Elpro International Ltd. - Annual Report 2021

Elpro International Ltd

17th Floor, Nirmal, Nariman Point Mumbai 400 021, India T +91 2222023075, +91 2240299000 F +91 2222027995 CIN: L51505MH1962PLC012425

Date: September 06, 2021

To, BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Dear Sir/ Madam

Sub: Annual Report for the Financial Year 2020-21 and Notice convening the 58[th] Annual General Meeting.

As per the requirement of Regulation 30 and Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith Annual Report of the Company for the Financial Year 2020-21 along with the Notice convening the 58[th] Annual General Meeting scheduled to be held on September 28, 2021 at 10:00 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhavan, Ground Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai – 400021.

We request you to take the above information on record.

Thanking You

Yours faithfully, For Elpro International Limited

==> picture [69 x 49] intentionally omitted <==

==> picture [90 x 37] intentionally omitted <==

Binal Khosla Company Secretary

ELPRO INTERNATIONAL LIMITED

58[th] AnnuAl RepoRt 2020-21

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

Board of Directors

Mr. Deepak Kumar (Chairman & Managing Director) Mr. Surbhit Dabriwala Mr. Narayan T. Atal Mr. Sunil Khandelwal Ms. Shweta Kaushik Mr. Naresh Agarwal

COMMITTEEs Of DIRECTORs

Audit Committee

Mr. Narayan T. Atal Mr. Naresh Agarwal Mr. Deepak Kumar

Nomination and Remuneration Committee

Chief Financial Officer

Mr. Sambhaw Kumar Jain

Company secretary

Ms. Binal Khosla

Auditor

M/s. VSS & Associates Chartered Accountants

Mr. Narayan T. Atal Mr. Naresh Agarwal Mr. Surbhit Dabriwala

stakeholders Relationship Committee

Mr. Narayan T. Atal Mr. Deepak Kumar Mr. Sunil Khandelwal Mr. Surbhit Dabriwala

CsR Committee

Bankers

Kotak Mahindra Bank Limited IndusInd Bank Limited

Registered Office

“Nirmal”, 17th Floor, Nariman Point, Mumbai - 400 021 Tel. No.: 91 22 22023075 / 40299000 Fax No.: 91 22 22027995 Website: www.elpro.co.in

Corporate Identity Number

L51505MH1962PLC012425

Works

Elpro Compound, Chinchwad Gaon, Pune - 411 033

share Transfer Agent

Link Intime India Pvt. Ltd. C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai - 400 083 Tel No: 022 49186270 Fax: 022 49186060 Website: www.linkintime.co.in

Mr. Narayan T. Atal Mr. Deepak Kumar Mr. Surbhit Dabriwala

INDEx

INDEx
Contents	Page No.
Notice of Annual General Meeting	3
Directors’ Report & Annexures thereto	10
Management Discussion & Analysis	31
Report on Corporate Governance	33
Auditors’ Report of Standalone	47
Financial Statements
Balance Sheet - Standalone	54
Proft and Loss Statement - Standalone	55
Cash Flow Statement - Standalone	56
Notes forming part of the Accounts -	59
Standalone
Auditors’ Report of Consolidated	101
Financial Statements
Balance Sheet - Consolidated	104
Proft and Loss Statement - Consolidated	105
Cash Flow Statement - Consolidated	106
Notes forming part of the Accounts -	109
Consolidated

~~2~~

AGM NOTICE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

ELPRO INTERNATIONAL LIMITED

Regd. Office: Nirmal, 17[th] Floor, Nariman Point, Mumbai – 400 021 CIN:L51505MH1962PLC012425

NOTICE

Notice is hereby given that the 58[th] ANNUAL GENERAL MEETING of the members of ELPRO INTERNATIONAL LIMITED will be held on Tuesday , September 28, 2021 at 10:00 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhavan, Ground Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai- 400021 to transact the following businesses:

ORDINARY BUSINESS

To consider and adopt the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2021, Reports of Directors and Auditors of the Company thereon.
To appoint a Director in place of Mr. Surbhit Dabriwala (holding DIN: 00083077), who retires from office by rotation and being eligible, offers himself for re-appointment.

3. To approve Scheme of loan to employees including Managing Director/Whole-Time Directors of the Company. To consider, and pass the following resolution as a Special Resolution as thought fit:

“REsOLVED THAT in accordance with the provisions of Section 185(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications(s), change or re-enactment thereof, for the time being in force), approval of members of the Company be and is hereby accorded to approve a Scheme of loan for its employees including Managing Director/ Whole Time Director of the Company as set out in the explanatory statement annexed to the notice convening this Annual General Meeting.”

“REsOLVED fURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to ratify any loans given earlier and to finalize, sanction and disburse the loans to employees of the Company including Managing Director/ Whole Time Director, and also to delegate all or any of the above powers to any one Director of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”

By Order of the Board for Elpro International Limited

Sd/Date: 14.08.2021 Binal Khosla Place: Mumbai Company Secretary

NOTEs:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN ORDER TO BE VALID AND EFFECTIVE, MUST BE DELIVERED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
As per Section 105 of the Companies Act, 2013 and relevant rules made there under, a person can act as a proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than 10% (ten percent) of total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
Members/Proxies should bring the enclosed Attendance Slip duly filled in, for attending the meeting.
Corporate members intending to send their authorised representative to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
The relevant Explanatory Statements pursuant to Section 102(1) of the Companies Act, 2013, in respect of Item No. 3 of the Notice as set out above, is annexed hereto and forms part of the Notice.

~~3~~

AGM NOTICE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
Individual Shareholders can avail of the facility of nomination. The nominee shall be the person in whom all rights of transfer and/or amount payable in respect of the shares shall vest in the event of the death of the shareholder(s). A minor can be a nominee provided the name of the guardian is given in the Nomination Form. The facility of nomination is not available to non-individual shareholders such as Bodies Corporate, Kartas of Hindu Undivided Families, Partnership Firms, Societies, Trusts and holders of Power of Attorney. For further details, please contact the Company’s corporate office.
Members are requested to:
(a) intimate to the Company’s Registrar and Share Transfer Agents, changes, if any, in their respective addresses along with Pin Code Number at an early date.
(b) Quote Folio Numbers in all their correspondence.
(c) Consolidate holdings into one folio in case of multiplicity of Folios with names in identical orders.
The Securities and Exchange Board of India has mandated that securities of listed companies can be transferred only in dematerialised form w.e.f. 1st April, 2019. Accordingly, the company and its RTA has stopped accepting any fresh lodgement of transfer of shares in physical form. Members holding shares in physical form are advised to avail of the facility of dematerialization.
Queries on accounts and operations of the Company, if any, may please be sent to the Company at least seven days in advance of the meeting so that the information may be made readily available at the Meeting.
The Register of Members and the Share Transfer Books of the Company will be closed from Tuesday, 21[st] September, 2021 to Tuesday 28[th] September, 2021 (both days inclusive) for the purpose of Annual General Meeting of the Company.
In compliance with Ministry of Corporate Affairs (“MCA”)General Circular No. 02/2021 dated January 13, 2021 MCA General Circular No. 20/2020 dated May 5, 2020 read together with MCA General Circular Nos. 14 & 17/2020 dated April 8, 2020 and April 13, 2020 respectively, and Securities and Exchange Board of India (‘SEBI’) Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, the notice of the 58[th] AGM along with the Annual Report 2020-21 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2020-21 will also be available on the Company’s website at www.elpro.co.in and website of the Stock Exchange i.e. BSE Limited at www.bseindia.com.
Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited. at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083.
VOTING THROUGH ELECTRONIC MEANs:

In compliance with Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable the members to cast their vote electronically. The members may cast their vote using an electronic voting system from a place other than the venue of the AGM (“remote e-voting”). Necessary arrangements have been made by the Company with Central Depository Services (India) Limited (CDSL) to facilitate e-voting.

The facility for voting through polling paper shall be made available at the AGM and the members attending the AGM who have not cast their vote by remote e-voting shall be able to exercise their right at the AGM. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

The instructions for members for remote e-voting are as under:

(i) The voting period begins on Saturday, September 25, 2021 at 9:00 a.m. and ends on Monday, September 27, 2021 at 5:00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date September 21, 2021, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

~~4~~

AGM NOTICE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of sEBI circular no. sEBI/HO/CfD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

in Demat modeis	given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDsL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web. cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/ LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is availableathttps://web. cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode withNsDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp

~~5~~

AGM NOTICE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

	OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting
Individual	You can also login using the login credentials of your demat account through your Depository
Shareholders	Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will
(holding securities	be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to
in demat mode)	NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
login through	feature. Click on company name or e-Voting service provider name and you will be redirected
theirDepository	to e-Voting service provider website for casting your vote during the remote e-Voting period
Participants	orjoiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual shareholders holding securities in demat mode for any technical issues related

to login through Depository i.e. CDsL and NsDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDsL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNsDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(v) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

If you are a frst-time user	follow the steps given below:
	for shareholders holding shares in Demat form other than individual and Physical form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth(DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded inyour demat account or in the companyrecords in order to login.
	• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld as mentioned in instruction(v).

~~6~~

AGM NOTICE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) facility for Non – Individual shareholders and Custodians –Remote Voting

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
(xvii) If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058738 and 02223058542/43.
- All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 02223058542/43.
Once the vote on a resolution is cast by the shareholder through remote e-voting, the shareholder shall not be allowed to change it subsequently.

~~7~~

AGM NOTICE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

The voting right of the shareholders shall be in proportion to their shares in the paid up equity capital of the Company as on the cut-off date.
A copy of this notice is placed on the website of the Company and the website of CDSL.
Mrs. Jayshree A. Lalpuria, Practicing Company Secretary (Certificate of Practice Number 7109) has been appointed as scrutinizer for conducting the e-voting in fair and transparent manner.
The Scrutinizer shall after the conclusion of the voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make not later than 3 days of the conclusion of AGM, a consolidated Scrutinizer Report of the total votes cast in favour or against , if any, to the Chairman or a person authorised by the chairman in writing, who shall countersign the same and declare the result of the voting forthwith.
The result declared along with the Scrutinizer Report shall be placed on the Company’s website - www.elpro. co.in, and the website of CDSL within two days of passing the resolutions at the AGM of the Company and communicated to BSE Ltd.

By Order of the Board for Elpro International Limited

Place: Mumbai Date: 14.08.2021

Sd/- Binal Khosla Company Secretary

ExPLANATORY sTATEMENT

The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (“Act”),sets out all material facts relating to the business mentioned at Item No. 3 of the accompanying Notice dated 14th August, 2021:

The Board of Directors proposes to introduce the Scheme of Loan for its employees including Managing Director/ Whole Time Director after due consideration of their association and efforts towards the progress of the Company.

The Board of Directors of the Company in their meeting held on June 30, 2021 has approved the Scheme of giving loan to its employees including Managing Director/ Whole Time Director of the Company. The sanction of loan will be at the sole discretion of the Management. The policy is subject to review by the management from time to time.

The broad terms of the said Policy are as under:

Purpose: Company recognize the need by its Employees monetarily in meeting unexpected emergencies like payment of house deposit, purchase of house, child education, hospitalization expenses etc. including any personal needs. To meet these needs / goals, the Company will consider granting its employees loan on a limited scale.

Amount of Loan: The maximum amount of loan shall not exceed three years basic salary and shall be redeemed within a maximum of 60 months.

Rate of interest: 0% to 12% p.a, as may be decided by the Managing Director

Repayment terms: Within the maximum limit and maximum tenure, the amount of the loan and the tenure for repayment shall be decided on case to case by the Management based on the employee’s monthly salary, purpose of the loan, longevity in the Company, etc

In terms of Section 185 of the Companies Act, 2013, the consent of the Members by way of special resolution is required for adoption of the scheme.

Your Directors recommend passing of this resolution by way of a special resolution.

None of the other Directors / Key Managerial Personnel of the Company /their relatives except Mr. Deepak Kumar, Managing Director of the company are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.3 of the Notice.

~~8~~

AGM NOTICE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Annexure I

Disclosure relating to Directors seeking appointment/ re-appointment pursuant to Regulation 36(3) of securities and Exchange of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Clause 1.2.5 of the secretarial standard 2 on General Meetings:

of the secretarial standard 2 on General Meetings:
Name of the Director	Mr. surbhit Dabriwala
DIN	00083077
Qualifcation	Bachelor of Arts & Science in 1998 fromUniversity of Pennsylvania Graduate
Expertise in specifc functional areas	Diversifed experience in the line of realestate, insurance service, private and public equities that include global equities and hedge funds
Date of appointment on the Board of the Company	April 20, 2009
Details of Shares held in the Company as on 31.03.2021	14,41,281 shares representing 0.85%of paid up capital of the Company
Terms & Conditions of appointment/re-appointment	Re-appointment as Non-Executive Non-Independednt Director, liable to retire byRotation
Remuneration to bepaid	Nil
Remuneration last drawn	Nil
List of Companies in which outside Directorships held as on 31.03.2021	1. PNB Metlife India InsuranceCompany Limited 2. Dabri Properties & Trading Co Ltd 3. First Apartments Private Limited 4. Amaranth Education PrivateLimited
Chairman / Member of the Committees of otherCompanies on which he is a Director as on 31.03.2021	PNB Metlife India Insurance Company Limited 1. CSR Committee - Member 2. NRC Committee - Member
Category	Non- Executive Promoter Director
Relationship with other Directors/Manager/Key Managerial Personnel	NIL

~~9~~

DIRECTORs’ REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

DIRECTORs’ REPORT

Dear Shareholders,

The Directors present the 58[th] Annual Report along with the Audited Financial Statement for the year ended March 31, 2021.

|1.|fINANCIAL REsULTs|(In Lakhs)|(In Lakhs)|
|---|---|---|---|
||Particulars|standalone||
|||2020-21|2019-20|
||Gross Sales|6315.32|10981.17|
||Other Income|330.33|408.14|
||Proft/(loss)before tax and exceptional items|494.76|700.19|
||Exceptional items – Income/(Loss)|0.00|0.00|
||Proft/ Loss before Taxation|494.76|700.19|
||
Provision for taxation|-207.85|225.65|
||Proft/ Loss after tax|702.61|474.54|
||
Other Comprehensive Income/(Loss)|940.23|150.96|
||Total Comprehensive Income|1642.85|625.50|

2. OVERVIEW AND sTATE Of COMPANY’s AffAIR

The Company’s revenue from operations during the year stood at Rs. 6,315.32/- lacs as compared to previous year Rs. 10,981.17/- /- lacs, having decrease of 42.49% mainly on account of booking of revenue against sale of part retail area situated in Elpro City Square to tune of Rs.6042.45 Lakhs during previous year. All other segmental operating revenues are stable as compared to previous year. The COVID-19 pandemic manifested itself into a global crisis, adversely affecting economies of all nations. To contain the spread of Covid-19, the Government of India, imposed nationwide lockdown from 24th March, 2020 and the plant of the company was shut down temporarily from 24th March, 2020. The plants received approval for resuming operations and the same was resumed in June 2020 . Production at the plant started in gradual manner after implementing necessary precautions as per various guidelines issued by the Government. However, the second wave of the pandemic since March, 2021 has proven to be more infectious and severe than the initial wave of last year, and once again the businesses are feeling the impact of the same. While up until now the impact of the second wave on the overall business is not substantial, the situation is continuously evolving and extent to which your Company’s operational and financial position can get impacted still remains uncertain. Your Company is confident that it is now much better equipped with resources to absorb any short-term business disruptions.

The Company has been periodically reviewing the impact of Covid-19 on its operations and is also keeping a close watch on any other possible impacts of any third wave of the pandemic.

3. CONsOLIDATED fINANCIAL sTATEMENT

The Consolidated Financial Statements have been prepared in accordance with the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.

4. sUBsIDIARY COMPANIEs/ AssOCIATE COMPANIEs

The Company has “Dabri Properties and Trading Company Limited” and “PNB Metlife India Insurance Limited” as Associate Companies as at the end of financial year ended March 31, 2021. Pursuant to section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the associate companies as on March 31, 2021 in Form AOC -1 is annexed herewith as ‘Annexure I’

During the financial year, no other company became or ceased to be the Subsidiary, Joint Venture or Associate Company.

5. CHANGE IN NATURE Of BUsINEss

During the financial year 2020-21, Company has not changed its nature of business and has been continuing with the same line of business.

6. sHARE CAPITAL

The paid-up capital equity share capital as on 31[st] March, 2021 was ` 1694.79 Lakhs. During the year under review, the Company has not issued or allotted any securities.

~~10~~

DIRECTORs’ REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

7. MANAGEMENT DIsCUssION AND ANALYsIs

The Management Discussion and Analysis as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2020-21.

8. DIVIDEND

Owing to uncertainty prevailed due to current pandemic situation and to mobilze the resources of the Company for future business opportunities, there is no dividend recommended by the Board of Directors of the Company for financial year 2020-21. The register of members and share transfer books will remain closed from Tuesday, 21[st] September, 2021 to Tuesday, 28[th] September, 2021.

9. AMOUNT PROPOsED TO BE TRANsfERRED TO REsERVEs

Your Directors do not propose to transfer any amount to reserves as on 31[st] March, 2021.

10. PUBLIC DEPOsITs

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for time being in force.

11. DIRECTORs AND KEY MANAGERIAL PERsONNEL

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Surbhit Dabriwala, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The brief resume and other relevant details of Director seeking appointment/ re-appointment is given in the annexure to the Notice of the Annual General Meeting.

Except the above, no other Director or Key Managerial Person has been appointed, resigned or retired during the year.

12. DIRECTORs REsPONsIBILITY sTATEMENT:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors 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) We 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) We 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; and
(d) We have prepared the annual accounts on a “going concern” basis.
(e) We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
(f) We have devised proper systems to ensure compliance with the provisions of all provisions of all applicable laws and that such systems are adequate and operating effectively.

13. BOARD INDEPENDENCE

The following Non- Executive Directors are Independent Directors in terms of Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013:

Mr. Narayan Tulsiram Atal
Ms. Shweta Aditya Kaushik
Mr. Naresh Agarwal

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, 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 SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

~~11~~

DIRECTORs’ REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

14. BOARD EVALUATION

The Companies Act, 2013, rules thereunder and the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 provide that the Annual Report of the Company shall disclose the following:
Manner in which formal performance evaluation of the Board, its Committee, and Individual Directors including independent directors has been carried out; and
Evaluation criteria.

To this effect, on the basis of the Policy for performance evaluation of Independence Directors, Board, Committees and other Individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and Individual Directors.

The performance was evaluated on parameters such as attendance and participants in the meetings, compliance with policies of the Company, ethics, code of conduct, safeguarding interest of whistle-blowers under vigil mechanism, professional skills, problem solving, and decision making, etc.

15. BOARD COMMITTEEs

In accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, currently there are following committees:

Audit Committee
Nomination and Remuneration Committee
Stakeholders’ Relationship Committee
CSR Committee
Investment Committee
Executive Committee

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the “Corporate Governance Report”, which forms a part of this Annual report.

16. MEETINGs Of THE BOARD

Four meetings of the Board of Directors were held during the year. The details of the Board Meetings and the attendance of the Directors at the meetings are provided in the report on Corporate Governance which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.

17. PARTICULARs Of EMPLOYEEs

In terms of the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as “Annexure - II” to the Directors Report.

None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in the said rules.

18. NOMINATION AND REMUNERATION POLICY

In terms of Section 178 (3) of the Companies Act, 2013 and Part D of Schedule II Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed Nomination and Remuneration Policy. The said policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters is available on the Company’s website at http://www.elpro.co.in/Investor -relations.php.

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

19. fAMILIARIZATION PROGRAMMEs fOR INDEPENDENT DIRECTORs

Independent Directors, on their appointment, are issued a Letter of Appointment setting out in details the terms of appointment, duties, responsibilities and expected time commitments. Necessary arrangements are made to organize the interactive sessions with the member of Senior Management of the Company. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company is displayed up on the website of the Company. Weblink for the same is https://www.elpro.co.in/ Investor-relations.php.

During the year under review, Independent Directors were apprised on an ongoing basis in the various Board/ Committee meetings on Industry developments, regulatory updates, business overview, operations, financial

~~12~~

DIRECTORs’ REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

statements, update on statutory compliances for Board members, etc. In this regard presentations were made to Board, by the Managing Director & CFO and other managerial personnel

20. 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.

21. INTERNAL CONTROL sYsTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

22. EMPLOYEE sTOCK OPTION PLAN

To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted Elpro Employee Stock Option Scheme 2019 with the approval of shareholders. The said scheme is in compliance with the SEBI (Shared based Employee Benefits) Regulations, 2014, (ESOP Regulations). The Nomination and Remuneration Committee monitors the Company’s ESOP scheme.

During the financial year 2019-20, Company has granted 39,47,596 stock options under the ESOP Scheme 2019. 34,54,216 granted options were accepted by the employees. A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under ESOP Scheme 2019 is disclosed on the website of the Company at http://www.elpro.co.in/Investor-relations.php.

23. AUDITORs AND AUDITORs REPORT

sTATUTORY AUDITORs

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under, at the Annual General Meeting held on September 27, 2019, M/s. VSS & Associates, Chartered Accountants (Firm Registration No. 105787W), were appointed as Statutory Auditors of the Company for the first term of 5(five) years to hold office from conclusion of 56th Annual general Meeting to the conclusion of 61st Annual General Meeting to be held in the year calendar year 2024. However, the Companies Amendment Act, 2017 (Vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs) omits the provision related to annual ratification from the Companies Act, 2013 and the requirement of seeking ratification of appointment of Statutory Auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of ensuing AGM.

There are no qualifications, reservations, adverse remarks or disclaimer made by Ms. VSS & Associates, Statutory Auditors, in their report for the financial year 2020-21.

sECETARIAL AUDITORs

Pursuant to Section 204 of the Companies Act, 2013 and Rules there under, the Secretarial Audit for the financial year 2020-21 was conducted by M/s. Jayshree A. Lalpuria & Co., Practicing Company Secretary and the Secretarial Audit report for the financial year ended March 31, 2021 is annexed herewith marked as “Annexure III” in this report.

The said secretarial audit report does not contain any qualifications, reservations or adverse remarks or disclaimer made by the Secretarial Auditor.

The Board has also appointed M/s. Jayshree A Lalporia & Co. as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial year 2021-22.

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 Auditor monitors and evaluates 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. PARTICULARs Of LOANs GIVEN, INVEsTMENTs MADE, GUARANTEEs GIVEN AND sECURITIEs PROVIDED

Particulars of investments made, loans given and guarantees given are provided in the Standalone financial statements (Please refer to Note No. 8,9,18,50 to the Standalone financial statements). There are no securities provided by the Company.

~~13~~

DIRECTORs’ REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

25. PARTICULARs Of CONTRACTs OR ARRANGEMENTs WITH RELATED PARTIEs REfERRED TO IN sECTION 188(1) Of COMPANIEs ACT, 2013

During the financial year, your company has entered into related party transactions which were on arm’s length basis and in ordinary course of business. There were no material transactions with any related party as referred in sub- section (1) of Section 188 of the Companies Act, 2013, read with the Companies (Meetings & Board and its Powers) Rules, 2014.

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 the link http://www.elpro.co.in/Investor relations.php.

26. MATERIAL CHANGEs AND COMMITMENTs AffECTING fINANCIAL POsITION BETWEEN THE END Of fINANCIAL YEAR AND DATE Of REPORT

There are no occurrence of material changes and commitment made between the end of the financial year and date of this report which has affected the financial position of the Company.

27. VIGIL MECHANIsM/ WHIsTLE BLOWER POLCIY

The Company has established a vigil mechanism/ whistle blower policy for Directors and employees to report their genuine concerns. The whistle blower policy is also uploaded on company’s website.

28. RIsK MANAGEMENT fRAMEWORK

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company has also formulated a Risk Management Policy.

29. ExTRACT Of ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return (MGT 7) of the Company for the year ended on March 31, 2021 is available on the Company’s website at www.elpro.co.in.

30. CONsERVATION Of ENERGY, TECHNOLOGY ABsORPTION:

a) Conservation of Energy

i. Steps taken for energy conservation, inter alia, including the following
Company has its own wind power mills for generation of wind power electricity
Improvement in energy efficiency by replacement of CFL to LED lights in offices

Office Air Conditioning comfort temperature optimization

Electricity Consumption reduction by daily monitoring and control
Operational control of HVAC system (air conditioning) in winding premises

Compressed air pressure reduction in non -use time

Closing of unwanted opening from air-conditioned premises reducing cooling loss

  - Access control on air conditioning. Installation of remote-control switch in office optimizing operating temperature.

ii. Steps taken by the Company for utilizing alternate sources of energy:
- Open the blinds/ curtains in offices to use natural lights
iii. Capital Investment on energy conversation equipments Nil
b) Technology Absorption:
Not Applicable
c) Expenditure incurred on Research and Development: Nil

31. fOREIGN ExCHANGE EARNINGs AND OUTGO:

Earning and outgo in foreign exchange during the year under review were 35.72 Lakhs and 75.94 Lakhs as against 85.85 Lakhs and 84.10 Lakhs respectively in the previous year.

32. sIGNIfICANT AND MATERIAL ORDERs PAssED BY THE REGULATORs OR COURTs

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

~~14~~

DIRECTORs’ REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

33. sExUAL HARRAsMENT Of WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDREssAL) ACT, 2013

The Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to creating a healthy working environment that enables employee to work without fear of prejudice, gender bias and sexual harassment. A policy on Anti Sexual Harassment of employees at workplace or other places involving employees of the Company has been adopted by the Directors of the Company in its meeting. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

During financial year 2020-21 there were no cases reported under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. CORPORATE sOCIAL REsPONsIBILTY (CsR)

The Corporate Social Responsibility and Governance Committee (CSR & G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website. The content of the policy along with the annexure specified in Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as “Annexure IV”.

35. BUsINEss REsPONsIBILITY REPORT:

A Business Responsibility Report as required under Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms part of this Annual Report as “Annexure V”.

36. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirement as set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. Pursuant to Regulations 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015, Reports on Management Discussions and Analysis and on Corporate Governance have been included elsewhere in this report as separate sections. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also been included in the Annual Report.

37. COsT RECORDs

The Company is not required to maintain Cost Records as specified for the Central government under Sub-section(s) of Section 148 of the Companies Act, 2013

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.

38. INDUsTRIAL RELATIONs:

Employee relations were by and large satisfactory. No man days were lost due to strikes and lock out and the like.

39. ACKNOWLEDGEMENT

The Directors sincerely appreciate the employees of the Company for their commitment, dedication and support. They would also like to express their gratitude to various Government/ Regulatory authorities, Customers, Vendors, Banks, Shareholders and others associated with the activities of the Company and look forward for the same in the years to come.

For and on behalf of Board of Directors

Place: Mumbai Date: 14.08.2021

Sd/- Deepak Kumar Chairman & Managing Director (DIN: 07512769 )

~~15~~

ANNExURE I

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

fORM AOC - I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiary company/associate company/joint ventures

PART “B”: AssOCIATEs

statement pursuant to section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates	Dabri Properties & Trading Co. Ltd.	PNB Metlife India Insurance Company Limited
Latest audited balance sheet date	As on March 31, 2021	As on March 31, 2021
The date on which the Associate was associated or acquired	30thMarch, 2006	2ndAugust, 2001
Shares of associate held by Company on the year end - No. of Shares - Amount of Investment in Associate - Extent of Holding%	2,26,977 `22.50 Lakhs<br>31.77%\|22,97,89,903<br>`24,054.25 Lakhs 11.42%
Description of how there is signifcant infuence	Since the Company is holding more than 25% of shareholding of Dabri Properties & Trading Co. Ltd., the Company has signifcant infuence	The Company has infuence over the entity due to board representation.
Reason why the associate is not consolidated	NA	NA
Networth attributable to shareholding as per latest audited balance	`306.5 Lakhs\|`16,186.18 Lakhs
Proft/(Loss)for theyear	`3.58 Lakhs\|`1154.51 Lakhs
i. Considered in Consolidation	Yes	Yes
ii. Not Considered in Consolidation	NA	NA

Names of associates or joint ventures which are yet to commence operations - Nil
Names of associates or joint ventures which have been liquidated or sold during the year - Nil

For and on behalf of the Board of

Elpro International Limited

sd/sd/Deepak Kumar Narayan Atal Managing Director Director (DIN: 07512769) (DIN:00237626)

sd/sambhaw Kumar Jain Chief Financial Officer (PAN: AJGPP2859K)

sd/Binal Khosla Company Secretary (M. No. 29802)

Place: Mumbai Date : 14.08.2021

~~16~~

ANNExURE II

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Particulars of Employees

1) Details Pertaining to remuneration as required under section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial officer(CFO) and Company Secretary (CS) during the financial year 2020-21, ratio of remuneration of each Director to the Median Remuneration of the Employees (MRE) of the Company for the financial year 2020-21 are as under:

Name of Director/KMP and Designation	Remuneration of Director/KMP for fY 2020-21(`In Lakhs)	% increase in Remuneration in the fY 2020-21	Ratio of remuneration of each Director to MRE for fY 2020-21
Mr. Deepak Kumar Chairman & Managing Director	33.68	-	0.87
Mr. Sambhaw Kumar JainCFO	46.14	-	NA
Ms. Binal Khosla CS	6.12	-	NA

(ii) The Median Remuneration of Employees (MRE) of the Company during the financial year 2020-21 was 4,13,313.5/- and for previous year it was 4,88,749/-
(iii) The percentage increase in the median remuneration of employees in the financial year is Nil.
(iv) There were 42 permanent employees on the rolls of company as on March 31, 2021.
(v) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year 2020-21 was Nil and average percentile increase in the managerial remuneration was Nil.
(vi) The Company affirms that remuneration is as per the Nomination and Remuneration policy of the Company.

2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the financial year 2020-21 or part thereof.

Details of top ten employees in terms of remuneration drawn during the financial year 2020-21 are as follows:

2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:	2) Information as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 No employee of the Company was in receipt of remuneration, in excess of Rupees One Crore Two Lakhs per annum or Rupees Eight Lakhs Fifty Thousand per month during the fnancial year 2020-21 or part thereof. Details of top ten employees in terms of remuneration drawn during the fnancial year 2020-21 are as follows:
(`in lacs)
sr. No.	Name of Employee	Designation	Qualifcation	Date of joining	Age in years	Annual remuneration	Last employment held before joining the company	% of equity shares heldby the employee as perclause (iii) of sub-rule (2) of Rule 5 (% of holding for self along with spouse and dependent children, if exceeding 2% of holding)	Whether the employee is a relative of any director ormanager of the company and if so, name of such director or manager
1.	Mr. Sambhaw Kumar Jain	CFO	B.Com, CA	01/09/2006	49	46.14	Elpro Estates Limited	Nil	No
2.	Mr. Deepak Kumar	Chairman & Managing Director	Management Graduate	11/12/2016	44	33.68	Elpro Estates Limited	Nil	No
3.	Mr. Vicky Gandhi	Technical head	Bachelor of Engineering Graduate	11/07/2019	36	16.17	Elpro Estates Limited	Nil	No
4.	Nishant Kansal	AGM in Legal & Marketing	MBA in Marketing	11/07/2019	35	12.63	Elpro Estates Limited	Nil	No

~~17~~

ANNExURE II

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(` in lacs)

									(`in lacs)
sr. No.	Name of Employee	Designation	Qualifcation	Date of joining	Age in years	Annual remuneration	Last employment held before joining the company	% of equity shares heldby the employee as perclause (iii) of sub-rule (2) of Rule 5 (% of holding for self along with spouse and dependent children, if exceeding 2% of holding)	Whether the employee is a relative of any director ormanager of the company and if so, name of such director or manager
5.	Bharat Raghunath Aher	B.A. Arts	Manager in Safety & Security	01/04/2020	46	10.46	Phoenic market city, Pune	Nil	No
6.	Avaduth Savant	Manager legal	CS, LL.B.	01/04/2020	32	10.33	Zenox Facilities llp	Nil	No
7.	Mr. Deepak Daga	AGM- operations	D.M.E.	11/02/2020	54	10.16	Shreem Capacitors Pvt. Ltd.	Nil	No
8.	Mr. Gajanand Dahima	Manager- Accounts	B.Com (hons)	01/05/2008	35	9.90	KIDCO	Nil	No
9.	Mr. Amit Bankar	General Manager in Operations	Bachelor in Hotel Management & Catering Technology	01/04/2020	35	9.81	Deepak Fertilizers & Petrochemical Corporation Limited	Nil	No
10.	Mr. Parash Jain	Asst. Manager	M.B.A. Finance and LL.B	24/08/2010	35	8.73	Fortuna FT Ghana Limited	Nil	No

Note:

Nature of employment is permanent and terminable by Notice on either side.
Terms and conditions of the employment are as per Company’s Rules.

for and on behalf of the Board of Directors

Place : Mumbai Date : 14.08.2021

sd/Deepak Kumar Chairman & Managing Director (DIN: 07512769)

~~18~~

ANNExURE III

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

form No. MR-3

sECRETARIAL AUDIT REPORT

fOR THE fINANCIAL YEAR ENDED March 31, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members, Elpro International Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Elpro International Ltd . (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31[st] March, 2021 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2021 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder:
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable to the Company during the Audit Period);
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period);
(vi) Other laws specifically applicable to the Company namely:
(a) Maharashtra Ownership Flats (Regulation of the promotion of construction, sale, management and transfer) Act, 1963
(b) Transfer of Property Act, 1882

~~19~~

ANNExURE III

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.
(ii) The Listing Agreement entered into by the Company with BSE Ltd. read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision of the Board of Directors and its Committees is carried through and are captured and recorded as part of the minutes. There were no dissenting views.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there was no event/action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

For JAYsHREE A. LALPURIA & CO., PRACTISING COMPANY SECRETARIES

sd/- Place: Mumbai (Jayshree A. Lalpuria) Date: 13[th] August, 2021 Proprietor UDIN: A017629C000777674 ACS: 17629 CP: 7109

Note: Considering this situation due to pandemic “COVID 2019”, books, documents, records, e-forms (forms) and returns, registers, minutes were not verified physically and the same were made available in electronic mode and were verified on the bases of the representations received and made by the management of the Company, its officers, agents and authorised representatives for its accuracy and authenticity. Accordingly, wherever, in the report, words such as “examined”, “review”, “verification” are being stated it should be construed as examination, review, verification of records in electronic form.

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

~~20~~

ANNExURE III

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Annexure A

To,

The Members,

Elpro International Limited

Secretarial Audit Report of even date is to be read along with this letter.

