The Board of Directors present the Company's Sixty-Fifth Annual Report and Company's Audited Financial Statements for the
Financial Year ended on March 31, 2025.
As our valued partners in the Company, we share our vision for growth with you. Our core principles combine realism and
optimism, which have been, and will continue to be, the driving force behind all our future efforts.
The summary of financial highlight is given below:
FINANCIAL RESULTS
The Company's financial performance (Standalone and Consolidated) for the financial year ended on March 31, 2025 is
summarised below:
|
Particulars
|
Standalone
|
Consolidated
|
| |
March 31, 2025
|
March 31, 2024
|
March 31, 2025
|
March 31, 2024
|
|
Turnover
|
1,87,112
|
1,59,967
|
2,22,696
|
1,93,742
|
|
Profit Before Tax, Finance Cost, Depreciation &
Amortisation and Adjustments for previous year
(EBIDTA)
|
46,359
|
41,361
|
54,259
|
47,447
|
|
Add: Other Income
|
5,287
|
3,971
|
6,005
|
4,406
|
|
EBIDTA (Including other income)
|
51,646
|
45,332
|
60,264
|
51,853
|
|
Less : Finance Cost
|
993
|
594
|
1,304
|
864
|
|
Depreciation & Amortisation
|
5,058
|
4,125
|
6,076
|
5,092
|
|
Profit Before share of equity accounted Investee
and Tax
|
45,595
|
40,613
|
52,884
|
45,897
|
|
Share of Profit of Associates
|
-
|
-
|
813
|
641
|
|
Profit before Tax
|
45,595
|
40,613
|
53,697
|
46,538
|
|
Less: Provision for Tax
|
11,822
|
10,331
|
12,417
|
11,014
|
|
Deferred Tax
|
(230)
|
(34)
|
(230)
|
(34)
|
|
Profit After Tax
Add:
|
34,003
|
30,316
|
41,510
|
35,558
|
|
Other Comprehensive Income
|
(61)
|
(135)
|
194
|
88
|
|
Previous Year Balance Brought Forward
|
80,554
|
53,739
|
1,08,903
|
76,623
|
|
PROFIT AVAILABLE FOR APPROPRIATION
APPROPRIATIONS:
|
1,14,496
|
83,920
|
1,50,607
|
1,12,269
|
|
Dividend Paid
|
3,366
|
3,366
|
3,366
|
3,366
|
|
Balance Carried Forward
|
1,11,130
|
80,544
|
1,47,241
|
1,08,903
|
PERFORMANCE OF THE COMPANY
^ Standalone Financial Performance
For the financial year ended on March 31, 2025, the
Company has achieved a Turnover of ' 1,87,112
Lakhs as against ' 1,59,967 Lakhs in the previous
year.
For the year ended on March 31, 2025, the Company
has achieved Earnings Before Interest (Finance Cost),
Depreciation & Amortisation and Tax (EBIDTA) of
' 46,359 Lakhs as against the EBIDTA of ' 41,361
Lakhs during the previous year.
The Net Profit after tax of the Company for the
financial year 2024-25 was ' 34,003 Lakhs compared
to ' 30,316 Lakhs during the previous year.
The Company holds total unexecuted orders of about
' 87,138 Lakhs (' 50,656 Lakhs for Gear Division and
' 36,482 Lakhs for MHE Division) as on March 31,
2025. This will help us to continue to have sustainable
growth in coming years.
^ Consolidated Operations
Your Company's total consolidated turnover for the
year ended on March 31, 2025 was ' 2,22,696 Lakhs
as against ' 1,93,742 Lakhs in the previous year.
For the year ended on March 31, 2025, the Company
has achieved Earnings Before Interest (Finance Cost),
Depreciation & Amortisation and Tax (EBIDTA) of
' 54,259 Lakhs as against the EBIDTA of ' 47,447
Lakhs during the previous year.
The Consolidated Net Profit after tax of the Company
for the financial year 2024-25 was ' 41,510 Lakhs
compared to ' 35,558 Lakhs during the previous year.
During the year under review, your Company's
consolidated Net Worth is ' 1,97,509 Lakhs as against
' 1,58,408 Lakhs for the previous year.
The Company holds total unexecuted orders of about
' 94,785 Lakhs (' 58,303 Lakhs for Gear Division and
' 36,482 Lakhs for MHE Division) as on March 31,
2025. This will help us to continue to have sustainable
growth in coming years.
