Elecon Engg.Co Director Discussions


Dear Members,

Your Directors have pleasure in presenting this 64th Annual Report together with the Audited Financial Statements for the financial year ended on 31st March, 2024.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavors.

Performance of the Company Standalone Financial Performance

For the year ended on 31st March, 2024, the Company has achieved a Turnover of RS. 1,59,967 Lakhs as against RS. 1,19,699 Lakhs in the previous year.

For the year ended on 31st March, 2024, the Company has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) of RS. 41,361 Lakhs as against the EBIDTA of RS. 28,069 Lakhs during the previous year.

The Net Profit after tax of the Company for the financial year 2023-24 was RS. 30,316 Lakhs compared to RS. 18,815 Lakhs during the previous year.

The Company holds total unexecuted orders about RS. 69,863 Lakhs (RS. 43,888 Lakhs for Gear Division and RS. 25,975 Lakhs of MHE Division) as on 31st March, 2024. This will help us to continue to have sustainable growth in coming years.

Consolidated Operations

Your Companys total consolidated turnover for the year ended on 31st March, 2024 was RS. 1,93,742 Lakhs as against RS. 1,52,968 Lakhs in the previous year.

For the year ended on 31st March, 2024, the Company has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) of RS. 47,447 Lakhs as against the EBIDTA of RS. 33,888 Lakhs during the previous year.

The Consolidated Net Profit after tax of the Company for the financial year 2023-24 was RS. 35,558 Lakhs compared to RS. 23,749 Lakhs during the previous year.

During the year under review, your Companys consolidated Net Worth is RS. 1,58,408 Lakhs as against RS. 1,26,156 Lakhs for previous year.

The Company holds total unexecuted orders about RS. 79,543 Lakhs (RS. 53,568 Lakhs for Gear Division and RS. 25,975 Lakhs of MHE Division) as on 31st March, 2024.

The summary of financial highlight is given below:

(Rs. in Lakhs)

Particulars Standalone Consolidated
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Turnover 1,59,967 1,19,699 1,93,742 1,52,968
Profit Before Tax, Finance Cost, Depreciation & Amortization and Adjustments for previous year (EBIDTA) 41,361 28,069 47,447 33,888
Add: Other Income 3,971 1,635 4,406 2,005
EBIDTA (Including other income) 45,332 29,704 51,853 35,893
Less : Finance Cost 594 1,130 864 1,331
Depreciation & Amortization 4,125 3,928 5,092 4,904
Profit before share of equity accounted investee and tax 40,613 24,646 45,897 29,658
Share of Profit of Associates - - 641 325
Profit Before Tax 40,613 24,646 46,538 29,983
Less: Provision for Tax 10,331 5,950 11,014 6,349
Deferred Tax (34) (119) (34) (115)
Profit After Tax 30,316 18,815 35,558 23,749
Add:
Other comprehensive income (135) (63) 88 75
Previous Year Balance Brought Forward 53,739 36,558 76,623 54,370
PROFIT AVAILABLE FOR APPROPRIATION 83,920 55,310 1,12,269 78,194
APPROPRIATIONS:
Dividend Paid 3,366 1,571 3,366 1,571
Balance Carried Forward 80,544 53,739 1,08,903 76,623

This will help us to continue to have sustainable growth in coming years.

Dividend

During the year, your Board has declared and paid an Interim Dividend of RS. 1/- (i.e. 50%) per Equity Share of RS. 2/- each for the financial year 2023-24. The said interim dividend was paid to shareholders of the Company on 8th November, 2023 and has amounted a cash outflow of RS. 1,122 Lakhs.

Your Directors have recommended Final Dividend of RS. 2/- (i.e. 100%) per Equity Share of RS. 2/- each for the financial year ended on 31st March, 2024 (previous year RS. 2 per share). The said dividend, if approved by the shareholders, would involve a cash outflow of RS. 2,244 Lakhs, against RS. 2,244 lakhs dividend in the previous year.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. As required under the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has a Policy on Dividend Distribution. The Dividend Distribution Policy of the Company can be accessed at

During the year under review, the unclaimed dividend pertaining to the financial year 2015-16 has been transferred to the Investor Education & Protection Fund.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for financial year 2023-24 in the statement of profit and loss.

