Notice of Sixty-Third (63rd) Annual General Meeting (''AGM'') along with Annual Report for the Financial Year 2025-26.

ELPRO INTERNATIONAL LIMITED 63rd ANNUAL REPORT 2025-26 Index Contents Page Notice of Annual General Meeting 02 Directors’ Report 09 Annexures to Directors’ Report I. Management Discussion and Analysis Report 14 II. Corporate Governance Report 17 III. Business Responsibility & Sustainability Report 33 IV. Report on Corporate Social Responsibility (CSR) Activities 69 V. Conservation of Energy, Technology Absorption, Foreign 71 Exchange Earnings and Outgo VI. Secretarial Audit Report 73 VII. Particulars of Employees 82 Standalone Auditors’ Report 84 Standalone Financial Statements 94 Notes forming part of the Accounts - Standalone 99 Consolidated Auditors’ Report 167 Consolidated Financial Statements 174 Notes forming part of the Accounts - Consolidated 180 Corporate Information Board of Directors Bankers Board Committees Mr. Deepak Kumar Kotak Mahindra Bank Limited Audit Committee (Chairman & Managing Director) HDFC Bank Limited Mr. K. R. Anil Kumar, Chairman ICICI Bank Limited Mr. Deepak Kumar, Member Mr. Surbhit Dabriwala Registered Office Mr. Naresh Agarwal, Member (Non-Executive and Non-Independent Director) “Nirmal”, 17th Floor, Nomination and Remuneration Nariman Point, Mumbai - 400 021 Committee Mr. K. R. Anil Kumar Tel. No.: 91 22 22023075 / 40299000 Mr. K. R. Anil Kumar, Chairman (Non-Executive and Fax No.: 91 22 22027995 Mr. Naresh Agarwal, Member Independent Director) Website: www.elpro.co.in Mr. Surbhit Dabriwala, Member Email: ir@elpro.co.in Mr. Naresh Agarwal (Non-Executive and Corporate Identity Number Stakeholders Relationship Committee Independent Director) L51505MH1962PLC012425 Mr. Naresh Agarwal, Chairman Mr. Surbhit Dabriwala, Member Mrs. Shruti Mimani Works Mr. Deepak Kumar, Member (Non-Executive and Elpro Compound, Chinchwad, Mr. Sunil Khandelwal, Member Independent Director) Pune - 411 033 Mr. Sunil Khandelwal Registrar & Share Transfer Agent Corporate Social Responsibility Committee (Non-Executive and MUFG Intime India Private Limited Non-Independent Director) Mr. Naresh Agarwal, Chairman (Formerly Link Intime Mr. Surbhit Dabriwala, Member India Private Limited) Chief Financial Officer Mr. Deepak Kumar, Member C 101, 247 Park, Mr. Deepak Kumar Ajmera L B S Marg, Vikhroli (West), Risk Management Committee Company Secretary Mumbai - 400 083 Mr. Naresh Agarwal, Chairperson Mr. Rushabh Ajmera Tel No: 022-4918 6270 / Mr. K. R. Anil Kumar, Member +91 – 8108116767 Statutory Auditors Email: rnt.helpdesk@in.mpms.mufg.com Mr. Sunil Khandelwal, Member M/s Lodha & Co LLP, Chartered Accountants Elpro International Limited Annual Report 2025-26 ELPRO INTERNATIONAL LIMITED CIN: L51505MH1962PLC012425 Registered Office: 17th Floor, Nirmal Building, Nariman Point, Mumbai - 400 021 Tel.: +91 22 4029 9000; Fax: +91 22 2202 7995 Email: ir@elpro.co.in Website: www.elpro.co.in NOTICE Notice is hereby given that the Sixty-Third (63rd) Annual General 3. Corporate Members intending to send their authorised Meeting (‘AGM’) of the Members of ELPRO INTERNATIONAL representative to attend the AGM are requested to send LIMITED will be held on Wednesday, September 30, 2026 at to the Company a certified copy of the Board Resolution 09:00 a.m. (IST) at Queens Hall, National Sports Club of India, authorizing their representative to attend and vote on Lala Lajpatrai Marg, Worli, Mumbai - 400018 to transact the their behalf at the Meeting either in advance or submit following businesses: the same at the venue of the AGM. ORDINARY BUSINESS: 4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be 1. To receive, consider and adopt: entitled to vote. a) the Audited Standalone Financial Statements 5. In compliance of Ministry of Corporate Affairs (“MCA”) in of the Company for the Financial Year ended terms of the General Circulars No. 14/2020 dated April March 31, 2026, together with the Reports of the 8, 2020; No. 17/2020 dated April 13, 2020; No. 20/2020 Board