^ Dividend
During the year, your Board has declared and paid
an Interim Dividend of ' 0.50/- (i.e. 50%) per Equity
Share of ' 1/- each for the financial year 2024-25. The
said interim dividend was paid to shareholders of the
Company on November 12, 2024 and resulted to a
cash outflow of ' 1,122 Lakhs.
Your Directors have recommended Final Dividend of
' 1.50/- (i.e. 150 %) per Equity Share of ' 1/- each for
the financial year ended on March 31, 2025 (previous
year ' 2.00 per Equity Share of face value of ' 2/- each).
The said dividend, if approved by the shareholders,
would involve a cash outflow of ' 3,366 Lakhs as
against ' 2,244 Lakhs dividend in the previous year.
The dividend recommended is in accordance with
the Company's Dividend Distribution Policy. As
required under the Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the
Company has a Policy on Dividend Distribution. The
Dividend Distribution Policy of the Company can
be accessed at https://www.elecon.com/views/
templates/admin-uploads/Investors/Policies/
Dividend-Distribution-Policy.pdf
During the year under review, the unclaimed dividend
pertaining to the financial year 2016-17 has been
transferred to the Investor Education & Protection
Fund.
^ Transfer to Reserves
The Board of Directors has decided to retain the entire
amount of profit for the financial year 2024-25 in the
statement of profit and loss.
^ Share Capital
The paid-up Equity Share Capital as on March 31,2025
was ' 2,244 Lakhs. During the year under review, the
Company has not issued any shares with differential
voting rights neither granted stock options nor sweat
equity.
During the year under review, the Company has sub¬
divided one equity share of face value of ' 2/- each
fully paid-up, into 2 equity shares of face value of
' 1/- each fully paid-up.
^ Borrowings
Working Capital Borrowings:
Continuous monitoring and review of the receivables,
inventories and other working capital parameters
helped the Company to continue with Nil working
capital borrowings as at March 31, 2025. Further,
the Company is working on effective Supply Chain
Management to optimise overall working capital flow
in the Company.
Cash and Cash Equivalent as at March 31, 2025 was
' 9,312 Lakhs.
There is no instance of one-time settlement and
valuation while taking loans from banks/financial
Institutions.
Fixed Deposits
The Company has not accepted any fixed deposits
and there are no unpaid/unclaimed deposits as on
March 31,2025.
Particulars of Loans, Guarantees or Investments
The details of Loans given, Guarantees and Securities
provided and Investments made by the Company in
compliance with the Companies Act, 2013 are given
in the notes to the Financial Statements.
^ Subsidiary, Joint Venture & Associate Companies
As on March 31, 2025, the Company has 12 Direct &
Indirect Subsidiary Companies.
Pursuant to the provisions of Sections 129, 134 and
136 of the Companies Act, 2013 read with Rules
framed thereunder and Listing Regulations, your
Company has prepared Consolidated Financial
Statements of the Company and its Subsidiaries and
a separate statement containing salient features of
financial statement of Subsidiaries forms part of the
Annual Report.
The Annual Report of the Company containing
standalone and consolidated financial statements has
been placed on the website of the Company. Further,
annual accounts of the Subsidiary Companies have
also been placed on the website of your Company. Any
member who is interested in obtaining the Audited
Financial Statements of the Subsidiary Companies
may obtain the same by writing to the Company.
Financial Performance - Subsidiary Companies
Radicon Transmission UK Limited (Consolidated)
The total Income of the Benzlers Radicon Group has
decreased by 9.6% to GBP 29.80 Millions in the current
year compared to 32.97 Millions in the previous year.
EBITDA excluding other income increased to GBP
5.32 Millions in the current year compared to GBP
5.12 Millions in the previous year. The Company has
made a Profit before Tax for GBP 4.37 Millions in
Current Year compared to Profit before Tax of GBP
3.97 Millions in previous year. Despite the reduction
in earnings, the Company maintained profitability
through cost rationalisation and a strategic shift
towards operational optimisation.
Benzlers Group (Nordic and Europe)
Benzlers Group has witnessed a decrease in Sales
Revenue of 13.8% to GBP 12.5 Millions in the current
year compared to GBP 14.5 Millions in the previous
year. The Company's EBITDA Margin is GBP 2.36
Millions in the current year compared to GBP 0.95
Million in the previous year. Profits before Tax and
exceptional income have increased to GBP 2.06
Millions compared to 0.80 Million in the previous
year. Despite the reduction in earnings, the Company
maintained profitability through cost rationalisation
and a strategic shift towards operational optimisation.
