Elin Electronics Ltd

Dear Members,

The Board of Directors are pleased to present the 43rd 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 31st March, 2025.

The summarized financial performance highlight is as mentioned below:

(Figures in in Million)

Note: The Company has not transferred any amount to reserves

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 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 financialyear. The consolidated net profit after tax increased by 111.35% to 293.22 Million as against 138.74 Million in the previous financial year.

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.

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 The 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.

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 confirmingno deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus dated 23rd 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 below:

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

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

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

Elin Electronics Employee Stock option Plan 2024 (‘ESOP 2024'/‘ the Plan') was approved by the shareholders at the 42nd Annual General Meeting of the Company held on 30th 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.

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 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

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.

‘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 financialstatements 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 for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of the Annual Report.

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 26th 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

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.

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended 31st 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.

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.

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.

The Shareholders by way of Special Resolution passed on 11th 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. 16th August, 2024 to 15th August, 2029. The Shareholders also by way of Special Resolution passed on 11th 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. 1st October, 2024 to 30th September, 2027.

Further, the shareholders by way of Special Resolution passed on 4th 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. 8th February, 2025 to 7th 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 29th 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 30th 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 Non-Executive and Independent Director of the Company. Mr. Sumit Sethia (DIN: 00831799), Whole-time Director whose current term is expiring on 2nd June, 2025 was reappointed upon the recommendation of Nomination and Remuneration Committee, Audit Committee and Board of Directors in their respective meetings held on 26th May, 2025 subject to Shareholders approval for a period of 5 years w.ef. 3rd June, 2025 to 2nd June, 2030.

Mr. Kamal Sethia (DIN: 00081116), Managing Director and Mr. Sanjeev Sethia (DIN:00354700), Whole-time Director whose current term are expiring on 31st March, 2026 was reappointed upon the recommendation of Nomination and Remuneration Committee, Audit Committee and Board of Directors in their respective meetings held on 26th May, 2025 subject to Shareholders approval for a period of 5 years w.e.f. 1st April, 2026 to 31st 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 reappointment. 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 proficiencyself-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 Rules, 2014.

In the opinion of Board, Independent Directors fulfil 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.

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 (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 (g) Mr. Praveen Tandon- Chief Executive Officer (Appointed w.e.f. 17th April, 2024 ) (h) Ms. Lata Rani Pawa Company Secretary and Compliance Officer

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.

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 8th February, 2025.

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.

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 31st 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 31st March, 2025 and of the profits the Company for the year ended on that date; (c) the directorshadtakenproperandsufficient 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.

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

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.

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".

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 21th May, 2024, 30th May, 2024, 6th August, 2024, 12th November, 2024 and 8th February, 2025. * Designated as Chairperson w.e.f. 31st March, 2025.

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 30th May, 2024, 6th August, 2024, and 8th February, 2025.

* Designated as Chairperson w.e.f. 31st March, 2025. that the CSR spends of your Company for 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

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 30th May, 2024, 6th August, 2024 and 8th February, 2025.

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

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 8th February, 2025 and 29th March, 2025. * Appointed as member w.e.f. 8th February, 2025.

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 30th May, 2024, 6th August, 2024, and 8th February, 2025. * Appointed as member w.e.f. 8th 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 FY 2024-25 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

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 consecutive years from the Auditorsfor afirst conclusion of 41st Annual General Meeting (AGM) held on 30th September, 2023 till conclusion of 45th 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 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 31st March, 2025 does not contain any qualification, reservation or adverse remark requiring any explanations/ that they are not comments by the Board of Directors. No fraud has been reported by the Statutory Auditors under Section 143(12) that they have of the Companies Act, 2013 and the rules made thereunder.

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

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, pursuant to the provisions of amended Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) theireligibility under 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 2029-30, subject to the approval of Members in ensuing Annual General Meeting. M/s P.P. 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 disqualified to be appointed as Secretarial Auditors of the Company. They have also confirmed 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 43rd Annual General Meeting.