Share Capital

The paid up Equity Share Capital as on 31st March, 2024 was RS. 2,244 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

The Board of Directors at their meeting held on 19th April, 2024 approved the sub-division of one equity share of face value of RS. 2/- each fully paid up, into 2 equity shares of face value of RS. 1/- each fully paid up, subject to the approval of the members at the ensuing General Meeting.

In view of the same, subject to the approval of the shareholders at the ensuing General Meeting, your Board of Directors has approved the alteration to the Clause V of Memorandum of Association of the Company with the following:

"The Authorized Share Capital of the Company is ? 1,78,00,00,000 (Rupees One Hundred Seventy Eight Crores) divided into 45,50,00,000 (Forty Five Crores Fifty Lakhs) Equity Shares of ?1/- each and 2,50,00,000 (Two Crores Fifty Lakhs) Cumulative Redeemable Preference Shares of ?2/- each and 1,27,50,000 (One Crore Twenty Seven Lakhs Fifty Thousand) Non-Cumulative NonConvertible Redeemable Preference Shares each of ? 100/-."

The Board of Directors at their meeting held on 19th April, 2024, has also considered and approved the request received from the Wizard Fincap Limited, belonging to the category of Promoter Group and who hold Nil shares in the Company, seeking its reclassification from the category of "Promoter Group" of the Company to the category to "Public" as they confirmed the Compliance requirement as set out under Regulation 31A of the Listing Regulations, subject to approval of members of the Company, Stock Exchanges and/or other approval(s), if any, as may be required.

Borrowings

Working Capital Borrowings:

Continuous monitoring and review of the receivables, inventories and other working capital parameters helped the Company to continue with Nil working capital borrowings as at 31st March, 2024. Further, the Company is working on effective Supply Chain Management to optimize overall working capital flow in the Company.

Cash and Cash Equivalent as at 31st March, 2024 was ?2,770 Lakhs.

There is no instance of one time settlement and valuation while taking loan from banks/financial Institutions.

Fixed Deposits:

The Company has not accepted any fixed deposits and there is no unpaid/unclaimed deposits as on 31st March, 2024.

Particulars of Loans, Guarantees or Investments:

The details of Loans given, Guarantees and Securities provided and Investments made by the Company in compliance with the Companies Act, 2013 are given in the notes to the Financial Statements.

Directors & Key Managerial Personnel (KMPs)

Cessation of Tenure of Independent Director

During the year under review, Shri Jai S. Diwanji (DIN: 00910410), a Non-Executive & Independent Director of the Company had completed the second & final term of his tenure and consequently, he ceased to be a Director of the Company from close of business hours on 31st March, 2024.

The Board placed on record their appreciation for the assistance and guidance provided by Shri Jai S. Diwanji during his tenure as a Non-Executive & Independent Director of the Company.

New Appointment

Shri Nirmal P. Bhogilal (DIN: 00173168), was appointed as a Non-Executive & Independent Director of the Company effective from 1st April, 2024 for a period of five years not liable to retire by rotation.

Members approval has been obtained by way of Special Resolution passed through Postal Ballot (remote e-voting) on 3rd March, 2024 for his appointment as a Non-Executive & Independent Director, under Sections 149 and 152 of the Companies Act, 2013 and under Regulation 17(1A) and Regulation 25 of Listing Regulations.

He is an industrialist and has a rich experience of more than 49 years in managing Machine Building and Engineering Industry. He is the Chairman of Batliboi Group. The Groups operations are in Machine Tools, Textile Machinery, Textile Air Engineering, Air-conditioning & refrigeration, Environmental Engineering, Wind Energy, Solar Energy and International Trade & Logistics. He was Past President of the Indian Machine Tool Manufacturers Association (IMTMA). He is currently a member of the CII Western Region. He is a Committee Member and Past President of Indo German Chamber of Commerce.