Radicon Transmission UK Limited
The Sales Revenue for the year has decreased by 19%
to GBP 8.86 Millions compared to GBP 10.98 Millions
in the previous year. EBITDA Margin has decreased
to GBP 1.07 Millions compared to GBP 1.83 Millions
in the previous year. Profits before Tax are GBP 0.75
Million in the current year compared to 1.35 Million in
the previous year.
Radicon Drive Systems, Inc. (Radicon USA)
Radicon-USA has witnessed an increase in Sales
Revenue of 10.2% to GBP 9.30 Millions in the current
year compared to GBP 8.44 Millions in the previous
year. EBITDA decreased in the current year to GBP
1.90 Million, compared with the previous year of GBP
2.35 Millions. Generating a Profit before Tax of GBP
1.43 Million in the current year compared to GBP 1.78
Million in the previous year. Despite the reduction
in earnings, the Company maintained profitability
through cost rationalisation and a strategic shift
towards operational optimisation.
Elecon Singapore Pte. Limited
During the year under consideration, revenue of
Elecon Singapore Pte. Ltd., has increased by 21.6%
from USD 2.68 Millions 2023-24 to USD 3.26 Millions
2024-25. EBITDA has increased by 92.8% from 0.15
Million 2023-24 to USD 0.29 Million 2024-25.
Elecon Middle East FZCO, Dubai (Consolidated)
During the year, total revenue of Elecon Middle East
FZCO (consolidated) has increased by 60.4 %, from
AED 32.08 Millions 2023-24 to AED 51.46 Millions
2024-25. Increase in EBITDA by 66.61% from AED 5.45
Millions 2023-24 to AED 9.08 Millions 2024-25.
Elecon Middle East FZCO, Dubai
During the year, total revenue of Elecon Middle East
FZCO has increased by 58.9%, from AED 31.98 Millions
2023-24 to AED 50.82 Millions 2024-25. Increase in
EBITDA by 66.85% from AED 5.43 Millions 2023-24 to
AED 9.06 Millions 2024-25.
Elecon Radicon Africa (Pty) Ltd.
Elecon Middle East FZCO, Dubai, a Wholly Owned
Subsidiary of the Company has incorporated its
wholly owned subsidiary namely "Elecon Radicon
Africa (Pty) Limited" on November 17, 2023. During
the year, total revenue of Elecon Radicon Africa (Pty)
Limited ZAR 3.17 Millions 2024-25 compared to
ZAR 0.55 Million in previous year and EBITDA ZAR
0.16 Million 2024-25 compared to previous year ZAR
0.12 Million.
Financial Performance - Associate
Eimco Elecon (India) Limited (EEIL)
During the year, EEIL has achieved a Turnover of
' 24,647 Lakhs for financial year ended on March 31,
2025 as against ' 22,750 Lakhs in the previous year. For
the year ended on March 31,2025; EEIL has achieved
Earnings Before Interest (Finance Cost), Depreciation
& Amortisation and Tax (EBIDTA) including other
income of ' 7,401 Lakhs as against the EBIDTA of
' 5,649 Lakhs during the previous year.
With the consent of the Board of Directors, the
Company executed a Termination Agreement on
April 23, 2025, effectively ending all shareholders
agreements previously entered into with Tamrock
Great Britain Holdings Limited and other associated
companies or individuals. As a result of this
Termination, Eimco Elecon (India) Limited is ceased
to be classified as an Associate Company of the
Company, effective from April 23, 2025.
? Directors & Key Managerial Personnel (KMPs)
Cessation of Tenure of Independent Director
During the year under review, there has been no
cessation in the tenure of Independent Directors.
New Appointment
Mrs. Natasha Treasurywala (DIN: 07049212), was
appointed as a Non-Executive & Independent Woman
Director of the Company effective from April 24, 2025
for a period of five years, not liable to retire by rotation,
subject to approval of the members.
Members' approval for her appointment as an
Independent Woman Director, under Sections 149 and
152 of the Companies Act, 2013 and under Regulation
17(1A) and Regulation 25 of Listing Regulations has
been sought in the Notice convening the 65th Annual
General Meeting of the Company.