The compliance of provisions of all laws, rules, regulations, standards applicable to Elpro International Limited (the ‘Company) is the responsibility of the management of the Company. My examination was limited to the verification of records and procedures on test check basis for the purpose of issue of the Secretarial Audit Report.
Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Company. My responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to me by the Company, along with explanations where so required.
I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial and other legal records, legal compliance mechanism and corporate conduct. The verification was done on test check basis to ensure that correct facts as reflected in secretarial and other records produced to me. I believe that the processes and practices I followed, provides a reasonable basis for my opinion for the purpose of issue of the Secretarial Audit Report.
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and major events during the audit period.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For JAYsHREE A. LALPURIA & CO., PRACTISING COMPANY SECRETARIES

Place: Mumbai Date: 13[th] August, 2021 UDIN: A017629C000777674

sd/(Jayshree A. Lalpuria) Proprietor ACS: 17629 CP: 7109

~~21~~

ANNExURE IV

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

Annual Report on Corporate social Responsibility (CsR) Activities

1. Brief outline on CsR Policy of the Company.

The CSR initiatives of the Company continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfilment of its role as a Socially Responsible Corporate with environmental concern.

We have adopted a Corporate Social Responsibility policy in compliance with the requirements of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014. 2. Composition of the CSR committee:

sr. No.	Name of Director	Designation/ Nature of Directorship	Number of meetings of CsR Committee held during the year	Number of meetings of CsR Committee attended during theyear
1.	Narayan T. Atal	Chairman, Independent, Non executive Director	1	1
2.	Deepak Kumar	Member, ManagingDirector	1	1
3.	Surbhit Dabriwala	Member, Non Independent Non Executive Director	1	0

Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company: Composition of the CSR committee, CSR Policy and CSR projects is available on the Company’s website on http://elpro.co.in/Investor-relations.php.
Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable.
Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

Sr No.	Financial Year	Amount available for set off from preceding fnancialyears	Amount required to be set off for the fnancial year, if any.
	Not Applicable

Average net profit of the Company as per Section 135(5): ` 300.17 Lakhs
(a) Two percent of average net profit of the Company as per section 135(5): ` 6.00 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (c) Amount required to be set off for the financial year, if any: Nil
(d) Total CSR obligation for the financial year (7a+7b-7c): ` 6.00 Lakhs
(a) CSR amount spent or unspent for the financial year:

|Total Amount
spent for the
financial
Year.
(in**Lakhs)**|**Amount Unspent(**in Lakhs)|Amount Unspent(**in Lakhs)**|**Amount Unspent(**in Lakhs)|Amount Unspent(**in Lakhs)**|**Amount Unspent(**in Lakhs)|
|---|---|---|---|---|---|
||Total Amount transferred
to Unspent CsR Account
asper section 135(6).|Amount transferred to any fund specifed under Schedule
VII as per second proviso to section 135(5).||||
||Amount|Date of
transfer|Name of the
fund|Amount|Date of
transfer|
|`75 Lakhs|Not Applicable|||||

~~22~~

ANNExURE IV

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1)	(2)	(2)	(3)	(3)	(4)	(4)	(5)	(5)	(5)	(6)	(7)	(7)	(8)	(8)	(9)	(9)	(10)	(10)	(11)	(11)	(11)
Sr. No.	Name of the Project		Item from the list of activities in Schedule VII to the Act		Local area (Yes/No).		Location of the project.			Project duration	Amount allocated for the project (in`).\|\|Amount<br>spent in<br>the current<br>fnancial<br>Year (in`).		Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in`).		Mode of Implementation Direct (Yes/No).		Mode of Implementation- Through Implementing Agency
							State	District											Name		CSR Registration Number
- Not Applicable -
c) Details of CSR amount spent against other than ongoing projects for the fnancial																		year:
(1)	(2)			(3)		(4)			(5)					(6)		(7)		(8)
Sr. No.	Name of the Project			Item from the list ofactivities in Schedule VII to the Act.		Local area (Yes/No).			Location of the project.					Amount spent for the project (`in Lakhs).		Mode of implementation Direct (Yes/No).		Mode of Implementation - Through Implementing Agency
									State			District						Name		CSR Registration number.
1.	Contribution to Trust			Clause (ii) advancement of education		Yes			Maharashtra			Mumbai		`75.00 Lakhs		No		Jaichandi Charitable Trust		NA
(d) Amount spent in Administrative Overheads: Nil (e) Amount spent on Impact Assessment, if applicable: Not Applicable (f) Total amount spent for the Financial Year (8b+8c+8d+8e):`75.00 Lakhs (g) Excess amount for set off, if any:
sr. No.		Particular																Amount (`in Lakhs)
1.		Twopercent of average netproft of the companyasper section 135(5)																6.00
2.		Total amount spent for the Financial Year																75.00
3.		Excess amount spent for the fnancialyear[(ii)-(i)]																69.00
4.		Surplus arising out of the CSR projects or programmes or activities of the previous fnancialyears, if any																Nil
5.		Amount available for set off in succeedingfnancialyears[(iii)-(iv)]																69.00

(a) Details of Unspent CSR amount for the preceding three financial years:

|Sr.
No.|Preceding Financial
Year|Amount transferred
to Unspent CSR
Account under section
135 (6) (in Lakhs)|Amount spent in the<br>reporting Financial<br>Year (in Lakhs).|Amount
transferred
to any fund
specifed
under
Schedule VII
as per section
135(6), if any.|Amount
remaining to
be spent in
succeeding
fnancial years.
(in Lakhs)| |---|---|---|---|---|---| ||Name of the Fund|Amount(in Lakhs)|Date of transfer|||
|||Nil||||

~~23~~

ANNExURE IV

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not applicable

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sr. No.	Project ID	Name of the Project	Financial Year in which the project was commenced	Project Duration	Total amount allocated for the project (`in Lakhs)\|Amount<br>spenton<br>the project<br>in the<br>reporting<br>Financial<br>Year (`in Lakhs)	Cumulative amount spent at the end of reporting Financial Year. (`in Lakhs)	Status ofthe project -Completed / Ongoing.
Not Applicable

In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details): Not Applicable
(a) Date of creation or acquisition of the capital asset(s): None
(b) Amount of CSR spent for creation or acquisition of capital asset: Nil
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): Not Applicable
Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5): Not Applicable

sd/Deepak Kumar Managing Director DIN: 07512769

sd/Narayan T. Atal Chairman - CSR Committee DIN: 00237626

~~24~~

ANNExURE V

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

BUsINEss REsPONsIBILITY REPORT

ABOUT THE COMPANY

Our Company was incorporated on July 27, 1962 with the Registrar of Companies, Maharashtra, Mumbai, as a public limited company under the Companies Act, 1956. On November 14, 1962, our Company received certificate of commencement of business from the Registrar of Companies, Maharashtra at Mumbai. The Company is involved in various business segments such as of manufacturing surge arresters, construction and development of real estate properties, equity investment in third parties and windmill operations.

ABOUT THIs REPORT

The Securities and Exchange Board of India (SEBI) as per its Listing Obligations and Disclosure Requirements Regulations, 2015 has mandated the inclusion of a “Business Responsibility Report” (BRR) as part of company’s Annual Report for top 1000 listed entities based on market capitalisation at the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The reporting framework is based on the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs)’ released by the Ministry of Corporate Affairs, Government of India, in July 2011, which contains 9 Principles and Core Elements for each of the those 9 Principles. Following is the first Business Responsibility Report of the Company which is based on the format suggested by SEBI.

sECTION A: GENERAL INfORMATION ABOUT THE COMPANY

Corporate Identity Number (CIN) of the Company
Corporate Identity Number (CIN) of the Company : L51505MH1962PLC012425 2. Name of the Company : Elpro International Limited 3. Registered Address : Nirmal 17 Floor, Nariman Point Mumbai - 400021 4. Website : www.elpro.co.in 5. E-mail Id : [email protected] 6. Financial Year reported : 1[st] April, 2020 to 31[st] March, 2021
Sector(s) that the Company is engaged in (industrial activity code-wise):

Name and Description of main Products	Industry Activity Code(NIC Code)
Real Estate	681
Manufacture of electrical machinery& appraratus	31

8. List three key products/services that the Company manufactures/provides (as in balance sheet):

i. Real estate activities with own or leased property
ii. Manufacture surge suppression product like lighting arrestors, varistors, accessories, and other products for complete spectrum of high and low voltage application.

9. Total number of locations where the business activity is undertaken by the Company:

a) Number of International Locations : None
- (Provide details of major 5)
b) Number of National Locations:
- Elpro International Limited
- Chaphekar Chowk, Chinchwad Gaon, Pune – 4110 033

10. Markets served by the Company (International/domestic): domestic

sECTION B: fINANCIAL DETAILs Of THE COMPANY As ON 31sT MARCH, 2021

1.	Paid upCapital	:	`1694.79 Lakh
2.	Total Turnover	:	`6315.32 Lakh
3.	Total Proft after taxes	:	`702.61 Lakh
4.	Total spending on Corporate Social Responsibility (CSR) as percentage of Proft after tax (%)	:	Refer Annual Report on CSR activities (Annexure IV to Directors’ Report)
5.	List of activities in which expenditure in 4 above has been incurred	:	Refer Annual Report on CSR activities (Annexure IV to Directors’ Report)

~~25~~

BUsINEss REsPONsIBILITY REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

sECTION C: OTHER DETAILs

1. Does the Company have any subsidiary Company/ Companies?

The Company had no Subsidiary Company.

2. Do the subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s) –

Not applicable

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/ entities? [Less than 30%, 30-60%, More than 60%]-

No such other entity is directly involved in BR initiatives of the Company.

sECTION D: BR INfORMATION

1. Details of Director/Directors responsible for BR

a. Details of the Director/Directors responsible for implementation of the BR policy/policies

Mr. Deepak Kumar

Chairman & Managing Director

DIN: 07512769

b. Details of the BR Head

Sr. No.	Particulars	Details
1.	DIN Number(if applicable)	07512769
2.	Name	Deepak Kumar
3.	Designation	ManagingDirector
4.	Telephone Number	022 40299000
5.	E-mail id	[email protected]

2. Principle-wise (as per NVGs) BR Policy/policies

a. Details of compliance (Reply in Y/N)

sr. No.	Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
		Ethics, transparency & sustainability accountability	sustainability in life-cycle of product	Employee well-being	stakeholder engagement	Promotionof humanrights	Environmental Protection	Responsible public policy advocacy	Inclusive Growth and Equitable Development	Customer value
1	Do you have a policy/ policies for	Y	Y	Y	Y	Y	Y	NA	Y	Y
		1. Code of Conduct 2. Whistle Blower Policy 3. Code of Fair Disclosure of Unpublished Price Sensitive Information 4. Policy on Related PartyTransactions 5. Policy on Disclosure ofMaterial Events		1. Code ofConduct 2. Whistle Blower Policy 3. Preventionof Sexual Harassment of women atwork place	Whistle Blower Policy	1. Code of Conduct 2. Prevention of Sexual Harassment of women at workplace	Environment, Health and Safety Policy		CSR Policy
2	Has the policy being formulated in consultationwith the relevant stakeholders?	Y	Y	Y	Y	Y	Y	NA	Y	Y

~~26~~

BUsINEss REsPONsIBILITY REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

sr. No.	Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
3	*Does the policy conform to any national /international standards? If yes, specify?	Y	Y	Y	Y	Y	Y	Y	Y	Y
4	**Has the policy being approved by the Board?If yes, has it been signed by MD/ owner/ CEO/ appropriate Board Director?	Y	Y	Y	Y	Y	Y	NA	Y	Y
5	Does the company have a specifed committee of the Board/ Director/ Offcial to oversee the implementation of the policy?	Y	Y	Y	Y	Y	Y	NA	Y	Y
6	Has the policy been formally communicated to all relevant internal and external stakeholders?	Y	Y	Y	Y	Y	Y	NA	Y	Y
7	Indicate the link for the policy to be viewed online?	http://elpro.co.in/Investor-relations.php
8	Does the company have in-house structure to implement the policy/ policies	Y	Y	Y	Y	Y	Y	NA	Y	Y
9	Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders’ grievances related to the policy/ policies?	Y	Y	Y	Y	Y	Y	NA	Y	Y
10	***Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?	Y	Y	Y	Y	Y	Y	Y	Y	Y

Policies adopted by the Company meet with the regulatory requirements

**The Company policies are approved by Board of Directors and the said policies are signed by Managing Director.

*** The policies are reviewed by the Board periodically.

b. If answer to the question at serial number 1 against any principle, is ‘No’, please explain why:NA

3. Governance related to BR

a. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year – Annually
b. Does the Company publish a BR or a sustainability Report? What is the hyperlink for viewing this report?

How frequently it is published? Yes, this is the Second year of applicability of BRR to the Company. Going forward, the Company will publish the BRR annually as a part of its Annual Report.

~~27~~

BUsINEss REsPONsIBILITY REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

sECTION E: PRINCIPLE-WIsE PERfORMANCE

Principle 1: Ethics, transparency & sustainability accountability

1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend to the Group/Joint Ventures/ suppliers/Contractors/NGOs /Others?

Yes, the Whistle Blower policy of the Company which is applicable to not just all our directors, employees and their representative bodies, but it also extends to all its business associates and security holders as well. This policy provides a platform to these stakeholders for reporting violation of any law, misuse or misappropriation of the Organization’s assets, gross waste of or misuse or misappropriation of the organization’s funds, incorrect financial reporting or misrepresentation of facts which are not in line with applicable Company policy, substantial and specific danger to health and safety, serious improper conduct (including any kind of mental or sexual harassment) and leakage of Unpublished Price Sensitive Information by any employee/director in the Company. Rest of the policies cover only the Company.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so. –

There were Nil complaints received during Financial Year 2020-21.

Principle 2: sustainability in life-cycle of product

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.: NA

2. for each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):

a. Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain? Not Applicable
b. Reduction during usage by consumers (energy, water) has been achieved since the previous year? Not applicable.

3. Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.: Not applicable

4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors? Not applicable

5. Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.: Not applicable

Principle 3: Employee wellbeing

Please indicate the Total number of employees: 42 employees
Please indicate the Total number of employees hired on temporary/contractual/casual basis: Nil
Please indicate the Number of permanent women employees: 4
Please indicate the Number of permanent employees with disabilities: Nil
Do you have an employee association that is recognized by management? No
What percentage of your permanent employees are members of this recognized employee association? Not applicable
Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

s r . No.	Category	No. of complaints fled during the fnancialyear	No. of complaints pending as on end of the fnancialyear
1.	Child labour/forced labour/ involuntary labour	Nil	Nil
2.	Sexual harassment	Nil	Nil
3.	Discriminatoryemployment	Nil	Nil

~~28~~

BUsINEss REsPONsIBILITY REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?

The training related to safety norms for Covid -19 has been given to all employees.

Principle 4: stakeholder’s management

1. Has the company mapped its internal and external stakeholders? Yes/No

Yes, the Company has mapped its internal and external stakeholders. We recognise employees, communities surrounding our operations, business associates, customers, shareholders/investors and regulatory authorities as our key stakeholders.

2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders?

Yes, The Company commits to operate in an economically, socially and environmentally responsible manner whilst balancing the interests of diverse stakeholders. The Company’s initiatives in the areas of Corporate Social Responsibility are targeted to bring meaningful difference in the lives of its associated stakeholders.

3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.

The Company has undertaken CSR initiatives to provide education aid to children.

Principle 5: Promotion of Human Rights

1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/suppliers/Contractors/NGOs/Others?

The Company’s Code of Conduct and Policy on Prevention of Sexual Harassment of Women at Workplace are applicable to the Company only.

3. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

No complaint was received pertaining to human rights violation during the past financial year.

Principle 6: Environmental Protection

1. Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/ Contractors/NGOs/Others. : applicable to the Company.

2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.: No

3. Does the company identify and assess potential environmental risks? Y/N -: No

The Company’s operations do not involve usage of any hazardous material.

4. Does the company has any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed? No

5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for webpage etc.: No

6. Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported? Not applicable

7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.: Nil

Principle 7: Responsible public policy advocacy

1. Is your company a member of any trade and chamber or association?: No

2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes, specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others): No

Principle 8: Inclusive Growth

1. Does the Company have specified programmes/ initiatives/ projects in pursuit of the policy related to Principle 8? If yes, provide details thereof:

Yes, the Company considers Corporate Social Responsibility as an important aspect of its operations. It has aligned its thrust areas in line with the requirements of Schedule VII to the Companies Act, 2013. To oversee

~~29~~

BUsINEss REsPONsIBILITY REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

implementation of various initiatives, Company has formed a Board Level Committee called Corporate Social Responsibility (CSR) Committee.

Are the programmes/ projects undertaken through in-house team/ own foundation/ external NGO/ government structures/ any other organisation?
All CSR Programmes of the Company are implemented through external NGOs.
Has the Company done any impact assessment for its initiative? No
What is the Company’s direct contribution to community development projects (Amount in? and the details of the projects undertaken)?
During the FY 2019-20, the Company has implemented its CSR activities through NGOs. The Company hasn’t directly contributed to any community development projects.
Has the Company taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in around 50 words
The Company’s CSR activities are conducted keeping in mind the specific needs of the communities and the CSR committee monitors the progress be done by the community.

Principle 9: Customer Value

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year.

There are no pending customer complaints as on 31st March, 2021.
Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A. /Remarks (additional information) –: NA
Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.: No
Did your company carry out any consumer survey/ consumer satisfaction trends?: No

~~30~~

MANAGEMENT DIsCUssION AND ANALYsIs REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

MANAGEMENT DIsCUssION AND ANALYsIs REPORT

Industry structure and Development:

The coronavirus (COVID-19) outbreak at the start of 2020 unleashed a health and economic crises, unprecedented in scope and magnitude, with lockdowns and border closures paralyzing economic activity and laying off millions of workers across the world. As per the International Monetary Fund (IMF), the global economy contracted by 3.3% vis-à-vis 2.8% growth registered in 2019. While Advanced Economies (AEs) declined by 4.7%, with the USA and Europe contracting by 3.5% and 6.6% respectively, Emerging Markets and Developing Economies (EMDEs) clocked a relatively less contraction of 2.2%, the improvement largely reflects rebound in the Chinese economy in the second half of CY 2020 post successful containment of virus spread in the country. Looking further ahead, global GDP growth rate for 2022 is projected to be 4.4%, higher than an earlier estimate of 4.2%. (Source: IMF World Economic Outlook, April’ 21).

The Indian economy is estimated to have contracted by 8.0% in FY 2020-21 as against 4.0% growth recorded in FY 2019-20, marking a recession since 1980. Overall economic slowdown, led by COVID-19 onstage followed by stringent lockdowns severely impacted economic activity, bringing manufacturing and trading activities to a screeching halt. Prolonged lockdown exacerbated existing vulnerabilities of the country including the weakened financial sector, private investments and consumption demand and also dampened real estate sector. The escalating second wave of corona virus infections present a risk to the growth forecast for FY 2021-22 as the re-imposition of virus management measures is expected to curb economic activity and could dampen market and consumer sentiment.

Despite the challenges posed by the COVID-19 in FY 2020- 21, the outlook for FY 2021-22 seems promising largely due to relaxations in lockdowns, large scale vaccination drives, normalization of economic activities, thrust on reviving manufacturing and real estate.

India is estimated to expand at a growth rate of 12.5% in the coming fiscal year, as per the International Monetary Fund’s projections. The growth rate of the country is greater than some of the most advanced economies. Before the second wave devastated the country, the rate of economic revival was better than earlier estimated. The proliferation of the virus and its mutation pose an imminent threat. As more and more people are getting vaccinated and with the things returning to near normal we hope to witness the same economic revival that was taking place post the initial lockdown. The Indian economy is resilient as was suggested by mobility indicators ANNUAL REPORT 2020-21 75 INDUSTRIES LIMITED during the period. The country is quickly ramping up both its health infrastructure and vaccination drive. There is also an uptick in industrial production as well as demand for energy, construction material and steel and textiles and consumer goods. Confidence in the economy will however depend on the national government’s ability to cope with the health crisis, the efficacy of policy measures and the success of the vaccination drive.

Opportunity & Threats:

Global economic recovery is also accelerating coupled with rising per capita income, expanding middle class, continuing urbanization witnessing high growth opportunities. Various reforms announced by the Government such as ‘Housing for all by 2022’, subvention Scheme for low cost housing, development of ‘Smart Cities’ and the real estate regulatory bill are expected to benefit the sector over the medium and long-term. The approval to Real Estate Investment Trust (REITs) was also an extremely welcome step which should help in growth, particularly in the office and retail business. The RBI has started to soften the interest rates. Further downtrend in the interest rate cycle remains crucial for revival of the sector.

The real estate sector is one of the most globally recognized sectors. The real estate sector comprises four sub sectors - housing, retail, hospitality and commercial. The growth of this sector is well complemented by the growth of the corporate environment and the demand for office space as well as urban and semi-urban accommodations. The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy. By 2040, real estate market will grow to ‘ 65,000 crore from ‘ 12,000 crore in 2019. Real estate sector in India is expected to reach a market size of US$ 1 trillion by 2030 from US$ 120 billion in 2017 and contribute 13% to the country’s GDP by 2025. Retail, hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for India’s growing needs. Indian real estate is expected to increase by 19.5% CAGR from 2017 to 2028. After the unlocking process was initiated in the third quarter of 2020, both the residential and office markets started showing promising signs of revival. As business activities resumed with the gradual opening of the economy in the third quarter of 2020, the office market witnessed green shoots of recovery. Sentiments improved further in the last quarter of 2020 with the news of potential vaccine development and the office market continued its recovery momentum

~~31~~

MANAGEMENT DIsCUssION AND ANALYsIs REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

While the management of your Company is confident of creating and exploiting the opportunities, it also finds the following challenges:

Unanticipated delays in project approvals;
Availability of accomplished and trained labour force;
Concern due to ongoing pandemic situation;
Increased cost of manpower;
Rising cost of construction;
Growth in auxiliary infrastructure facilities; and
Over regulated environment

segment wise performance:

The Company is continuing it’s efforts to explore new market in export as well as in domestic market by new technology adoption.

Risks & Concerns and Outlook:

Company is exposed to a number of risks such as economic, regulatory and market risks. Some risk may arise in the normal course of business that could impact its ability to address future developments Company has implemented robust risk management policies that set out the tolerance for risk. The Company is committed to maintain the same quality benchmark in future as well. As the Indian economy continue to have steady growth with political stability, we remain positive about the markets in which we operate and maintain an optimistic outlook on a long term

Internal control system & its adequacy:

Company has adequate internal control system to optimise the use and protection of assets, facilitate accurate and timely compilation of financial statements and management reports and ensure compliance with statutory laws, regulations and Company policies. The Company also instituted budgetary control mechanisms pursuant to which the management regularly reviews actual performance with reference to budgets and forecast.

Human resource and Industrial relations:

Employee relations throughout the year was satisfactory. There were 42 permanent employees on the roll of company as on March 31, 2021.

CHANGEs IN KEY fINANCIAL RATIOs:

Pursuant to provisions of Regulation 34(3) of SEBI (LODR) Regulations 2015 read with Schedule V Part B(i) details of the change in key financial ratios is given hereunder:

Name	Category	Year Ended	Year Ended	Deviation in %
		31/03/2021	31/03/2020
Debtors Turnover*	in Days	70	12	482.44%
InventoryTurnover	in Days	67	70	-4.36%
Interest Coverage Ratio	Times	1.31	1.43	-8.10%
Current Ratio	Times	0.52	0.49	6.20%
Debt EquityRatio	Times	0.93	1.08	-13.36%
OperatingProft Margin^	%	42.75	29.45	45.17%
Net Proft Margin	%	7.44	6.15	21.10%
Return on Net Worth**	%	2.98	2.22	34.13%

*Debtor to turnover have increased due to increase in outstanding of lease rentals from various tenants occupied in Elpro City Square.

^Operating profit margin improved by 45.17% as compared to last during due to recoding of substantial revenue for sale of portion of Mall in previous year which have lesser margins as compared to other operating revenue/income. **Similarly return on Networth increased due to increase in operating profit margin.

CAUTIONARY sTATEMENT:

Statements in this “Management discussion and analysis report” describing the Company’s projections, estimates, expectations or predictions may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

~~32~~

REPORT ON CORPORATE GOVERNANCE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter also referred to as “SEBI (LODR) Regulations”), this Report alongwith the chapter on Management Discussion and Analysis reports on Company’s (Elpro International Limited, herein after also referred to as the “Company” or “Elpro”) is a compliance on Corporate Governance provisions applicable to listed companies in India.

1) Company’s Philosophy on Corporate Governance:

In rapidly changing business and technological environment, the Company regularly reviews its strategic directions, operational efficiency and effectiveness, reliable reporting and compliances so as to meet various stakeholders’ expectations and long-term sustainability.

The Company’s philosophy on Corporate Governance revolves around principles of ethical governance and is aimed at conducting business in an efficient and transparent manner and in meeting its obligations to shareholders and other stakeholders. This objective is achieved by adoption corporate practices based on principles of transparency, accountability, fairness and integrity to create long term sustainable value for all its stakeholders in a balanced and accountable manner.

Your Company is compliant with all the mandatory provisions of SEBI (LODR) Regulations, 2015. The details of compliance are as follows:

2) Board of Directors:

For Elpro, the Corporate Governance begins at the top of its Governance structure, its Board of Directors, which comprises of eminent experts who are committed to the key underlying principles and values that constitute the best standards of corporate governance.

a) Composition of Board:

The total strength of the Board of Directors is 6 (six) as on March 31, 2021. Of the total 6 (six) Directors, 1(one) is Non-executive Promoter Director, 1(one) Executive Director, 1(one) Non-executive Non-Independent Director and 3 (three) are Non-Executive Independent Directors including 1 (one) Woman Director. No Director is related to any other Director on the Board.

b) Attendance of each Director at Board Meetings and at last Annual General Meeting:

Name of Director	Designation	Category	No. of Board Meetings attended	Attendance at the last AGM
Mr. Deepak Kumar	Chairman & ManagingDirector	Executive	4	Present
Mr. Surbhit Dabriwala	Director	Promoter & Non- Executive	4	Absent
Mr. Narayan T. Atal	Director	Independent Non-Executive	4	Present
Mr. Sunil Khandelwal	Director	Non Independent – Non Executive	4	Present
Ms. Shweta Kaushik	Director	Independent – Non Executive	2	Present
Mr. Naresh Agarwal	Director	Independent – Non Executive	4	Absent

~~33~~

REPORT ON CORPORATE GOVERNANCE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

c) Number of other Companies and Committees, the Director of the Company is a Director/Member/ Chairman:

Chairman:
Name of Director	Number of other Directorship	Name of the other listed companies (category of directorship)	Other Board Committees
			Member	Chairman
Mr. Surbhit Dabriwala	4	-	None	None
Mr. Narayan T. Atal	6	Ajcon Global Services Limited (Independent Non-Executive Director) Kopran Limited (Independent Non-Executive Director)	3 None	2
Mr. Deepak Kumar	Nil	-	None	None
Mr. Sunil Khandelwal	3	-	None	None
Ms. Shweta Kaushik	Nil	-	None	None
*Mr. Naresh Agarwal	2	-	None	None

d) Details of Board Meeting held during April 1, 2020 to March 31, 2021:

sr. No.	Date
1	June 30,2020
2	August 27,2020
3	November 12,2020
4	February13,2021

e) Number of shares held by Non-Executive Directors as at March 31, 2021:

Mr. Surbhit Dabriwala – 14,41,281 Equity Shares of Re. 1/- each.

Apart from above, none of the other Non-Executive Directors hold any shares of the Company.

f) Competencies & skills available with the Board: In terms of the requirement of the SEBI Listing Regulations, the Board has identified the core skills/expertise/ competencies of the Directors in the context of the Company’s business for effective functioning and as available with the Board. These are as follows:

Areas of expertise Required	skill expertise/ competencies actually available with the Board	skill expertise/ competencies actually available with the Board	skill expertise/ competencies actually available with the Board	skill expertise/ competencies actually available with the Board	skill expertise/ competencies actually available with the Board	skill expertise/ competencies actually available with the Board
	Mr. Deepak Kumar	Mr. surbhit Dabriwala	Mr. Narayan T. Atal	Mr. sunil Khandelwal	Mr. Naresh Agarwal	Ms. shweta Kaushik
f i n a n c e :C o m p r e h e n s i v e understanding of financial accounting, reporting and controls and analysis.	3	3	3	3	3	3
Governance, risk and compliance: Experience in the application of Corporate Governance principles. Ability to identify key risks to the Company in a wide range of areas including legal and regulatory Compliance.	3	3	3	3	3	-
strategy & Planning: Ability to think strategically. Develop effective strategies in the context of the strategic objectives of the Company, relevant policies and priorities.	3	3	3	3	3	-
sales & Marketing: Experience in developing strategies togrow sales and market share	3	3	3	3	3	3

~~34~~

REPORT ON CORPORATE GOVERNANCE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

g) Confirmation about the Independent Directors:

Based on the declaration of independence and other disclosures made by Independent Directors, the Board hereby confirms that in the opinion of Board, Independent Directors fulfil the conditions of independence specified in the Companies Act, 2013 & Listing Regulations and that they are independent of the management.

3) Audit Committee:

a) Composition:

The composition of Audit Committee is as under:

Name of Director	Designation	No. of Meetings attended
Mr. Narayan T. Atal	Chairman	4
Mr. Naresh Agarwal	Member	4
Mr. Deepak Kumar	Member	4

The above composition duly meets the requirement under Regulation 18 of SEBI (LODR) Regulations, 2015.

b) Details of Audit Committee Meeting held during April 1, 2020 to March 31, 2021:

sr. No.	Date
1	June 30, 2020
2	August 27, 2020
3	November 12, 2020
4	February13, 2021

The senior officials of the Company and representative of Auditors were invitees to the meetings of the Audit Committee.

c) Terms of Reference:

The terms of reference of this Committee are wide and cover the matters specified under the SEBI(LODR) Regulations. Apart from all the matters provided in Regulation 18 read with Part C of Schedule II of SEBI (LODR) Regulations and Section 177 of the Companies Act, 2013, the Audit Committee reviews reports of the Internal Auditors, meets Statutory Auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

The powers, role and terms of reference of the audit committee are as under –

I. Powers –
(a) To investigate any activity within its terms of reference;
(b) To seek information from any employee
(c) To obtain outside legal or other professional advice;
(d) To secure attendance of outsiders within relevant expertise, if it considers necessary;
II. Role –
(e) Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
(f) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
(g) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(h) Receiving / examining, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:
- Matters required to be included in the director’s responsibility statement to be included in the Board’s Report in terms of section 134(3)(c) of the Companies Act, 2013.
- Changes, if any, in accounting policies and practices and practices and reasons for the same.
- Major accounting entries involving estimates based on the exercise of judgment by management.

~~35~~

REPORT ON CORPORATE GOVERNANCE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

  - Significant adjustments made in the financial statements arising out of audit findings.

  - Compliance with listing and other legal requirements relating to financial statements.

  - Disclosure of any related party transactions.

  - Qualifications in the draft audit report;

(i) Reviewing/examining, with the management, the quarterly financial statements before submission to the board for approval;
(j) Reviewing/examining/monitoring, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer documents/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
(k) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
(l) Approval or any subsequent modification of transactions of the Company with related parties;
(m) Scrutiny of inter-corporate loans and investments;
(n) Valuation of undertakings or assets of the Company, wherever it is necessary;
(o) Evaluation of internal financial controls and risk management systems:
(p) Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems;
(q) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure converted and frequency of internal audit;
(r) Discussion with internal auditors of any significant findings and follow up there on;
(s) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
(t) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
(u) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
(v) To review the functioning of the whistle blower mechanism;
(w) Approval of appointment of CFO (i.e. the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc., of the candidate;
III. Review of information –
(x) To mandatorily review the following information –
- Management discussion and analysis of financial condition and results of operations.
- Statement of significant related party transactions (as defined by the audit committee), submitted by management.
- Management letters/letters of internal control weaknesses issued by the statutory auditors
- Internal audit report relating to internal control weaknesses.
- The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
(y) To deal with such matters as may be delegated / referred to by the Board of directors from timeto-time;
(z) To delegate any of the above matters to any executive of the Company/sub-committee except those not allowed to be delegated under law:

~~36~~

REPORT ON CORPORATE GOVERNANCE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

4) Nomination and Remuneration Committee:

a) Composition:

The composition of Nomination and Remuneration Committee is as under-

Name of Director	Designation	No. of Meetings attended
Mr. Narayan T. Atal	Chairman	1
Mr. Surbhit Dabriwala	Member	1
Mr. Naresh Agarwal	Member	1

b) Details of Nomination and Remuneration Committee Meeting held during April 1, 2020 to March 31, 2021:

sr. No.	Date
1	August 27, 2020

c) Terms of Reference:

The terms of reference of this Committee are wide enough covering the matters specified as per Section 178 of the Companies Act, 2013 and are in accordance with Regulation 19 read with Part D of Schedule II of SEBI (LODR) Regulations, 2015.

scope and Duties

a. The scope of work of Nomination and remuneration Committee will include:

(i) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.
(ii) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
(iii) To oversee and monitor the Familiarization Programme for Independent Directors.
b. The Nomination and Remuneration Committee shall, while formulating the policy as above shall ensure that —
(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

c. Duties of Nomination and Remuneration Committee

(i) The duties of the Committee in relation to nomination matters include:
Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;
Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;
Identifying and recommending Directors who are to be put forward for retirement by rotation.
Determining the appropriate size, diversity and composition of the Board;
Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;
Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;
Evaluating the performance of the Board members and Senior Management in the context of the Company’s performance from business and compliance perspective;

~~37~~

REPORT ON CORPORATE GOVERNANCE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.
Delegating any of its powers to one or more of its members or the Secretary of the Committee;
Recommend any necessary changes to the Board; and
Considering any other matters, as may be requested by the Board.
(ii) The duties of the Committee in relation to remuneration matters include:
to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.
to approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.
to delegate any of its powers to one or more of its members or the Secretary of the Committee.
to consider any other matters as may be requested by the Board.

d) Remuneration of Directors:

The Company pays remuneration to the Managing Director as approved by the members. The details of remuneration for the year ended March 31, 2021 to the Executive Directors are as follows:

Name	Designation	All elements of remuneration package i.e. salary, ex-gratia etc
Mr. Deepak Kumar	Chairman & ManagingDirector	Salary-`33.68/- Lakhs

Notes:

The Company has adopted Elpro-Employee stock option Scheme 2019 for the benefit of its employees and Directors, but excluding Independent Directors and any employee, who is a promoter or belongs to the promoter group.
The appointment of Managing Director can be terminated by three months’ notice or payment of three months’ salary in lieu of notice by either party.

e) Remuneration to Non-Executive Directors :

The Non-Executive Directors are entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings. Payments for the period April 1, 2020 to March 31, 2021 to Non-Executive Directors are as follows:

31, 2021 to Non-Executive Directors are as follows:	31, 2021 to Non-Executive Directors are as follows:
(Amount in Rupees)
Name of Director	Remuneration(sitting fees/ Consultancy/ Profession fees)
Mr. Surbhit Dabriwala	`40,000/-
Mr. Narayan T. Atal	`60,000/-
Mr. Sunil Khandelwal	`40,000/-
Ms. Shweta Kaushik	`2,86,250/-
Mr. Naresh Agarwal	`60,000/-

None of the Non-Executive Directors of the Company have any pecuniary relationship or transaction with the Company.

f) Nomination and Remuneration Policy :

In terms of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, as amended from time to time, the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company had been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. The policy acts as a guideline for determining, inter-alia, qualifications, positive attributes, and independence of a Director, matters relating to remuneration, appointment, removal and evaluation of performance of Directors, Key Managerial Personnel and Senior Management.