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

(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.

In accordance with Sections 92 and 134 of the Act read with MCA circular dated 28th August, 2020, and notification dated 5th 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 material orders passed by return in the prescribed format is available at website of the Company at www.elinindia.com.

The Key financial ratios for thest March, 2025 forms part of the Management Discussion and Analysis Report.

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

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 where the shares of the company are listed.

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.

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

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.

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

(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; (c) There was no revision of financial statements and Board's Report of the Company during the year under review; (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.

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

Your Company has always considered energy and natural resources conservation as a focus area.was 39.

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

(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.

During the financial year, the foreign exchange earned Million as interms of actual inflows 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.

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.

3. Provision for excess remuneration: If any Managerial Personnel draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the approval of members by way of Special Resolution, where required, he shall refund such sums to the Company, within two years or such lesser period as may be allowed by the Company, and until such sum is refunded, hold it in trust for the Company.

4. Increment: Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board, which should be within the slabs approved by the Shareholders in the case of Managerial Person.

5. Stock Options: Pursuant to the provisions of the Act, an Independent Director shall not be entitled to any stock option of the Company. Only such employees of the Company and its subsidiaries as approved by the Nomination and Remuneration Committee will be granted ESOPs.

6. The Executive Directors, except for a promoter director, will also be eligible for ESOPs as per the ESOP scheme in force from time to time. Grants under the ESOP scheme shall be approved by the NRC.

1. Remuneration/Commission: The remuneration/ commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the Rules made thereunder for the time being in force.

2. Sitting Fees: The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee(s). thereof, provided that the amount of such fees per meeting of the Board or Committee shall not exceed the maximum amount as provided in the Companies Act, 2013, as amended from time to time.

The evaluation/assessment of the Directors, KMP' and the senior management of the Company is to be conducted on an annual basis.

The following criteria may assist in determining how effective the performances of the Directors, KMP' and the senior management have been:

Contributingtoclearly plans

Obtain adequate, relevant & timely information from external sources

Review of strategic and operational plans, objectives and budgets

• Regular monitoring of corporate results against projections

Identify, monitor & take steps for mitigation of significant corporate risks

• Assess policies, structures & procedures

Review management's succession plan

Effective meetings

Assuring appropriate board size, composition, independence, structure

Clearly defining roles & monitoring activities of committees.

Additionally, for the evaluation/assessment of the performances of Managing Director(s)/Whole Time Director(s) of the Company, following criteria may also be considered:

• Leadership abilities

Communication of expectations & concerns clearly with subordinates

Direct, monitor & evaluate KMPs, senior officials Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/ Non-Independent Directors in a separate meeting of the Independent Directors.

The Executive Director/Non-Independent Directors along with the Independent Directors shall evaluate/assess each of the Independent Directors on the aforesaid parameters which shall also include the following: (a) Performance of the Directors; and (b) Fulfilment of the independence criteria as specified in LODR Regulations, 2015, as amended from time to time and their independence from the management.

Only the Independent Director being evaluated shall not participate in the said evaluation discussion.

a) The Performance Evaluation of Directors, the Board as a whole, its Committees be carried out on Annual Basis.

b) The Performance Evaluation be carried out in the manner as enumerated in the Nomination and Remuneration Policy of the Company.

c) Nomination and Remuneration Committee should carry out the performance evaluation of all Directors, Key Managerial Personnel's and Senior Officers of the Company and report to the Board of Directors for further evaluation.

d) The Board should carry out the Performance easons to do so in an individual Evaluation of Independent Directors, Board as a whole and its Committees and individual Directors.

e) Only the Director being evaluated will not participate in evaluation discussions.

f) Review of implementation and monitoring of the above manner of Performance Evaluation be done as and when required

Deviations from elements of this policy, when deemed necessary in the interests of the Company, will be made iftherearespecific