Mrs. Natasha Treasurywala is an advocate and partner
in M/s. Desai & Diwanji's corporate commercial
practice group. Her practice includes a wide range of
transactions including mergers and acquisitions, joint
ventures, structured finance and general corporate
law. She regularly advises on high value, cross border
M&As. She also advises commercial and investment
banks, financial institutions, private equity sponsors
and borrowers in connection with secured and
unsecured credit facilities, cross-border acquisition
financings with a particular focus on non-convertible
debenture and bond issuances.
She has been named as one of the India's top 100
lawyers by Forbes consistently in 2021, 2022 and
2023. She was also honoured as one of the India's top
50 super lawyers by Asian Legal Business in 2023.
In the opinion of the Board, she has the requisite
skills and capabilities for handling the desired roles
& responsibilities as a Non- Executive & Independent
Woman Director of the Company, her vast experience
in the realm of various fields will be beneficial to the
Company. Further, she possesses relevant proficiency
which will bring tremendous value to the Board and to
the Company.
In terms of Section 149 and other applicable
provisions of the Companies Act, 2013 and Regulation
16(1)(b) and other applicable regulations of the
Listing Regulations, an Independent Director shall
hold office for a term of five consecutive years and
not be liable to retire by rotation. Accordingly, Mrs.
Natasha Treasurywala (DIN: 07049212) is appointed
as an Independent Director to hold office for a term of
five consecutive years from the date of April 24, 2025
and shall not be liable to retire by rotation.
Director Retiring by rotation
In accordance with the provisions of the Companies
Act, 2013 and the Articles of Association of the
Company, Mr. Aayush Alkesh Shah (DIN: 07140517),
Director retires by rotation at the forthcoming
65th Annual General Meeting of the Company and
being eligible, offers himself for re-appointment.
The Board recommends his appointment for your
approval.
Disclosures by Directors
None of the Directors of your Company is disqualified
as per provisions of Section 164(2) of the Companies
Act, 2013. Your Directors have made necessary
disclosures to this effect as required under Companies
Act, 2013.
Declaration by Independent Directors
The Company has received necessary declarations
from each Independent Director under Section 149(7)
of the Companies Act, 2013 and under Regulation
25(8) of Listing Regulations, that he/she meets the
criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b)
of Listing Regulations, respectively.
Meetings
During the year under review, four Board Meetings,
four Audit Committee Meeting, one Stakeholders
Relationship Committee Meeting, one Nomination
and Remuneration Committee Meeting, one Corporate
Social Responsibility Committee Meeting, two Risk
Management Committee Meetings and one Separate
Meeting of Independent Directors were held. During
the year, no resolutions were passed by way of circular
by the Board of Directors. However, Audit Committee
had passed one resolution by way of circular. The
intervening gaps between the Board and Committee
Meetings were within the period prescribed under the
Companies Act, 2013 and Listing Regulations.
Composition of Various Committees
Details of various committees constituted by the
Board as per the provisions of Companies Act, 2013
and Listing Regulations and their meetings are given
in the Corporate Governance Report which forms a
part of this report.
Meeting of Independent Directors
The Independent Directors met on March 05, 2025
without attendance of Non-Independent Directors
and Members of the Management. The Independent
Directors reviewed the performance of Non¬
Independent Directors and Board as a whole and
assessed the quality, quantity and timeliness of flow
of information between the Company Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
Nomination and Remuneration Policy
The Board has framed a policy for selection and
appointment of Directors, Key Managerial Personnel
(KMP) and Senior Management Personnel (SMP) and
their remuneration.
As and when need arises to appoint Director, KMP and
SMP the Nomination and Remuneration Committee
(NRC) of the Company will determine the criteria
based on the specific requirements. NRC, while
recommending candidatures to the Board, takes into
consideration the qualification, attributes, experience
and independence of the candidate. Director(s),
KMP(s) and SMP(s) appointment and remuneration
will be as per NRC Policy of the Company.
The salient features of the NRC Policy of the Company
have been disclosed in the Corporate Governance
Report, which is a part of this report. The said
Policy is available on the Company's website on
https://www.elecon.com/views/templates/admin-
uploads/Investors/Policies/Nomination%20&%20
Remuenration%20Policy%20-25.04.2023.pdf.