~~38~~

REPORT ON CORPORATE GOVERNANCE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

g) Criteria of selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

In case of appointment of Independent Directors, the Committee shall satisfy itself with regards to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.

The Committee shall ensure that the candidate identified for the appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level. The Committee will also ensure that the incumbent fulfils such other criteria with regards to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

5) stakeholders Relationship Committee:

The Board of Directors have constituted a “Stakeholders Relationship Committee” in terms of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Stakeholders Relationship Committee facilitates effective redressal of Investor Grievances and oversees share transfer.

a) Composition:

Stakeholders Relationship Committee comprises of following Directors as its members. There was 1 (One) meeting held during the year 2020-21 to approve/ratify transfer, transmission, consolidation, sub-division, issue of duplicate Share Certificates, request for dematerialization of the Company’s shares, redressing of investors’ complaints, etc.

Name of Director	Designation	No. of Meetings attended
Mr. Narayan T. Atal	Chairman	1
Mr. Deepak Kumar	Member	1
Mr. Sunil Khandelwal	Member	1
Mr. Surbhit Dabriwala	Member	Nil

b) Complaints:

Details of complaints received and redressed during the year: There were three complaint at beginning of the year. The complaint have been resolved.

Number of complaints received and resolved during the year under review: Nil

c) Pending share transfer:

The number of share transfers received during the year under review and which are pending are Nil.

d) Name, designation and address of Compliance Officer :

Mrs. Binal Khosla Company Secretary Nirmal, 17[th] Floor, Nariman Point, Mumbai – 400021

6) Corporate social Responsibility (CsR) Committee:

As required under Section 135 of the Companies Act, 2013 the Board has formed a CSR Committee consisting of the following Directors as its members. There was 1 (one) CSR Committee meeting held during the year 2020-21.

sr. No.	Name of Director	Designation	Category
1.	Mr. Narayan T. Atal	Chairman	Non-Executive Independent Director
2.	Mr. Deepak Kumar	Member	Executive Director
3.	Mr. Surbhit Dabriwala	Member	Non-Executive Non-Independent Director

The Terms of reference of the Corporate Social responsibility Committee are in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

~~39~~

REPORT ON CORPORATE GOVERNANCE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

7) General Body Meetings:

a) The last three Annual General Meetings of the Company were held as under:

financial Year	Date	Time	Venue
2017-18	September 29, 2018	10:30 A.M.	Y. B. Chavan Centre, 4th Floor, Cultural Hall, General Jagannath Bhosale Marg, Nariman Point, Mumbai - 400 021
2018-19	September 27, 2019	11:00 A.M.	Kamalnayan Bajaj Hall, Bajaj Bhavan, Ground Floor, 226 Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400 021
2019-20	October 09, 2020	11:00 A.M.	Kamalnayan Bajaj Hall, Bajaj Bhavan, Ground Floor, 226 Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400 021

Following were the special resolutions passed in the previous 3 Annual General Meetings: 2017-18 - Two

2018-19 - One

2019-20 - One

september 29, 2018

i. Special resolution was passed pursuant to Sections 149, 150 and 152 of the Companies Act, 2013 to appoint Mr. Ashok Kumar Jain as Independent Director of the Company for a second term of 5 years
ii. Special resolution was passed pursuant to Sections 149, 150 and 152 of the Companies Act, 2013 to appoint Mr. Narayan Atal as Independent Director of the Company for a second term of 5 years.

September 27, 2019

i. Special resolution was passed pursuant to Section 186 and other applicable provisions of Companies Act, 2013 giving authority to make loan(s), give guranatee (s) and make investment(s) in other bodies corporate(s) upto INR 1000 Crores.

October 09, 2020

i. Special resolution was passed pursuant to Sections 196, 197 and 203 of the Companies Act, 2013 to re-appoint Mr. Deepak Kumar as Managing Director of the Company for a period of three years with effect from 12[th] November, 2019.

b) Vote by Postal Ballot:

No special resolution was passed through postal ballot during the Financial year 2020-21 by the Company None of the resolution proposed at the ensuing AGM is required to be passed by way of Postal Ballot.

8) Disclosures regarding materially significant related party transactions:

Transactions of inter- corporate deposits, investments, etc. are entered with related parties that do not have any potential conflict with the interest of the Company at large. However, the Company has taken approval from the Audit Committee for all the related party transactions during the year. Full disclosures as per Accounting Standard 18 issued by the Institute of Chartered Accountants of India on related party transactions, is given in the Note No.49 of Notes to Accounts.

9) Disclosures regarding non-compliance:

There were no instances of non-compliance or penalty, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital markets during the last three years.

10) Vigil Mechanism:

The Company has framed a Vigil/ Whistle Blower mechanism which provides direct access to the Management and the Audit Committee of the Company to all stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Policy is in line with your Company’s Code of Conduct, Vision and Values and forms part of good Corporate Governance.

11) Code of conduct for the Board of Directors –

The Company has the Code of Conduct for its Directors and Senior Management in place. The Code of Conduct

~~40~~

REPORT ON CORPORATE GOVERNANCE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

helps to maintain high standards of ethical business conduct for the Company. The same has been posted on the website of the Company. All Board Members and Senior Management personnel have affirmed their compliance with the code of conduct for the year.

12) Web link for policy for determining ‘material’ subsidiaries and dealing with related party transaction is disclosed at http://elpro.co.in/Investor-relations.php

13) Certificate from Company Secretary in practice

The Company has received a certificate from M/s. Jayshree A. Lalpuria & Co., Practicing Company Secretaries, Mumbai that none of the Directors on the board of the company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority The Certificate of Company Secretary in practice is annexed herewith as a part of the report.

14) Total fees paid to the statutory Auditors

Payment to statutory Auditors	`6.50 Lakhs
Other services	Nil
Reimbursement of Expenses	Nil
Total	`6.50 Lakhs

15) Disclosure under the sexual harassment of women at workplace (Prevention and prohibition and redressal) Act 2013:

The company has in place a policy on Prevention of Sexual Harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy provides for protection against Sexual Harassment of Women at Workplace and for prevention and redressal of complaints.

No Complaints were received from any employee during the financial year 2020-21 and hence no complaints are outstanding as on 31st March, 2021 for redressal

16) shareholders:

a) Means of Communication:

financial Results:

The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the Company are sent to the Stock Exchange immediately after they are approved by the Board and are also published in one vernacular newspaper vis. “Navshakti” and one English newspaper viz. “Free Press Journal”. Also, they are uploaded on the Company’s website www.elpro.co.in. The results are published in accordance with the guidelines of the Stock Exchange.

Website:

The website www.elpro.co.in contains a separate dedicated section for the Company’s “Investor Relations” where shareholders’ information is available. The full Annual Report, shareholding pattern and various policies are also available in the “Investor Relations” section on the website of the Company.

The Company has not made any presentations to any institutional Investors/Analyst during the year.

b) Management Discussion and Analysis:

The Management Discussion and Analysis giving an overview of the Company’s business and its financials is provided as part of this Annual Report.

17) General shareholder Information:

AGM: Date, Time and Venue	28thSeptember, 2021 at 10.00 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhavan, Ground Floor, 226 Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400 021
Financial Year	April 1,2020 to March 31,2021
Book Closure Date	September 21,2021 to September 28,2021
Dividendpayment date	Not applicable
Listing Status	BSE Limited (BSE), P J Tower, Dalal Street, Fort, Mumbai - 400 001 The Company has paid the listing fees for the period April 1, 2020 to March 31,2021 to BSE Limited.
Stock Code-Physical	504000 on BSE Limited,Mumbai.
ISIN Number for NSDL & CDSL	INE579B01039

~~41~~

REPORT ON CORPORATE GOVERNANCE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

Market Price Data: High, Low during each month in the last fnancialyear	Please see “Annexure A”
Stock Performance	The performance of Company’s shares relative to the BSE Sensex is given in “Annexure B”
Registrar and Transfer Agents	Link Intime India Private Limited Unit – C-101, 247 Park, L.B.S. Marg, Vikroli (West), Mumbai – 400 083.
Share Transfer System	All the transfers received are processed by Registrar and Transfer Agents and approved bythe Stakeholders RelationshipCommittee of the Company
Distribution of Shareholding and Shareholding Pattern as on March 31,2021	Please See “Annexure C”
Dematerialization of Shares and Liquidity	As at March 31, 2021, total of 167586542 equity shares of the Company, consisting98.88% ofpaid upcapital stand dematerialized.
Outstanding GDRs/ ADRs Warrants or any Convertible Instruments, conversion date and likelyimpact on equity	Not Issued
commodity price risk or foreign exchange risk and hedging activities	The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to begiven
Plant Location	The Company’splants are located at Chinchwad,Pune
Credit Rating	Following credit ratings were obtained by the Company in last FY 2020-21: Crisil Limited Rating: BB/STABLE

Annexure – A

Stock Market Data - Monthly high and low data in the last financial year at BSE (In ` )

Month	High	Low
April 2020	37.00	29.00
May2020	33.40	29.05
June 2020	41.30	30.05
July2020	41.00	35.60
August 2020	45.00	36.55
September 2020	41.10	37.00
October 2020	43.45	36.00
November 2020	41.00	37.00
December 2020	48.00	38.00
January2021	47.95	34.00
February2021	45.00	39.30
March 2021	48.50	40.00

~~42~~

REPORT ON CORPORATE GOVERNANCE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Annexure – B

==> picture [453 x 268] intentionally omitted <==

Annexure – C

DIsTRIBUTION sCHEDULE ON NUMBER Of sHAREs– As On March 31, 2021

No. of equity shares	No. of share holders	% of share holders	No. of shares held	% of share holding
Upto 100	1287	33.2644	52887	.0312
101-200	336	8.6844	56243	0.0332
201-500	441	11.3983	165906	0.0979
501-1000	334	8.6327	271866	0.1604
1001-5000	955	24.6834	2399753	0.1416
5001-10000	274	7.0819	1955273	1.1537
10001-100000	215	5.5570	4609754	2.72
100001 to above	27	0.6979	159967448	94.3877
Total	3869	100.00	169479130	100.00

share Holding pattern as on March 31, 2021

share Holding pattern as on March 31, 2021
Category	Number of shares held	shareholding %
Promoters and Promoter Group	127091970	74.99
Mutual Funds	13500	0.008
Banks, Financial Institutions, Insurance Companies	3000	0.001
Bodies Corporate	7618404	4.49
FII’s	24302707	14.33
NRI’s/OCB	279922	0.16
iepf	513300	0.30
Others	9656327	5.68
Total	169479130	100.00

~~43~~

REPORT ON CORPORATE GOVERNANCE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

18) Compliance Certificate

Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulation, 2015 is annexed to the Directors’ Report forming part of the Annual Report. This Certificate is also being forwarded to the Stock Exchange along with the Annual Report of the Company.

19) Audit Qualification:

The Company is in the regime of unqualified financial statements.

20) Address for Correspondence:

The Company Secretary

Elpro International Limited

17[th] Floor, Nirmal, Nariman Point, Mumbai – 400 021

Phone: 022 40299000. Email: [email protected]

21) The Company has complied with the requirements specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) of the SEBI LODR Regulations.

NO DIsQUALIfICATION CERTIfICATE fROM COMPANY sECRETARY IN PRACTICE

[pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

The Members

Elpro International Limited

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Elpro International Limited having CIN L51505MH1962PLC012425 and having registered office at Nirmal, 17th Floor, Nariman Point, Mumbai – 400021 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on 31st March, 2021, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

sr. No.	Name of the Director	DIN	Date of appointment
1	SURBHIT DABRIWALA	00083077	14/12/1998
2	NARAYAN TULSIRAM ATAL	00237626	16/01/2008
3	NARESH AGARWAL	01772950	14/05/2019
4	SUNIL KANWAR CHAND KHANDELWAL	02549090	06/02/2017
5	DEEPAK KUMAR	07512769	12/11/2016
6	SHWETA ADITYA KAUSHIK	08206597	25/08/2018

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these, based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For JAYsHREE A. LALPURIA & CO., PRACTISING COMPANY SECRETARIES

Place : Mumbai Date : 13th August, 2021 UDIN : A017629C000777828

sd/(Jayshree A. Lalpuria) Proprietor ACS: 17629 CP: 7109

~~44~~

REPORT ON CORPORATE GOVERNANCE

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERs AND sENIOR MANAGEMENT PERsONNEL WITH THE CODE Of CONDUCT

Pursuant to Regulation 26(3) and Schedule V (D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby declare that the Company obtained affirmative compliance with the Code of Conduct from all the Board members and Senior Management Personnel of the Company, for the year ended on March 31, 2021. The code has been hosted on the Company’s website www.elpro.co.in

for Elpro International Limited

Date : 30.06.2021 Place : Mumbai

sd/Deepak Kumar Chairman & Managing Director (DIN: 07512769)

Chief Financial Officer (CFO) Certification issued pursuant to the provision of Regulation 17(8) of the sEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Board of Directors Elpro International Limited

Dear Sir,

I, Sambhaw Kumar Jain, Chief Financial Officer, responsible for the finance function, certify that

(a) I have reviewed financial statements including standalone and consolidated balance sheet, statement of profit and loss, cash flow statement for the year ended March 31, 2021 along with notes and annexure and attachment thereto, of the Elpro International Limited and that to the best of our knowledge and belief:
i. Financial statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
ii. Financial statements together present a true and fair view of the Company’s affair and are in compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Company’s Code of Conduct.
(c) I accept the responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee in this respect and aspects which could have impact on internal control, and we have necessary steps to strengthen the financial reporting and internal control system.
(d) We have indicated to the auditors and the Audit Committee:
i. That there is no significant change in internal control over financial reporting during the year.
ii. That there is no significant change in accounting policies during the year.
iii. That there is no instance of significant fraud the involvement therein of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Place: Mumbai Date : 30.06.2021

Sd/- sambhaw Kumar Jain Chief Financial Officer

~~45~~

REPORT ON CORPORATE GOVERNANCE

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

CERTIfICATE fROM AUDITORs REGARDING COMPLIANCE Of CONDITIONs Of CORPORATE GOVERNANCE

To,

The Members of Elpro International Limited

We have examined the compliance of conditions of corporate governance by Elpro International Limited (“the Company”) for the year ended March 31, 2021, as prescribed in Regulation 17 to 27, 46(2) (b) to (i) and para C, D and E of Schedule V of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

The compliances of the conditions of Corporate Governance are the responsibility of the Company’s management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as prescribed under Listing regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

This certificate is issued solely for the purpose of complying with Listing Regulations and may not be suitable for any other purpose.

For Vss & Associates Chartered Accountants ICAI Firm Registration no: 105787W

sd/- Place : Mumbai sanjay Jain Date : 16/08/2021 Partner UDIN : 21046565AAAAGA6130 Membership no: 046565

~~46~~

INDEPENDENT AUDITOR’S REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ELPRO INTERNATIONAL LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of M/s Elpro International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view, in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and total comprehensive income (comprising of the profit and other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. There are no matters determined to be the key audit matters to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Since we have not been provided with the other information, we will not be able to report on the same.

Responsibilities of management and those charged with governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate

~~47~~

INDEPENDENT AUDITOR’S REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the

~~48~~

INDEPENDENT AUDITOR’S REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure I” a statement on the matters specified in paragraphs 3 and 4 of the Order

As required by Section 143(3) of the Act, based on our audit, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure II”.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, if required to be transferred, to the Investor Education and Protection Fund by the Company.

For and on behalf of VSS & Associates Chartered Accountants ICAI Reg No: 105787W

Dated: 30[th] June, 2021 Place: Mumbai

Sanjay Jain Partner M. No.: 046565 UDIN: 21046565AAAAEX4827

~~49~~

ANNEXURE I TO THE INDEPENDENT AUDITOR’S REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

ANNEXURE I TO AUDITORS’ REPORT

[Referred to in above the Auditor’s Report of even date for M/s Elpro International Limited on the Financial Statements for the year ended 31[st] March 2021]

1 (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.
(b) As per the information and explanation given to us, fixed assets are physically verified by the management according to a phased programme designed to cover all the locations which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed to us, the management during the year had physically verified the fixed assets at certain locations, and the discrepancies noticed on verification were not material. However, we have not been provided with the copy of the physical verification report of assets and hence are unable to comment on the same.
(c) According to the information and explanation given to us, the title deeds of immovable properties are held in the name of the company.
2 As per the information provided to us, Inventory has been physically verified by the management during the year. As informed by the management, the discrepancies noticed on verification were not material and have been properly dealt with in the books of accounts.
3 According to information and explanation given to us, the Company has not granted secured or unsecured loans to parties covered in the register maintained under Section 189 of the Act.
4 In our opinion and according to information and explanation given to us, the company has, in respect of loans, investments, guarantees, and security provisions, complied with section 185 and 186 of the Companies Act, 2013.
5 According to the information and explanation given to us, the company has not accepted any public deposits, within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013. Hence the provisions of clause 3(v) are not applicable to the company.
6 Pursuant to the rules made by the Central Government, the maintenance of Cost Records have been prescribed u/s. 148(1) of the Companies Act, 2013. We are of the view that prima facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.
7 (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also management representations, undisputed statutory dues in respect of Provident fund, employees’ state insurance, Income Tax, Sales Tax, Service tax, Custom duty, Excise duty, Value added tax, Cess and other statutory dues, if any, applicable to it, has been regularly deposited with the appropriate authorities.
(b) As per the information and explanation given to us, there are no disputed amounts payable in respect of Provident fund, employees’ state insurance, Income Tax, Sales Tax, Service tax, Custom duty, Excise duty, Value added tax, Cess and other statutory dues, if any.
8 In our opinion and according to the information and explanation given to us and the books of accounts verified by us, the company has not defaulted in repayment of dues to a financial institution, bank, Government or dues to debenture holders.
9 As per information given to us, no money was raised by way of initial public offer or further public offer (including debt instruments). As per the information and explanation given to us, the fresh term loans taken by the Company during the year have been applied for the purpose for which those were raised.
10 During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the Management.
11 According to the information and explanation given to us and the books of accounts verified by us, the Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.
12 The Company is not a Nidhi Company, hence the provision of clause 3(xii) are not applicable to the company.

~~50~~

ANNEXURE I TO THE INDEPENDENT AUDITOR’S REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

13 According to the information and explanation given to us and the record produced before us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.
14 According to information and explanation given to us, the Company during the year, has not made any preferential allotment or private placement of shares or fully or partly convertible debentures, hence the provision of clause 3(xiv) are not applicable to the company.
15 According to the information and explanation given to us and the books of accounts verified by us, the company has not entered into any non-cash transactions with directors or persons connected with him.
16 The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For and on behalf of VSS & Associates Chartered Accountants ICAI Reg No: 105787W

Dated: 30[th] June, 2021 Place: Mumbai

Sanjay Jain Partner M. No.: 046565 UDIN: 21046565AAAAEX4827

~~51~~

ANNEXURE I TO THE INDEPENDENT AUDITOR’S REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

ANNEXURE II TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF M/S ELPRO INETRNATIONAL LIMITED AS ON 31[ST] MARCH 2021

- Report on the Internal Financial Controls under Clause (i) of Sub section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To the Members of M/s Elpro International Limited

We have audited the internal financial controls over financial reporting of M/s Elpro International Limited (“the Company”) as of March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding 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, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and

~~52~~

ANNEXURE II TO THE INDEPENDENT AUDITOR’S REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For and on behalf of VSS & Associates Chartered Accountants ICAI Reg No: 105787W

Sanjay Jain

Dated: 30[th] June, 2021 Place: Mumbai

Partner M. No.: 046565 UDIN: 21046565AAAAEX4827

~~53~~

STANDALONE STATEMENT OF BALANCE SHEET AS AT MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	Notes	As at March 31, 2021	As at March 31, 2020
Assets Non-Current assets a) Property, plant & equipment b) Investment property c) Investment property under construction d) Intangible assets e) Right-of-use assets f) Financial assets (i) Investments in associates (ii) Other investments (iii) Loans (iv) Others g) Deferred tax assets h) Other tax assets (Net) i) Other non-current assets Total non-current assets Current assets a) Inventories b) Financial assets (i) Trade receivables (ii) Cash & cash equivalents (iii) Loans (iv) Others c) Other current assets Total current assets Total assets Equity & Liabilities Equity a) Equity share capital b) Other equity Total equity Liabilities Non-Current liabilities a) Financial liabilities (i) Borrowings (ii) Other fnancial liabilities b) Other non-current liabilities c) Provisions Total non-current liabilities Current liabilities a) Financial liabilities (i) Borrowings (ii) Trade payables - Dues to Micro small and medium enterprises - Dues to Others (iii) Others b) Current tax liabilities c) Other current liabilities Total current liabilities Total equity & liabilities	3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 & 51 28 29 30 31	122.54 15,406.19 4,017.50 45.31 28.05 24,076.75 1,659.59 181.02 771.13 526.21 864.95 651.97	118.66 15,657.40 4,001.59 48.62 54.98 24,076.75 1,172.68 170.22 771.56 476.66 617.61 640.89
		48,351.22 66.32 1,217.58 553.31 1,716.45 352.91 149.13	47,807.62 81.90 362.50 250.15 2,987.30 298.02 143.78
		4,055.70	4,123.65
		52,406.92	51,931.27
		1,694.79 21,886.46	1,694.79 19,667.99
		23,581.25 19,074.35 1,538.68 356.09 27.91	21,362.78 19,718.90 1,835.39 530.62 30.66
		20,997.03 939.00 26.89 1,679.84 4,852.16 61.67 269.09	22,115.57 1,798.79 63.83 1,772.24 3,923.47 185.00 709.60
		7,828.64	8,452.92
		52,406.92	51,931.27
Summary of Signifcant Accounting Policies 2 The accompanying notes are an integral part of the fnancial statements.

As per our Report of even date attached

For & on behalf of the Board of Directors

VSS & Associates Chartered Accountants ICAI Reg. No. : 105787W

Sanjay Jain Partner M.No. 046565 Place : Mumbai Date : 30th June, 2021

Deepak Kumar Narayan T Atal Binal Khosla Chairman & Managing Director Director Company Secretary (DIN: 07512769) (DIN: 00237626) (M.No.A29802)

Sambhaw Kumar Jain Chief Financial Officer (PAN: AJGPP2859K)

~~54~~

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)
	Notes	year ended March 31, 2021		year ended March 31, 2020
I. Income Revenue from operations Other income Total income II. Expenses Cost of materials consumed Changes in inventories of fnished goods & work in progress Project cost Real estate service expenses Employee benefts expense Finance costs Depreciation & amortization expense Other expenses Total expenses III. Proft / (Loss) for the period before tax IV. Tax expense Current tax Deferred tax Previous Year Tax Total tax expense V. Proft/(loss) for the period VI. Other comprehensive income/(expense) Items that will not be reclassifed to proft or loss Unrealized gains/(losses) on investments in equities (Net) Remeasurements gains / (losses) on defned beneft plan (Net) Income tax (expenses)/income relating to items that will not be reclassifed to proft or loss Total other comprehensive income for the year VII. Total comprehensive income for the year VIII. Earnings per equity share of`1/- each fully paid up<br>Basic (`) Diluted (`)	32 33 34 35 36 37 38 39 3 ,4 ,6 & 7 40 41		6,315.32 330.33	10,981.17 408.14
			6,645.65 192.27 7.15 - 1,589.65 772.15 2,457.82 414.45 717.40	11,389.31 237.43 3.71 5,263.61 - 454.44 2,665.73 246.21 1,817.98
			6,150.89	10,689.12
			494.76 - (30.70) (177.15) (207.85)	700.19 185.00 436.91 (396.26) 225.65
			702.61 1,065.20 (1.41) (123.56) 940.23	474.54 172.48 (3.25) (18.27) 150.96
			1,642.85	625.50
			0.41 0.41	0.28 0.28
Summary of Signifcant Accounting Policies 2 The accompanying notes are an integral part of the fnancial statements.

As per our Report of even date attached

For & on behalf of the Board of Directors

VSS & Associates Chartered Accountants ICAI Reg. No. : 105787W

Sanjay Jain Partner

M.No. 046565 Place : Mumbai Date : 30th June, 2021

Deepak Kumar Narayan T Atal Binal Khosla Chairman & Managing Director Director Company Secretary (DIN: 07512769) (DIN: 00237626) (M.No.A29802)

Sambhaw Kumar Jain Chief Financial Officer (PAN: AJGPP2859K)

~~55~~

STANDALONE CASH FLOW STATEMENT FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	For the year ended March 31, 2021	For the year ended March 31, 2020
CASH FLOW FROM OPERATINg ACTIVITIES Proft / (Loss) before tax Adjustments for : Depreciation and amortisation Finance costs (excluding unwinding of interest) Interest income Interest income on income tax refund Bad and doubtful debts (Net of provision) Dividend income Sundry balances no longer required written back (Proft)/loss on sale/fair valuation of investments (Net) Employee stock option-discount forming part of employee benefts expense Interest expense-Lease Liability Unwinding of interest (Net) Operating proft before working capital changes Adjustments for : Decrease in inventories (Increase) / decrease in trade & other receivables Increase / (decrease) in trade & other payables Direct taxes (paid) / refund Net cash fows from operating activities Cash fow from / (used in) investing activities (Purchase)/sale of fxed assets (Net) (Purchase)/sale of non-current investments & current investments (Net) Loans and deposits placed with the companies Redemption of Preference Shares Dividend received Interest received Interest on income tax refund received Net cash fow from / (used in) investing activities	494.76 414.45 2,258.59 (324.50) - - (2.11) - (2.27) 575.63 4.37 (7.34)	700.19 246.21 2,512.19 (374.54) (0.35) 0.04 (2.86) (25.09) (0.05) 80.12 6.02 (17.14)
	3,411.57 15.58 (1,234.10) (621.15)	3,124.74 4,355.35 204.25 (5,184.84)
	1,571.90 -	2,499.51 -
	1,571.90 (152.80) 580.56 1,270.85 - 2.11 324.50 -	2,499.51 (2,598.48) (507.79) (1,437.00) (4,030.65) 2.86 374.54 0.35
	2,025.23	(8,196.16)

~~56~~

STANDALONE CASH FLOW STATEMENT FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	For the year ended March 31, 2021	For the year ended March 31, 2020
CASH FLOW FROM / (USED IN) FINANCINg ACTIVITIES Proceeds from /(Repayments) of borrowings (Net) Interest paid on loans Margin money kept on account of borrowings Principal element of lease payments Interest element of lease payments Net cash fow from / (used in) fnancing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year	(1,188.11) (2,075.97) 0.43 (25.94) (4.37)	8,340.77 (2,269.57) (310.91) (21.70) (6.02)
	(3,293.97)	5,732.57
	303.17 250.15 553.31	35.91 214.24 250.15

Notes to the Cash Flow statement

The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard (Ind AS) 7 - “Cash Flow Statements”.
Cash comprises cash on hand, current accounts and deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

Reconciliation of Cash and Cash equivalents with the Balance Sheet Cash and Cash Equivalents	For the year ended March 31, 2021	For the year ended March 31, 2021	For the year ended March 31, 2020	For the year ended March 31, 2020
Cash in hand Balance with scheduled banks: - In Current accounts		0.09 553.22 553.31		1.31 248.84 250.15

As per our Report of even date attached VSS & Associates Chartered Accountants ICAI Reg. No. : 105787W

Sanjay Jain Partner M.No. 046565 Place : Mumbai Date : 30th June, 2021

For & on behalf of the Board of Directors

Narayan T Atal Binal Khosla Director Company Secretary (DIN: 00237626) (M.No.A29802)

Deepak Kumar Chairman & Managing Director (DIN: 07512769)

Sambhaw Kumar Jain Chief Financial Officer (PAN: AJGPP2859K)

~~57~~

STANDALONE STATEMENT OF CHANgES IN EqUITy

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note (a) : PAID-UP EqUITy SHARE CAPITAL

Note (a) : PAID-UP EqUITy SHARE CAPITAL
		Amount
Balance as at March 31, 2019 Changes in equity during the year Balance as at March 31, 2020 Changes in equity during the year Balance as at March 31, 2021		1,694.79 -
		1,694.79 -
		1,694.79

Note (b) : OTHER EqUITy

Particulars	Reserves & Surplus	Reserves & Surplus	Reserves & Surplus	Reserves & Surplus	Reserves & Surplus	Other Comprehensive Income	Other Comprehensive Income	Total
	Capital reserve	Securities premium	Employee share options Reserve	Amalgamation Reserve	Retained earnings	Equity instruments through other comprehensive income	Remeasurements of defned beneft plans
Balance as at March 31, 2019	27.50	21,022.50	-	177.96	(248.59)	-	(3.01)	20,976.37
Proft for the year	-	-	-	-	474.54	-	-	474.54
Other comprehensive income for the year	-	-	-	-	-	152.39	(1.43)	150.96
Total comprehensive income for the year	-	-	-	-	474.54	152.39	(1.43)	625.50
Deferred employee compensation expense	-	-	80.12	-	-	-	-	80.12
Redemption of Preference Shares during the year	-	(2,014.00)	-	-	-	-	-	(2,014.00)
Balance as at March 31, 2020	27.50	19,008.50	80.12	177.96	225.95	152.39	(4.44)	19,667.99
Proft for the year	-	-	-	-	702.61	-	-	702.61
Realized gains/(losses) on investments in equities	-		-	-	411.07	(411.07)	-	-
Other comprehensive income for the year	-	-	-	-	-	941.76	(1.53)	940.23
Total comprehensive income for the year	-	-		-	1,113.68	530.70	(1.53)	1,642.85
Deferred employee compensation expense	-	-	575.63	-	-	-	-	575.63
Redemption of Preference Shares during the year	-	-	-	-	-	-	-	-
Balance as at March 31, 2021	27.50	19,008.50	655.74	177.96	1,339.63	683.09	(5.97)	21,886.46

As per our Report of even date attached

For & on behalf of the Board of Directors

VSS & Associates Chartered Accountants ICAI Reg. No. : 105787W

Sanjay Jain Partner M.No. 046565 Place : Mumbai Date : 30th June, 2021

Deepak Kumar Narayan T Atal Binal Khosla Sambhaw Kumar Jain Chairman & Managing Director Director Company Secretary Chief Financial Officer (DIN: 07512769) (DIN: 00237626) (M.No.A29802) (PAN: AJGPP2859K)

~~58~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Background

Elpro International Limited (“Elpro” or the “Company”) is engaged in the business of manufacturing of Other Electrical Equipments like Lighting Arresters, Varistors, Surge Arrestor & also engaged in Real Estate development and Services. The Company has manufacturing plant located at Chinchwad, Pune, Maharashtra.

1. Basis of preparation

A. Statement of compliance

The financial statements have been prepared in compliance with Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) notified under Section 133 of the Companies Act, 2013 (the Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, Companies (Indian Accounting Standards) Amendment Rules, 2016 and other relevant provisions of the Act.

The financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.

The financial statements of the Company for the year ended March 31, 2021 were approved for issue in accordance with the resolution of the Board of Directors on June 30, 2021.

B. Recent accounting pronouncements

On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through a notification, amended Schedule III of the Companies Act 2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021.

The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.

C. Functional and presentation currency

These financial statements are presented in Indian Rupees (`), which is also the Company’s functional currency. All amounts have been rounded-off to the nearest lakhs, unless otherwise indicated.

D. Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items:

Items Measurement basis Certain financial assets and liabilities Fair value Net defined benefit (asset)/ liability Fair value of plan assets less present value of defined benefit obligations

E. Use of estimates and judgments

In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

Estimates are recognised prospectively.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending March 31, 2021 is included in the following notes:

Note 3 to 6 –Estimates of useful lives and residual value of Property, Plant and Equipment, Investment property and Intangible assets
Note 42 – Recognition of deferred tax assets: Availability of future taxable profit against which tax losses carried forward can be used;
Note 43 – Measurement of defined benefit obligations: Key actuarial assumptions;

~~59~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

Note 46 – Impairment of financial assets.
Note 46 – Financial instruments
Note 50 – Recognition and measurement of provisions and contingencies: Key assumptions about the likelihood and magnitude of an outflow of resources;

F. Measurement of fair values

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Company has an established control framework with respect to the measurement of fair values.

This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments.

If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.

Significant valuation issues are reported to the Company’s audit committee.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred

Further information about the assumptions made in measuring fair values is included in Note 46 – Financial instruments – Fair values and risk management

2. Significant accounting polices

a. Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of company at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

i. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined.
Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences are recognised in profit or loss.

b. Cash and cash equivalents

Cash and cash equivalents includes cash on hand, call deposits and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

~~60~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

c. Financial instruments

i. Recognition and initial measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

ii. Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at

Amortised cost;
FVOCI (fair value through other comprehensive income) – Debt investment;
FVOCI (fair value through other comprehensive income) – Equity investment; or
FVTPL (fair value through profit and loss)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI (designated as FVOCI – equity investment). This election is made on an investment by investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets: Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

the stated policies and objectives for the portfolio and the operation of those policies in practice.

These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

how the performance of the portfolio is evaluated and reported to the Company’s management;
the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

~~61~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

How managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Financial assets: Assessment whether contractual cash flows are solely payments of principal and Interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

contingent events that would change the amount or timing of cash flows;
terms that may adjust the contractual coupon rate, including variable interest rate features;
prepayment and extension features; and
terms that limit the Company’s claim to cash flows from specified assets (e.g. non recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets: Subsequent measurement and gains and losses

These assets are subsequently measured at fair value. Net gains and losses, Financial assets at FVTPL including any interest or dividend income, are recognised in profit or loss. These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest Financial assets at amortised cost income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents Equity investments at FVOCI a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are not reclassified to profit or loss.

Financial liabilities: Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held for trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

~~62~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

iii. Derecognition

Financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

Financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit or loss.

iv. Impairment of financial instruments

In accordance with Ind-AS 109, the company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, and bank balance
b) Lease receivables
c) Trade receivables

The company follows ‘simplified approach’ for recognition of impairment loss allowance on:

Trade receivables which do not contain a significant financing component.
All lease receivables resulting from transactions.

The application of simplified approach does not require the company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECL’s at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12-month ECL.

v. Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

d. Property, plant and equipment

i. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses, if any.