In the opinion of the Board, he is well versed in the fields of managing Machine Building and Engineering Industry. He has strong operational, deep understanding of multicultural business challenges. He has the requisite skills and capabilities for handling the desired roles & responsibilities as a NonExecutive & Independent Director of the Company his vast experience in the realm of various fields will be beneficial to the Company. Further, he possesses relevant proficiency which will bring tremendous value to the Board and to the Company.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Regulation 16(1)

(b) and other applicable regulations of the Listing Regulations, an Independent Director shall hold office for a term of five consecutive years and not be liable to retire by rotation. Accordingly, Shri Nirmal P. Bhogilal (DIN: 00173168) is appointed as an Independent Director to hold office for a term of five consecutive years from the date of 1st April, 2024 and shall not be liable to retire by rotation.

Director Retire by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Prashant C. Amin (DIN: 01056652), Director retires by rotation at the forthcoming 64th Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Board recommends his appointment for your approval.

Evaluation of Board and Senior Management

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. Further, the Nomination & Remuneration Committee has carried out the performance evaluation of Senior Management including the Company Secretary and Chief Financial Officer of the Company. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report which forms part of this report.

Meetings

During the year under review, four Board Meetings, four Audit Committee Meetings, one Stakeholders Relationship Committee Meeting, two Nomination and Remuneration Committee Meetings, one Corporate Social Responsibility Committee Meeting, three Risk Management Committee Meetings and one Separate Meeting of Independent Directors were held. During the year, some of the resolutions were also passed by way of circular, the details of which are given in the Corporate Governance Report. The intervening gaps between the Board Meetings were within the period prescribed under the Companies Act, 2013.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and Listing Regulations and their meetings are given in the Corporate Governance Report which forms part of this report.

Independent Directors

The Independent Directors met on 30th January, 2024 without attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 and under Regulation 25(8) of Listing Regulations, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.

Familiarization Programme for Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates, business model etc., alongwith updating on various amendments in the Listing Regulations and the Companies Act, 2013. The policy on Familiarization Programme is uploaded on the website of the Company and can be accessed through web link https://www.elecon.com/views/templates/admin- uploads/Investors/Policies/Details-of-Familiarization- Programmes-for-IDs.pdf

The Company has conducted the familiarization programme for Independent Directors of the Company, details for the same have been disclosed on the Companys website https://www.elecon.com/ investors/corporate-information

Nomination and Remuneration Policy

The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) and their remuneration.

As and when need arises to appoint Director, KMP and SMP, the Nomination and Remuneration Committee (NRC) of the Company will determine the criteria based on the specific requirements. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate. Director(s), KMP(s) and SMP(s) appointment and remuneration will be as per NRC Policy of the Company.

The salient features of the NRC Policy of the Company has been disclosed in the Corporate Governance Report, which is a part of this report. The said Policy is available on the Companys website on https:// www.elecon.com/views/templates/admin-uploads/ Investors/Policies/Elecon-Amendment-Policy-on- determining-materiality-events.pdf

Disclosures by Directors

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures to this effect as required under Companies Act, 2013.

Key Managerial Personnel (KMP)

As on 31st March, 2024, Shri Prayasvin B. Patel, Chairman & Managing Director, Shri Narasimhan Raghunathan, Chief Financial Officer and Smt. Bharti L. Isarani, Company Secretary are designated as KMP(s) of the Company.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), with respect to the Directors Responsibility Statement, the Board of Directors confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) The Directors have 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 of the Company for the period;

(c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

All contracts or arrangements with related parties, entered during the financial year were at arms length basis and in the ordinary course of the Companys business. All such contracts or arrangements were entered into with prior approval of the Audit Committee. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www.elecon.com/views/templates/admin- uploads/Investors/Policies/RPT-Policv-2022-FINAL.pdf None of the Directors or any Key Managerial Personnel has any material pecuniary relationships or transactions vis-a-vis the Company.

Auditors

Statutory Auditors

M/s. C N K & Associates, LLP, Chartered Accountants, appointed as a Statutory Auditors of the Company for a period of 5 (five) years i.e. from the conclusion of 61st Annual General Meeting for the Financial Year 2020-21.

The Board has taken note and M/s. C N K & Associates LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the Company in respect of its manufacturing activity are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. Ketki D. Visariya & Co., Cost Accountants as a Cost Auditors to audit the cost accounts of the Company for the financial year ended on 31st March, 2025 at a remuneration of RS. 1,70,000/- p.a. as required under the

Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s. Ketki D. Visariya & Co., Cost Auditors is included in the Notice convening the 64th Annual General Meeting.