Familiarisation Programme for the Independent
Directors
In compliance with the requirements of Listing
Regulations, the Company has put in place a
Familiarisation Programme for Independent
Directors to familiarise them with the working of
the Company, their roles, rights and responsibilities
vis-a-vis the Company, the industry in which the
Company operates, business model etc., alongwith
updating on various amendments in the Listing
Regulations and the Companies Act, 2013. The policy
on Familiarisation Programme is uploaded on the
website of the Company and can be accessed through
web link https://www.elecon.com/views/templates/
admin-uploads/Investors/Policies/Details-of-
Familiarization-Programmes-for-IDs.pdf.
The Company has conducted the familiarisation
programme for Independent Directors of the
Company, details for the same have been disclosed
on the Company's website https://www.elecon.com/
investors/corporate-information.
Evaluation of Board and Senior Management
Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of Listing Regulations, the Board
has carried out an annual performance evaluation of
its own performance, the directors individually as well
as the evaluation of the working of its Committees.
Further, the Nomination and Remuneration Committee
has carried out the performance evaluation of Senior
Management including the Company Secretary and
Chief Financial Officer of the Company. The manner
in which the evaluation was carried out has been
explained in the Corporate Governance Report which
forms a part of this report.
Key Managerial Personnel (KMP)
As on the date of this report, the following are the
Key Managerial Personnel ("KMPs") of the Company
as per Sections 2(51) and 203 of the Companies Act,
2013:
• Mr. Prayasvin B. Patel, Chairman & Managing
Director
• Mr. Narasimhan Raghunathan, Chief Financial
Officer
• Mrs. Bharti Isarani, Company Secretary
? Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act,
2013, with respect to the Directors' Responsibility
Statement, the Board of Directors confirmed that:
(a) In the preparation of the annual accounts, the
applicable accounting standards have been
followed alongwith proper explanation relating
to material departures;
(b) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the financial year and of the profit of the
Company for the period;
(c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
(d) The Directors have prepared the annual accounts
on a going concern basis;
(e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and
(f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
^ Board Diversity
The Company recognises and embraces the
importance of a diverse board in its success.
The Company believes that a truly diverse board
will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience,
cultural and geographical background, age, ethnicity,
race and gender, which will help the Company to retain
its competitive advantage. The Board has adopted the
Board Diversity Policy which sets out the approach
to diversity of the Board of Directors. The policy is
available on our website at https://www.elecon.com/
views/templates/admin-uploads/Investors/Policies/
Index-Elecon-Board-Diversity-Policy-30.08.2022.pdf
^ Related Party Transactions
All contracts or arrangements with related parties,
entered during the financial year were at arm's length
basis and in the ordinary course of the Company's
business. All such contracts or arrangements were
entered into with prior approval of Audit Committee.
No material contract or arrangement with related
parties was entered into during the year under review.
Therefore, there is no requirement to report any
transaction in Form No. AOC-2 in terms of Section 134
of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014.
The policy on Related Party Transactions as approved
by the Board is uploaded on the Company's website
at https://www.elecon.com/views/templates/admin-
uploads/Investors/Policies/RPT-Policy-2022-FINAL.
pdf. None of the Directors or any Key Managerial
Personnel has any material pecuniary relationships or
transactions vis-a-vis the Company.
^ Auditors
Statutory Auditors
M/s. C N K & Associates, LLP Chartered Accountants,
appointed as Statutory Auditors of the Company for
a period of 5 (five) years i.e. from the conclusion of
61st Annual General Meeting for the Financial Year
2020-21.
The Board has taken note and M/s. C N K & Associates
LLP, Chartered Accountants have confirmed their
eligibility under Section 141 of the Companies Act,
2013 and the Rules framed thereunder as Statutory
Auditors of the Company. As required under Listing
Regulations, the Auditors have also confirmed that
they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of
India.
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, the Cost Audit records maintained by
the Company in respect of its manufacturing activity
are required to be audited. Your Directors have, on the
recommendation of the Audit Committee, appointed
M/s. Ketki D. Visariya & Co., Cost Accountants as Cost
Auditors to audit the cost accounts of the Company
for the financial year ended on March 31, 2026 at a
remuneration of ' 1,70,000/- p.a. As required under
the Companies Act, 2013, the remuneration payable to
the Cost Auditors is required to be placed before the
Members in a General Meeting for their ratification.
Accordingly, a Resolution seeking Member's
ratification for the remuneration payable to M/s. Ketki
D. Visariya & Co., Cost Auditors is included in the
Notice convening the 65th Annual General Meeting.