Cost of an item of property, plant and equipment comprises its purchase price, including import duties and nonrefundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

~~63~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labor, any other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

iii. Depreciation

Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over their estimated useful lives using the straight-line method, and is generally recognised in the statement of profit and loss. The useful life of the asset is determined as prescribed in schedule II to the Companies Act, 2013.

Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Based on technical evaluation and consequent advice, the management believes that its estimates of useful lives as given above best represent the period over which management expects to use these assets.

Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready for use (disposed of).

iv. Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is reclassified as investment property at its carrying amount on the date of reclassification.

e. Other intangible assets

Service concession arrangements

i) Windmill

The Company recognises an intangible asset arising from a service concession arrangement to the extent it has a right to charge the regulator for sale of electricity at agreed prices. Subsequent to initial recognition the intangible asset is measured at cost, less any accumulated amortisation and accumulated impairment losses.

ii) Others

Other intangible assets include software and technical know-how which are measured at cost. Such intangible assets are subsequently measured at cost less accumulated amortisation and any accumulated impairment losses.

iii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

iv) Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values over their estimated useful lives using the straight-line method, and is included in depreciation and amortisation in Statement of Profit and Loss. The useful life of the asset is determined as prescribed in schedule II to the Companies Act, 2013.

f. Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Upon initial recognition, an investment property is measured at cost. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated on cost of items of investment property less their estimated residual values over their estimated useful lives using the straight-line method, and is generally recognised in the statement of profit and loss. The useful life of the asset is determined as prescribed in schedule II to the Companies Act, 2013.

~~64~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Any gain or loss on disposal of an investment property is recognised in profit or loss.

The fair values of investment property is disclosed in the notes. Fair values is determined by an independent valuer who holds a recognised and relevant professional qualification and has recent experience in the location and category of the investment property being valued.

Investment property under construction

Property that is being constructed for future use as investment property is accounted for as investment property under construction until construction or development is complete. All costs which are directly attributable to construction of the investment property are capitalized.

g. Inventories

Inventories are stated at the lower of cost and net realizable value. In determining the cost of loose tools, stores and spares, raw materials and components, the weighted average method is used. Cost of manufactured components, work in progress and manufactured finished goods include cost of conversion and other costs incurred in bringing the inventories to their present location and condition which is determined on absorption cost basis.

Inventories - Project in progress

Project in progress is valued at lower of cost or net realisable value. Cost includes cost of land, materials, construction, services, borrowing costs and other overheads relating to the particular projects.

h. Impairment of non-financial assets

The Company’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets that do not generate independent cash inflows are grouped together into Cash-Generating Units (CGU’s). Each CGU represents the smallest Company of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGU’s.

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU (or the asset).

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the statement of profit and loss. Impairment loss recognised in respect of a CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets of the CGU (or group of CGU’s) on a pro rata basis.

In respect of assets for which impairment loss has been recognised in prior periods, the company reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

i. Employee benefits

I) Short-term employee benefits:

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid e.g., under short-term cash bonus, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated reliably.

II) gratuity:

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

~~65~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan (‘the asset ceiling’). In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in OCI. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

III) Provident fund:

Provident fund contributions are made to a trust administered by the Company and are charged to the Statement of Profit and Loss. The Company has an obligation to make good the shortfall if any, between return of investment by the trust and government administered interest rate. It is to be construed as a defined benefit plan. However, in the absence of guidance note from the Actuarial Society of India, the Company’s actuary has expressed his inability to reliably measure the provident fund liability. Accordingly, the Company has accounted for the same as a defined contribution plan.

IV) Share based payments:

The grant date fair value of equity settled share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as expense is based on the estimate of the number of awards for which the related service conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service condition at the vesting date.

j. Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized if as a result of a past event, the Company has a present obligation (legal or constructive) that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognized at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. If the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.

A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are disclosed in the financial statements when an inflow of economic benefit is probable. However, when the realization of income is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate.

k. Onerous contracts

A contract is considered to be onerous when the expected economic benefits to be derived by the

Company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

Before such a provision is made, the Company recognises any impairment loss on the assets associated with that contract.

l. Revenue

Revenue from sale of goods is recognised upon transfer of control of promised products to customer in an amount that reflects the consideration which the Company expects to receive in exchange for those products.

i) Rental income is recognised on straight line basis.

~~66~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

ii) Revenue from wind mill power project is recognised on the basis of actual power sold as per the terms of the power purchase agreements entered into with the respective parties.
iii) Revenue from real estate projects:

In arrangements for sale of units the Company has applied the guidance in Ind AS 115, Revenue from contract with customer, by applying the revenue recognition criteria for each distinct performance obligation. The arrangements with customers generally meet the criteria for considering sale of units as distinct performance obligations. For sale of units, the Company recognises revenue when its performance obligations are satisfied and customer obtains control of the asset. Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Contract Liabilities are recognised when there is billing in excess of revenue and advance received from customers.

iv) Recognition of Dividend income
Dividend is recognized as revenue when the right to receive payment has been established.
v) Recognition of interest expense or income

For all interest bearing financial assets measured at amortized cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset.

m. Leases

The Company enters into contract as a lessee for assets taken on lease. The Company at the inception of a contract assesses whether the contract contains a lease by conveying the right to control the use of an identified asset for a period of time in exchange for consideration. A Right-of-use asset is recognised representing its right to use the underlying asset for the lease term at the lease commencement date except in case of short term leases with a term of twelve months or less and low value leases which are accounted as an operating expense on a straight line basis over the lease term.

The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred. The Right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability.

The Right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the Statement of Profit and Loss.

n. Business combinations

Business combinations (other than common control business combinations) on or after April 1, 2016.

As part of its transition to Ind AS, the Group has elected to apply the relevant Ind AS, viz. Ind AS 103, Business Combinations, to only those business combinations that occurred on or after 1 April 2016. In accordance with Ind AS 103, the Group accounts for these business combinations using the acquisition method when control is transferred to the Group. The consideration transferred for the business combination is generally measured at fair value as at the date the control is acquired (acquisition date), as are the net identifiable assets acquired. Any goodwill that arises is tested annually for impairment Any gain on a bargain purchase is recognised in OCI and accumulated in equity as capital reserve if there exists clear evidence of the underlying reasons for classifying the business combination as resulting in a bargain purchase; otherwise the gain is recognised directly in equity as capital reserve. Transaction costs are expensed as incurred, except to the extent related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships with the acquiree. Such amounts are generally recognised in profit or loss.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured subsequently and settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date and changes in the fair value of the contingent consideration are recognised in profit or loss.

~~67~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. The determination of the amount to be included in consideration transferred is based on the market-based measure of the replacement awards compared with the marketbased measure of the acquiree’ s awards and the extent to which the replacement awards relate to pre-combination service

If a business combination is achieved in stages, any previously held equity interest in the acquire is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate.

In case of business combinations involving entities under common control, the above policy does not apply. Business combination of entities under common control are accounted using “pooling of interests” method and figures for previous period are restated as if the business combination had occurred at the beginning of the preceding period irrespective of actual date of combination.

Business combinations prior to April 1, 2016

In respect of such business combinations, goodwill represents the amount recognised under the Group’s previous accounting framework under Indian GAAP adjusted for the reclassification of certain intangibles.

o. Income tax

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other comprehensive income.

i. Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

ii. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits.

Deferred tax is not recognised for:

temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;
temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, the Company recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised. Deferred tax assets – unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

~~68~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

p. Borrowing cost

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

q. Basis for segmentation

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). Chief operating decision maker’s function is to allocate the resources of the entity and access the performance of the operating segment of the Group.

The Board of Directors (CODM) assesses the financial performance and position of the Group and makes strategic decisions and is identified as being the chief operating decision maker for the Group. Refer note 48 for segment information presented:

r. Earnings per share (EPS)

Basic EPS is computed using the weighted average number of equity shares outstanding during the period. Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the period except where the results would be anti-dilutive.

s. Exceptional items:

On Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the company is such that its disclosure improves the understanding of the performance of the company. Such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.

t. Current vs Non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

~~69~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 3

PROPERTy, PLANT & EqUIPMENT

3 PROPERTy, PLANT & EqUIPMENT
Particulars	Plant and Machinery (Including offce equipments)		Furniture and Fixtures		Vehicles		Windmill		Total
Cost or deemed cost (gross carrying amount) Balance at March 31, 2020 Additions Disposals Adjustments/ deductions during the year Balance at March 31, 2021 Balance at March 31, 2019 Additions Disposals Adjustments/ deductions during the year Balance at March 31, 2020 Accumulated depreciation and impairment losses Balance at March 31, 2020 Depreciation for the year Adjustments/ deductions during the year Balance at March 31, 2021 Balance at March 31, 2019 Depreciation for the year Adjustments/ deductions during the year Balance at March 31, 2020 Carrying amounts (Net) At March 31, 2021 At March 31, 2020 At March 31, 2019		52.03 2.50 - -		18.33 - - -		77.98 - - -		86.23 15.31 - -	234.57 17.81 - - 252.38 241.12 7.90 - 14.45 234.57 115.91 13.93 - 129.84 116.14 14.22 14.45 115.91 122.54 118.66 124.98
		54.53 55.51 5.03 - 8.51		18.33 21.40 2.87 - 5.94		77.98 77.98 - - -		101.54 86.23 - - -
		52.03 21.22 4.78 -		18.33 10.03 0.89 -		77.98 63.67 2.42 -		86.23 21.00 5.84 -
		26.00 24.61 5.11 8.51		10.92 15.06 0.91 5.94		66.09 60.72 2.94 -		26.83 15.75 5.25 -
		21.22 28.53 30.81 30.90		10.03 7.41 8.30 6.35		63.67 11.90 14.32 17.26		21.00 74.70 65.23 70.48

Note 4

INVESTMENT PROPERTy

4 INVESTMENT PROPERTy
Particulars	Land	Buildings	Furniture and Fixtures		Plant and Machinery (Including offce equipment’s)		Total
Cost or deemed cost (gross carrying amount) Balance at March 31, 2020 Additions Disposals Balance at March 31, 2021	165.67 51.71	14,478.82 - - 14,478.82		317.01 1.69		1,118.64 65.67	16,080.14 119.08 - 16,199.22
	- 217.38			- 318.71		- 1,184.31

~~70~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Particulars	Land	Buildings	Furniture and Fixtures	Plant and Machinery (Including offce equipment’s)	Total
Balance at March 31, 2019 Additions Disposals Balance at March 31, 2020 Accumulated depreciation and impairment losses Balance at March 31, 2020 Depreciation for the year Impairment loss Disposals Balance at March 31, 2021 Balance at March 31, 2019 Depreciation for the year Impairment loss Disposals Balance at March 31, 2020 Carrying amounts (Net) At March 31, 2021 At March 31, 2020 At March 31, 2019	165.67 - -	2,670.07 11,808.75 - 14,478.82 244.05 232.58 - - 476.63 129.25 114.80 - - 244.05 14,002.19 14,234.77 2,540.82	213.71 103.30 -	100.96 1,017.68 -	3,150.41 12,929.73 - 16,080.14 422.74 370.29 - - 793.03 219.90 202.84 - - 422.74 15,406.19 15,657.40 2,930.52
	165.67 - - - -		317.01 91.46 28.41 - -	1,118.64 87.23 109.30 - -
	- - - - -		119.87 68.59 22.87 - -	196.53 22.05 65.17 - -
	- - 217.38 165.67 165.67		91.46 198.83 225.55 145.12	87.23 987.78 1,031.41 78.90

Information regarding Income and Expenditure of Investment Property

Information regarding Income and Expenditure of Investment Property
Particulars	March 31, 2021		March 31, 2020
Rental Income derived from Investment Properties Direct operating expenses (including repairs and maintenance)generating rental income Finance Cost Proft arising from investment properties before depreciation andindirect expenses Less - Depreciation Proft arising from Investment Properties before indirect expenses		5,894.23 (1,868.06) (2,142.24)		4,434.80 (1,201.90) (1,888.63) 1,344.28 (202.84) 1,141.44
		1,883.93 (370.29)
		1,513.63

Leasing arrangements

The Company has leased properties under certain non-cancellable operating leases in the capacity of a lessor. Refer Note No. 45 for future minimum lease payments in respect of these properties.

~~71~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 5

INVESTMENT PROPERTy UNDER CONSTRUCTION

Reconciliation of carrying amount

5 INVESTMENT PROPERTy UNDER CONSTRUCTION Reconciliation of carrying amount
Particulars	Investment property under construction
Balance at March 31, 2020 Additions Deletions Transfer to Investment property Transfer to Inventory Balance at March 31, 2021 Balance at March 31, 2019 Additions Deletions Transfer to Investment property Transfer to Inventory Balance at March 31, 2020 Carrying amounts (Net) At March 31, 2021 At March 31, 2020 At March 31, 2019		4,001.59 68.51 - 51.71 0.90
		4,017.50 14,421.53 3,382.57 - 12,821.72 980.78
		4,001.59 4,017.50 4,001.59 14,421.53

Note 6

INTANgIBLE ASSETS

6 INTANgIBLE ASSETS
Description	Specialised Software	Windmill *	Total
Cost or deemed cost (gross carrying amount) Balance at March 31, 2020 Additions Balance at March 31, 2021 Balance at March 31, 2019 Additions Balance at March 31, 2020 Accumulated amortization and impairment losses Balance at March 31, 2020 Amortization for the year Balance at March 31, 2021 Balance at March 31, 2019 Amortization for the year Balance at March 31, 2020 Carrying amounts (Net) At March 31, 2021 At March 31, 2020 At March 31, 2019	147.34 -	50.64 -	197.98 -
	147.34 147.34 -	50.64 50.64 -	197.98 197.98 -
	147.34 138.60 0.61	50.64 10.76 2.69	197.98 149.36 3.31
	139.22 137.96 0.65	13.45 8.07 2.69	152.67 146.03 3.34
	138.60 8.12 8.74 9.38	10.76 37.19 39.88 42.57	149.36 45.31 48.62 51.95

*Service concession arrangement

The company has one windmill in the state of Karnataka. It has entered into an agreement with Bangalore Electricity Company Limited (BESCOM) for 20 years further extendable on mutual consent for 10 years to sell 100% electricity generated at an agreed rate. The arrangement is treated as a whole life arrangement under Ind AS 11 as the arrangement covers substantially the entire useful life of the windmill and the price is regulated by the grantor.

~~72~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 7

RIgHT-OF-USE ASSETS

7 RIgHT-OF-USE ASSETS
Description	Right-of-use Building
Cost Balance at March 31, 2020 Additions Disposals Balance at March 31, 2021 Balance at March 31, 2019 Additions Disposals Balance at March 31, 2020 Accumulated depreciation Balance at March 31, 2020 Amortization for the year Balance at March 31, 2021 Balance at March 31, 2019 Amortization for the year Balance at March 31, 2020 Carrying amounts (Net) At March 31, 2021 At March 31, 2020 At March 31, 2019		80.79 - -
		80.79 - 80.79 -
		80.79 25.81 26.93
		52.74 - 25.81
		25.81 28.05 54.98 -

The Company has adopted IND AS 116 - Leases to its leases effective from April 1, 2019. This has resulted in recognizing Right of Use asset (an amount equal to lease liability (adjusted by prepaid lease rent) of ` 80.79 Lakhs.

Note 8

INVESTMENTS IN ASSOCIATES

8 INVESTMENTS IN ASSOCIATES
	As at March 31, 2021		As at March 31, 2020
a) Investments measured at cost (i) Investments in Equity Instruments (fully paid up) I Unquoted of Associate - PNB MetLife India Insurance Company Limited - 229,789,903 (March 31, 2020 :229,789,903) fully paid equity shares of`10 each<br>-<br>Dabri Properties & Trading Company Limited - 226,977<br>(March 31, 2020 :226,977) fully paid equity shares of`10 each Aggregate amount of Unquoted Securities		24,054.25 22.50 24,076.75 24,076.75		24,054.25 22.50 24,076.75 24,076.75

PNB MetLife India Insurance Company Limited

PNB Metlife India Insurance Company Limited has been treated as an associate even though the Group holds less than 20% of the voting power as it has significant influence over PNB due to board representation.

~~73~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 9

OTHER NON CURRENT INVESTMENTS

Note 9 OTHER NON CURRENT INVESTMENTS
	As at March 31, 2021	As at March 31, 2020
a) Investments measured at Fair value through Proft and loss account (i) Investments in Equity Instruments (fully paid up) of other entities I Unquoted - Smaash Entertainment Private Limited -13,18,565 (March 31, 2020 : 13,18,565) fully paid equity shares of`10/- each<br>-<br>The Saraswat Co-op Bank Limited - 2,500<br>(March 31, 2020 : 2,500) fully paid equity shares of`10/- each - Atlas Copco (India) Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`10/- each<br>-<br>Epiroc Mining India Limited - 50<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each II quoted - 63 Moons Technologies Limited - NIL (March 31, 2020 : 440) fully paid equity shares of`2/- each<br>-<br>ABB India Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`2/- each - ABB Power Products & Systems India Limited - NIL (March 31, 2020 : 10) fully paid equity shares of`2/- each<br>-<br>Accurate Transformers Limited - 50<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - Adani Power Limited - NIL (March 31, 2020 : 200) fully paid equity shares of`10/- each<br>-<br>Aditya Birla Fashion & Retail Limited - NIL<br>(March 31, 2020 : 10) fully paid equity share`10/- each - Ansal Properties and Infrastructure Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`5/- each<br>-<br>BGR Energy Systems Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - Bil Energy Systems Limited - NIL (March 31, 2020 : 1,000) full paid equity Share of`1/- each<br>-<br>Bil Power Limited - 100<br>(March 31, 2020 : 100) fully paid equity shares of`10/- each - Brigade Enterprises Limited - NIL (March 31, 2020 : 75) fully paid equity shares of`10/- each<br>-<br>CG Power and Industrial Solutions limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`2/- each - Crompton Greaves Consumer Electricals Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`2/- each<br>-<br>DLF limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`2/- each - Eclerx Services limited - NIL (March 31, 2020 : 100) fully paid equity shares of`10/- each<br>-<br>Elgi Equipments Limited - 100<br>(March 31, 2020 : 100) fully paid equity shares of`1/- each - Emco Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`2/- each<br>-<br>Future Enterprises Limited - NIL<br>(March 31, 2020 : 50) fully paid equity share of`2/- each - Future Lifestyle Fashions Limited - NIL (March 31, 2020 : 16) fully paid equity share of`2/- each<br>-<br>Future Market Networks Limited - NIL<br>(March 31, 2020 : 2) fully paid equity share of`10/- each - Future Retail Limited - NIL (March 31,2020 : 50)fully paid equityshares of`2/- each	500.00 0.25 - 0.01 - - - 0.01 - - - - - 0.01 - - - - - 0.19 - - - - -	500.00 0.25 0.01 0.01 0.21 0.47 0.07 0.01 0.06 0.02 0.00 0.01 0.00 0.01 0.10 0.00 0.10 0.07 0.37 0.11 0.00 0.00 0.02 0.00 0.04

~~74~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 9

OTHER NON CURRENT INVESTMENTS (Contd.)

Note 9 OTHER NON CURRENT INVESTMENTS (Contd.)
	As at March 31, 2021		As at March 31, 2020
- GE T&D India Limited - NIL (March 31, 2020 : 100) Fully paid equity shares of`2/- each<br>-<br>Hubtown Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - IMP Powers Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`10/- each<br>-<br>Indo Tech Transformers Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - Ingersoll-Rand (India) Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`10/- each<br>-<br>Kaya Limited - NIL<br>(March 31, 2020 : 4) fully paid equity share of`10/- each - Lancor Holdings Limited - NIL (March 31, 2020 : 100) fully paid equity shares of`2/- each<br>-<br>Marico Limited - NIL<br>(March 31, 2020 : 400) fully paid equity shares of`1/- each - Mazda Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`10/- each<br>-<br>Omaxe Limited - NIL<br>(March 31, 2020 : 62) fully paid equity shares of`10/- each - Praxis Home Retail Limited - NIL (March 31, 2020 : 2) fully paid equity shares of`5/- each<br>-<br>Puravankara Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`5/- each - Schneider Electric Infrastructure Limited - NIL (March 31, 2020 : 100) fully paid equity shares of`2/- each<br>-<br>Shree Renuka Sugars Limited - NIL<br>(March 31, 2020 : 400) fully paid equity shares of`1/- each - Sunteck Realty Limited - NIL (March 31, 2020 : 100) fully paid equity shares of`1/- each<br>-<br>Torrent Power Limited - NIL<br>(March 31, 2020 : 100) fully paid equity shares of`10/- each - Voltamp Transformers Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`10/- each<br>b)<br>Investments measured at Fair value through Other Comprehensive Income<br>quoted<br>-<br>HDFC Asset Management Company Limited - 7,500<br>(March 31, 2020 : 7,500) Fully paid equity shares of`5/- each - HDFC Life Insurance Company Limited - 12,000 (March 31, 2020 : 12,000) Fully paid equity shares of`10/- each <br>-<br>Indiamart Intermesh Limited -9,500<br>(March 31, 2020 : 17,600) fully paid equity shares of`10/- each - SBI Cards & Payment Services Limited - 6,000 (March 31, 2020 : 10,925) fully paid equity shares of`10/- each <br>-<br>SBI Life Insurance Company Limited - 7,500<br>(March 31, 2020 : 7,500) fully paid equity shares of`10/- each b) Investments measured at amortised cost* Investments in government Securities - 6/7 year National Savings Certifcate - Kisan Vikas Patra Total Aggregate amount of Unquoted Securities Aggregate amount of Quoted Securities Market value of Quoted Securities		- - - - - - - - - - - - - - - - - 219.03 83.49 734.59 55.76 66.04 0.10 0.11		0.07 0.00 0.01 0.04 0.31 0.00 0.00 1.10 0.12 0.09 0.00 0.02 0.07 0.02 0.21 0.28 0.44 158.41 52.99 340.72 67.56 48.07 0.10 0.11
		1,659.59		1,172.68
		500.47 1,159.12 1,159.12		500.47 672.21 672.21

Securities are pledged with Aditya Birla Finance Limited against term loan availed.

** Securities are pledged with Bajaj Finance Limited for loan against shares.

~~75~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

As at March 31, 2021	As at March 31, 2021	As at March 31, 2020
Note 10 LOANS (Unsecured, considered good) Security deposits Note 11 OTHER NON CURRENT FINANCIAL ASSETS Bank deposits with more than 12 months maturity*	181.02 181.02 771.13 771.13	170.22
		170.22
		771.56
		771.56

includes margin deposit for bank guarantee/letter of credit of 87.15 lakhs (March 31, 2020: 77.28 lakhs).
includes margin deposit of 683.98 lakhs (March 31, 2020: 694.28 lakhs) towards terms loan (lease rental discounting) from Indusind Bank Limited & Kotak Mahindra Bank Limited.

Note 12

Note 12
DEFERRED TAX ASSETS Deferred tax assets (Net) (Refer Note. No. 42) MAT credit entitlement Note 13 OTHER TAX ASSETS (NET) Advance payment of taxes (Net of Provision) Note 14 OTHER NON-CURRENT ASSETS Rent equalisation reserve Prepaid expenses Balances with government authorities Note 15 INVENTORIES (at lower of the cost and net realizable value) Raw Materials Work-in-progress Finished Goods Land Held as Stock in trade Stores and Spares	(384.20) 910.42 526.21 864.95 864.95 299.41 338.27 14.29 651.97 58.78 6.12 - 0.90 0.52 66.32	(344.81) 821.47
		476.66
		617.61
		617.61
		258.92 368.50 13.46
		640.89
		67.61 13.27 - 0.90 0.13
		81.90

~~76~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

As at March 31, 2021	As at March 31, 2021	As at March 31, 2020
Note 16 TRADE RECEIVABLES (Unsecured) Trade receivables Less: Provision for doubtful debts Break-up Unsecured, considered good Unsecured, considered doubtful Allowance for doubtful debts	1,350.64 (133.06) 1,217.58 1,217.58 133.06 (133.06)	495.56 (133.06)
		362.50
		362.50 133.06 (133.06)

Trade receivable include 0.81 Lakhs (March 31, 2020: 0.34 Lakhs) as trade receivable from related parties

Note 17 CASH & CASH EqUIVALENTS Balance with banks Current accounts Escrow accounts Cash in hand Note 18 LOANS *(Unsecured, considered good)* Deposits Loans and advances - Loan to related parties - Loan to others - Others	430.18 123.05 0.09 553.31 5.19 241.45 1,464.50 5.31 1,716.45	155.57 93.26 1.31
		250.15
		4.63 1,284.60 1,692.00 6.07
		2,987.30

The inter-corporate deposits to related parties and others are unsecured and carry interest in the range of 12% p.a to 15% p.a. The tenure of the deposits range from either 90 to 365 days or repayable on demand.

Note 19 OTHER CURRENT FINANCIAL ASSETS *(Unsecured, considered good)* Interest accrued but not due - Related parties - Others Other receivables Note 20 OTHER CURRENT ASSETS Advances to suppliers Prepaid expenses Deposits	54.12 216.90 81.89 352.91 96.61 44.51 8.01 149.13	171.35 48.54 78.13
		298.02
		113.97 21.79 8.01
		143.78

~~77~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 21

EqUITy SHARE CAPITAL

21 ITy SHARE CAPITAL
	March 31, 2021		March 31, 2020
Authorised share capital 25,00,00,000 equity shares of`1/- each<br>(March 31, 2020: 25,00,00,000 equity shares of`1/- each) 40,00,000 Cumulative Redeemable Preference Shares of`10/- each<br>(March 31, 2019: 40,00,000 Cumulative Redeemable Preference Shares of`10/- each) Issued Capital 16,94,82,360 equity shares of`1/- each fully paid<br>(March 31, 2020: 16,94,82,360 equity shares of`1/- each fully paid) Subscribed and paid-up Capital 16,94,79,130 equity shares of`1/- each fully paid<br>(March 31, 2020: 16,94,79,130 equity shares of`1/- each fully paid)		2,500.00 400.00		2,500.00 400.00
		2,900.00		2,900.00
		1,694.82		1,694.82
		1,694.82		1,694.82
		1,694.79		1,694.79
		1,694.79		1,694.79

a. Reconciliation of the shares outstanding

Equity shares	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2020	March 31, 2020	March 31, 2020
	Number of shares		Amount	Number of shares		Amount
As the beginning of the year Add / (less): Movements during the year Outstanding at the end of the year		16,94,79,130 -	1,694.79 -		16,94,79,130 -	1,694.79 - 1,694.79
		16,94,79,130	1,694.79		16,94,79,130

b. Terms and rights attached to the equity share

Equity shares have a par value of ` 1/- each respectively. Each equity shareholder are eligible for one vote per share.
c. Details of shareholding more than 5% in the company

Equity shares of`1 each, fully paid-up	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2020	March 31, 2020	March 31, 2020	March 31, 2020
	Number of shares		% Holding		Number of shares		% Holding
I.G.E (India) Private Limited International Conveyors Limited RCA Limited Cresta Fund Limited National Westminster Bank PLC (as Trustee of the Jupiter India Fund)		8,50,69,326 2,69,60,077 1,16,08,548 1,01,09,648 87,69,031		50.19% 15.91% 6.85% 5.97% 5.17%		8,44,37,376 2,48,70,160 1,11,58,548 1,01,09,648 87,69,031		49.82% 14.67% 6.58% 5.97% 5.17% 82.22%
		14,25,16,630		84.09%		13,93,44,763

~~78~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

As at March 31, 2021 As at March 31, 2020 Note 22 OTHER EqUITy Capital reserves 27.50 27.50 Securities premium 19,008.50 19,008.50 Employee share options 655.74 80.12 Amalgamation reserve 177.96 177.96 Retained earnings 1,339.63 225.95 Other comprehensive income/(expense)-Net of taxes Unrealized gains/(losses) on investments in equities 683.09 152.39 Remeasurements gain/(losses) on defned beneft plan (5.97) (4.44) 21,886.46 19,667.99 Movement in each reserve a) Capital reserve As per last balance sheet 27.50 27.50 Add / (less): Movements during the year - - 27.50 27.50 b) Securities premium reserve As per last balance sheet 19,008.50 21,022.50 Add / (less): Redemption of preference shares during the year - (2,014.00) 19,008.50 19,008.50 c) Employee share options Employee share options outstanding 80.12 - Deferred employee compensation expense 575.63 80.12 655.74 80.12 d) Other reserves Amalgamation reserve As per last balance sheet 177.96 177.96 Add / (less): Movements during the year - - 177.96 177.96 e) Retained Earnings As per last balance sheet 225.95 (248.59) Add / (less): proft/(loss) during the year 702.61 474.54 Add / (less): Realized gains/(losses) on investments in equities 411.07 - 1,339.63 225.95 f) Other comprehensive income/(expense)-Net of taxes i) Remeasurements gain/(losses) on defned beneft plan As per last balance sheet (4.44) (3.01) Add / (less): Remeasurements gain/(losses) on defned beneft plan (1.53) (1.43) (5.97) (4.44) ii) Equity instruments through other comprehensive income As per last balance sheet 152.39 - Add / (less): Unrealized gains/(losses) on investments in equities 941.76 152.39 Add / (less): Realized gains/(losses) on investments in equities (411.07) - 683.09 152.39	As at March 31, 2021 As at March 31, 2020 Note 22 OTHER EqUITy Capital reserves 27.50 27.50 Securities premium 19,008.50 19,008.50 Employee share options 655.74 80.12 Amalgamation reserve 177.96 177.96 Retained earnings 1,339.63 225.95 Other comprehensive income/(expense)-Net of taxes Unrealized gains/(losses) on investments in equities 683.09 152.39 Remeasurements gain/(losses) on defned beneft plan (5.97) (4.44) 21,886.46 19,667.99 Movement in each reserve a) Capital reserve As per last balance sheet 27.50 27.50 Add / (less): Movements during the year - - 27.50 27.50 b) Securities premium reserve As per last balance sheet 19,008.50 21,022.50 Add / (less): Redemption of preference shares during the year - (2,014.00) 19,008.50 19,008.50 c) Employee share options Employee share options outstanding 80.12 - Deferred employee compensation expense 575.63 80.12 655.74 80.12 d) Other reserves Amalgamation reserve As per last balance sheet 177.96 177.96 Add / (less): Movements during the year - - 177.96 177.96 e) Retained Earnings As per last balance sheet 225.95 (248.59) Add / (less): proft/(loss) during the year 702.61 474.54 Add / (less): Realized gains/(losses) on investments in equities 411.07 - 1,339.63 225.95 f) Other comprehensive income/(expense)-Net of taxes i) Remeasurements gain/(losses) on defned beneft plan As per last balance sheet (4.44) (3.01) Add / (less): Remeasurements gain/(losses) on defned beneft plan (1.53) (1.43) (5.97) (4.44) ii) Equity instruments through other comprehensive income As per last balance sheet 152.39 - Add / (less): Unrealized gains/(losses) on investments in equities 941.76 152.39 Add / (less): Realized gains/(losses) on investments in equities (411.07) - 683.09 152.39	As at March 31, 2021 As at March 31, 2020 Note 22 OTHER EqUITy Capital reserves 27.50 27.50 Securities premium 19,008.50 19,008.50 Employee share options 655.74 80.12 Amalgamation reserve 177.96 177.96 Retained earnings 1,339.63 225.95 Other comprehensive income/(expense)-Net of taxes Unrealized gains/(losses) on investments in equities 683.09 152.39 Remeasurements gain/(losses) on defned beneft plan (5.97) (4.44) 21,886.46 19,667.99 Movement in each reserve a) Capital reserve As per last balance sheet 27.50 27.50 Add / (less): Movements during the year - - 27.50 27.50 b) Securities premium reserve As per last balance sheet 19,008.50 21,022.50 Add / (less): Redemption of preference shares during the year - (2,014.00) 19,008.50 19,008.50 c) Employee share options Employee share options outstanding 80.12 - Deferred employee compensation expense 575.63 80.12 655.74 80.12 d) Other reserves Amalgamation reserve As per last balance sheet 177.96 177.96 Add / (less): Movements during the year - - 177.96 177.96 e) Retained Earnings As per last balance sheet 225.95 (248.59) Add / (less): proft/(loss) during the year 702.61 474.54 Add / (less): Realized gains/(losses) on investments in equities 411.07 - 1,339.63 225.95 f) Other comprehensive income/(expense)-Net of taxes i) Remeasurements gain/(losses) on defned beneft plan As per last balance sheet (4.44) (3.01) Add / (less): Remeasurements gain/(losses) on defned beneft plan (1.53) (1.43) (5.97) (4.44) ii) Equity instruments through other comprehensive income As per last balance sheet 152.39 - Add / (less): Unrealized gains/(losses) on investments in equities 941.76 152.39 Add / (less): Realized gains/(losses) on investments in equities (411.07) - 683.09 152.39
Note 22 OTHER EqUITy Capital reserves Securities premium Employee share options Amalgamation reserve Retained earnings Other comprehensive income/(expense)-Net of taxes Unrealized gains/(losses) on investments in equities Remeasurements gain/(losses) on defned beneft plan Movement in each reserve a) Capital reserve As per last balance sheet Add / (less): Movements during the year b) Securities premium reserve As per last balance sheet Add / (less): Redemption of preference shares during the year c) Employee share options Employee share options outstanding Deferred employee compensation expense d) Other reserves Amalgamation reserve As per last balance sheet Add / (less): Movements during the year e) Retained Earnings As per last balance sheet Add / (less): proft/(loss) during the year Add / (less): Realized gains/(losses) on investments in equities f) Other comprehensive income/(expense)-Net of taxes i) Remeasurements gain/(losses) on defned beneft plan As per last balance sheet Add / (less): Remeasurements gain/(losses) on defned beneft plan ii) Equity instruments through other comprehensive income As per last balance sheet Add / (less): Unrealized gains/(losses) on investments in equities Add / (less): Realized gains/(losses) on investments in equities	27.50 19,008.50 655.74 177.96 1,339.63 683.09 (5.97) 21,886.46 27.50 - 27.50 19,008.50 - 19,008.50 80.12 575.63 655.74 177.96 - 177.96 225.95 702.61 411.07 1,339.63 (4.44) (1.53) (5.97) 152.39 941.76 (411.07) 683.09
		19,667.99
		27.50 -
		27.50
		21,022.50 (2,014.00)
		19,008.50
		- 80.12
		80.12
		177.96 -
		177.96
		(248.59) 474.54 -
		225.95
		(3.01) (1.43)
		(4.44)
		- 152.39 -
		152.39

~~79~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 23

BORROWINgS

Secured As at March 31, 2021 (a) Term loans Indian rupees loan from bank 13,758.64 Indian rupees loan from other fnancial institutions 4,155.13 (b) Vehicle loans Indian rupees loan from bank 2.28 Unsecured Cumulative Redeemable Preference Shares 4,40,000 (March 31, 2020: 4,40,000) Cumulative Redeemable Preference Shares of`10 each, fully paid up. 1,158.31 19,074.35**	As at March 31, 2020 14,225.21 4,513.38 4.62 975.69
	19,718.90

Details of Securities and Terms of Repayment :

Secured

a) Term Loans
i) from Banks

Indusind Bank Limited - LRD

Loans from Banks Indusind Bank Limited - LRD
Loan Amount	Tenor	Rate of Interest
`30.77 Crores	15 Years	9.50% p.a Linked with MCLR + 0.25% per annum

Primary Security: Assignment of lease rental receivables of 1st floor to 5th floor of building “Elpro Metropolis” at village Chinchwadgaon, Taluka Haveli, Pune - 411 033, comprising of premises with 76 car parking, owned by the company.