of Directors and Auditors thereon; and dated May 5, 2020; No. 02/2021 dated January 13, 2021; No. 19/2021 dated December 8, 2021; No. 2/2022 b) the Audited Consolidated Financial Statements dated May 5, 2022; No. 10/2022 dated December 28, of the Company for the Financial Year ended 2022; No. 09/2023 dated September 25, 2023, No. March 31, 2026, together with the Report of the 09/2024 dated September 19, 2024 and No. 3/2025 Auditors thereon. dated September 22, 2025 (collectively referred to as 2. To appoint a Director in place of Mr. Sunil Khandelwal “MCA Circulars”) read with SEBI Circulars No. SEBI/ (DIN: 02549090), who retires by rotation in terms of HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020; Section 152(6) of the Companies Act, 2013 and being No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January eligible, offers himself for re-appointment. 15, 2021; No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022; No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 By Order of the Board of Directors dated January 5, 2023; No. SEBI/HO/ CFD/CFDPoD2/P/ For Elpro International Limited CIR/2023/167 dated October 07, 2023 and No. SEBI/HO/ CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 (collectively referred as the “SEBI Circulars”), the Notice Rushabh Ajmera of 63rd AGM of the Company along with Annual Report Mumbai, April 28, 2026 Company Secretary for the Financial Year 2025-26 are being sent by electronic mode only to those Members who have registered their NOTES: email addresses with the Company / Depositories. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“AGM”) IS ENTITLED TO Members may please note that the 63rd AGM Notice APPOINT ANOTHER PERSON AS PROXY TO ATTEND along with Annual Report for the Financial Year 2025- AND VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH 26 will also be available on the Company’s website at PROXY NEED NOT BE A MEMBER OF THE COMPANY. www.elpro.co.in and website of the Stock Exchange THE PROXY FORM IN ORDER TO BE VALID AND where shares of the Company are listed i.e., EFFECTIVE, MUST BE DELIVERED AT THE REGISTERED www.bseindia.com. OFFICE OF THE COMPANY NOT LESS THAN FORTY- Further, in compliance with Regulation 36(1)(b) of the EIGHT HOURS BEFORE THE COMMENCEMENT OF SEBI (Listing Obligations and Disclosure Requirements) THE MEETING. Regulations, 2015 (“SEBI Listing Regulations”) a letter 2. In terms of Section 105 of the Companies Act, 2013 and providing the web-link, including the exact path, where applicable rules made there under, a person can act as a Annual Report for the financial year 2025-26 is available, proxy on behalf of members not exceeding 50 (fifty) and is being sent to those members whose e-mail address is holding in the aggregate not more than ten percent of not registered with the Company / Depositories. the total share capital of the Company carrying voting 6. The Register of Members and the Share Transfer Books rights. A member holding more than 10% (ten percent) will remain closed from Thursday, September 24, 2026 to of total share capital of the Company carrying voting Wednesday, September 30, 2026 (both days inclusive). rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or 7. Members / Proxies attending the AGM should bring the shareholder. Attendance Slip, duly filed, for handing over the venue of the AGM. Statutory Reports Financial Statements 8. Brief profile and other additional information pursuant Accordingly, Members who still hold shares in physical to Regulation 36(3) of the SEBI Listing Regulations and form are advised to dematerialize their holdings. Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India, in 15. Members can avail the nomination facility in respect of respect of Director seeking re-appointment, is annexed shares held by them in physical form pursuant to Section to this Notice. 72 of the Act read with relevant rules. Members desiring to avail this facility may send t [Showing first 8,000 characters — download PDF for full document]