The Cost Audit Report provided by the Cost Auditors
of the Company i.e. M/s Ketki D. Visariya & Co., for the
financial year 2023-24 was filed with the Ministry of
Corporate Affairs within the statutory period.
Secretarial Auditors
Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
M/s. Samdani Shah & Kabra, Company Secretary in
Practice to undertake the Secretarial Audit of the
Company for the financial year 2024-25. The Report
on the Secretarial Audit carried out by the Secretarial
Auditor i.e. M/s. Samdani Shah & Kabra, Practicing
Company Secretary during the Financial Year 2024-25
is annexed herewith as “Annexure A". The Secretarial
Audit Report does not contain any qualification,
reservation or adverse remark.
Further, as per Regulation 24A (1) of the Listing
Regulations, the Company may appoint an individual
for not more than one term of five consecutive
years and a Secretarial Audit Firm for not more than
two terms of five consecutive years as Secretarial
Auditors of the Company with the approval of its
shareholders in its Annual General Meeting. In view of
the same, your Directors, on the recommendation of
the Audit Committee appointed M/s. Samdani Shah
& Kabra, Vadodara, Practicing Company Secretary, for
the first term of five consecutive years to carry out the
Secretarial Audit of the Company from financial year
2025-26 upto financial year 2029-30 and to fix their
remuneration.
Members' approval for appointment of M/s. Samdani
Shah & Kabra, Vadodara, Practicing Company
Secretary, under Regulation 24A(1) of the Listing
Regulations has been sought in the Notice convening
the 65th Annual General Meeting of the Company.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial
Year 2024-25 for all the applicable compliances as per
Listing Regulations and Circulars/Guidelines issued
by SEBI from time to time. The Annual Secretarial
Compliance Report for abovesaid financial year
shall be submitted to the stock exchanges within
prescribed time limit as per Listing Regulations.
^ Internal Financial Control Systems and their adequacy
Your Company has an effective internal control
and risk mitigation systems, which are constantly
assessed and strengthened with new/revised
standard operating procedures. The Company's
internal control system is commensurate with its size,
scale and complexities of its operations. The main
thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides
benchmarking controls with best practices in the
industry.
The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the
internal control systems and suggests improvements
to strengthen the same. The Company has a robust
Management Information System, which is an integral
part of the control mechanism.
The Audit Committee of the Board of Directors, the
Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings
and corrective actions are taken by the Management.
Audit plays a key role in providing assurance to the
Board of Directors. Significant audit observations
and corrective actions taken by the Management
are presented to the Audit Committee of the Board.
To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the
Audit Committee.
^ Risk Management
Being one of the top 500 Listed Companies, the
Company has implemented Risk Management
System. The Board of the Company has constituted
a Risk Management Committee to frame, implement
and monitor the risk management plan for the
Company. The said committee is responsible for
reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional
oversight in the areas of financial risks and controls.
The details pertaining to the composition of the Risk
Management Committee are included in the Corporate
Governance Report, which is a part of this report.
^ Corporate Social Responsibility (CSR) Initiatives
In accordance with the provisions of Section 135 of the
Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014, your Company has
adopted CSR policy on the recommendation of the
Members of the CSR Committee and with the approval
of the Board. The CSR policy may be accessed on the
Company's Website at the https://www.elecon.com/
views/templates/admin-uploads/Investors/Policies/
Index-CSR%20Policy-05.05.2021-30.08.2021.pdf
The Composition of the Committee and other details
are provided in Corporate Governance Report, which
is a part of this Annual Report.
The Company implements various CSR activities
directly and / or through the implementing agencies
and the activities undertaken by the Company are in
accordance with Schedule VII of the Companies Act,
2013. The Report on CSR activities as required under
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and amendments thereto, is given
in ''Annexure B", forming part of this report.
? Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as
“Annexure C ".
? Particulars of Employees
Disclosures relating to remuneration and other details
as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms a part of this Report as “Annexure D"
Details of employee remuneration as required
under the provisions of Section 197 of the
Companies Act, 2013 and Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are available
to any Shareholder for inspection on request. If
any Shareholder is interested in obtaining a copy
thereof, such Shareholder may write to the Company
Secretary, where upon a copy would be sent through
email only. The Annual Report excluding the aforesaid
information is being sent to the members of the
Company.
^ Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of Listing Regulations,
Business Responsibility and Sustainability Report
(BRSR) is mandatory for the top 1,000 listed
companies (by market capitalisation).