Collateral Security: Exclusive mortgage of all floors (1st floor to 5th floor) of building “Elpro Metropolis” at village Chinchwadgaon, Taluka Haveli, Pune – 411 033.

Kotak Mahindra Bank Limited - LRD (Total Sanctioned amount ` 157.03 Crores)

Kotak Ma	hindra Bank Limited - LRD (Tota	l Sanctioned	amount`157.03 Crores)
TL No.	Disbursed loan amount	Tenor	Rate of Interest
I	`25.94 Crores	85 Months	7.50% p.a Linked with MCLR + 0.15% per annum
I I	`30.96 Crores	109 Months	8.00% p.a Linked with MCLR + 0.65% per annum
I I I	`4.43 Crores	109 Months	8.00% p.a Linked with MCLR + 0.65% per annum
IV	`50.00 Crores	115 Months	8.05% p.a Linked with MCLR + 0.70% per annum
	`15.73 Crores	112 Months	8.45% p.a Linked with MCLR + 1.15% per annum
	Total-`127.06 Crores

Term Loan -I, II & III

Security: First & exclusive charge on all existing and future receivables from the licensees (Varroc Engineering Limited, Varroc Lighting Systems (I) Private Limited, WILO Mather & Platt Pumps Private Limited & Mahle Holding (I) Private Limited) of the property being mortgaged to the Bank and Nexstep activity LLP (by way of Hypothecation or assignment as advised b the Bank’s legal Unit) arising out of lease rentals.

Collateral: First & Exclusive mortgage charges (Equitable or Registered as advised by the Bank’s legal Unit) on immovable properties being land and building being industrial plot at 1 Elpro Park, Industrial Shed/Building on land bearing part of CTS No.4270 situated at Chinchwadgaon, Taluka Haveli, Pune-411033 having total area: 23,374.06 sq. mtrs

Term Loan -IV

Security: First & exclusive charge on all existing and future receivables from the Licensees of the property being mortgaged to the Bank (by way of Hypothecation or assignment as advised by the Bank’s legal Unit) arising out of lease rentals.

~~80~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Collateral: First & Exclusive mortgage charges (Equitable or Registered as advised by the Bank’s legal Unit) on immovable properties being land and building on commercial plot at ‘Elpro City Square’ CTS No.4270/1, Plot No.1, Chinchwad district, Pune -411 033

ii) from other financial institutions:
Aditya Birla Finance Limited – LRD

Loan Amount	Tenor	Rate of Interest
`40.00 Crores	10 Years	12% p.a

Security: Exclusive charge on land admeasuring 6.5 acres (26,308.50 sq. mt) situated at plot No.08, CTS No.4270/9, Chinchwadgaon, Pimpri Chinchwad, Pune valued at ` 140 Crores basis valuation report dated 30th March’2019. Escrow of Lease Rentals from Behr Hella Thermocontrol India Private Limited (Lease agreements pertaining to two offices of 8,275 sq. ft each situated at Elpro Vision Exchange building) and Hind Charity Trust (lease agreement pertaining to area of 44,671 Sq. ft ,37,760 Sq. ft, 12282 Sq. ft and 28,589 sq. ft situated at Elpro International school,Chinchwad,Pune). Exclusive charge by the way of hypothecation of all present and future rental receivables from lessees operating out of the above mentioned properties.

Kotak Mahindra Investment Limited – LRD

Loan Amount	Tenor	Rate of Interest
`10.00 Crores	5 Years	10% p.a

Security: First & Exclusive charge by way of Registered Mortgage of land leased to Elpro International School approximately 5.86 acres “Mortgaged Property” located at Parts of CTS No.4270, Pimpri -Chinchwad link Road, Pune owned by the company.

Bajaj Finance Limited - LAS

Bajaj Finance Limited - LAS
Loan Amount	Tenor	Rate of Interest
`3.20 Crores	On Demand	10% p.a

Security: Loan against pledge of listed equity shares as accepted by the lender.

b) Vehicle Loan

ICICI Bank Limited - Vehicle loan

Loan of 10.70 lakhs has been availed during the FY- 2017-18 Secured by hypothecation of car purchased. The loan is payable with EMI of 0.22 lakhs - Repayable in 60 monthly installments starting from March 15, 2018 last installment due on February 15, 2023.

Unsecured

Cumulative Redeemable Preference Shares**

The Company has issued 12% cumulative redeemable preference shares of face value of 10 with a premium of 190 per preference share. The preference shares are to be redeemed at a compounded return on the subscription amount at the rate of 10% per annum.The preference shares are issued for a maximum period of 15 years subject to an early redemption option for the issuer company.

During the previous year in pursuant to the provision of section 55 of the Companies Act, 2013 read with the companies (Share Capital and Debentures) Rules 2014, 10,60,000 cummulative redeemable preference shares of 10/- each agreegation to 1,06,00,000/- out of outstanding 15,00,000 cummulative redeemable preference shares of 10/- each amounting to 1,50,00,000/- has been redeemed.

Note 24 As at March 31, 2021 OTHER FINANCIAL LIABILITIES Lease/Security deposits 1,538.68 Lease Liability - 1,538.68 Note 25 OTHER NON-CURRENT LIABILITIES Advance rent received 356.09 356.09	As at March 31, 2020 1,808.41 26.98
	1,835.39
	530.62
	530.62

~~81~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	As at	As at
	March 31, 2021	March 31, 2020
Note 26
PROVISIONS
Provision for employee benefts
Provisions for gratuity for employees	27.91	30.66
	27.91	30.66
Note 27
BORROWINgS
Unsecured
Inter-corporate deposits
- from related parties	-	163.79
- from others *	939.00	1,635.00
	939.00	1,798.79
* The inter-corporate deposits from others are unsecured and carry interest in the range of 12% p.a to 15% p.a. The tenure
of the deposits range from 90 to 365 days
Note 28
TRADE PAyABLES
Micro and small medium enterprises *	26.89	63.83
Trade payables - Others **	1,486.39	1,754.39
Provisions for expenses	193.45	17.85
	1,706.73	1,836.07
* Refer Note No.51 for dues to Micro, Small and Medium Enterprises
** Trade payables include`39.75 Lakhs (March 31, 2020:`433.62 Lakhs) as trade payables to related parties
Note 29
OTHER FINANCIAL LIABILITIES
Current maturities of long - term borrowings	2,025.29	1,526.45
Lease/Security deposits	2,640.80	2,187.43
Lease Liability	31.35	30.31
Interest accrued but not due on borrowings	125.68	152.07
Employee benefts payable	29.02	27.13
Other payables	-	0.08
	4,852.16	3,923.47
Note 30
CURRENT TAX LIABILITIES
Provision for direct tax	61.67	185.00
	61.67	185.00
Note 31
OTHER CURRENT LIABILITIES
Advances - Residential fats sale agreements	0.33	0.33
Advances - Sale of land	-	395.37
Advance from customers	28.88	16.42
Advance rent received	185.20	199.29
Duties & taxes	54.68	98.19
	269.09	709.60

~~82~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 32 REVENUE FROM OPERATIONS Sale of Products Finished Goods & Services - Domestic turnover - Export turnover Revenue from sale of commercial property Income from windmills Income from real estate services Note 33 OTHER INCOME Interest income - Fixed deposit - Inter-Corporate Deposits - IT refunds - Others Dividend income Duty drawback Forex gain / loss Gain on Investments measured at FVTPL Miscellaneous income Proft on sale of Investments Sundry balances - written back Note 34 COST OF MATERIALS CONSUMED Inventory at the beginning of the year Add: Purchases (Net) Less: Inventory at the end of the year Note 35 CHANgES IN INVENTORIES OF FINISHED gOODS & gOODS Inventory at the beginning of the year Work-in-progress Inventory at the end of the year Work-in-progress Net Change in Inventory Note 36 PROJECT COST Project cost	year ended March 31, 2021 304.49 55.48 - 61.12 5,894.23 6,315.32 46.87 272.65 - 4.98 2.11 0.82 0.62 0.19 - 2.08 - 330.33 68.06 183.46 59.25 192.27 13.27 6.12 7.15 - -	year ended March 31, 2020 360.55 65.77 6,042.45 77.59 4,434.80
		10,981.17
		40.55 326.54 0.35 7.45 2.86 1.19 1.21 - 0.08 2.84 25.09
		408.14
		99.61 205.89 68.06
		237.43 16.98 13.27
		3.71
		5,263.61
		5,263.61

~~83~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

year ended
March 31, 2021
Note 37
REAL ESTATE SERVICE EXPENSES
Real estate service expenses
1,589.65
1,589.65
Note 38
EMPLOyEE BENEFITS EXPENSE
Salaries, wages & bonus
185.58
Contribution to provident & other funds
3.76
Gratuity & leave encashment
6.43
Expenses on employees stock option scheme
575.63
Staff welfare expenses
0.76
772.15
Note 39
FINANCE COSTS
Interest expense
- On bank loans
1,934.81
- Inter - corporate deposits
118.51
- Unwinding interest expense on security deposit
194.87
- Unwinding interest expense on lease liability
4.37
Dividend on preference shares
5.28
Dividend Distribution Tax on Dividend paid
-
Redemption premium on preference shares
177.33
Vehicle loans
0.51
Other borrowing costs
Bank charges and commission
20.99
Stamp duty and franking charges
1.16
2,457.82
Note 40
OTHER EXPENSES
Power and fuel
12.97
Job work / labour charges
12.61
Repairs and maintenance
- Buildings
1.59
- Plant and machinery
0.35
- Others
55.05
Annual maintenance / operation charges - windmill
27.34
Annual listing fees
3.00
Annual custody fees
0.45
Issuer fees
0.45
Rent
14.40
Rates and taxes
26.33
Insurance
9.69

year ended
March 31, 2020
-
-
353.48
6.38
12.56
80.12
1.91
454.44
1,730.22
475.88
147.52
6.02
7.63
17.20
234.99
0.69
44.02
1.57
2,665.73
179.79
16.37
148.71
0.27
117.21
26.46
3.00
0.50
0.45
14.40
71.94
7.69

~~84~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Advertising and sales promotion 2.31 Directors sitting fees 2.20 Travelling and conveyance expenses 12.60 Professional and consultancy charges 197.05 Commission & Brokerage Charges 74.87 Mall Management Charges - Communication charges 2.98 Export expenses 0.15 Printing and stationery 1.52 Membership fees 2.81 Donation 75.00 Security expenses 108.08 Payment to auditors_(Refer details below)_ 11.10 Freight and forwarding expenses 7.87 Loss on fnancial assets measured at fair value through proft and loss account - Miscellaneous expenses 54.63 Interest expense-Income Tax - Other balances written off - Bad and doubtful debts (Net of provision) - 717.40 Payment to auditors for: Audit fees 6.50 Tax audit 1.10 Internal Audit & Other Services 3.50 11.10 41 EARNINgS PER EqUITy SHARE OTHER EXPENSES year ended March 31, 2021	Advertising and sales promotion 2.31 Directors sitting fees 2.20 Travelling and conveyance expenses 12.60 Professional and consultancy charges 197.05 Commission & Brokerage Charges 74.87 Mall Management Charges - Communication charges 2.98 Export expenses 0.15 Printing and stationery 1.52 Membership fees 2.81 Donation 75.00 Security expenses 108.08 Payment to auditors_(Refer details below)_ 11.10 Freight and forwarding expenses 7.87 Loss on fnancial assets measured at fair value through proft and loss account - Miscellaneous expenses 54.63 Interest expense-Income Tax - Other balances written off - Bad and doubtful debts (Net of provision) - 717.40 Payment to auditors for: Audit fees 6.50 Tax audit 1.10 Internal Audit & Other Services 3.50 11.10 41 EARNINgS PER EqUITy SHARE OTHER EXPENSES year ended March 31, 2021	Advertising and sales promotion 2.31 Directors sitting fees 2.20 Travelling and conveyance expenses 12.60 Professional and consultancy charges 197.05 Commission & Brokerage Charges 74.87 Mall Management Charges - Communication charges 2.98 Export expenses 0.15 Printing and stationery 1.52 Membership fees 2.81 Donation 75.00 Security expenses 108.08 Payment to auditors_(Refer details below)_ 11.10 Freight and forwarding expenses 7.87 Loss on fnancial assets measured at fair value through proft and loss account - Miscellaneous expenses 54.63 Interest expense-Income Tax - Other balances written off - Bad and doubtful debts (Net of provision) - 717.40 Payment to auditors for: Audit fees 6.50 Tax audit 1.10 Internal Audit & Other Services 3.50 11.10 41 EARNINgS PER EqUITy SHARE OTHER EXPENSES year ended March 31, 2021	Advertising and sales promotion 2.31 Directors sitting fees 2.20 Travelling and conveyance expenses 12.60 Professional and consultancy charges 197.05 Commission & Brokerage Charges 74.87 Mall Management Charges - Communication charges 2.98 Export expenses 0.15 Printing and stationery 1.52 Membership fees 2.81 Donation 75.00 Security expenses 108.08 Payment to auditors_(Refer details below)_ 11.10 Freight and forwarding expenses 7.87 Loss on fnancial assets measured at fair value through proft and loss account - Miscellaneous expenses 54.63 Interest expense-Income Tax - Other balances written off - Bad and doubtful debts (Net of provision) - 717.40 Payment to auditors for: Audit fees 6.50 Tax audit 1.10 Internal Audit & Other Services 3.50 11.10 41 EARNINgS PER EqUITy SHARE OTHER EXPENSES year ended March 31, 2021	4.87 2.71 67.44 251.99 24.13 344.69 9.26 0.50 24.91 12.06 60.00 157.34 11.60 7.18 2.79 48.36 201.33 - 0.04 year ended March 31, 2020
				1,817.98
				6.50 1.10 4.00
				11.60

EARNINgS PER EqUITy SHARE		year ended March 31, 2021	year ended March 31, 2020
Proft / (Loss) after tax attributable to equity shareholders Calculation of weighted average number of equity shares Number of equity shares at the beginning of the year Number of equity shares issued during the year Number of equity shares outstanding at the end of the year Weighted average number of equity shares outstanding during the year Basic and diluted earnings per share (`) (Restated)<br>Face value per share (`)	(A) (B) (A/B)	702.61 169,479,130 - 169,479,130 169,479,130 0.41 1.00	474.54 169,479,130 - 169,479,130 169,479,130 0.28 1.00

Note 41 EARNINgS PER EqUITy SHARE

Note: Potential ordinary shares to be issued on conversion of ESOPs are anti-dilutive in nature and hence are not considered for calculation of Diluted EPS

~~85~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note - 42

TAX EXPENSE

(a) Amounts recognised in profit and loss

- 42 TAX (a)	EXPENSE Amounts recognised in proft and loss
(b) (c)		For the year ended March 31, 2021 `\|\|For the year<br>ended<br>March 31, 2020<br>`
	Current income tax Previous year Tax Deferred income tax liability / (asset), Net Origination and reversal of temporary differences Deferred tax expense Tax expense for the year		- (177.15)	185.00 (396.26)
			(177.15)	(211.26)
			(30.70)	436.91
			(30.70)	436.91
			(207.85)	225.65

	Amounts recognised in other comprehensive income
	Remeasurements of the defned beneft plans Equity Instruments through Other Comprehensive Income		0.12 123.44	(1.82) 20.09
			123.56	18.27

	Reconciliation of effective tax rate
	Proft / (Loss) before tax Domestic tax rate Tax using the Company’s domestic tax rate Tax effect of: Expense not deductible for tax purposes Dividend and redemption premium on preference shares Current year losses for which no deferred tax is recognised Tax on income at different rates Tax pertaining to prior years Previously unrecognised tax losses used to reduce tax expense Others		494.76 29.12% 144.07 24.83 53.18 - (0.40) (177.15) - (252.38) (207.85)	700.19 27.82% 194.79 82.90 - - - (396.26) 32.54 311.67 225.65

~~86~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

(d) Movement in deferred tax balances

Movement in deferred tax balances
Particulars	Net balance April 1, 2020	Recognised in proft or loss	Recognised in OCI	Net deferred tax asset/ (liability) as on March 31, 2021
	`\|`	`\|`
Deferred tax assets / (liabilities)
- Property, plant and equipment	(733.22)	(116.83)	-	(850.05)
- Carried forward losses and unabsorbed depreciation	142.92	79.69	-	222.61
- Employee benefts	7.10	(0.68)	-	6.42
- Security deposit discounting	(16.23)	17.87	-	1.65
- Right of use assets	0.67	(1.64)	-	(0.96)
- Dividend and redemption premium on preference shares	271.31	53.18	-	324.49
- Investments measured at FVOCI / FVTPL	(19.20)	(0.89)	(69.97)	(90.06)
- Remeasurement of defned beneft plan - OCI	1.82	0.00	(0.12)	1.70
	(344.81)	30.70	(70.09)	(384.20)

Particulars	Net balance April 1, 2019	Recognised in proft or loss	Recognised in OCI	Net deferred tax asset/ (liability) as on March 31, 2020
	`\|`	`\|`
Deferred tax assets /(liabilities)
- Property, plant and equipment	(0.31)	(732.91)	-	(733.22)
- Carried forward losses and unabsorbed depreciation	110.67	32.25	-	142.92
- Employee benefts	-	7.10	-	7.10
- Security deposit discounting	-	(16.23)	-	(16.23)
- Right of use assets	-	0.67	-	0.67
- Dividend and redemption premium on preference shares	-	271.31	-	271.31
- Investments measured at FVOCI / FVTPL	-	0.89	(20.09)	(19.20)
- Remeasurement of defned beneft plan - OCI	-	-	1.82	1.82
	110.36	(436.91)	(18.27)	(344.81)

Deferred tax:

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income and the period over which deferred income tax assets will be recovered. Any changes in future taxable income would impact the recoverability of deferred tax assets.

~~87~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 43

EMPLOyEE BENEFITS

(i) The Company has its own provident fund trust covering the employees of Elpro International Limited and as the fund would have to meet any interest shortfall, it is to be construed as a defined benefit plan. However, in the absence of guidance note from the Actuarial Society of India, the Company’s actuary has expressed his inability to reliably measure the provident fund liability. Accordingly, the Company has accounted for the same as a defined contribution plan.

(ii) Movement in net defined benefit (asset) / liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) / liability and its components.

	Defned beneft obligation	Defned beneft obligation	Fair value of plan assets	Fair value of plan assets	Net defned beneft (asset) / liability	Net defned beneft (asset) / liability
	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
Openingbalance	42.75	27.79	12.09	12.56	30.66	15.23
Included inproft or loss
Current service cost	4.46	2.70	-	-	4.46	2.70
Past service cost	-	8.76	-	-	-	8.76
Interest cost	2.61	1.82	-	-	2.61	1.82
Actuarial(Gains)/ Losses	-	-	-	-	-	-
Other
Beneftpaid from the fund	(2.24)	(1.31)	(2.24)	(1.31)	-	-
Expected return onplan assets	-	-	0.54	0.72	(0.54)	(0.72)
Contributions byemployer	-	-	10.69	0.39	(10.69)	(0.39)
Beneftpaid	-	-	-	-	-	-
Included in OCI
Remeasurements loss /(gain):	1.04	2.99	(0.37)	(0.27)	1.41	3.25
	48.62	42.75	20.71	12.09	27.91	30.66

Expenses recognized in statement of Proft & Loss Account	As at March 31, 2021	As at March 31, 2020
Current service cost	4.46	2.70
Past service cost	-	8.76
Interest cost	2.61	1.82
Expected return on plan assets	(0.54)	(0.72)

Amount recognized in Other comprehensive income
Total Remeasurements in OCI	1.41	3.25

(iii) Actuarial assumptions

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).


Discount (p.a)	6.85%	6.85%
Salary escalation (p.a)	6.00%	6.00%

~~88~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

(iv) Sensitivity analysis

Discount Rate, Salary Escalation Rate and Withdrawal Rate are significant actuarial assumptions. The change in the Present Value of Defined Benefit Obligation for a change of 100 Basis Points from the assumed assumption is given below:

	March 31, 2021	March 31, 2020
	Percentage Change	Percentage Change
Under base scenario	0.00%	0.00%
Salaryescalation - upby1%	7.53%	7.24%
Salaryescalation - down by1%	-6.82%	-6.52%
Discount rates - upby1%	-8.39%	-8.35%
Discount rates - down by1%	9.89%	9.86%

Note 44

EMPLOyEES SHARE BASED PAyMENT

The Board of the Company approved an ESOP scheme called ‘ Elpro Employee Stock Option Plan 2019’ and the scheme became effective from 25 November 2019. The objectives of the scheme are to reward key and senior employees for their association with the Company, their performance as well as to attract, retain and reward employees to contribute to the growth and profitability of the Company.

The options granted under this scheme to eligible employees vest over a period of one year to four years. The options have to be exercised by the employees within the stipulated exercise period.

In the event of resignation, all unvested options shall lapse and options vested can be exercised before the last working day.

The fair value at the grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the options, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The model inputs for options granted during the year ended March 31, 2021 included :

Particulars	March 31, 2021	March 31, 2020
Exerciseprice	43.62	43.62
Grant date	14-Feb-20	14-Feb-20
Share Price atgrant date	48.50	48.50
Fair Value of option atgrant date	22.99	22.99
Expected volatility (weighted average volatility)	53.68%	53.68%
Expected life(expected weighted average life)	3.4years	3.4years
Expected dividends	0.00%	0.00%
Risk-free interest rate(based ongovernment bonds)	5.82%	5.82%

Set out below is the summary of options granted under the plan -

Particulars	March 31, 2021	March 31, 2020
	No. of options	No. of options
Options outstandingat beginningof theyear	34,56,216	-
Granted duringtheperiod	-	34,56,216
Forfeited duringtheperiod	-	-
Exercised duringtheperiod	-	-

Outstanding at end of theyear	34,56,216	34,56,216
Shares vested and exercisable	20,73,730	-

~~89~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 45

OPERATINg LEASES AS A LESSOR

i) The Company’s significant leasing arrangements are in respect of operating leases for premises. These leasing arrangements, which are non-cancelable range between 11 months and 39 years generally and are usually renewable by mutual consent on mutually agreeable terms.

ii) Other disclosures in respect of Building’s given on operating lease

by mutual consent on mutually agreeable terms. Other disclosures in respect of Building’s given on operating lease
Buildings (Including Furniture & Fixtures)	March 31, 2021	March 31, 2020
Lease rental receipt for theyear	5,692.01	4,270.13
Future minimum lease rentals receipts not later than oneyear	5,287.78	5,884.78
Later than oneyear but not later than fveyears	28,811.86	31,033.95

Operating leases as a Lessee

The company has taken certain premises on lease.The lease term has been estimated by the management.There are escalation clauses in the lease agreements.

Right-of-use assets

Right-of-use assets
Building	March 31, 2021	March 31, 2020
Opening Balance	54.98	-
Additions duringtheyear	-	80.79
Disposal duringtheyear	-	-
Depreciation charge for theyear	26.93	25.81
Closing Balance	28.05	54.98

Lease liabilities

The company has presented lease liabilities within Financial Liabilities.

Amounts recognised in profit and loss

Amounts recognised in proft and loss
Particulars	March 31, 2021	March 31, 2020
Interest expense on lease liabilities	4.37	6.02
expense relatingto short-term leases	22.08	21.82
expense relating to leases of low value assets, excluding short term leases of low value assets	-	-

As at 31st March 2021, there are no commitments for short term leases.

Amounts recognised in statement of cash flows

The total cash outflow for leases amount to 44.71 Lakhs (March 31, 2020: 42.12 Lakhs)

Maturity analysis

Maturity analysis
Particulars	March 31, 2021	March 31, 2020
Contractual undiscounted cash fows
Future minimum lease rentalspaymentspayable -
- Not later than oneyear	53.91	52.17
- Later than oneyear but Not later than fve Years	58.84	90.67
Total undiscounted lease liabilities	112.75	142.84

Particulars	March 31, 2021	March 31, 2020
Non-current	-	26.98
Current	31.35	30.31
Lease liabilities included in the statement of fnancialposition	31.35	57.29

The company does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored by management on a periodic basis.

Short term leases and Leases of low value assets

The company has elected not to recognise right of use assets and lease liabilities for short term leases of 22.08 lakhs (March 31, 2020: 21.82 Lakhs) that have a lease term of 12 months or less. The company recognises the lease payments associated with these leases as an expense on a straight line basis over the lease term.

~~90~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 46

FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAgEMENT

A. Accounting classification and fair values

The following table shows the carrying amounts of financial assets and financial liabilities, including their classification.

Particulars	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2020	March 31, 2020	March 31, 2020	March 31, 2020
	Carrying amount				Carrying amount
	FVTPL	FVOCI	Amortised Cost	Total	FVTPL	FVOCI	Amortised Cost	Total
Financial assets
Non-current investments
- Equityinstruments in others	500.46	1,158.91		1,659.37	504.71	667.75	-	1,172.47
- Government securities			0.21	0.21			0.21	0.21
Loans			181.02	181.02			170.22	170.22
Trade receivables			1,217.58	1,217.58			362.50	362.50
Cash and cash equivalents			553.31	553.31			250.15	250.15
Other bank balances			771.13	771.13			771.56	771.56
Short-term loans			1,716.45	1,716.45			2,987.30	2,987.30
Other fnancial assets			352.91	352.91			298.02	298.02
	500.46	1,158.91	4,792.62	6,451.99	504.71	667.75	4,839.96	6,012.42
Financial liabilities
Secured loan from banks			15,030.06	15,030.06			15,756.27	15,756.27
Secured loan from other fnancial institutions			4,911.28	4,911.28			4,513.38	4,513.38
Cumulative redeemable preference shares			1,158.31	1,158.31			975.69	975.69
Lease / Securitydeposits			4,179.48	4,179.48			3,995.84	3,995.84
Lease Liability			31.35	31.35			57.29	57.29
Inter-corporate deposits			939.00	939.00			1,798.79	1,798.79
Trade and otherpayables			1,706.73	1,706.73			1,836.07	1,836.07
Other fnancial liabilities			154.71	154.71			179.28	179.28
	-	-	28,110.91	28,110.91	-	-	29,112.62	29,112.62

(1) Investments in associates are carried at cost as per Ind AS 27 and the same is not included in the table above.

The following table shows the fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value. The Company’s secured loan from banks has been contracted at floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates fair value.

Particulars	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2020	March 31, 2020	March 31, 2020	March 31, 2020
	Fair value				Fair value
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Financial assets
Non-current investments
Equityinstruments in others	1,159.12		500.25	1,659.37	672.21		500.26	1,172.47
Government securities		0.21		0.21		0.21		0.21
	1,159.12	0.21	500.25	1,659.59	672.21	0.21	500.26	1,172.68
Financial liabilities
Cumulative redeemable preference shares		1,158.31		1,158.31		975.69		975.69
Lease / Securitydeposits		4,179.48		4,179.48		3,995.84		3,995.84
Lease Liability		31.35		31.35		57.29		57.29
	-	5,369.14	-	5,369.14	-	5,028.83	-	5,028.83

~~91~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

The following table shows the valuation techniques used in measuring Level 2 fair values for financial instruments measured at fair value in the statement of financial position as well as the significant unobservable inputs used.

Financial instruments measured at fair value

Financial instruments measured at fair value
Type	Valuation technique
government securities, Redeemable Preference Shares, Lease Security Deposits & Lease liabilities. (Amortised cost)	Discounted cash flow approach: The valuation model considers the present value of expected payment, discounted usinga risk adjusted discount rate.

(i) FINANCIAL RISK MANAgEMENT

The Company has exposure to the following risks arising from financial instruments:

A. Credit risk ;
B. Liquidity risk ; and
C. Market risk

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

A. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers, loans and advances to related parties and investments at amortised cost. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables, loans and advances and investments.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

The company operates primarily into three streams of business namely leasing business, manufacturing business of electrical Equipments and investment.

Summary of the Company’s exposure to credit risk by age of the outstanding from various customers is as follows:

	As at March 31, 2021	As at March 31, 2020
Neither past due nor impaired Past due but not impaired Past due 1–90 days Past due 91–180 days Past due 181–270 days Past due 271–365 days Past due more than 365 days	- 790.78 272.62 54.25 5.50 227.50	- 224.97 33.85 9.69 0.42 226.64
	1,350.64	495.56

~~92~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Expected credit loss assessment for customers as at March 31, 2021 and March 31, 2020

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 365 days are still collectible in full, based on historical payment behavior and extensive analysis of customer credit risk.

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks and financial institutions of 553.31 lakhs and 250.15 lakhs as at March 31, 2021 and March 31, 2020 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Loans and advances to related parties

The Company does not expect any losses from non-performance by these counter-parties as these are subsidiaries, associates and entities held under common control.

The movement in the allowance for impairment in respect of loans and advances during the year was as follows.

	Amount(in lakhs)	Amount(in lakhs)
Balance as at March 31, 2020 Impairment loss recognised Amounts written off Balance as at March 31, 2021		133.06 - - 133.06

FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAgEMENT

B. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation. The Company has obtained fund based working capital lines from banks. Furthermore, the Company has access to funds from redeemable preference shares issued to related parties. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.As of March 31, 2021, the Company had working capital of (3,772.94) lakhs including cash and cash equivalents of 553.31 lakhs and short term borrowings of 939.00 lakhs. As of March 31, 2020, the Company had working capital of (4,329.27) lakhs including cash and cash equivalents of 250.15 lakhs and short term borrowings of 1,798.79 lakhs.

Exposure to liquidity risk

The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non derivative financial liabilities

maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities
Contractual cash fows
As at March 31, 2021	Carrying amount	Total	1 year or less	1-2 years	2-5 years	More than 5years
Non-derivative fnancial liabilities
Secured loan from banks	15,030.06	21,062.09	2,483.04	2,526.91	8,130.95	7,921.20
Secured loan from other fnancial institutions	4,911.28	7,420.06	1,233.62	950.85	2,576.76	2,658.83
Cumulative redeemable preference shares	1,158.31	3,774.04	-	-	-	3,774.04
Lease / Securitydeposits	4,179.48	4,179.48	1,752.14	1,044.95	764.22	618.17
Lease Liability	31.35	31.35	30.12	1.23	-	-
Inter-corporate deposits	939.00	939.00	939.00	-	-	-
Trade and otherpayables	1,706.73	1,706.73	1,706.73	-	-	-
Other fnancial liabilities	154.71	154.71	154.71	-	-	-
	28,110.91	39,267.47	8,299.35	4,523.94	11,471.93	14,972.25

~~93~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows
As at March 31, 2020	Carrying amount	Total	1 year or less	1-2 years	2-5 years	More than 5years
Non-derivative fnancial liabilities
Secured loan from banks	15,756.27	22,894.05	2,527.15	2,548.70	8,106.90	9,711.30
Secured loan from other fnancial institutions	4,513.38	8,285.24	1,010.20	1,004.82	2,884.69	3,385.53
Cumulative redeemable preference shares	975.69	3,774.04	-	-	-	3,774.04
Lease / Securitydeposits	3,995.84	4,781.47	1.79	1,317.94	765.90	2,695.84
Lease Liability	57.29	63.37	30.31	31.83	1.24	-
Inter-corporate deposits	1,798.79	1,798.79	1,798.79	-	-	-
Trade and otherpayables	1,836.07	1,836.07	1,836.07	-	-	-
Other fnancial liabilities	179.28	179.28	179.28	-	-	-
	29,112.62	43,612.31	7,383.59	4,903.28	11,758.73	19,566.71

C. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company’s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.

Currency risk

The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.

Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar against the respective functional currencies of the company.

Exposure to currency risk

The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows:

Company is as follows:
USD	March 31, 2021	March 31, 2020
	Amounts in `(lakhs)\|Amounts in<br>` (lakhs)
Trade receivables	17.48	1.01
Advance to suppliers(Net ofpayables)	6.26	-
Tradepayables(Net of advances)	-	3.38
Net statement of fnancialposition exposure	23.75	(2.37)

Sensitivity analysis

A 10% strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss as shown in table below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

	Proft or loss	Proft or loss
Effect in`	Strengthening	Weakening
March 31, 2021
USD	2.37	(2.37)
March 31, 2020
USD	(0.24)	0.24

(Note: The impact is indicated on the profit / loss before tax basis)

~~94~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Financial instruments – Fair values and risk management (continued)

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to market risk for changes in interest rates primarily relates to borrowings from financial institutions.

Exposure to interest rate risk

The profile for variable interest-bearing financial instruments of the Company’s is as follows.

Variable-rate instruments	March 31, 2021	March 31, 2020
Financial assets	-	-
Financial liabilities	15,027.78	15,364.99
	(15,027.78)	(15,364.99)

Interest rate sensitivity - fixed rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss, therefore, a change in interest rates at the reporting date would not affect profit or loss for any of these fixed interest bearing financial instruments.

Interest rate sensitivity - variable rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / decreased profit or loss by amounts shown below. This analyses assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of the average debt outstanding during the year.

	Proft or loss	Proft or loss
	100 bps increase	100 bps decrease
As at March 31, 2021
Variable-rate instruments	(150.28)	150.28
Cash fow sensitivity (Net)	(150.28)	150.28
As at March 31, 2020
Variable-rate instruments	(153.65)	153.65
Cash fow sensitivity (Net)	(153.65)	153.65

(Note: The impact is indicated on the profit / loss before tax basis)

Note 47

CAPITAL MANAgEMENT

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. It sets the amount of capital required on the basis of annual business and longterm operating plans which include capital and other strategic investments.

The funding requirements are met through a mixture of equity, preference shares and other borrowings. The Group’s policy is to use short-term and long-term borrowings to meet anticipated funding requirements.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity.

The Company’s adjusted net debt to equity ratio at each balance sheet date was as follows:

||||
|---|---|---|
||As at
March 31, 2021|As at
March 31, 2020|
|Total liabilities|28,825.67|30,568.49|
|Less : Cash and cash equivalent|553.31|250.15|
|Adjusted Net debt|28,272.36|30,318.34|
|Adjusted equity|23,581.25|21,362.78|
|Adjusted Net debt to adjusted equityratio|1.20|1.42|

~~95~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 48

SEgMENT INFORMATION

In accordance with the Ind AS 108, ‘Operating Segments’, the Segment Information for the year ended March 31, 2021 is given as follows:

A brief description of the segments is as under:

Reportable Segments	Operations
Electrical Equipments	Manufacturing and sale of Lightning Arresters, Varistor, Secondary Surge Arresters, Discharge Counter, accessories and services in respect thereof.
Real Estate	Development and sale ofpropertyand lease of land &premises.
Investment activity	Comprises of longterm investments.
Others	Represents income frompowergeneration from Windmill.