The Cost Audit Report provided by the Cost Auditors of the Company i.e. M/s. Y. S. Thakar & Co., for the year 2022-23 was filed with the Ministry of Corporate Affairs before the due date of filing.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Samdani Shah & Kabra, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Report on the Secretarial Audit carried out by the Secretarial Auditor i.e. M/s. Samdani Shah & Kabra, Practicing Company Secretary during the Financial Year 2023-24 is annexed herewith as "Annexure A". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further, your Directors have on the recommendation of the Audit Committee appointed M/s. Samdani Shah & Kabra, Vadodara, Practicing Company Secretary, as Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued by SEBI from time to time. The Annual Secretarial Compliance Report for abovesaid financial year has been submitted to the stock exchanges within prescribed time limit as per Listing Regulations.

Subsidiary, Joint Venture & Associate Companies

As on 31st March, 2024, the Company has 12 Direct & Indirect Subsidiary Companies.

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and Listing Regulations, your Company had prepared Consolidated Financial Statements of the Company and its Subsidiaries and a separate statement containing salient features of financial statement of

Subsidiaries forms part of the Annual Report.

The Annual Report of the Company containing standalone and consolidated financial statements has been placed on the website of the Company. Further, annual accounts of the Subsidiary Companies have also been placed on the website of the Company. Any member who is interested in obtaining the Audited Financial Statements of the Subsidiary Companies may obtain the same by writing to the Company.

Financial Performance - Subsidiary Companies

Radicon Transmission UK Limited (Consolidated)

Total Income of the Benzlers Radicon Group has decreased by 2% to GBP 32.97 Million in current year compared to GBP 33.62 Million in previous year. EBITDA excluding other income increased to GBP 5.12 million in the current year compared to GBP 4.95 Million in previous year. The Company has made a Profit before Tax of GBP 3.97 Million in Current Year compared to Profit Before Tax of GBP 3.78 Million in previous year. The Company has achieved the profitability by cost rationalization coupled with change in strategy of optimization.

Benzlers Group (Nordic and Europe)

Benzlers Group has witnessed an increase in Sales Revenue of 3% to GBP 14.5 million in the current year compared to GBP 14.1 million in the previous year. The Companys EBITDA Margin is GBP 0.95 million in the current year compared to GBP 1.37 million in the previous year. Profits before tax and exceptional income have decreased to GBP 0.8 million compared to GBP 1.32 million in the previous year. The Company has achieved profitability through cost rationalization coupled with a change in strategy of optimization.

Radicon Transmission UK Limited

The Sales Revenue for the year has decreased by 4% to GBP 10.98 million compared to GBP 11.47 million in the previous year. EBITDA Margin has increased to GBP 1.74 million compared to GBP 1.68 million in the previous year. Profits Before Tax are GBP 1.35 million in the current year compared to GBP 1.13 million in the previous year.

Radicon Drive Systems, Inc

Radicon-USA has witnessed a decrease in Sales Revenue of 8% to GBP 8.44 million in the current year compared to GBP 9.14 million in the previous year. EBITDA increased with the current year to GBP 2.35 million, compared with the previous year of GBP 1.86 million.

Generating a Profit Before Tax of GBP 1.78 million in the current year compared to GBP 1.43 million in the previous year. The Company has achieved profitability through cost rationalization coupled with a change in strategy of optimization.

Elecon Singapore Pte. Limited

During the year under consideration, revenue of Elecon Singapore Pte. Ltd., has decreased by 6% from USD 2.85 million FY 2022-23 to USD 2.68 million FY 2023

24. EBITDA has decreased by 14% from 0.17 million FY 2022-23 to USD 0.15 million FY 2023-24.

Elecon Middle East FZCO, Dubai (Consolidated)

During the year, total revenue of Elecon Middle East FZCO (Consolidated) has increased by 12.5 %, from AED 28.42 million FY 2022-23 to AED 32.08 million FY 202324. Decrease in EBITDA by 5% from AED 5.73 million FY 2022-23 to AED 5.45 million FY 2023-24.