Your Company being covered under top 500
companies, BRSR is applicable to it. The BRSR is
forming part of the Annual Report and annexed as
“Annexure- E".
On a voluntary basis, your Company has obtained
Reasonable Assurance for the BRSR Core Key
Performance Indicators (KPIs) and Limited Assurance
for the Essential Indicators from CNK & Associate
LLP. This assurance report is annexed alongwith the
BRSR.
^ Corporate Governance
Pursuant to Regulation 34(3) read with Schedule
V of the Listing Regulations, separate reports on
Management Discussion & Analysis and Corporate
Governance together with a certificate from the
Practicing Company Secretary form part of this
Report.
Your Company is committed to maintain the highest
standards of Corporate Governance, reinforcing the
valuable relationship between the Company and
its Stakeholders. A detailed report on Corporate
Governance is annexed as “Annexure F" to this Report
alongwith the Auditors' Certificate on its compliance
by the Company.
^ Compliance of Secretarial Standards
The Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India.
^ Prevention of Sexual Harassment at Workplace
The Company has zero tolerance towards sexual
harassment at the workplace and has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. As required under law, an
Internal Committee (IC) has been constituted for
reporting and conducting inquiry into the complaints
made by the victim on the harassment at the work
place. During the year under review, there were no
complaints pertaining to sexual harassment.
The policy on Sexual Harassment at Workplace is
placed on the Company's website at https://www.
elecon.com/views/templates/admin-uploads/
Investors/Policies/POSH-Policy-Final.pdf.
Vigil Mechanism / Whistle Blower Policy
The Company has in place a Vigil Mechanism/Whistle
Blower Policy for Directors and Employees to report
their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code
of Conduct. The Mechanism provides for adequate
safeguards against victimisation of Director(s) and
Employee(s) who avail the mechanism.
The Vigil Mechanism/Whistle Blower Policy is
available on Company's website at https://www.
elecon.com/views/templates/admin-uploads/
Investors/whistle-blower-policy/Elecon-Whistle-
Blower-Policy-2022-new.pdf.
Material Subsidiaries
The Board of Directors of the Company has approved
a Policy for determining material subsidiaries, which
is in line with the Listing Regulations as amended
from time to time. The policy is available on our
website at https://www.elecon.com/views/templates/
admin-uploads/Investors/Policies/Elecon-Policy-on-
Determining-Material-Subsidiary-2020.pdf
The Company does not have material subsidiary
company.
Annual Return
The annual return of the Company as on March 31,
2025 in the prescribed format is available on the
Company's website. The web-link is as under:
https://www.elecon.com/investors/annual-return-
as-provided-under-section-92-of-the-companies-
act-2013
Significant and Material Orders passed by the
Regulators or Courts or Tribunals
There is no significant material orders passed by the
Regulators / Courts/ Tribunals which would impact
on the going concern status of the Company and its
future operations.
^ Application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016
During the financial period under review, no
application is made or pending under the Insolvency
and Bankruptcy Code, 2016 ("IBC 2016") against the
Company.
^ Reporting of Frauds
There was no instance of fraud during the year under
review, which required the Statutory Auditors and/or
Secretarial Auditors to report to the Audit Committee,
Board and/or Central Government under Section
143(12) of the Companies Act, 2013 and Rules framed
thereunder.
^ Insurance
The Company takes a very pragmatic approach
towards insurance. Adequate cover has been taken
for all movable and immovable assets for various
types of risks.
^ Industrial Relations/Personnel
Your Company is committed to upholding its
excellent reputation in the field of Industrial relations.
Through continuous efforts, the Company invests
and improvises development programmes for its
employees.
^ Material Changes and Commitments
There are no material changes and commitments,
affecting the financial performance of the Company
that occurred during the Financial Year to which
the Financial Statements relate and the date of this
Report.
There is no change in the nature of business during
the year under review.
^ Acknowledgement
Your Directors are highly grateful for the unstinted
guidance, support and assistance received from
the Government and Financial Institutions. Your
Directors are thankful to all valuable Stakeholders of
the Company viz. shareholders, customers, dealers,
vendors, suppliers and business associates for their
faith, trust and confidence reposed in the Company.
Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees to ensure that
the Company continues to grow and excel.
For and on behalf of Board of Directors,
Prayasvin B. Patel
Chairman & Managing Director
DIN:00037394
Place: Vallabh Vidyanagar
Date: April 24, 2025
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