	Electrical Equipments	Real Estate	Investment Activity	Others	Elimination	Total
SEgMENT REVENUE
External sales	359.97	5,894.23	-	61.12	-	6,315.32
	(426.33)	(10,477.25)	(-)	(77.59)	(-)	(10,981.17)
Inter - segment sales	-	-	-	-	-	-
	(-)	(-)	(-)	(-)	(-)	(-)
Revenue						6,315.32
						(10,981.17)
RESULT
Segment result	66.75	3,704.91	4.38	(3.32)	-	3,772.72
	(62.48)	(3,854.75)	(-10.36)	(42.49)	(-)	(3,949.36)
Unallocated corporate income (Net of unallocable expenses)						(820.13)
						(-583.44)
Operating Proft / (Loss) before fnance cost						2,952.59
						(3,365.92)
Finance cost						(2,457.82)
						(-2,665.73)
Proft / (Loss) before tax						494.76
						(700.19)
Income taxes / Deferred tax reversal						207.85
						(-225.65)

Net Proft / (Loss) after tax						702.61
						(474.54)
OTHER INFORMATION
Segment Assets	406.59	22,871.69	25,736.34	151.15	-	49,165.77
	(384.13)	(22,031.53)	(25,249.43)	(144.62)	(-)	(47,809.72)
Unallocated corporate assets						3,241.15
						(4,121.55)
Total Assets						52,406.92
						(51,931.27)

~~96~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	Electrical Equipments	Real Estate	Investment Activity	Others	Elimination	Total
Segment liabilities	43.03	26,033.13	-	31.26	-	26,107.42
	(55.91)	(26,717.75)	(-)	(21.03)	(-)	(26,794.69)
Unallocated corporate liabilities						2,718.26
						(3,773.81)
Total liabilities						28,825.67
						(30,568.49)
Capital expenditure	0.87	84.17	-	15.31	-	100.36
	(0.53)	(3,490.57)	(-)	(-)	(-)	(3,491.10)
Unallocated capital expenditure						53.34
						(88.16)
Total capital expenditure						153.69
						(3,579.26)
Depreciation	2.57	367.74	-	8.53	-	378.83
	(2.62)	(200.27)	(-)	(7.94)	(-)	(210.83)
Unallocated depreciation						35.62
						(35.38)
Total Depreciation						414.45
						(246.21)

Note: Figures in bracket relates to the previous year

All assets of the Company are domiciled in India and the the company does not earn 10% or more of revenue from any customer except from 2 customers in the current year.(1 customer in the previous year)

Note 49

RELATED PARTy RELATIONSHIPS, TRANSACTIONS AND BALANCES

The table provides the information about the company’s structure including the details of the subsidiaries and the holding company. The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year.

Holding company

IGE (India) Private Limited (from 12.03.2021)

Associate companies

Dabri Properties & Trading Company Limited

PNB MetLife India Insurance Company Limited

Entities with joint control of, or signifcant infuence over, the entity

IGE (India) Private Limited (till 11.03.2021)

International Conveyors Limited

RCA Limited

Fellow subsidiaries

Faridabad Capital Holdings Private Limited (from 12.03.2021)

Zenox Trading & Manufacturing Private Limited (from 12.03.2021)

Other related parties *

Faridabad Capital Holdings Private Limited (till 11.03.2021) Zenox Trading & Manufacturing Private Limited (till 11.03.2021) Eduspace Services LLP

Zenox Facility Services LLP

~~97~~

NOTES FORMINg PART OF FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Key Managerial Personnel:

Mr. Deepak Kumar Chairman & Managing Director Mr. Surbhit Dabriwala Non-Independent Director Mr. Narayan Atal Independent Director Mr. Naresh Agarwal Independent Director (w.e.f. 14.05.2019) Ms. Shweta Kaushik Independent Director (w.e.f 25.08.2018) Mr. Sunil Khandelwal Non- Independent Director Mr. Sambhaw Kumar Jain Chief Financial Officer Ms. Binal Khosla Company Secretary

Other related parties’ though not ‘Related Parties’ as per the definition under IND AS 24, ‘Related party disclosures’, have been included by way of a voluntary disclosure, following the best corporate governance practices.

Details of related party transactions during the year ended March 31, 2021 and balances outstanding as at March 31, 2021:

Particulars	Holding Company	Associates	Entities with joint control of, or signifcant infuence over, the entity	Fellow subsidiaries	Other related parties	Key management personnel of the entity	Total
Inter-Corporate Deposits
Taken (Net)	-	-	-	-	-	-	-
	(-)	(-)	(-)	(-)	(-)	(-)	(-)
Given (Net)	-	-	631.44	-	-	-	631.44
	(-)	(-)	(-)	(-)	(41.50)	(-)	(41.50)
Repaid for ICD taken/ Repayments against ICD given (Net)	631.44	24.45	814.75	-	41.50	-	1512.14
	(-)	(4.00)	(197.75)	(-)	(20.50)	(-)	(222.25)
Preference shares issued
Premium accrued on preference shares	-	-	177.33	-	-	-	177.33
	(-)	(-)	(234.99)	(-)	(-)	(-)	(234.99)
Dividend accrued on preference shares	-	-	5.28	-	-	-	5.28
	(-)	(-)	(7.63)	(-)	(-)	(-)	(7.63)
Redemption of preference shares	-	-	-	-	-	-	-
	(-)	(-)	(4030.65)	(-)	(-)	(-)	(4030.65)
Receiving of services	-	-	-	-	150.15	-	150.15
	(-)	(-)	(-)	(-)	(344.69)	(-)	(344.69)
Purchase of property, plant and equipment	-	-	-	-	27.83	-	27.83
	(-)	(-)	(-)	(-)	(-)	(-)	-
Rent, Leasing or hire purchase arrangements
expense	-	-	14.40	-	-	-	14.40
	(-)	(-)	(14.40)	(-)	(-)	(-)	(14.40)
income	-	-	-	-	1.43	-	1.43
	(-)	(-)	(-)	(-)	(1.43)	(-)	(1.43)
Interest*
expenses	-	1.39	-	-	-	-	1.39
	(-)	(2.79)	(32.29)	(-)	(-)	(-)	(35.08)
income	-	-	49.59	-	28.97	-	78.56
	(-)	(-)	(240.45)	(-)	(25.94)	(-)	(266.39)
Advance repaid	-	-	-	-	-	-	-
	(-)	(-)	(-)	(-)	(190.00)	(-)	(190.00)

~~98~~

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Particulars	Holding Company	Associates	Entities with joint control of, or signifcant infuence over, the entity	Fellow subsidiaries	Other related parties	Key management personnel of the entity	Total
Key management personnel	compensation
Short-term employee benefts	-	-	-	-	-	95.81	95.81
	(-)	(-)	(-)	(-)	(-)	(108.56)	(108.56)
Directors sitting fees	-	-	-	-	-	2.20	2.20
	(-)	(-)	(-)	(-)	(-)	(2.71)	(2.71)
Consultancy/profession fees	-	-	-	-	-	2.66	2.66
	(-)	(-)	(-)	(-)	(-)	(2.50)	(2.50)
Reimbursement of expenses (Net)	-	-	3.39	-	-	-	3.39
	(-)	(-)	(14.32)	(-)	(0.76)	(-)	(15.08)
Balances outstanding at the	end of the year
Receivables (Net)	-	-	29.54	270.42	-	-	299.96
	(-)	(-)	(1024.93)	(-)	(-)	(-)	(1024.93)
Payables (Net)	3.39	-	1994.31	32.87	5.26	12.62	2048.45
	(-)	(24.73)	(1811.69)	(-)	(114.77)	(11.37)	(1962.57)

Note: Figures in bracket relates to the previous year

All the transactions with related parties are at arm’s length and all the outstanding balances are unsecured.

Note 50

50
	March 31, 2021	March 31, 2020
i. Estimated amount of contracts remaining to be executed on capital account and notprovided for	-	-
ii. Contingent liabilities notprovided for:
a. Employee related matters	8.01	8.01
b. Bankguarantees(secured byhypothecation of current assets)	5.46	30.46
c. Corporateguarantee to Bank(secured bymortgage of land)	-	-

There are certain cases where litigation is under process and it is currently not possible to reasonably estimate the amount of contingent liabilities for such cases.

Note 51

TRADE PAyABLES

Trade Payables include payable to Small Scale Industrial Undertakings and Micro, Small and Medium enterprises.On the basis of the information and records available with the management, the following disclosures are made for the amounts due to the Micro, Small and Medium enterprises, which have registered with the competent authorities.

Particulars	As at March 31, 2021	As at March 31, 2020
Principal amount remainingunpaid to anysupplier as at theyear end	26.89	63.83
Interest due thereon*	-	-
Amount of interest paid by the Company in terms of Section 16 of the MSMEDA, alongwith the amount of the payment made to the supplier beyond the appointed dayduringthe accounting year	-	-
Amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without addingthe interest specifed under the MSMEDA	-	-
Amount of interest accrued and remaining unpaid at the end of the accounting year	-	-

~~99~~

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Dues to Micro, Small and Medium Enterprises have been determined on the basis of information collected by the Company.

Interest have not been accrued and provided on the outstanding amount as the payments to Micro, Small and Medium Enterprises have been made as per the terms of contract.

Note 52

CORPORATE SOCIAL RESPONSIBILITy

As mandated by section 135 of the Companies Act, 2013, the company has constituted as CSR Committee. The average net profit of last 3 years was 300.17 Lakhs resulting into amount to be spended for CSR was 6.00 Lakhs, Company have contributed requisite amount towards Corporate Social resposibility for the financial year 2020-21.

Note 53

There are no dues payable to the Investor Education and Protection Fund as at March 31, 2021 .

Note 54

The COVID 19 pandemic and consequent lockdown imposed in March 2020 impacted a whole range of economic activities adversely. The phase wise opening up initiated in the quarter ended June 30, 2020 led to a recovery in varied measures across different sectors of the economy, industries and businesses. While the situation looked quite upbeat in Jan-Feb 2021, due to the onset of the ‘second wave’, things have deteriorated quickly since then. An accelerated increase in the number of COVID 19 cases has necessitated imposition of restrictions which may once again inhibit economic activity and affect markets. The extent to which the second wave of COVID 19 pandemic will impact the Company’s results will depend on ongoing as well as future developments, which at this juncture are highly uncertain.While it is expected that economic activity will improve once restrictions are eased, the situation will have to be closely monitored till the pandemic is put to rest.

The Company has assessed the impact of the pandemic on its operations and its assets including the value of its investments and trade receivables as at March 31, 2021. The management does not, at this juncture, believe that the impact on the value of the Company’s assets is likely to be material. Since the situation is still uncertain, its effect on the operations of the Company may be, to some extent, different from that estimated as at the date of approval of these financial results. The Company continues to closely monitor material changes in markets and future economic conditions.

As per our Report of even date attached VSS & Associates Chartered Accountants ICAI Reg. No. : 105787W

Sanjay Jain Partner M.No. 046565 Place : Mumbai Date : 30th June, 2021

For & on behalf of the Board of Directors

~~100~~

INDEPENDENT AUDITOR’S REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ELPRO INTERNATIONAL LIMITED

Report on the Audit of the Consolidated Financial Statements Opinion

We have audited the accompanying Consolidated financial statements of M/s Elpro International Limited (“the Company”), which includes its associates (the Company and its associates, together referred to as “the Group”) which comprise the Consolidated Balance Sheet as at March 31, 2021, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the Consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated financial statements, give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view, in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2021, and total consolidated comprehensive income (comprising of the consolidated profit and consolidated other comprehensive income), consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Consolidated financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated financial statements of the current period. These matters were addressed in the context of our audit of the Consolidated financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We do not have any matters determined to be the key audit matters to be communicated in our report.

Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the Consolidated financial statements and our auditor’s report thereon.

Our opinion on the Consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Since we have not been provided with the other information, we will not be able to report on the same.

Responsibilities of management and those charged with governance for the Consolidated Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, total consolidated comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are

~~101~~

INDEPENDENT AUDITOR’S REPORT

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Group has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Consolidated financial statements, including the disclosures, and whether the Consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public

~~102~~

INDEPENDENT AUDITOR’S REPORT

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Further, we have not audited the financials of the Associates (Dabri Properties & Trading Company Limited and PNB Metlife India Insurance Company Limited*) included in the Consolidated financial Statements. We have relied on the work of their Statutory auditors.

*PNB Metlife Insurance Company Limited has been treated as an associate even though the Group holds less than 20% of the voting power as it has influence over the entity due to board representation.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept so far as it appears from our examination of those books.
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Consolidated Other Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
d. In our opinion, the aforesaid Consolidated financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on March 31, 2021 of the Company, and based on the Statutory audit reports of its subsidiary & associates, taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, in our opinion and to the best of our information and according to the explanations given to us, the Company and its subsidiary & associate companies, based on their statutory auditor’s report, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Group has disclosed the impact of pending litigations on its financial position in its Consolidated financial statements.
ii. The Group has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, if required to be transferred, to the Investor Education and Protection Fund by the Group.

For and on behalf of VSS & Associates Chartered Accountants ICAI Reg No : 105787W

Dated : 30[th] June, 2021 Place: Mumbai

Sanjay Jain Partner M. No. : 046565 UDIN: 21046565AAAAEZ9778

~~103~~

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Assets	Notes	As at March 31, 2021	As at March 31, 2020
Non-Current assets a) Property, plant & equipment b) Investment property c) Investment property under construction d) Intangible assets e) Right-of-use assets f) Equity accounted investees g) Financial assets (i) Investments (ii) Loans (iii) Others h) Deferred tax assets i) Other tax assets (Net) j) Other non-current assets Total non-current assets Current assets a) Inventories b) Financial assets (i) Trade receivables (ii) Cash & cash equivalents (iii) Loans (iv) Others c) Other current assets Total current assets Total assets Equity & Liabilities Equity a) Equity share capital b) Other equity Equity attributable to owners of the Company a) Non-controlling interests Total equity Liabilities Non-Current liabilities a) Financial liabilities (i) Borrowings (ii) Other fnancial liabilities b) Other non-current liabilities c) Provisions Total non-current liabilities Current liabilities a) Financial liabilities (i) Borrowings (ii) Trade payables - Dues to Micro small and medium enterprises - Dues to Others (iii) Others b) Current tax liabilities c) Other current liabilities Total current liabilities Total equity & liabilities Summary of Signifcant Accounting Policies	3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 & 52 28 29 30 31 2	122.54 15,406.19 4,017.50 45.31 28.05 17,613.64 1,659.59 181.02 771.13 519.58 864.95 651.97 41,881.48 66.32 1,217.58 553.31 1,716.45 352.91 149.13 4,055.70 45,937.18 1,694.79 15,416.71 17,111.50 - 17,111.50 19,074.35 1,538.68 356.09 27.91 20,997.03 939.00 26.89 1,679.84 4,852.16 61.67 269.09 7,828.64 45,937.18	118.66 15,657.40 4,001.59 48.62 54.98 16,224.40 1,172.68 170.22 771.56 458.32 617.61 640.89
			39,936.93 81.90 362.50 250.15 2,987.30 298.02 143.78
			4,123.65
			44,060.58
			1,694.79 11,797.30
			13,492.09 -
			13,492.09 19,718.90 1,835.39 530.62 30.66
			22,115.57 1,798.79 63.83 1,772.24 3,923.47 185.00 709.60
			8,452.92
			44,060.58

The accompanying notes are an integral part of the financial statements

As per our Report of even date attached For & on behalf of the Board of Directors VSS & Associates Chartered Accountants ICAI Reg. No. : 105787W Sanjay Jain Deepak Kumar Narayan T Atal Binal Khosla Sambhaw Kumar Jain Partner Chairman & Managing Director Director Company Secretary Chief Financial Officer M.No. 046565 (DIN: 07512769) (DIN: 00237626) (M.No.A29802) (PAN: AJGPP2859K) Place : Mumbai Date : 30th June, 2021

~~104~~

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)
		Notes	year ended March 31, 2021		year ended March 31, 2020
I. II. III. IV. V. VI. VII. VIII. IX.	Income Revenue from operations Other income Total income Expenses Cost of materials consumed Changes in inventories of fnished goods & work in progress Project cost Real estate service expenses Employee benefts expense Finance costs Depreciation & amortization expense Other expenses Total expenses Proft /(Loss) for the period (before share of Net profts of investments accounted for using equity method and tax) Share of proft of equity accounted investees (Net of income tax) Proft /(Loss) for the period before tax Tax expense Current tax Deferred tax Previous Year Tax Total tax expense Proft/(loss) for the period Other comprehensive income/(expense) Items that will not be reclassifed to proft or loss Unrealized gains/(losses) on investments in equities Remeasurements gains / (losses) on defned beneft plan Equity investments through other comprehensive income - Net change in fair value Income tax (expenses)/income relating to items that will not be reclassifed to proft or loss Total other comprehensive income for the year Total comprehensive income for the year Earnings per equity share of`1/- each fully paid up<br>Basic (`) Diluted (`) Summary of Signifcant Accounting Policies	32 33 34 35 36 37 38 39 3, 4 ,6 & 7 40 50 41 2		6,315.32 330.33 6,645.65 192.27 7.15 - 1,589.65 772.15 2,457.82 414.45 717.40 6,150.89 494.76 1,259.79 1,754.55 - (42.41) (177.15) (219.56) 1,974.11 1,065.20 (1.41) 129.45 (123.56) 1,069.68 3,043.79 1.16 1.16		10,981.17 408.14
						11,389.31 237.43 3.71 5,263.61 - 454.44 2,665.73 246.21 1,882.17
						10,753.31
						636.00 1,005.77 1,641.77 185.00 455.85 (396.26) 244.59
						1,397.18 172.48 (3.25) (90.37) (18.27) 60.59
						1,457.77
						0.82 0.82

The accompanying notes are an integral part of the financial statements

~~105~~

CONSOLIDATED CASH FLOW STATEMENT FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	For the year ended March 31, 2021	For the year ended March 31, 2020
Cash fow from operating activities Proft / (Loss) before tax Adjustments for : Depreciation and amortisation Finance costs (excluding unwinding of interest) Interest income Interest income on income tax refund Share of proft of an associate Other non cash expenditure Bad and doubtful debts (Net of provision) Dividend income Sundry balances no longer required written back (Proft)/loss on sale/fair valuation of investments (Net) Employee stock option-discount forming part of employee benefts expense Interest expense-Lease Liability Unwinding of interest (Net) Operating proft before working capital changes Adjustments for : Decrease in inventories (Increase) / decrease in trade & other receivables Increase / (decrease) in trade & other payables Direct taxes (paid) / refund Net cash fows from operating activities Cash fow from / (used in) investing activities (Purchase)/sale of fxed assets [Net] (Purchase)/sale of non-current investments & current investments (Net) Loans and deposits placed with the companies Redemption of Preference Shares Dividend received Interest received Interest on income tax refund received Net cash fow from / (used in) investing activities Cash fow from / (used in) fnancing activities Proceeds from /(Repayments) of borrowings (Net) Interest paid on loans Margin money kept on account of borrowings Principal element of lease payments Interest element of lease payments Net cash fow from / (used in) fnancing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of theyear	1,754.55 414.45 2,258.59 (324.50) - (1,259.79) - - (2.11) - (2.27) 575.63 4.37 (7.34) 3,411.57 15.58 (1,234.10) (621.15) 1,571.90 - 1,571.90 (152.80) 580.56 1,270.85 - 2.11 324.50 - 2,025.23 (1,188.11) (2,075.97) 0.43 (25.94) (4.37) (3,293.97) 303.17 250.15 553.31	1,641.77 246.21 2,512.19 (374.54) (0.35) (1,005.77) 64.19 0.04 (2.86) (25.09) (0.05) 80.12 6.02 (17.14)
		3,124.74 4,355.35 204.25 (5,184.84)
		2,499.51 - 2,499.51 (2,598.48) (507.79) (1,437.00) (4,030.65) 2.86 374.54 0.35
		(8,196.16) 8,340.77 (2,269.57) (310.91) (21.70) (6.02)
		5,732.57
		35.91 214.24 250.15

~~106~~

CONSOLIDATED CASH FLOW STATEMENT FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Notes to the Cash Flow statement

The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard (Ind AS) 7 - “Cash Flow Statements”.
Cash comprises cash in hand, current accounts and deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

Reconciliation of Cash and Cash equivalents with the Balance Sheet Cash and Cash Equivalents	For the year ended March 31, 2021	For the year ended March 31, 2021	For the year ended March 31, 2020	For the year ended March 31, 2020
Cash in hand Balance with scheduled banks: - In Current accounts		0.09 553.22 553.31		1.31 248.84 250.15

As per our Report of even date attached VSS & Associates Chartered Accountants ICAI Reg. No. : 105787W Sanjay Jain Partner M.No. 046565 Place : Mumbai Date : 30th June, 2021

For & on behalf of the Board of Directors

~~107~~

CONSOLIDATED STATEMENT OF CHANGES IN EQUITy FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note (a) : PAID-UP EQUITy SHARE CAPITAL

Note (a) : PAID-UP EQUITy SHARE CAPITAL
		Amount
Balance as at March 31, 2019 Changes in equity during the year Balance as at March 31, 2020 Changes in equity during the year Balance as at March 31, 2021		1,694.79 - 1,694.79 - 1,694.79

Note (b) : OTHER EQUITy

Note (b) : OTHER EQUITy
Particulars	Reserves & Surplus					Other Comprehensive Income			Total
	Capital reserve	Securities premium	Employee share options Reserve	Amalgamation Reserve	Retained earnings	Equity instruments sthrough other comprehensive income	Share of other comprehensive income of associates accounted for using the equity method	Remeasurements of defned beneft plans
Balance as at March 31, 2019	27.50	21,022.50	-	177.96	(9,245.47)	-	293.92	(3.01)	12,273.41
Proft for the year	-	-	-	-	1,397.18	-	-	-	1,397.18
Other comprehensive income for the year	-	-	-	-	-	152.39	(90.37)	(1.43)	60.59
Total comprehensive income for the year	-	-	-	-	1,397.18	152.39	(90.37)	(1.43)	1,457.77
Deferred employee compensation expense	-	-	80.12	-	-	-	-	-	80.12
Redemption of Preference Shares during the year	-	(2,014.00)	-	-	-	-	-	-	(2,014.00)
Balance as at March 31, 2020	27.50	19,008.50	80.12	177.96	(7,848.29)	152.39	203.55	(4.44)	11,797.30
Proft for the year	-	-	-	-	1,974.11	-	-	-	1,974.11
Realized gains/(losses) on investments in equities	-	-	-	-	411.07	(411.07)	-	-	-
Other comprehensive income for the year	-	-		-	-	941.76	129.45	(1.53)	1,069.68
Total comprehensive income for the year	-	-	-	-	2,385.17	530.70	129.45	(1.53)	3,043.79
Deferred employee compensation expense	-	-	575.63	-	-	-	-		575.63
Redemption of Preference Shares during the year	-	-	-	-	-	-	-	-	-
Balance as at March 31, 2021	27.50	19,008.50	655.74	177.96	(5,463.11)	683.09	333.00	(5.97)	15,416.71

As per our Report of even date attached VSS & Associates Chartered Accountants ICAI Reg. No. : 105787W Sanjay Jain Partner M.No. 046565 Place : Mumbai Date : 30th June, 2021

For & on behalf of the Board of Directors

Binal Khosla

Deepak Kumar Narayan T Atal Binal Khosla Chairman & Managing Director Director Company Secretary (DIN: 07512769) (DIN: 00237626) (M.No.A29802)

Sambhaw Kumar Jain Chief Financial Officer (PAN: AJGPP2859K)

~~108~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Background

Elpro International Limited is engaged in the business of manufacturing of Other Electrical Equipment’s like Lighting Arresters, Varistors, Surge Arrestor & also engaged in Real Estate and development Services. The Company has manufacturing plant located at Chinchwad, Pune, Maharashtra.

1. Basis of preparation

A. Statement of compliance

These consolidated financial statements have been prepared in compliance with Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) notified under Section 133 of the Companies Act, 2013 (the Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, Companies (Indian Accounting Standards) Amendment Rules, 2016 and other relevant provisions of the Act.

The consolidated financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.

The consolidated financial statements of the Group for the year ended March 31, 2021 were approved for issue in accordance with the resolution of the Board of Directors on 30 June, 2021.

B. Recent accounting pronouncements

The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.

C. Functional and presentation currency

These consolidated financial statements are presented in Indian Rupees (`), which is also the Company’s functional currency. All amounts have been rounded-off to the nearest lakhs, unless otherwise indicated.

D. Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following items:

Items	Measurement basis
Certain fnancial assets and liabilities	Fair value
Net defned beneft(asset)/ liability	Fair value ofplan assets lesspresent value of defned beneft obligations

E. Use of estimates and judgments

In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

Estimates are recognised prospectively.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending March 31, 2021 is included in the following notes:

Note 3 to 6 – Estimates of useful lives and residual value of Property, Plant and Equipment, Investment property and Intangible assets
Note 42 – Recognition of deferred tax assets: Availability of future taxable profit against which tax losses carried forward can be used;
Note 43 – Measurement of defined benefit obligations: Key actuarial assumptions;
Note 46 – Impairment of financial assets;
Note 46 – Financial instruments;
Note 51 – Recognition and measurement of provisions and contingencies: Key assumptions about the likelihood and magnitude of an outflow of resources;

~~109~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

F. Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments.

Significant valuation issues are reported to the Group’s audit committee.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred

Further information about the assumptions made in measuring fair values is included in Note 46 – Financial instruments – Fair values and risk management

2. Significant accounting polices

a. Basis of consolidation

i. Business combinations

Business combinations (other than common control business combinations) on or after April 1, 2016.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships with the acquiree. Such amounts are generally recognised in profit or loss.

~~110~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

to be included in consideration transferred is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’ s awards and the extent to which the replacement awards relate to pre-combination service

Business combinations prior to April 1, 2016

ii. Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

iii. Non-controlling interests (NCI)

NCI are measured at their proportionate share of the acquiree’ s net identifiable assets at the date of acquisition.

Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

iv. Equity accounted investees

The Group’s interests in equity accounted investees comprise interests in associates.

An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

Interests in associates are accounted for using the equity method. They are initially recognised at cost which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of profit or loss and OCI of equity accounted investees until the date on which significant influence ceases.

v. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

b. Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined.

Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences are recognised in profit or loss.

c. Cash and cash equivalents

~~111~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

d. Financial instruments

i. Recognition and initial measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

ii. Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at

Amortised cost;
FVOCI (fair value through other comprehensive income) – Debt investment;
FVOCI (fair value through other comprehensive income) – Equity investment; or
FVTPL (fair value through profit and loss)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
The contractual terms of thecom financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI (designated as FVOCI – equity investment). This election is made on an investment by investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets: Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

the stated policies and objectives for the portfolio and the operation of those policies in practice.
these include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;
how the performance of the portfolio is evaluated and reported to the Group’s management;
the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

~~112~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Financial assets: Assessment whether contractual cash flows are solely payments of principal and

Interest

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

contingent events that would change the amount or timing of cash flows;
terms that may adjust the contractual coupon rate, including variable interest rate features;
prepayment and extension features; and
terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).

Financial assets: Subsequent measurement and gains and losses

Financial assets at FVTPL	These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in proft or loss.
Financial assets at amortised cost	These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in proft or loss. Any gain or loss on derecognition is recognised inproft or loss.
Equity investments at FVOCI	These assets are subsequently measured at fair value. Dividends are recognised as income in proft or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are not reclassifed toproft or loss.

Financial liabilities: Classification, subsequent measurement and gains and losses

iii. Derecognition

Financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

~~113~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Group also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit or loss.

iv. Impairment of financial instruments

In accordance with Ind-AS 109, the Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, and bank balance
b) Lease receivables
c) Trade receivables
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on:
Trade receivables which do not contain a significant financing component.
All lease receivables resulting from transactions.

The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12-month ECL.

a. Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

e. Property, plant and equipment

i. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses, if any.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

~~114~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

iii. Depreciation

Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready for use (disposed of).

iv. Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is reclassified as investment property at its carrying amount on the date of reclassification.

f. Other intangible assets

Service concession arrangements

i) Windmill

The Group recognises an intangible asset arising from a service concession arrangement to the extent it has a right to charge the regulator for sale of electricity at agreed prices. Subsequent to initial recognition the intangible asset is measured at cost, less any accumulated amortisation and accumulated impairment losses.

ii) Others

iii) Subsequent expenditure

iv) Amortisation

g. Investment property

Any gain or loss on disposal of an investment property is recognised in profit or loss.

Investment property under construction

h. Inventories

~~115~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

Inventories - Project in progress

i. Impairment of non-financial assets

The Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets that do not generate independent cash inflows are grouped together into cashgenerating units (CGUs). Each CGU represents the smallest Group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs.

In respect of assets for which impairment loss has been recognised in prior periods, the Group reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

j. Employee benefits

i) Short-term employee benefits:

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid e.g., under short-term cash bonus, if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated reliably.

ii) Gratuity:

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The

Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan (‘the asset ceiling’). In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

~~116~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

iii) Provident fund:

Provident fund contributions are made to a trust administered by the Group and are charged to the Statement of Profit and Loss. The Group has an obligation to make good the shortfall if any, between return of investment by the trust and government administered interest rate. It is to be construed as a defined benefit plan. However, in the absence of guidance note from the Actuarial Society of India, the Group’s actuary has expressed his inability to reliably measure the provident fund liability. Accordingly, the Company has accounted for the same as a defined contribution plan.

iv) Share based payments:

k. Provision, Contingent Liabilities and Contingent Assets

A provision is recognized if as a result of a past event, the Group has a present obligation (legal or constructive) that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognized at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. If the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.

l. Onerous contracts

A contract is considered to be onerous when the expected economic benefits to be derived by the

Group from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

Before such a provision is made, the Group recognises any impairment loss on the assets associated with that contract.

m. Revenue

i) Revenue from sale of goods is recognised upon transfer of control of promised products to customer in an amount that reflects the consideration which the Company expects to receive in exchange for those products.
ii) Rental income is recognised on straight line basis.
iii) Revenue from wind mill power project is recognised on the basis of actual power sold as per the terms of the power purchase agreements entered into with the respective parties.
iv) Revenue from real estate projects:

v) Recognition of Dividend income
Dividend is recognized as revenue when the right to receive payment has been established.
vi) Recognition of interest expense or income
For all interest bearing financial assets measured at amortized cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset.

~~117~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

n. Leases

o. Income tax

i. Current tax

ii. Deferred tax

Deferred tax is not recognised for:

temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;
temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, the Group recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised. Deferred tax assets – unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

~~118~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

p. Borrowing cost

q. Basis for segmentation

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). Chief operating decision maker’s function is to allocate the resources of the Group and access the performance of the operating segment of the Group.

r. Earnings per share (EPS)

s. Exceptional items:

On Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the group is such that its disclosure improves the understanding of the performance of the company. Such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.

t. Current vs Non-current classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified twelve months as its operating cycle.

~~119~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 3

PROPERTy, PLANT & EQUIPMENT

3 PROPERTy, PLANT & EQUIPMENT
Particulars	Plant and Machinery (Including offce equipments)	Furniture and Fixtures	Vehicles	Windmill	Total
Cost or deemed cost (gross carrying amount) Balance at March 31, 2020 Additions Disposals Adjustments/ deductions during the year Balance at March 31, 2021 Balance at March 31, 2019 Additions Disposals Adjustments/ deductions during the year Balance at March 31, 2020 Accumulated depreciation and impairment losses Balance at March 31, 2020 Depreciation for the year Adjustments/ deductions during the year Balance at March 31, 2021 Balance at March 31, 2019 Depreciation for the year Adjustments/ deductions during the year Balance at March 31, 2020 Carrying amounts (Net) At March 31, 2021 At March 31, 2020 At March 31, 2019	52.03 2.50 - - 54.53 55.51 5.03 - 8.51 52.03 21.22 4.78 - 26.00 24.61 5.11 8.51 21.22 28.53 30.81 30.90	18.33 - - - 18.33 21.40 2.87 - 5.94 18.33 10.03 0.89 - 10.92 15.06 0.91 5.94 10.03 7.41 8.30 6.35	77.98 - - - 77.98 77.98 - - - 77.98 63.67 2.42 - 66.09 60.72 2.94 - 63.67 11.90 14.32 17.26	86.23 15.31 - - 101.54 86.23 - - - 86.23 21.00 5.84 - 26.83 15.75 5.25 - 21.00 74.70 65.23 70.48	234.57 17.81 - - 252.38 241.12 7.90 - 14.45 234.57 115.91 13.93 - 129.84 116.14 14.22 14.45 115.91 122.54 118.66 124.98

Note 4

INVESTMENT PROPERTy

Particulars	Land	Buildings	Furniture and Fixtures	Plant and Machinery (Including offce equipment’s)	Total
Cost or deemed cost(gross carrying amount)
Balance at March 31, 2020	165.67	14,478.82	317.01	1,118.64	16,080.14
Additions	51.71	-	1.69	65.67	119.08
Disposals	-	-	-	-	-
Balance at March 31, 2021	217.38	14,478.82	318.71	1,184.31	16,199.22
Balance at March 31, 2019	165.67	2,670.07	213.71	100.96	3,150.41
Additions	-	11,808.75	103.30	1,017.68	12,929.73
Disposals	-	-	-	-
Balance at March 31, 2020	165.67	14,478.82	317.01	1,118.64	16,080.14

~~120~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)	(All amounts are in lakhs, except share data and as stated)
Particulars	Land	Buildings	Furniture and Fixtures	Plant and Machinery (Including offce equipment’s)	Total
Accumulated depreciation and impairment losses
Balance at March 31, 2020	-	244.05	91.46	87.23	422.74
Depreciation for theyear	-	232.58	28.41	109.30	370.29
Impairment loss	-	-	-	-	-
Disposals	-	-	-	-	-
Balance at March 31, 2021	-	476.63	119.87	196.53	793.03
Balance at March 31, 2019	-	129.25	68.59	22.05	219.90
Depreciation for theyear	-	114.80	22.87	65.17	202.84
Impairment loss	-	-	-	-	-
Disposals	-	-	-	-	-
Balance at March 31, 2020	-	244.05	91.46	87.23	422.74
Carrying amounts(Net)	-
At March 31, 2021	217.38	14,002.19	198.83	987.78	15,406.19
At March 31, 2020	165.67	14,234.77	225.55	1,031.41	15,657.40
At March 31, 2019	165.67	2,540.82	145.12	78.90	2,930.52

Information regarding Income and Expenditure of Investment Property

Particulars	March 31, 2021	March 31, 2020
Rental Income derived from Investment Properties	5,894.23	4,434.80
Direct operating expenses (including repairs and maintenance)generating rental income	(1,868.06)	(1,201.90)
Finance Cost	(2,142.24)	(1,888.63)
Proft arising from investment properties before depreciation and indirect expenses	1,883.93	1,344.28
Less - Depreciation	(370.29)	(202.84)
Proft arising from Investment Properties before indirect expenses	1,513.63	1,141.44

Leasing arrangements

The Company has leased properties under certain non-cancellable operating leases in the capacity of a lessor. Refer Note No. 45 for future minimum lease payments in respect of these properties.