Elecon Middle East FZCO, Dubai, a Wholly Owned Subsidiary of the Company has incorporated its wholly owned subsidiary namely "Elecon Radicon Africa (Pty) Limited on 17th November, 2023.

Financial Performance - Associate

Eimco Elecon (India) Limited (EEIL)

During the year, EEIL has achieved a Turnover of RS. 22,750 Lakhs for year ended on 31st March, 2024 as against ^ 17,271 Lakhs in the previous year. For the year ended on 31st March, 2024; EEIL has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) including other income of T 5,649 Lakhs as against the EBIDTA of T 3,310 Lakhs during the previous year.

Vigil Mechanism / Whistle Blower Policy

The Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail the mechanism.

TheVigil Mechanism/Whistle Blower Policy is available on Companys website at https://www.elecon.com/views/ templates/admin-uploads/Investors/whistle-blower- policv/Elecon-Whistle-Blower-Policv-2022-new.pdf

Corporate Social Responsibility (CSR) Initiatives

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has already amended its policy on the recommendation of the Members of the CSR Committee and with the approval of the Board. The CSR policy may be accessed on the Companys Website at the https://www.elecon. com/views/templates/admin-uploads/Investors/ Policies/Index-CSR%20Policy-05.05.2021-30.08.2021. pdf

The Composition of the Committee and other details are provided in Corporate Governance Report, which is a part of this Annual Report.

The Company implements various CSR activities directly and / or through the implementing agencies and the activities undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereto, is given in "Annexure B", forming part of this report.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://www.elecon.com/views/templates/admin- uploads/Investors/Policies/Index-Elecon-Board- Diversitv-Policv-30-08-2022-pdf

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the financial period under review, no application is made or pending under the Insolvency and Bankruptcy Code, 2016 ("IBC 2016") against the Company.

Material Changes and Commitments

There are no material changes and commitments, affecting the financial performance of the Company that occurred during the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

There is no change in the nature of business during the year under review.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors and/or Secretarial Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

Risk Management

Being one of the top 500 Listed Company, the Company has implemented Risk Management System. The Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The said Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls. The details pertaining to the composition of the Risk Management Committee are included in the Corporate Governance Report, which is a part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure D"

Details of employee remuneration as required under the provisions of Section 197 of the Companies Act, 2013 and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available to any Shareholder for inspection on request. If any Shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary, where upon a copy would be sent through email only. The Annual Report excluding the aforesaid information is being sent to the members of the Company.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee (ICC) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. During the year under review, there were no complaints pertaining to sexual harassment.

The policy on Sexual Harassment at Workplace is placed on the Companys website at https://www.elecon.com/ views/templates/admin-uploads/Investors/Policies/ POSH-Policy-Final.pdf

Material Subsidiaries

The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The policy is available on the Companys website at

https://www.elecon.com/views/templates/admin-uploads/Investors/Policies/Elecon-Policy-on- Determining-Material-Subsidiary-2020.pdf

The Company does not have material subsidiary company.

Annual Return

The Annual Return of the Company as on 31st March, 2024 in the prescribed format is available on the Companys website. The web-link is as under:

https://www.elecon.com/investors/annual-return-as-provided-under-section-92-of-the-companies-act-2013

Business Responsibility and Sustainability Report

SEBI, vide its circular dated 10th May, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from financial year 2022-23.

Your Company being covered under top 500 companies, BRSR is applicable to it. The BRSR is forming part of the Annual Report and annexed as "Annexure- E"

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, separate reports on Management Discussion & Analysis and Corporate Governance together with a certificate from the Practicing Company Secretary form part of this Report.

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders. A detailed report on Corporate Governance is annexed as "Annexure F" to this Report alongwith the Auditors Certificate on its compliance by the Company.

Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Insurance

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

Internal Financial Control Systems and their adequacy

Your Company has an effective internal control and risk- mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, the Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee.

Industrial Relations/Personnel

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts, the Company invests and improvises development programmes for its employees.

Acknowledgement

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees to ensure that the Company continues to grow and excel.

For and on behalf of Board of Directors,

Prayasvin B. Patel

Chairman & Managing Director

DIN:00037394

Place: Vallabh Vidyanagar

Date : 19th April, 2024