secretary.

INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act, 2013 each Independent Director has confirmed to the Company that he / she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility are not applicable to the Company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no such material events subsequent to the date of financial statement.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Auditors have confirmed they are not disqualified to be appointed as the Secretarial Auditors of the Company for the year ending 31st March, 2024. The Secretarial Audit Report is annexed to this report as Annexure - 4.

There are no qualifications or adverse remarks in the Secretarial Auditors Report which require any clarification/ explanation.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act therefore no detail is required to be disclosed under Section 134 of the Act

STATUTORY AUDITORS

M/s. P. Pattabiramen & Co, Chartered Accountants, [Firm Registration No.002609S], Chennai are the Statutory Auditor of the Company. The auditors have confirmed their independence and eligibility under Section 141 of the Companies Act, 2013. The Report given by M/s. P. Pattabiramen & Co on the financial statements of the company for the financial year 2023-24 contains a qualified opinion and a Statement of Impact on Audit Qualification has been submitted by the Company to the Stock Exchange.

The Audit Report given by M/s. P. Pattabiramen & Co on the financial results for the quarter and year ended March 31, 2024 was approved by the Board of Directors in their meeting held on 27^th May, 2024 .

The Statutory Audit report for the financial year 31^st March, 2024 contains observation and clarification by the Board is given as under:

INTERNAL AUDITOR

The Company has appointed qualified Chartered Accountants as the Internal Auditor of the Company for the financial year 2024-25

The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly updates the committee on their internal audit findings at the Committee s meetings. The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit and have expressed satisfaction with the internal systems, controls and process followed by the Company.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and Audits) Rules, 2014, as amended from time to time the business activities of the company do not fall under the scope of mandatory cost audit.

AUDIT COMMITTEE

The Audit Committee consists of three Directors, Viz. Mr. S. A. Premkumar, Dr. M. Ramasamy and Ms. Preethi Natarajan. During the year, four meetings of the Audit Committee were held:

1. May 10, 2023

2. August 10, 2023

3. November 10, 2023

4. February 14, 2024

All the above three Directors attended the above four meetings. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of three directors namely, Mr. S. A. Premkumar, Mrs Preethi Natarajan and Dr. M. Ramasamy. The Committee met once during the year viz: 10^th August, 2023 for consideration, approval and acceptance of resignation/appointment of CFO etc. The above three Directors attended all the meetings of the Nomination and Remuneration Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The committee is constituted in line with the provisions Section 178 of the Companies Act, 2013 to consider and resolve the grievances of security holders; and consider and approve issue of share certificates, transfer and transmission of securities, etc. Mr. S. A. Premkumar and Mr. S. Elangovan form part of the Stakeholder Relationship Committee. During the year, meeting was held on 20^th June, 2023, 19^th July, 2023 and 2^nd November, 2023. Both the Members were present in all the meetings.

DIRECTORS/ KMP REMUNERATION

The Managing Director and Executive Director do not draw any salary from the company. It is hereby affirmed that the remuneration of Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity.

RELATED PARTY TRANSACTIONS

All the transactions with the related parties were entered into by the Company during the period under review were in the ordinary course of business and at arm s length basis. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm s length. All related party transactions are placed before the Audit Committee for review and approval. The Related Party Disclosure in Form No AOC-2 is attached with this report as

Annexure -3

The Company is neither a holding company nor a subsidiary Company and hence the disclosure under Regulation 34(3) and 53(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are not furnished.

GENERAL SHAREHOLDER INFORMATION

Pursuant to the various circulars issued by the Ministry of Corporate Affairs in 2020, 2021, 2022 and 2023 collectively named as MCA circulars in respect of holding of AGM through Video Conferencing and SEBI Circulars also in respect of holding of AGM through Video Conferencing and in the recent Circular No 09/2023 dated 25.09.2023 MCA has extended the time period for holding of AGM / EGM for passing of Ordinary/ Special Resolution through Video Conferencing. Hence we conduct our 35^th AGM through video conferencing

Members may join the 35^th AGM through VC/OAVM Facility by following the procedure, as mentioned in the 35^th Notice of AGM , which shall be kept open for the Members from 11:00 a.m. i.e. 30 minutes before the time scheduled to start the 35^th AGM and the Company may close the window for joining the VC/OAVM Facility 30 minutes after the scheduled time to start the 35^th AGM.

The Notice of the 35^th AGM and Annual Report for the year 2024 will be available on the website of the Company at www.elangoindustries.com and on the website of the BSE Limited at www.bseindia.com for download.

The Company is providing remote E-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for remote E-voting are provided in the Notice.

Members are requested to read the general instructions for accessing and participating in the 35^th AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting as set out in the Notice of 35^th AGM

BOARD EVALUATION

The Companies Act and Listing Regulations relating to Corporate Governance contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including

Independent Directors, Non-Independent Directors and Chairperson individually. In pursuant thereof, annual evaluation of performance of the Board, working of its committees, contribution and impact of individual directors has been carried out through a questionnaire for peer evaluation on various parameters.

PARTICULARS OF EMPLOYEES

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure- 2 to the Boards report.

INFORMATION ABOUT SUBSIDIARY/ HOLDING/ JV/ ASSOCIATE COMPANY

The company has no subsidiaries, holding, joint venture or associate company.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of the business of the company during the year in review.

DEPOSITS

During the year, the Company did not accept any deposits from the public.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.elangoindustries.com

LOANS, GUARANTEES OR INVESTMENTS

During the year 2023-24, the Company has given a fixed deposit its name, as security to a one-time inland letter of credit facility availed by its group Company, which comes within the purview of Section 185 of the Companies Act, 2013. The approval of shareholders had obtained by the Company at the Extraordinary General Meeting held on 21^st March, 2022

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a whistle blower policy to report genuine concerns or grievances. Your company hereby affirms that no complaint was received during the year.

SECRETARIAL STANDARDS

During the Financial Year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

Since the company has no manufacturing activities, at present details are not furnished.

ENVIRONMENT & SAFTEY

The Company is very conscious of the need to protect environment. The company is taking all possible steps for safe guarding the environment.

RISK MANAGEMENT

As already stated since the company has no activities there are no assets which are active. Hence the company has not framed any risk management policy.

CODE OF CONDUCT

The Board of Directors has adopted a Code of Ethics and Business Conduct for the Directors and Senior Personnel. The Code is a comprehensive one applicable to all Directors, Executive and Non-Executive, and members of Senior Management. The Code has been circulated to all the members of the Board and senior personnel and they have affirmed compliance of the same.

CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a certificate received from a Company Secretary in practice is enclosed as Annexure- 5

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and all employees (permanent, contract, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2023-24 under review.

CAUTIONARY STATEMENT

Statements in this Annual Report, particularly those relating to Management Discussion and Analysis describing the Company s objectives, projections, estimates and expectations, may constitute forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all employees for their commitment, dedication and cooperation.