Note 5

INVESTMENT PROPERTy UNDER CONSTRUCTION RECONCILIATION OF CARRyING AMOUNT

5 INVESTMENT PROPERTy UNDER CONSTRUCTION RECONCILIATION OF CARRyING AMOUNT
Particulars	Investment property under construction
Balance at March 31, 2020	4,001.59
Additions	68.51
Deletions	-
Transfer to Investmentproperty	51.71
Transfer to Inventory	0.90
Balance at March 31, 2021	4,017.50

~~121~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Particulars	Investment property under construction
Balance at March 31, 2019	14,421.53
Additions	3,382.57
Deletions	-
Transfer to Investmentproperty	12,821.72
Transfer to Inventory	980.78
Balance at March 31, 2020	4,001.59
Carrying amounts(Net)
At March 31, 2021	4,017.50
At March 31, 2020	4,001.59
At March 31, 2019	14,421.53

Note 6

INTANGIBLE ASSETS

6 INTANGIBLE ASSETS
Description	Specialised Software	Windmill *	Total
Cost or deemed cost(gross carrying amount)
Balance at March 31, 2020	147.34	50.64	197.98
Additions	-	-	-
Balance at March 31, 2021	147.34	50.64	197.98
Balance at March 31, 2019	147.34	50.64	197.98
Additions	-	-	-
Balance at March 31, 2020	147.34	50.64	197.98
Accumulated amortization and impairment losses
Balance at March 31, 2020	138.60	10.76	149.36
Amortization for theyear	0.61	2.69	3.31
Balance at March 31, 2021	139.22	13.45	152.67
Balance at March 31, 2019	137.96	8.07	146.03
Amortization for theyear	0.65	2.69	3.34
Balance at March 31, 2020	138.60	10.76	149.36
Carrying amounts(Net)
At March 31, 2021	8.12	37.19	45.31
At March 31, 2020	8.74	39.88	48.62
At March 31, 2019	9.38	42.57	51.95

*Service concession arrangement

~~122~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 7

RIGHT-OF-USE ASSETS

7 RIGHT-OF-USE ASSETS
Description	Right-of-use Building
COST
Balance at March 31, 2020	80.79
Additions	-
Disposals	-
Balance at March 31, 2021	80.79
Balance at March 31, 2019	-
Additions	80.79
Disposals	-
Balance at March 31, 2020	80.79
ACCUMULATED DEPRECIATION
Balance at March 31, 2020	25.81
Amortization for theyear	26.93
Balance at March 31, 2021	52.74
Balance at March 31, 2019	-
Amortization for theyear	25.81
Balance at March 31, 2020	25.81
CArryING AmOuNTS(NET)
At March 31, 2021	28.05
At March 31, 2020	54.98
At March 31, 2019	-

Note 8

EQUITy ACCOUNTED INVESTEES

			As at March 31, 2021	As at March 31, 2020
a)	Investments in Equity Instruments(fully paid up)
	(i)	Unquoted
		of Associate
		- PNB MetLife India Insurance Company Limited - 229,789,903 (March 31, 2020 :229,789,903)fully paid equityshares of`10 each	17,305.91	15,999.08
		- Dabri Properties & Trading Company Limited - 226,977 (March 31, 2020 :226,977)fully paid equityshares of`10 each	307.73	225.33
			17,613.64	16,224.40
	Aggregate amount of Unquoted Securities		17,613.64	16,224.40

PNB MetLife India Insurance Company Limited

PNB Metlife India Insurance Company Limited has been treated as an associate even though the Group holds less than 20% of the voting power as it has significant influence over PNB Metlife India Insurance Company Limited due to board representation.Investments in associates have to be accounted as per Equity method and using same accounting policies as that of the parent company. However, due to non-availability of Ind AS financial statements of PNB Met life, the Indian GAAP profits of PNB MetLife are used for applying equity method of accounting.

~~123~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 9

OTHER NON CURRENT INVESTMENTS

		As at March 31, 2021	As at March 31, 2020
a) (i) I II	Investments measured at Fair value through Proft and loss account Investments in Equity Instruments (fully paid up) of other entities Unquoted - Smaash Entertainment Private Limited -13,18,565 (March 31, 2020 : 13,18,565) fully paid equity shares of`10/- each<br>- The Saraswat Co-op Bank Limited - 2,500<br>(March 31, 2020 : 2,500) fully paid equity shares of`10/- each - Atlas Copco (India) Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`10/- each<br>- Epiroc Mining India Limited - 50<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each Quoted - 63 Moons Technologies Limited - NIL (March 31, 2020 : 440) fully paid equity shares of`2/- each<br>- ABB India Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`2/- each - ABB Power Products & Systems India Limited - NIL (March 31, 2020 : 10) fully paid equity shares of`2/- each<br>- Accurate Transformers Limited - 50<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - Adani Power Limited - NIL (March 31, 2020 : 200) fully paid equity shares of`10/- each<br>- Aditya Birla Fashion & Retail Limited - NIL<br>(March 31, 2020 : 10) fully paid equity share`10/- each - Ansal Properties and Infrastructure Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`5/- each<br>- BGR Energy Systems Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - Bil Energy Systems Limited - NIL (March 31, 2020 : 1,000) full paid equity Share of`1/- each<br>- Bil Power Limited - 100<br>(March 31, 2020 : 100) fully paid equity shares of`10/- each - Brigade Enterprises Limited - NIL (March 31, 2020 : 75) fully paid equity shares of`10/- each<br>- CG Power and Industrial Solutions limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`2/- each - Crompton Greaves Consumer Electricals Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`2/- each<br>- DLF limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`2/- each - Eclerx Services limited - NIL (March 31, 2020 : 100) fully paid equity shares of`10/- each<br>- Elgi Equipments Limited - 100<br>(March 31, 2020 : 100) fully paid equity shares of`1/- each - Emco Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`2/- each<br>- Future Enterprises Limited - NIL<br>(March 31, 2020 : 50) fully paid equity share of`2/- each - Future Lifestyle Fashions Limited - NIL (March 31, 2020 : 16) fully paid equity share of`2/- each<br>- Future Market Networks Limited - NIL<br>(March 31, 2020 : 2) fully paid equity share of`10/- each - Future Retail Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`2/- each<br>- GE T&D India Limited - NIL<br>(March 31,2020 : 100)Fully paid equityshares of`2/- each	500.00 0.25 - 0.01 - - - 0.01 - - - - - 0.01 - - - - - 0.19 - - - - - -	500.00 0.25 0.01 0.01 0.21 0.47 0.07 0.01 0.06 0.02 0.00 0.01 0.00 0.01 0.10 0.00 0.10 0.07 0.37 0.11 0.00 0.00 0.02 0.00 0.04 0.07

~~124~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	As at March 31, 2021	As at March 31, 2020
- Hubtown Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`10/- each<br>- IMP Powers Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - Indo Tech Transformers Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`10/- each<br>- Ingersoll-Rand (India) Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - Kaya Limited - NIL (March 31, 2020 : 4) fully paid equity share of`10/- each<br>- Lancor Holdings Limited - NIL<br>(March 31, 2020 : 100) fully paid equity shares of`2/- each - Marico Limited - NIL (March 31, 2020 : 400) fully paid equity shares of`1/- each<br>- Mazda Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each - Omaxe Limited - NIL (March 31, 2020 : 62) fully paid equity shares of`10/- each<br>- Praxis Home Retail Limited - NIL<br>(March 31, 2020 : 2) fully paid equity shares of`5/- each - Puravankara Limited - NIL (March 31, 2020 : 50) fully paid equity shares of`5/- each<br>- Schneider Electric Infrastructure Limited - NIL<br>(March 31, 2020 : 100) fully paid equity shares of`2/- each - Shree Renuka Sugars Limited - NIL (March 31, 2020 : 400) fully paid equity shares of`1/- each<br>- Sunteck Realty Limited - NIL<br>(March 31, 2020 : 100) fully paid equity shares of`1/- each - Torrent Power Limited - NIL (March 31, 2020 : 100) fully paid equity shares of`10/- each<br>- Voltamp Transformers Limited - NIL<br>(March 31, 2020 : 50) fully paid equity shares of`10/- each b) Investments measured at Fair value through Other Comprehensive Income Quoted - HDFC Asset Management Company Limited - 7,500 (March 31, 2020 : 7,500) Fully paid equity shares of`5/- each <br>- HDFC Life Insurance Company Limited - 12,000<br>(March 31, 2020 : 12,000) Fully paid equity shares of`10/- each - Indiamart Intermesh Limited -9,500 (March 31, 2020 : 17,600) fully paid equity shares of`10/- each <br>- SBI Cards & Payment Services Limited - 6,000<br>(March 31, 2020 : 10,925) fully paid equity shares of`10/- each - SBI Life Insurance Company Limited - 7,500 (March 31, 2020 : 7,500) fully paid equity shares of`10/- each b) Investments measured at amortised cost* Investments in Government Securities - 6/7 year National Savings Certifcate - Kisan Vikas Patra Total Aggregate amount of Unquoted Securities Aggregate amount of Quoted Securities Market value of Quoted Securities	- - - - - - - - - - - - - - - - 219.03 83.49 734.59 55.76 66.04 0.10 0.11	0.00 0.01 0.04 0.31 0.00 0.00 1.10 0.12 0.09 0.00 0.02 0.07 0.02 0.21 0.28 0.44 158.41 52.99 340.72 67.56 48.07 0.10 0.11
	1,659.59	1,172.68
	500.47 1,159.12 1,159.12	500.47 672.21 672.21

Securities are pledged with Aditya Birla Finance Limited against term loan availed.

** Securities are pledged with Bajaj Finance Limited for loan against shares.

~~125~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note	10
	LOANS	As at	As at
	(unsecured, considered good)	march 31, 2021 march 31, 2020
	Security deposits	181.02	170.22
		181.02	170.22
Note	11
	OTHER NON CURRENT FINANCIAL ASSETS
	Bank deposits with more than 12 months maturity*	771.13	771.56
		771.13	771.56

includes margin deposit for bank guarantee/letter of credit of 87.15 lakhs (March 31, 2020: 77.28 lakhs).
includes margin deposit of 683.98 lakhs (March 31, 2020: 694.28 lakhs) towards terms loan (lease rental discounting) from Indusind Bank Limited & Kotak Mahindra Bank Limited.

Note 12 DEFERRED TAX ASSETS Deferred tax assets (Net) (Refer Note. No. 42) MAT credit entitlement Note 13 OThEr TAx ASSETS (NET) Advance payment of taxes (Net of Provision) Note 14 OTHER NON-CURRENT ASSETS Rent equalisation reserve Prepaid expenses Balances with government authorities Note 15 INVENTORIES (at lower of the cost and Net realizable value) Raw Materials Work-in-progress Finished Goods Land Held as Stock in trade Stores and Spares		(390.83) 910.42 519.58 864.95 864.95 299.41 338.27 14.29 651.97 58.78 6.12 - 0.90 0.52 66.32		(363.15) 821.47
				458.32
				617.61
				617.61
				258.92 368.50 13.46
				640.89
				67.61 13.27 - 0.90 0.13 81.90

~~126~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

16
TRADE RECEIVABLES	As at	As at
(unsecured)	march 31, 2021	march 31, 2020
Trade receivables	1,350.64	495.56
Less:Provision for doubtful debts	(133.06)	(133.06)
	1,217.58	362.50
Break-up
Unsecured, considered good	1,217.58	362.50
Unsecured, considered doubtful	133.06	133.06
Allowance for doubtful debts	(133.06)	(133.06)

Trade receivable include 0.81 Lakhs (March 31, 2020: 0.34 Lakhs) as trade receivable from related parties

Note 17 CASH & CASH EQUIVALENTS BALANCE WITH BANKS Current accounts Escrow accounts Cash in hand Note 18 LOANS (unsecured, considered good) Deposits Loans and advances - Loan to related parties - Loan to others - Others	430.18 123.05 0.09 553.31 5.19 241.45 1,464.50 5.31 1,716.45	155.57 93.26 1.31
		250.15
		4.63 1,284.60 1,692.00 6.07
		2,987.30

Note 19 OTHER CURRENT FINANCIAL ASSETS (unsecured, considered good) Other receivables from - Related parties - Others Other receivables Note 20 OTHER CURRENT ASSETS Advances to suppliers Prepaid expenses Deposits	54.12 216.90 81.89 352.91 96.61 44.51 8.01 149.13	171.35 48.54 78.13
		298.02
		113.97 21.79 8.01
		143.78

~~127~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 21

EQUITy SHARE CAPITAL

			March 31, 2021	March 31, 2020
Authorised share capital
22,00,00,000 equity shares of`1/- each<br>(March 31,2020: 22,00,00,000 equityshares of`1/- each)			2,500.00	2,500.00
40,00,000 Cumulative Redeemable Preference Shares of`10/- each<br>(March 31,2020: 40,00,000 Cumulative Redeemable Preference Shares of`10/- each)			400.00	400.00
			2,900.00	2,900.00
Issued Capital
16,94,82,360 equity shares of`1/- each fully paid (March 31, 2020: 16,94,82,360<br>equityshares of`1/- each fully paid)			1,694.82	1,694.82
			1,694.82	1,694.82
Subscribed andpaid-up Capital
16,94,79,130 equity shares of`1/- each fully paid (March 31, 2020: 16,94,79,130<br>equityshares of`1/- each fully paid)			1,694.79	1,694.79
			1,694.79	1,694.79

a. Reconciliation of the shares outstanding	March 31, 2021		March 31, 2020
Equity shares	Number of shares	Amount	Number of shares	Amount
As the beginningof theyear	16,94,79,130	1,694.79	16,94,79,130	1,694.79
Add /(less): Movements duringtheyear	-	-	-	-
Outstanding at the end of theyear	16,94,79,130	1,694.79	16,94,79,130	1,694.79

b. Terms and rights attached to the equity share

Equity shares have a par value of ` 1/- each respectively. Each equity shareholder are eligible for one vote per share.

c. Details of shareholding more than 5% in the company	March 31, 2021	March 31, 2021	March 31, 2020	March 31, 2020
Equity shares of`1 each, fully paid-up	Number of shares	% Holding	Number of shares	% Holding
I.G.E(India)Private Limited	8,50,69,326	50.19%	8,44,37,376	49.82%
International Conveyors Limited	2,69,60,077	15.91%	2,48,70,160	14.67%
RCA Limited	1,16,08,548	6.85%	1,11,58,548	6.58%
Cresta Fund Limited	1,01,09,648	5.97%	1,01,09,648	5.97%
National Westminster Bank PLC (as Trustee of the Jupiter India Fund)	87,69,031	5.17%	87,69,031	5.17%
	14,25,16,630	84.09%	13,93,44,763	82.22%

Note 22

OTHER EQUITy

22 OTHER EQUITy
	As at March 31, 2021		As at March 31, 2020
Capital reserves Securities premium Employee share options Amalgamation reserve Retained earnings Other comprehensive income/(expense)-Net of taxes Equity investments through other comprehensive income - Net change in fair value Share of other comprehensive income of associates accounted for using the equity method Remeasurements gain/(losses) on defned beneft plan		27.50 19,008.50 655.74 177.96 (5,463.11) 683.09 333.00 (5.97) 15,416.71		27.50 19,008.50 80.12 177.96 (7,848.29) 152.39 203.55 (4.44) 11,797.30

~~128~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Movement in each reserve	As at March 31, 2021	As at March 31, 2021	As at March 31, 2020	As at March 31, 2020
a) Capital reserve As per last balance sheet Add / (less): Movements during the year b) Securities premium reserve As per last balance sheet Add / (less): Redemption of preference shares during the year c) Employee share options Employee share options outstanding Deferred employee compensation expense d) Other reserves Amalgamation reserve As per last balance sheet Add / (less): Movements during the year e) Retained Earnings As per last balance sheet Add / (less): proft/(loss) during the year Add / (less): Realized gains/(losses) on investments in equities f) Other comprehensive income/(expense)-Net of taxes i) remeasurements gain/(losses) on defned beneft plan As per last balance sheet Add / (less): Remeasurements gain/(losses) on defned beneft plan ii) Equity instruments through other comprehensive income As per last balance sheet Add / (less): Unrealized gains/(losses) on investments in equities Add / (less): Realized gains/(losses) on investments in equities iii) Share of other comprehensive income of associates accounted for using the equity method As per last balance sheet Add / (less): Equity investments through other comprehensive income - Net change in fair value		27.50 - 27.50 19,008.50 - 19,008.50 80.12 575.63 655.74 177.96 - 177.96 (7,848.29) 1,974.11 411.07 (5,463.11) (4.44) (1.53) (5.97) 152.39 941.76 (411.07) 683.09 203.55 129.45 333.00		27.50 - 27.50 21,022.50 (2,014.00) 19,008.50 - 80.12 80.12 177.96 - 177.96 (9,245.47) 1,397.18 - (7,848.29) (3.01) (1.43) (4.44) - 152.39 - 152.39 293.92 (90.37) 203.55

~~129~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 23 BORROWINGS

23 BORROWINGS
Secured	As at	As at
	March 31, 2021	March 31, 2020
(a) Term loans *
Indian rupees loan from bank	13,758.64	14,225.21
Indian rupees loan from other fnancial institutions	4,155.13	4,513.38
(b) Vehicle loans *
Indian rupees loan from bank	2.28	4.62
Unsecured
Cumulative Redeemable Preference Shares**
4,40,000 (March 31, 2020: 4,40,000)	1,158.31	975.69
Cumulative Redeemable Preference Shares of`10 each, fully paid up.
	19,074.35	19,718.90

Details of Securities and Terms of Repayment :

Details of Securities and Terms of Repayment :	Details of Securities and Terms of Repayment :	Details of Securities and Terms of Repayment :	Details of Securities and Terms of Repayment :
Secured a) Term Loans i) from Banks Indusind Bank Limited - LRD Loan Amount Tenor Rate of Interest* `30.77 Crores 15 Years 9.50% p.a Linked with MCLR + 0.25%per annum
	Loan Amount	Tenor	Rate of Interest
	`30.77 Crores	15 Years	9.50% p.a Linked with MCLR + 0.25%per annum

Collateral Security: Exclusive mortgage of all floors (1st floor to 5th floor) of building “Elpro Metropolis” at village Chinchwadgaon, Taluka Haveli, Pune – 411 033.

Kotak mahindra Bank Limited - LrD (Total Sanctioned amount ( ` 157.03 Crores)

TL No.	Disbursed loan amount	Tenor	Rate of Interest
I	`25.94 Crores	85 Months	7.50%p.a Linked with MCLR + 0.15%per annum
I I	`30.96 Crores	109 Months	8.00%p.a Linked with MCLR + 0.65%per annum
I I I	`4.43 Crores	109 Months	8.00%p.a Linked with MCLR + 0.65%per annum
IV	`50.00 Crores	115 Months	8.05%p.a Linked with MCLR + 0.70%per annum
	`15.73 Crores	112 Months	8.45%p.a Linked with MCLR + 1.15%per annum
	Total-`127.06 Crores

Term Loan -I, II & III

Term Loan -IV

~~130~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

ii) from other financial institutions:
Aditya Birla Finance Limited – LRD

Loan Amount	Tenor	Rate of Interest
`40.00 Crores	10 Years	12% p.a

Security: Exclusive charge on land admeasuring 6.5 acres (26,308.50 sq. mt) situated at plot No.08, CTS No.4270/9, Chinchwadgaon, Pimpri Chinchwad, Pune valued at ` 140 Crores basis valuation report dated 30th March’2019.Escrow of Lease Rentals from Behr Hella Thermocontrol India Private Limited (Lease agreements pertaining to two offices of 8,275 sq. ft each situated at Elpro Vision Exchange building) and Hind Charity Trust (lease agreement pertaining to area of 44,671 Sq. ft ,37,760 Sq. ft, 12282 Sq. ft and 28,589 sq. ft situated at Elpro International school,Chinchwad,Pune). Exclusive charge by the way of hypothecation of all present and future rental receivables from lessees operating out of the above mentioned properties.

Kotak Mahindra Investment Limited – LRD

Kotak Mahindra Investment Limited – LRD
Loan Amount	Tenor	Rate of Interest
`10.00 Crores	5 Years	10% p.a

Security: First & Exclusive charge by way of Registered Mortgage of land leased to Elpro International School approximately 5.86 acres “Mortgaged Property” located at Parts of CTS No.4270 , Pimpri -Chinchwad link Road, Pune owned by the company.

Bajaj Finance Limited - LAS

Bajaj Finance Limited - LAS
Loan Amount	Tenor	Rate of Interest
`3.20 Crores	On Demand	10% p.a

Security: Loan against pledge of listed equity shares as accepted by the lender.

b) Vehicle Loan*

ICICI Bank Limited - Vehicle loan

Loan of 10.70 lakhs has been availed during the FY- 2017-18 Secured by hypothecation of car purchased. The loan is payable with EMI of 0.22 lakhs - Repayable in 60 monthly installments starting from 15 March 2018 last installment due on February 15, 2023.

Unsecured

Cumulative Redeemable Preference Shares**

Note 24

OTHER FINANCIAL LIABILITIES

24 OTHER FINANCIAL LIABILITIES
	As at	As at
	March 31, 2021	March 31, 2020
Lease/Security deposits	1,538.68	1,808.41
Lease Liability	-	26.98
	1,538.68	1,835.39
25
OTHER NON-CURRENT LIABILITIES
Advance rent received	356.09	530.62
	356.09	530.62

Note 25

~~131~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 26 PROVISIONS

	As at	As at
	March 31, 2021	March 31, 2020
Provision for employee benefts
Provisions for gratuity for employees	27.91	30.66
	27.91	30.66

Note 27

BORROWINGS Unsecured Inter-corporate deposits

- from related parties - from others *	- 939.00 939.00	163.79 1,635.00
		1,798.79

The inter-corporate deposits from others are unsecured and carry interest in the range of 12% p.a to 15% p.a. The tenure of the deposits range from 90 to 365 days.

Note 28

TRADE PAyABLES Micro and small medium enterprises Trade payables - Others * Provisions for expenses	26.89 1,486.39 193.45 1,706.73	63.83 1,754.39 17.85
		1,836.07

Refer Note No.52 for dues to Micro, Small and Medium Enterprises

** Trade payables include 39.75 Lakhs (March 31, 2020: 433.62 Lakhs) as trade payables to related parties

Note 29 OTHER FINANCIAL LIABILITIES Current maturities of long - term borrowings Lease/Security deposits Lease Liability Interest accrued but not due on borrowings Employee benefts payable Other payables Note 30 CURRENT TAX LIABILITIES Provision for direct tax Note 31 OTHER CURRENT LIABILITIES Advances - Residential fats sale agreements Advances - Sale of land Advance from customers Advance rent received Duties & taxes	2,025.29 2,640.80 31.35 125.68 29.02 - 4,852.16 61.67 61.67 0.33 - 28.88 185.20 54.68 269.09	1,526.45 2,187.43 30.31 152.07 27.13 0.08
		3,923.47
		185.00
		185.00
		0.33 395.37 16.42 199.29 98.19 709.60

~~132~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 32 REVENUE FROM OPERATIONS

		year ended	year ended
		March 31, 2021	March 31, 2020
	Sale of Products
	Finished Goods & Services
	- Domestic turnover	304.49	360.55
	- Export turnover	55.48	65.77
	Revenue from sale of commercial property	-	6,042.45
	Income from windmills	61.12	77.59
	Income from real estate services	5,894.23	4,434.80
		6,315.32	10,981.17
Note	33
	OTHER INCOME
	Interest income
	- Fixed deposit	46.87	40.55
	- Inter-Corporate Deposits	272.65	326.54
	- IT refunds	-	0.35
	- Others	4.98	7.45
	Dividend income	2.11	2.86
	Duty drawback	0.82	1.19
	Forex gain / loss	0.62	1.21
	Gain on Investments measured at FVTPL	0.19	-
	Miscellaneous income	-	0.08
	Proft on sale of Investments	2.08	2.84
	Sundry balances - written back	-	25.09
		330.33	408.14
Note	34
	COST OF MATERIALS CONSUMED
	Inventory at the beginning of the year	68.06	99.61
	Add: Purchases (Net)	183.46	205.89
	Less: Inventory at the end of the year	59.25	68.06
		192.27	237.43
Note	35
	CHANGES IN INVENTORIES OF FINISHED GOODS & GOODS
	Inventory at the beginning of the year
	Work-in-progress	13.27	16.98
	Inventory at the end of the year
	Work-in-progress	6.12	13.27
	Net Change in Inventory	7.15	3.71
Note	36
	PROJECT COST
	Project cost	-	5,263.61
		-	5,263.61

~~133~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 37

REAL ESTATE SERVICE EXPENSES

Note	37 REAL ESTATE SERVICE EXPENSES
		year ended	year ended
		March 31, 2021	March 31, 2020
	Real estate service expenses	1,589.65	-
		1,589.65	-
Note	38
	EMPLOyEE BENEFITS EXPENSE
	Salaries, wages & bonus	185.58	353.48
	Contribution to provident & other funds	3.76	6.38
	Gratuity & leave encashment	6.43	12.56
	Expenses on employees stock option scheme	575.63	80.12
	Staff welfare expenses	0.76	1.91
		772.15	454.44
Note	39
	FINANCE COSTS
	Interest expense
	- On bank loans	1,934.81	1,730.22
	- Inter - corporate deposits	118.51	475.88
	- Unwinding interest expense on security deposit	194.87	147.52
	- Unwinding interest expense on lease liability	4.37	6.02
	Dividend on preference shares	5.28	7.63
	Dividend Distribution Tax on Dividend paid	-	17.20
	Redemption premium on preference shares	177.33	234.99
	Vehicle loans	0.51	0.69
	Other borrowing costs
	Bank charges and commission	20.99	44.02
	Stamp duty and franking charges	1.16	1.57
		2,457.82	2,665.73
Note	40
	OTHER EXPENSES
	Power and fuel	12.97	179.79
	Job work / labour charges	12.61	16.37
	Repairs and maintenance
	- Buildings	1.59	148.71
	- Plant and machinery	0.35	0.27
	- Others	55.05	117.21
	Annual maintenance / operation charges - windmill	27.34	26.46
	Annual listing fees	3.00	3.00
	Annual custody fees	0.45	0.50
	Issuer fees	0.45	0.45
	Rent	14.40	14.40
	Rates and taxes	26.33	71.94
	Insurance	9.69	7.69

~~134~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

OTHER EXPENSES year ended March 31, 2021 year ended March 31, 2020 Advertising and sales promotion 2.31 4.87 Directors sitting fees 2.20 2.71 Travelling and conveyance expenses 12.60 67.44 Professional and consultancy charges 197.05 251.99 Commission & Brokerage Charges 74.87 24.13 Mall Management Charges - 344.69 Communication charges 2.98 9.26 Export expenses 0.15 0.50 Printing and stationery 1.52 24.91 Membership fees 2.81 12.06 Donation 75.00 60.00 Security expenses 108.08 157.34 Payment to auditors_(Refer details below)_ 11.10 11.60 Freight and forwarding expenses 7.87 7.18 Loss on fnancial assets measured at fair value through proft and loss account - 2.79 Miscellaneous expenses 54.63 48.36 Interest expense-Income Tax - 201.33 Other balances written off - 64.19 Bad and doubtful debts (Net of provision) - 0.04 717.40 1,882.17 Payment to auditors for: Audit fees 6.50 6.50 Tax audit 1.10 1.10 Internal Audit & Other Services 3.50 4.00 11.10 11.60 41	OTHER EXPENSES year ended March 31, 2021 year ended March 31, 2020 Advertising and sales promotion 2.31 4.87 Directors sitting fees 2.20 2.71 Travelling and conveyance expenses 12.60 67.44 Professional and consultancy charges 197.05 251.99 Commission & Brokerage Charges 74.87 24.13 Mall Management Charges - 344.69 Communication charges 2.98 9.26 Export expenses 0.15 0.50 Printing and stationery 1.52 24.91 Membership fees 2.81 12.06 Donation 75.00 60.00 Security expenses 108.08 157.34 Payment to auditors_(Refer details below)_ 11.10 11.60 Freight and forwarding expenses 7.87 7.18 Loss on fnancial assets measured at fair value through proft and loss account - 2.79 Miscellaneous expenses 54.63 48.36 Interest expense-Income Tax - 201.33 Other balances written off - 64.19 Bad and doubtful debts (Net of provision) - 0.04 717.40 1,882.17 Payment to auditors for: Audit fees 6.50 6.50 Tax audit 1.10 1.10 Internal Audit & Other Services 3.50 4.00 11.10 11.60 41	OTHER EXPENSES year ended March 31, 2021 year ended March 31, 2020 Advertising and sales promotion 2.31 4.87 Directors sitting fees 2.20 2.71 Travelling and conveyance expenses 12.60 67.44 Professional and consultancy charges 197.05 251.99 Commission & Brokerage Charges 74.87 24.13 Mall Management Charges - 344.69 Communication charges 2.98 9.26 Export expenses 0.15 0.50 Printing and stationery 1.52 24.91 Membership fees 2.81 12.06 Donation 75.00 60.00 Security expenses 108.08 157.34 Payment to auditors_(Refer details below)_ 11.10 11.60 Freight and forwarding expenses 7.87 7.18 Loss on fnancial assets measured at fair value through proft and loss account - 2.79 Miscellaneous expenses 54.63 48.36 Interest expense-Income Tax - 201.33 Other balances written off - 64.19 Bad and doubtful debts (Net of provision) - 0.04 717.40 1,882.17 Payment to auditors for: Audit fees 6.50 6.50 Tax audit 1.10 1.10 Internal Audit & Other Services 3.50 4.00 11.10 11.60 41	OTHER EXPENSES year ended March 31, 2021 year ended March 31, 2020 Advertising and sales promotion 2.31 4.87 Directors sitting fees 2.20 2.71 Travelling and conveyance expenses 12.60 67.44 Professional and consultancy charges 197.05 251.99 Commission & Brokerage Charges 74.87 24.13 Mall Management Charges - 344.69 Communication charges 2.98 9.26 Export expenses 0.15 0.50 Printing and stationery 1.52 24.91 Membership fees 2.81 12.06 Donation 75.00 60.00 Security expenses 108.08 157.34 Payment to auditors_(Refer details below)_ 11.10 11.60 Freight and forwarding expenses 7.87 7.18 Loss on fnancial assets measured at fair value through proft and loss account - 2.79 Miscellaneous expenses 54.63 48.36 Interest expense-Income Tax - 201.33 Other balances written off - 64.19 Bad and doubtful debts (Net of provision) - 0.04 717.40 1,882.17 Payment to auditors for: Audit fees 6.50 6.50 Tax audit 1.10 1.10 Internal Audit & Other Services 3.50 4.00 11.10 11.60 41	OTHER EXPENSES year ended March 31, 2021 year ended March 31, 2020 Advertising and sales promotion 2.31 4.87 Directors sitting fees 2.20 2.71 Travelling and conveyance expenses 12.60 67.44 Professional and consultancy charges 197.05 251.99 Commission & Brokerage Charges 74.87 24.13 Mall Management Charges - 344.69 Communication charges 2.98 9.26 Export expenses 0.15 0.50 Printing and stationery 1.52 24.91 Membership fees 2.81 12.06 Donation 75.00 60.00 Security expenses 108.08 157.34 Payment to auditors_(Refer details below)_ 11.10 11.60 Freight and forwarding expenses 7.87 7.18 Loss on fnancial assets measured at fair value through proft and loss account - 2.79 Miscellaneous expenses 54.63 48.36 Interest expense-Income Tax - 201.33 Other balances written off - 64.19 Bad and doubtful debts (Net of provision) - 0.04 717.40 1,882.17 Payment to auditors for: Audit fees 6.50 6.50 Tax audit 1.10 1.10 Internal Audit & Other Services 3.50 4.00 11.10 11.60 41
				1,882.17
				6.50 1.10 4.00
				11.60

EARNINGS PER EQUITy SHARE		year ended March 31, 2021	year ended March 31, 2020
Proft / (Loss) after tax attributable to equity shareholders Calculation of weighted average number of equity shares Number of equity shares at the beginning of the year Number of equity shares issued during the year Number of equity shares outstanding at the end of the year Weighted average number of equity shares outstanding during the year Basic and diluted earnings per share (`) (Restated)<br>Face valueper share(` )	(A) (B) (A/B)	1,974.11 16,94,79,130 - 16,94,79,130 16,94,79,130 1.16 1.00	1,397.18 16,94,79,130 - 16,94,79,130 16,94,79,130 0.82 1.00

Note: Potential ordinary shares to be issued on conversion of ESOPs are anti-dilutive in nature and hence are not considered for calculation of Diluted EPS.

