The Directors take pleasure in presenting Sixty-Third (63^rd) Annual Report on the business and operations of the Company along with
the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

2. DIVIDEND

The Company has not declared Dividend for the financial

year 2025-26.

3. STATE OF THE COMPANY'S AFFAIRS

The Company's consolidated gross sales and other
income for the year under review was Rs. 59,314.76 Lakhs
as against Rs. 46,098.27 Lakhs for the previous year on a
consolidated basis.

The consolidated profit before tax was Rs. 10,038.73
Lakhs and the profit after tax was Rs. 8,737.49 Lakhs for
the year under review as against Rs. 7,426.60 Lakhs and
Rs. 6,611.12 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

During the year under review, there has been no change
in the authorized and 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, 2026.

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

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

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 (Formerly
known as Eduspace Services LLP), Wholly-owned
Subsidiary Company

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

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

11. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to Regulation 34 of the 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 behaviour 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. Sunil Khandelwal (DIN: 02549090),
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. Sunil
Khandelwal, 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"),
vide their respective meetings held on August 13, 2025,
have considered and approved the re-appointment of
Mr. Deepak Kumar (DIN: 07512769) as Chairman and
Managing Director of the Company for a further term of
three (3) consecutive years commencing from November
12, 2025 to November 11,2028. Thereafter, the Members
of the Company, at their Annual General Meeting held on
September 30, 2025, have considered and approved the
re-appointment of Mr. Deepak Kumar (DIN: 07512769) as
Chairman and Managing Director of the Company, for a
further term of three (3) consecutive years commencing
from November 12, 2025 to November 11, 2028,
pursuant to the provisions of Sections 196, 197, 203
read with Schedule V and other applicable provisions,
if any of the Companies Act, 2013 ("the Act") read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any

statutory modification(s) or re-enactment(s) thereof, for
the time being in force), Regulation 17(1 C) and other
applicable provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations").

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

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, 2026 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 Sixty-First (61st) Annual General Meeting ("AGM")
of the Company 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 2025-26.

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, the Members of
the Company at the Sixty-Second (62^nd) Annual General
Meeting ("AGM") of the Company held on September
30, 2025, 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 (62nd) Annual General Meeting ("AGM")
to be held in the Financial Year 2025-26 till the conclusion
of the Sixty-Seventh (67th) AGM of the Company, to be
held in the Financial Year 2030-31.

The Secretarial Audit of Ultra Sigma Private Limited
and Elpro Realty Private Limited (Formerly known as
Faridabad Management Private Limited), material
subsidiaries were carried out by M/s. M. K. Saraswat &
Associates LLP, Practicing Company Secretary for the
financial year 2025-26.

The Secretarial Audit Report of the Company along with
material subsidiaries for the financial year 2025-26 are
appended as "Annexure VI".

There are no qualifications, reservations or adverse
remarks made in the Secretarial Report(s) Report for the
financial year 2025-26.

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 4, 2025, CARE
Ratings Limited have assigned the following credit rating:

As on April 2, 2026, CARE Ratings Limited have re¬
affirmed assigned the ratings as "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
BENEFITS 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
Obligations and Disclosure Requirements) Regulations,
2015, 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
majority of Independent Directors. The transactions
which were repetitive in nature, were approved through
omnibus approval route.

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 Act. 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
cooperation 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

Deepak Kumar

Chairman and Managing Director
DIN:07512769

Mumbai, April 28, 2026