~~135~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note - 42

TAX EXPENSE

(a) Amounts recognised in profit and loss

EXPENSE Amounts recognised in proft and loss
	For the year ended March 31, 2021		For the year ended March 31, 2020
		`\|\|`
Current income tax Previous year Tax Deferred income tax liability / (asset), Net Origination and reversal of temporary differences Deferred tax expense Tax expense for the year		- (177.15) (177.15) (42.41) (42.41) (219.56)		185.00 (396.26) (211.26) 455.85 455.85 244.59

(b) Amounts recognised in other comprehensive income

Remeasurements of the defned beneft plans Equity Instruments through Other Comprehensive Income		0.12 123.44 123.56		(1.82) 20.09 18.27

(c) reconciliation of effective tax rate

Proft / (Loss) before tax Domestic tax rate Tax using the Company’s domestic tax rate Tax effect of: Expense not deductible for tax purposes Dividend and redemption premium on preference shares Share of proft of equity accounted investees (Net of income tax) Current year losses for which no deferred tax is recognised Tax on income at different rates Tax pertaining to prior years Previously unrecognised tax losses used to reduce tax expense Others		1,754.55 29.12% 510.92 24.83 53.18 (378.56) - (0.40) (177.15) - (252.38) (219.56)		1,641.77 27.82% 456.74 82.90 - 279.81 - - (396.26) 32.54 (211.14) 244.59

~~136~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

(d) movement in deferred tax balances

movement in deferred tax balances
Particulars	Net balance April 1, 2020	Recognised in proft or loss	Recognised in OCI	Net deferred tax asset/ (liability) as on March 31, 2021
	`\|`	`\|`
Deferred tax assets /(liabilities)
- Property,plant and equipment	(733.22)	(116.83)	-	(850.05)
- Carried forward losses and unabsorbed depreciation	142.92	79.69	-	222.61
- Employee benefts	7.10	(0.68)	-	6.42
- Securitydeposit discounting	(16.23)	17.87	-	1.65
- Right of use assets	0.67	(1.64)	-	(0.96)
- Dividend and redemption premium on preference shares	271.31	53.18	-	324.49
- on undistributedprofts of associates	(18.34)	11.71	-	(6.63)
- Investments measured at FVOCI / FVTPL	(19.20)	(0.89)	(69.97)	(90.06)
- Remeasurement of defned beneftplan - OCI	1.82	-	(0.12)	1.70
	(363.15)	42.41	(70.09)	(390.83)

Particulars	Net balance April 1, 2019	Recognised in proft or loss	Recognised in OCI	Net deferred tax asset/ (liability) as on March 31, 2020
	`\|`	`\|`
Deferred tax assets /(liabilities)
- Property,plant and equipment	(0.31)	(732.91)	-	(733.22)
- Carried forward losses and unabsorbed depreciation	110.67	32.25	-	142.92
- Employee benefts	-	7.10	-	7.10
- Securitydeposit discounting	-	(16.23)	-	(16.23)
- Right of use assets	-	0.67	-	0.67
- Dividend and redemption premium on preference shares	-	271.31	-	271.31
- on undistributedprofts of associates	0.60	(18.94)	-	(18.34)
- Investments measured at FVOCI / FVTPL	-	0.89	(20.09)	(19.20)
- Remeasurement of defned beneftplan - OCI	-	-	1.82	1.82
	110.96	(455.85)	(18.27)	(363.15)

Deferred tax:

~~137~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 43

EMPLOyEE BENEFITS

(ii) movement in Net defined benefit (asset) / liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) / liability and its components.

	Defned beneft obligation	Defned beneft obligation	Fair value of plan assets	Fair value of plan assets	Fair value of plan assets	Net defned beneft (asset) / liability	Net defned beneft (asset) / liability	Net defned beneft (asset) / liability
	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020		March 31, 2021		March 31, 2020
Opening balance	42.75	27.79	12.09	12.56		30.66		15.23
Included in proft or loss
Current service cost	4.46	2.70	-	-		4.46		2.70
Past service cost	-	8.76	-	-		-		8.76
Interest cost	2.61	1.82	-	-		2.61		1.82
Actuarial (Gains) / Losses	-	-	-	-		-		-
Other
Beneft paid from the fund	(2.24)	(1.31)	(2.24)	(1.31)		-		-
Expected return on plan assets	-	-	0.54	0.72		(0.54)		(0.72)
Contributions by employer	-	-	10.69	0.39		(10.69)		(0.39)
Beneft paid	-	-	-	-		-		-
Included in OCI
Remeasurements loss / (gain):	1.04	2.99	(0.37)	(0.27)		1.41		3.25
	48.62	42.75	20.71	12.09		27.91		30.66

Expenses recognized in statement of Proft & Loss Account					March 31, 2021		March 31, 2020
Current service cost					4.46		2.70
Past service cost					-		8.76
Interest cost					2.61		1.82
Expected return on plan assets					(0.54)		(0.72)

Amount recognized in Other comprehensive income					March 31, 2021		March 31, 2020
Total Remeasurements in OCI					1.41		3.25

(iii) Actuarial assumptions

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).

	March 31, 2021	March 31, 2020
Discount (p.a)	6.85%	7.45%
Salary escalation (p.a)	6.00%	6.00%

~~138~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

(iv) Sensitivity analysis

below:
	March 31, 2021	March 31, 2020
	Percentage Change	Percentage Change
Under base scenario	0.00%	0.00%
Salaryescalation - upby1%	7.53%	7.24%
Salaryescalation - down by1%	-6.82%	-6.52%
Discount rates - upby1%	-8.39%	-8.35%
Discount rates - down by1%	9.89%	9.86%

Note 44

EMPLOyEES SHARE BASED PAyMENT

The Board of the Company approved an ESOP scheme called ‘Elpro Employee Stock Option Plan 2019’ and the scheme became effective from 25 November 2019. The objectives of the scheme are to reward key and senior employees for their association with the Company, their performance as well as to attract, retain and reward employees to contribute to the growth and profitability of the Company.

The options granted under this scheme to eligible employees vest over a period of one year to four years. The options have to be exercised by the employees within the stipulated exercise period.

In the event of resignation, all unvested options shall lapse and options vested can be exercised before the last working day.

The model inputs for options granted during the year ended March 31, 2021 included :

The model inputs for options granted during the year endedMarch 31, 2021included	:
Particulars	March 31, 2021	March 31, 2020
Exerciseprice	43.62	43.62
Grant date	14-Feb-20	14-Feb-20
Share Price atgrant date	48.50	48.50
Fair Value of option atgrant date	22.99	22.99
Expected volatility (weighted average volatility)	53.68%	53.68%
Expected life(expected weighted average life)	3.4years	3.4years
Expected dividends	0.00%	0.00%
Risk-free interest rate(based ongovernment bonds)	5.82%	5.82%

Set out below is the summary of options granted under the plan -

Particulars	March 31, 2021	March 31, 2020
	No. of options	No. of options
Options outstandingat beginningof theyear	34,56,216	-
Granted duringtheperiod	-	34,56,216
Forfeited duringtheperiod	-	-
Exercised duringtheperiod	-	-
Outstanding at end of theyear	34,56,216	34,56,216
Shares vested and exercisable	20,73,730	-

~~139~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

Note 45

(All amounts are in lakhs, except share data and as stated)

OPERATING LEASES AS A LESSOR

i) The Company’s significant leasing arrangements are in respect of operating leases for premises. These leasing arrangements, which are non-cancelable range between 11 months and 39 years generally and are usually renewable by mutual consent on mutually agreeable terms.
ii) Other disclosures in respect of Building’s given on operating lease

by mutual consent on mutually agreeable terms. Other disclosures in respect of Building’s given on operating lease
Buildings (Including Furniture & Fixtures)	March 31, 2021	March 31, 2020
Lease rental receipt for theyear	5,692.01	4,270.13
Future minimum lease rentals receipts not later than oneyear	5,287.78	5,884.78
Later than oneyear but not later than fveyears	28,811.86	31,033.95

Operating leases as a Lessee

The company has taken certain premises on lease.The lease term has been estimated by the management.There are escalation clauses in the lease agreements.

Right-of-use assets

Right-of-use assets
Building	March 31, 2021	March 31, 2020
Opening Balance	54.98	-
Additions duringtheyear	-	80.79
Disposal duringtheyear	-	-
Depreciation charge for theyear	26.93	25.81
Closing Balance	28.05	54.98

Lease liabilities

The company has presented lease liabilities within Financial Liabilities.

Amounts recognised in profit and loss

Amounts recognised in proft and loss
Particulars	March 31, 2021	March 31, 2020
Interest expense on lease liabilities	4.37	6.02
Expense relatingto short-term leases	22.08	21.82
expense relating to leases of low value assets, excluding short term leases of low value assets	-	-

As at March 31, 2021, there are no commitments for short term leases.

Amounts recognised in statement of cash flows

The total cash outflow for leases amount to 44.71 Lakhs (March 31, 2020: 42.12 Lakhs)

Maturity analysis

Maturity analysis
Particulars	March 31, 2021	March 31, 2020
Contractual undiscounted cash fows
Future minimum lease rentalspaymentspayable -
- Not later than oneyear	53.91	52.17
- Later than oneyear but Not later than fve Years	58.84	90.67
Total undiscounted lease liabilities	112.75	142.84

Particulars	March 31, 2021	March 31, 2020
Non-current	-	26.98
Current	31.35	30.31
Lease liabilities included in the statement of fnancialposition	31.35	57.29

The company does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored by management on a periodic basis.

Short term leases and Leases of low value assets

~~140~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

Note 46

(All amounts are in lakhs, except share data and as stated)

FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

A. Accounting classification and fair values

The following table shows the carrying amounts of financial assets and financial liabilities, including their classification.

Particulars	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2020	March 31, 2020	March 31, 2020	March 31, 2020
	Carrying amount				Carrying amount
	FVTPL	FVOCI	Amortised Cost	Total	FVTPL	FVOCI	Amortised Cost	Total
Financial assets
Non-current investments
- Equityinstruments in others	500.46	1,158.91	-	1,659.37	504.71	667.75	-	1,172.47
- Government securities	-	-	0.21	0.21	-	-	0.21	0.21
Loans	-	-	181.02	181.02	-	-	170.22	170.22
Trade receivables	-	-	1,217.58	1,217.58	-	-	362.50	362.50
Cash and cash equivalents	-	-	553.31	553.31	-	-	250.15	250.15
Other bank balances	-	-	771.13	771.13	-	-	771.56	771.56
Short-term loans	-	-	1,716.45	1,716.45	-	-	2,987.30	2,987.30
Other fnancial assets	-	-	352.91	352.91	-	-	298.02	298.02
	500.46	1,158.91	4,792.62	6,451.99	504.71	667.75	4,839.96	6,012.42
Financial liabilities
Secured loan from banks	-	-	15,030.06	15,030.06	-	-	15,756.27	15,756.27
Secured loan from other fnancial institutions	-	-	4,911.28	4,911.28	-	-	4,513.38	4,513.38
Cumulative redeemable preference shares	-	-	1,158.31	1,158.31	-	-	975.69	975.69
Lease / Securitydeposits	-	-	4,179.48	4,179.48	-	-	3,995.84	3,995.84
Lease Liability	-	-	31.35	31.35	-	-	57.29	57.29
Inter-corporate deposits	-	-	939.00	939.00	-	-	1,798.79	1,798.79
Trade and otherpayables	-	-	1,706.73	1,706.73	-	-	1,836.07	1,836.07
Other fnancial liabilities	-	-	154.71	154.71	-	-	179.28	179.28
	-	-	28,110.91	28,110.91	-	-	29,112.62	29,112.62

(1) Investments in subsidiaries and associates are carried at cost as per Ind AS 27 and the same is not included in the table above.

Particulars	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2021	March 31, 2020	March 31, 2020	March 31, 2020	March 31, 2020
	Fair value				Fair value
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Financial assets
Non-current investments
- Equityinstruments in others	1,159.12	-	500.25	1,659.37	672.21	-	500.26	1,172.47
- Government securities	-	0.21	-	0.21	-	0.21	-	0.21
	1,159.12	0.21	500.25	1,659.59	672.21	0.21	500.26	1,172.68
Financial liabilities
Cumulative redeemable preference shares	-	1,158.31	-	1,158.31	-	975.69	-	975.69
Lease / Securitydeposits	-	4,179.48	-	4,179.48	-	3,995.84	-	3,995.84
Lease Liability	-	31.35	-	31.35	-	57.29	-	57.29
	-	5,369.14	-	5,369.14	-	5,028.83	-	5,028.83

~~141~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

Financial instruments measured at fair value

Financial instruments measured at fair value
Type	Valuation technique
Government securities, Redeemable Preference Shares, Lease Security Deposits and lease liabilities(Amortised cost)	Discounted cash flow approach: The valuation model considers the present value of expected payment, discounted usinga risk adjusted discount rate.

Note 46

(i) FINANCIAL RISK MANAGEMENT

The Company has exposure to the following risks arising from financial instruments:

A. Credit risk ;
B. Liquidity risk ; and
C. Market risk

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

A. Credit Risk

Trade and other receivables

The company operates primarily into three streams of business namely leasing business, manufacturing business of electrical Equipments and investment.

Summary of the Company’s exposure to credit risk by age of the outstanding from various customers is as follows:

	As at March 31, 2021	As at March 31, 2021	As at March 31, 2020	As at March 31, 2020
Neither past due nor impaired Past due but not impaired Past due 1–90 days Past due 91–180 days Past due 181–270 days Past due 271–365 days Past due more than 365 days		- 790.78 272.62 54.25 5.50 227.50 1,350.64		- 224.97 33.85 9.69 0.42 226.64 495.56

~~142~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Expected credit loss assessment for customers as at March 31, 2021 and March 31, 2020

Cash and cash equivalents

Loans and advances to related parties

The Company does not expect any losses from non-performance by these counter-parties as these are subsidiaries, associates and entities held under common control.

The movement in the allowance for impairment in respect of loans and advances during the year was as follows.

	Amount(in lakhs)	Amount(in lakhs)
Balance as at March 31, 2020 Impairment loss recognised Amounts written off Balance as at March 31, 2021		133.06 - - 133.06

FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

B. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation. The Company has obtained fund based working capital lines from banks. Furthermore, the Company has access to funds from redeemable preference shares issued to related parties. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility. As of March 31, 2021, the Company had working capital of (3,772.94) lakhs including cash and cash equivalents of 553.31 lakhs and short term borrowings of 939.00 lakhs. As of March 31, 2020, the Company had working capital of (4,329.27) lakhs including cash and cash equivalents of 250.15 lakhs and short term borrowings of 1,798.79 lakhs

Exposure to liquidity risk

The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non derivative financial liabilities

maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities	maturities for all non derivative fnancial liabilities
Contractual cash fows
As at March 31, 2021	Carrying amount	Total	1 year or less	1-2 years	2-5 years	More than 5years
Non-derivative fnancial liabilities
Secured loan from banks	15,030.06	21,062.09	2,483.04	2,526.91	8,130.95	7,921.20
Secured loan from other fnancial institutions	4,911.28	7,420.06	1,233.62	950.85	2,576.76	2,658.83
Cumulative redeemable preference shares	1,158.31	3,774.04	-	-	-	3,774.04
Lease / Securitydeposits	4,179.48	4,179.48	1,752.14	1,044.95	764.22	618.17
Lease Liability	31.35	31.35	30.12	1.23	-	-
Inter-corporate deposits	939.00	939.00	939.00	-	-	-
Trade and otherpayables	1,706.73	1,706.73	1,706.73	-	-	-
Other fnancial liabilities	154.71	154.71	154.71	-	-	-
	28,110.91	39,267.47	8,299.35	4,523.94	11,471.93	14,972.25

~~143~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows
As at March 31, 2020	Carrying amount	Total	1 year or less	1-2 years	2-5 years	More than 5years
Non-derivative fnancial liabilities
Secured loan from banks	15,756.27	22,894.05	2,527.15	2,548.70	8,106.90	9,711.30
Secured loan from other fnancial institutions	4,513.38	8,285.24	1,010.20	1,004.82	2,884.69	3,385.53
Cumulative redeemable preference shares	975.69	3,774.04	-	-	-	3,774.04
Lease / Securitydeposits	3,995.84	4,781.47	1.79	1,317.94	765.90	2,695.84
Lease Liability	57.29	63.37	30.31	31.83	1.24	-
Inter-corporate deposits	1,798.79	1,798.79	1,798.79	-	-	-
Trade and otherpayables	1,836.07	1,836.07	1,836.07	-	-	-
Other fnancial liabilities	179.28	179.28	179.28	-	-	-
	29,112.62	43,612.31	7,383.59	4,903.28	11,758.73	19,566.71

C. Market risk

Currency risk

Exposure to currency risk

The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows:

Company is as follows:
USD	March 31, 2021	March 31, 2020
	Amounts in `(lakhs)\|Amounts in<br>` (lakhs)
Trade receivables	17.48	1.01
Advance to suppliers(Net ofpayables)	6.26	-
Tradepayables(Net of advances)	-	3.38
Net statement of fnancialposition exposure	23.75	(2.37)

Sensitivity analysis

	Proft or loss	Proft or loss
Effect in`	Strengthening	Weakening
March 31, 2021
USD	2.37	(2.37)
March 31, 2020
USD	(0.24)	0.24

(Note: The impact is indicated on the profit / loss before tax basis)

~~144~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Financial instruments – Fair values and risk management (continued)

(ii) Interest rate risk

Exposure to interest rate risk

The profile for variable interest-bearing financial instruments of the Company’s is as follows.

Variable-rate instruments	March 31, 2021	March 31, 2020
Financial assets	-	-
Financial liabilities	15,027.78	15,364.99
	(15,027.78)	(15,364.99)

Interest rate sensitivity - fixed rate instruments

Interest rate sensitivity - variable rate instruments

	Proft or loss	Proft or loss
	100 bps increase	100 bps decrease
As at March 31, 2021
Variable-rate instruments	(150.28)	150.28
Cash fow sensitivity (Net)	(150.28)	150.28
As at March 31, 2020
Variable-rate instruments	(153.65)	153.65
Cash fow sensitivity (Net)	(153.65)	153.65

(Note: The impact is indicated on the profit / loss before tax basis)

Note 47

CAPITAL MANAGEMENT

The Company’s adjusted net debt to equity ratio at each balance sheet date was as follows:

|Particulars|||
|---|---|---|
||As at
March 31, 2021|As at
March 31, 2020|
|Total liabilities|28,825.67|30,568.49|
|Less : Cash and cash equivalent|553.31|250.15|
|Adjusted net debt|28,272.36|30,318.34|
|Adjusted equity|17,111.50|13,492.09|
|Adjusted net debt to adjusted equityratio|1.65|2.25|

~~145~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 48

SEGMENT INFORMATION

In accordance with the Ind AS 108, ‘Operating Segments’, the Segment Information for the year ended March 31, 2021 is given as follows:

A brief description of the segments is as under:

Reportable Segments	Operations
Electrical Equipments	Manufacturing and sale of Lightning Arresters, Varistor, Secondary Surge Arresters, Discharge Counter, accessories and services in respect thereof.
Real Estate	Development and sale ofpropertyand lease of land &premises.
Investment activity	Comprises of longterm investments.
Others	Represents income frompowergeneration from Windmill.

	Electrical Equipments	Real Estate	Investment Activity	Others	Elimination	Total
SEGMENT REVENUE
External sales	359.97	5,894.23	-	61.12	-	6,315.32
	(426.33)	(10,477.25)	(-)	(77.59)	(-)	(10,981.17)
Inter - segment sales	-	-	-	-	-	-
	(-)	(-)	(-)	(-)	(-)	(-)
Revenue	-	-	-	-	-	6,315.32
	(-)	(-)	(-)	(-)	(-)	(10,981.17)
RESULT
Segment result	66.75	3,704.91	1,264.17	(3.32)	-	5,032.51
	(62.48)	(3,854.75)	(995.42)	(42.49)	(-)	(4,955.13)
Unallocated corporate income (Net of unallocable expenses)	-	-	-	-	-	(820.13)
	(-)	(-)	(-)	(-)	(-)	(-647.63)
Operating Proft / (Loss) before fnance cost	-	-	-	-	-	4,212.37
	(-)	(-)	(-)	(-)	(-)	(4,307.51)
Finance cost	-	-	-	-	-	(2,457.82)
	(-)	(-)	(-)	(-)	(-)	(-2,665.73)
Proft / (Loss) before tax	-	-	-	-	-	1,754.55
	(-)	(-)	(-)	(-)	(-)	(1,641.77)
Income taxes / Deferred tax reversal	-	-	-	-	-	219.56
	(-)	(-)	(-)	(-)	(-)	(-244.59)
Net Proft / (Loss) after tax	-	-	-	-	-	1,974.11
	(-)	(-)	(-)	(-)	(-)	(1,397.18)
OTHER INFORMATION
Segment Assets	406.59	22,871.69	19,266.60	151.15	-	42,696.02
	(384.13)	(22,031.53)	(17,378.74)	(144.62)	(-)	(39,939.03)
Unallocated corporate assets	-	-	-	-	-	3,241.15
	(-)	(-)	(-)	(-)	(-)	(4,121.55)
Total Assets	-	-	-	-	-	45,937.18
	(-)	(-)	(-)	(-)	(-)	(44,060.58)
Segment liabilities	43.03	26,033.13	-	31.26	-	26,107.42
	(55.91)	(26,717.75)	(-)	(21.03)	(-)	(26,794.69)
Unallocated corporate liabilities	-	-	-	-	-	2,718.26
	(-)	(-)	(-)	(-)	(-)	(3,773.81)
Total liabilities	-	-	-	-	-	28,825.67
	(-)	(-)	(-)	(-)	(-)	(30,568.49)
Capital expenditure	0.87	84.17	-	15.31	-	100.36
	(0.53)	(3,490.57)	(-)	(-)	(-)	(3,491.10)

~~146~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	Electrical Equipments	Real Estate	Investment Activity	Others	Elimination	Total
Unallocated capital expenditure	-	-	-	-	-	53.34
	(-)	(-)	(-)	(-)	(-)	(88.16)
Total capital expenditure	-	-	-	-	-	153.69
	(-)	(-)	(-)	(-)	(-)	(3,579.26)
Depreciation	2.57	367.74	-	8.53	-	378.83
	(2.62)	(200.27)	(-)	(7.94)	(-)	(210.83)
Unallocated depreciation	-	-	-	-	-	35.62
	(-)	(-)	(-)	(-)	(-)	(35.38)
Total Depreciation	-	-	-	-	-	414.45
	(-)	(-)	(-)	(-)	(-)	(246.21)

Note: Figures in bracket relates to the previous year

Note 49

RELATED PARTy RELATIONSHIPS, TRANSACTIONS AND BALANCES

Holding company

IGE (India) Private Limited (from 12.03.2021)

Associate companies

Dabri Properties & Trading Company Limited PNB MetLife India Insurance Company Limited

Entities with joint control of, or signifcant infuence over, the entity

IGE (India) Private Limited (till 11.03.2021) International Conveyors Limited RCA Limited

Fellow subsidiaries

Faridabad Capital Holdings Private Limited (from 12.03.2021) Zenox Trading & Manufacturing Private Limited (from 12.03.2021)

Other related parties *

Faridabad Capital Holdings Private Limited (till 11.03.2021) Zenox Trading & Manufacturing Private Limited (till 11.03.2021) Eduspace Services LLP Zenox Facility Services LLP

Key Managerial Personnel:

Other related parties’ though not ‘Related Parties’ as per the definition under IND AS 24, ‘Related party disclosures’, have been included by way of a voluntary disclosure, following the best corporate governance practices.

~~147~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Details of related party transactions during the year ended March 31, 2021 and balances outstanding as at March 31, 2021:

Particulars	Holding Company	Associates	Entities with joint control of, or signifcant infuence over, the entity	Fellow subsidiaries	Other related parties	Key management personnel of the entity	Total
Inter-Corporate Deposits
Taken (Net)	-	-	-	-	-	-	-
	(-)	(-)	(-)	(-)	(-)	(-)	(-)
Given (Net)	-	-	631.44	-	-	-	631.44
	(-)	(-)	(-)	(-)	(41.50)	(-)	(41.50)
Repaid for ICD taken/Repayments against ICD given (Net)	631.44	24.45	814.75	-	41.50	-	1512.14
	(-)	(4.00)	(197.75)	(-)	(20.50)	(-)	(222.25)
Preference shares issued
Premium accrued on preference shares	-	-	177.33	-	-	-	177.33
	(-)	(-)	(234.99)	(-)	(-)	(-)	(234.99)
Dividend accrued on preference shares	-	-	5.28	-	-	-	5.28
	(-)	(-)	(7.63)	(-)	(-)	(-)	(7.63)
Redemption of preference shares	-	-	-	-	-	-	-
	(-)	(-)	(4030.65)	(-)	(-)	(-)	(4030.65)
Receiving of services	-	-	-	-	150.15	-	150.15
	(-)	(-)	(-)	(-)	(344.69)	(-)	(344.69)
Purchase of property, plant and equipment	-	-	-	-	27.83	-	27.83
	(-)	(-)	(-)	(-)	(-)	(-)	-
Rent, Leasing or hire purchase arrangements
expense	-	-	14.40	-	-	-	14.40
	(-)	(-)	(14.40)	(-)	(-)	(-)	(14.40)
income	-	-	-	-	1.43	-	1.43
	(-)	(-)	(-)	(-)	(1.43)	(-)	(1.43)
Interest
expenses	-	1.39	-	-	-	-	1.39
	(-)	(2.79)	(32.29)	(-)	(-)	(-)	(35.08)
income	-	-	49.59	-	28.97	-	78.56
	(-)	(-)	(240.45)	(-)	(25.94)	(-)	(266.39)
Advance repaid	-	-	-	-	-	-	-
	(-)	(-)	(-)	(-)	(19-)	(-)	(190.00)
Key management personnel compensation
Short-term employee benefts	-	-	-	-	-	95.81	95.81
	(-)	(-)	(-)	(-)	(-)	(108.56)	(108.56)
Directors sitting fees	-	-	-	-	-	2.20	2.20
	(-)	(-)	(-)	(-)	(-)	(2.71)	(2.71)
Consultancy/profession fees	-	-	-	-	-	2.66	2.66
	(-)	(-)	(-)	(-)	(-)	(2.50)	(2.50)
reimbursement of expenses (Net)	-	-	3.39	-	-	-	3.39
	(-)	(-)	(14.32)	(-)	(0.76)	(-)	(15.08)
Balances outstanding at the end of the year
receivables (Net)	-	-	29.54	270.42	-	-	299.96
	(-)	(-)	(1024.93)	(-)	(-)	(-)	(1024.93)
Payables (Net)	3.39	-	1994.31	32.87	5.26	12.62	2048.45
	(-)	(24.73)	(1811.69)	(-)	(114.77)	(11.37)	(1962.57)

Note: Figures in bracket relates to the previous year

All the transactions with related parties are at arm’s length and all the outstanding balances are unsecured.

~~148~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 50

INTERESTS IN OTHER ENTITIES

(a) Interests in associates

Set out below are the associates of the group as at March 31, 2021 which, in the opinion of the directors, are material to the group. The country of incorporation or registration is also their principal place of business.

Name of entity	Place of business	% of ownership interest
Dabri Properties & TradingCompanyLimited	India	31.77%
PNB MetLife India Insurance CompanyLimited	India	11.42%

Refer note 8 for carrying amounts of unquoted equity investments in associates

Dabri Properties & Trading Company Limited

(i) Dabri Properties & Trading Company Limited is an Non Banking Financial Company. It is a strategic investment which utilises the group’s knowledge and expertise.
(ii) PNB MetLife India Insurance Company Limited
PNB MetLife India Insurance Company Limited is an life insurance company providing a range of life insurance products.

Significant judgment: PNB Metlife Insurance Company Limited has been treated as an associate even though the Group holds less than 20% of the voting power as it has influence over the entity due to board representation. Summarised financial information for Dabri Properties & Trading Company Limited

Summarised fnancial information for Dabri Properties &	Trading Company Limited	Trading Company Limited
	Dabri Properties & Trading Company Limited
	March 31, 2021	March 31, 2020
Percentage ownership interest	31.77%	31.77%
Current assets
Cash and cash equivalents	33.96	3.50
Other assets	6.58	29.74
Total current assets	40.54	33.25
Non-current assets	1263.65	992.46
Current liabilities
Financial liabilities (excludingtradepayables andprovisions)	-	-
Other liabilities	2.69	3.35
Total current liabilities	2.69	3.35
Non-current liabilities
Financial liabilities (excludingtradepayables andprovisions)	332.14	332.49
Other liabilities	-	-
Total Non-current liabilities	332.14	332.49
Net assets	969.36	689.87
Group’s share of Net assets	307.93	219.15

~~149~~

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED MARCH 31, 2021

==> picture [256 x 24] intentionally omitted <==

----- Start of picture text -----

Elpro International Limited
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

	Dabri Properties & Trading Company Limited	Dabri Properties & Trading Company Limited
Summarised statement ofproft and loss	March 31, 2021	March 31, 2020
	31.77%	31.77%
Revenue	36.10	4.06
Employee beneft expense	-	-
Finance Cost	28.87	26.35
Depreciation and amortisation	-	-
Other expense	1.30	-
Income tax expense	(5.34)	-
Proft/(loss)	11.27	(22.29)
Other comprehensive income	553.48	(171.37)
Total comprehensive income	564.76	(193.66)
Group’s share ofproft	3.58	(7.08)
Group’s share of OCI	175.82	(54.44)
Group’s share of total comprehensive income	179.40	(61.52)
Summarised fnancial information for PNB metLife India I	nsurance Company Limited
	PNB MetLife India Insurance Company Limited
	March 31, 2021	March 31, 2020
Percentage ownership interest	11.42%	11.42%
Current assets	1,25,001.35	1,27,425.37
Non-current assets	28,46,455.32	22,56,390.70
Total Assets	29,71,456.67	23,83,816.07
Current liabilities	1,05,424.47	1,04,172.02
Non-current liabilities	27,23,857.08	21,48,916.35
Total Liabilities	28,29,281.55	22,53,088.37
Net assets	1,42,175.12	1,30,727.70
Group’s share of Net assets*	16,230.64	14,923.81
Summarised statement of proft and loss (Indian GAAP)
	PNB MetLife India Insurance Company Limited
	March 31, 2021	March 31, 2020
	11.42%	11.42%
Proft and loss atrributable to shareholders funds	11,447.42	8,872.26
Group’s share ofproft	1,306.83	1,012.85

* PNB MetLife India Insurance Company Limited

Investments in associates have to be accounted as per Equity method and using same accounting policies as that of the parent company. However, due to non-availability of Ind AS financial statements of PNB Met life, the Indian GAAP profits of PNB MetLife are used for applying equity method of accounting.

Note 51

51
	March 31, 2021	March 31, 2020
i. Estimated amount of contracts remaining to be executed on capital account and notprovided for	-	-
ii. Contingent liabilities notprovided for:
a. Employee related matters	8.01	8.01
b. Bankguarantees(secured byhypothecation of current assets)	5.46	30.46
c. Corporateguarantee to Bank(secured bymortgage of land)	-	-

There are certain cases where litigation is under process and it is currently not possible to reasonably estimate the amount of contingent liabilities for such cases.

~~150~~

==> picture [257 x 24] intentionally omitted <==

----- Start of picture text -----

Annual Report 2020-21
----- End of picture text -----

(All amounts are in lakhs, except share data and as stated)

Note 52

TRADE PAyABLES

Particulars	As at March 31, 2021	As at March 31, 2020
Principal amount remainingunpaid to anysupplier as at theyear end	26.89	63.83
Interest due thereon*	-	-
Amount of interest paid by the Company in terms of Section 16 of the MSMEDA, alongwith the amount of the payment made to the supplier beyond the appointed day duringthe accounting year	-	-
Amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specifed under the MSMEDA	-	-
Amount of interest accrued and remainingunpaid at the end of the accounting year	-	-

Dues to Micro, Small and Medium Enterprises have been determined on the basis of information collected by the Company.

Interest have not been accrued and provided on the outstanding amount as the payments to Micro, Small and Medium Enterprises have been made as per the terms of contract.

Note 53

Corporate Social responsibility

Note 54

There are no dues payable to the Investor Education and Protection Fund as at March 31, 2021 .

Note 55

~~151~~

Form No. MGT-11 – Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN		: L51505MH1962PLC012425
Name of the company : ELPRO INTERNATIONAL LIMITED
Registered offce		: 17th Floor, Nirmal, Nariman Point, Mumbai – 400 021
Name of the member (s) :
Registered address :
E-mail Id		:
Folio	No/ Client Id :
DP ID		:
I/We,	being the member (s) of ______ shares of the above named company, hereby appoint
1.	Name	: ________________
	Address	: ________________
	E-mail Id	: ________________
	Signature	: ____________, or failing him
2.	Name	: _______________
	Address	: _______________
	E-mail Id	: _______________
	Signature	: ____________, or failing him
3.	Name	: _______________
	Address	: _______________
	E-mail Id	: _______________
	Signature	: ____________, or failing him
	as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 58th Annual General Meeting of the
	company, to be held on Tuesday, September 28, 2021 At 10:00 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhawan, Ground
	Floor, 226	Jamnalal Bajaj Marg, Nariman Point, Mumbai – 400 021 and at any adjournment thereof in respect of such
	resolutions	as indicated below:

Resolution No.:

Item No.	Resolutions	For	Against
1.	To consider and adopt the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2021, Reports of Directors and Auditors of the Company thereon.
2.	To appoint a Director in place of Mr. Surbhit Dabriwala (holding DIN: 00083077), who retires from offce by rotation and being eligible, offers himself for re-appointment.
3.	To approve Scheme of loan to employees including Managing Director/ Whole Time Directors of the Company.

ELPRO INTERNATIONAL LIMITED

Registered Office: ‘Nirmal’, 17[th] Floor, Nariman Point, Mumbai - 400 021

ATTENDANCE SLIP

For 58[th] Annual General Meeting to be held on Tuesday, September 28, 2021

DP ID Folio No. of Shares Client ID Name of the Member : ___________ Name of the Proxy : ___________

I certify that I am a registered shareholder / proxy / representative for the registered shareholder of the Company. I hereby record my presence at the 58th Annual General Meeting of the Company held on Tuesday, September 28, 2021 at 10:00 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhawan, Ground Floor, 226 Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400 021.

____ ___ Signature of Proxy Signature of Member

Notes: A Member / Proxy attending the meeting must complete this Attendance slip in legible writing and hand it over at the entrance. Sign at appropriate place as applicable to you.

Route Map to the AGM Venue

==> picture [505 x 613] intentionally omitted <==

E-COMMUNICATION REGISTRATION FORM

Dear Members,

This Ministry of Corporate Affairs and the Securities and Exchange Board of India have commenced Green Initiative by allowing paperless compliances by Companies. The Companies can send Annual Report and General Notices in electronic mode to members who have registered their email addresses for the purpose.

It is a welcome move for the society at large, as this will reduce paper consumption to a great extent and allow members to contribute towards a Greener Environment. This is a golden opportunity for every member of Elpro International Limited to contribute to the Corporate Social Responsibility initiative of the Company.

We therefore invite all our members to contribute to contribute to the cause by filling up the form given below the receive communication from the Company in electronic mode. You can also download the attached registration form from our website www.elpro.co.in.

Let’s be part of this “Green Initiative”!

Please note that as a Member of the Company you will be entitles to receive all such communication in physical form, upon request.

Best Regards,

Binal Khosla

Company Secretary & Compliance Officer

Folio No./ DP ID and Client Id : _____________	Folio No./ DP ID and Client Id : _____________
Name of the member (s)	: _____________
Registered address	: _____________
	_____________
E-mail Id (to be registered)	: _____________
DP ID	: _____________
I/We shareholders(s) of Elpro International Limited agree to receive communication from the Company in electronic mode.
Please register my above e-mail address in your records for sending communication through e-mail.
Date: ………………………	Signature: ………………………………

Note: Member(s) are requested to keep the Company informed as and when there is any change in the registered e-mail address.

AI assistant

Elpro International Ltd. — Annual Report 2021

61729_rns_2021-09-06_9c431215-ad75-436f-9b7e-558e1bd20c0e.pdf