Your Directors have pleasure in presenting their 38^th Annual Report together with the Audited Financial Statements of the
Company for the Year ended March 31, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Elitecon International Limited for the financial year 2024-25 are tabulated below:

BRIEF DESCRIPTION OF THE COMPANY’S
STATE OF AFFAIRS:

During the year under review the Company had earned
profit after tax of Rs.3220.99/- .

GENERAL RESERVE:

The Company has not transferred any amount to the
General Reserve for the Financial Year 2024-25.

DIVIDEND:

The Board does not recommend any dividend for the
Financial Year 2024-25.

CHANGES IN SHARE CAPITAL

The Company increased its Authorized Share Capital to
Rs.300,00,00,000/- (Rupees Three Hundred Crores Only)
consisting of 300,00,00,000/- (Three Hundred Crores
Only) Equity shares of Re.1/- (Rupee One only) each.
Consequently, Clause V of the Memorandum of Association
of the Company stands altered.

The Company made a Preferential issue of 15,85,00,000
(Fifteen Crores Eighty Five Lakhs only) Convertible warrants
in its Extra ordinary General meeting held on September
02, 2024. Subsequently, the Board in its meeting held on
January 02, 2025, allotted 13,60,00,000 (Thirteen Crores
Sixty Lakhs) fully Paid-up Equity Shares of Rs.10/- (Rupees
Ten only) each of the Company ("Equity Share”) upon
conversion of Warrants into Equity shares of the Company.

The Company made 2^nd Preferential issue in financial
year 2024-25 of 2,27,90,000 (Two Crores Twenty-
Seven Lakhs Ninety Thousand) Equity Shares in its Extra
ordinary General meeting held on December 18, 2024.
Subsequently, the Board in its meeting held on January 03,
2025, allotted 2,26,40,000 (Two Crores Twenty Six Lakhs
Forty Thousand) fully Paid-up Equity Shares of Rs.10/-
(Rupees Ten only) each of the Company ("Equity Share”).

CHANGES IN THE NATURE OF BUSINESS:

During the Financial Year 2024-25, the company expanded
its operations into the agro products business segment.
From this new venture, the company generated a total
revenue of ^31,30,72,000/- (Rupees Thirty-One Crores,
Thirty Lakhs, Seventy-Two Thousand only).

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014 for
the financial year 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Details of Loans, Guarantees or Investments under Section
186 of the Companies Act, 2013 are given in the notes to
the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

The Company has an adequate Internal Control System,
commensurate with the size, scale and complexity of its
operations. The scope of work includes review of process
for safeguarding the assets of the Company, review of
operational efficiency effectiveness of systems and processes,
and assessing the internal control strengths in all areas.

Pursuant to Section 138 of the Companies Act, 2013 read
with rule 13 of the Companies (Accounts) Rules, 2014, Rajeev
Jain the Proprietor of M/s. Jain & Rajeev Associates (Firm
Registration Number: 0275217; Membership Number: 097354)
was appointed as the Internal Auditor of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES:

In pursuance of the provision of Section 135 of the
Companies Act, 2013, the CSR provisions are not
applicable to your Company.

ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the Annual Return is available on the
website of the Company on the following link: https://
eliteconinternational.com/ .

FRAUDS REPORTED BY AUDITORS UNDER
SECTION 143:

There have been no instances of fraud reported by the
Statutory Auditors under Section 143 of the Act read with
relevant Rules framed thereunder either to the Company
or to the Central Government.

DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES:

The Company has following Subsidiaries:

1. Golden Cryo Private limited

2. Elitecon International FZ-LLC (UAE)

3. Elitecon International PTE LTD (Singapore)

Company has no Associate company and Joint venture.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013,
the Directors would like to state that:

i) In the preparation of the annual accounts, the
applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were 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 or loss of the Company for the
year under review.

iii) 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.

iv) The Directors have prepared the annual accounts on
a going concern basis.

v) The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

vi) The Directors had devised proper system to ensure
compliance with the provisions of all applicable
laws and that such system were adequate and
operating effectively.

APPOINTMENT/RESIGNATION OF DIRECTORS
AND KEY MANAGERIAL PERSONNEL:

During the year 2024-25, there were movements in the
Board members and positions of Key Managerial Personnel
(“KMP”) in the Company.

None of the Directors of the Company are disqualified as per
the provisions of Section 164 of the Companies Act, 2013.

The details of appointments and resignations of Directors/ KMP during the Financial Year 2024-25 are as follows:-

After the Financial Year closure, the following changes took place in Board of Directors and KMP of the Company:-

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other
Board business. During the year under review, 21 (Twenty one) Board meetings were held. The intervening gap between
the two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board
meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.

The Board met on April 13, 2024; May 24, 2024; May 28, 2024; June 18, 2024; July 06, 2024; July 12, 2024; August 05,
2024; August 09, 2024; August 13, 2024; September 04, 2024; September 28, 2024; November 14, 2024; November 20,
2024; November 22, 2024; January 02, 2025; January 03, 2025; January 16, 2025; January 21, 2025; January 30, 2025;
March 21, 2025; March 24, 2025.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013
and SEBI (LODR) Regulation, 2015, 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 Audit, Nomination &
Remuneration Committee.

The result of the evaluation done by Independent Directors
was reported to the Chairman of the Board. It was
reported that the performance evaluation of the Board &
Committee’s was satisfactory. The Chairman of the Board
provided feedback to the Directors on an individual basis,
as appropriate. The Directors expressed their satisfaction
with the evaluation process.

DIRECTORS’ REMUNERATION POLICY AND
CRITERIA FOR MATTERS UNDER SECTION 178:

The current policy is to have an appropriate mix of
Executive, Non-Executive and Independent Directors to
maintain the independence of the Board, and separate its

functions of governance and management. As of March
31 2025, the Board had five (5) Directors.

The Policy of the Company on directors’ appointment
and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a
director and other matters, as required under sub-section
(3) of section 178 of Companies Act, 2013 is in place and
maintained by company as per law

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
& OUTGOINGS:

The provisions of Section 134(3)(m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules,
2014 with respect to the particulars of conservation of
energy, technology absorption etc. are not applicable
to the Company.

During the period under review the total amount of foreign
exchange earnings was Rs.165,31,74,000/- (Rupees One
Hundred Sixty Five Crores Thirty One Lakhs Seventy Four
Thousand Only) and total amount of foreign outgo was Nil.

RELATED PARTY TRANSACTIONS:

The details of the transactions with related parties
during the Financial Year 2024-25 are provided in
the accompanying financial statements. Form AOC-
2 pursuant to Section 134 (3) (h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is
attached as Annexure-A.

MATERIAL CHANGES / COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH FINANCIAL
STATEMENTS RELATE AND THE DATE OF THIS
REPORT:

No significant and material changes have occurred
between the end of the financial year of the Company
to which the financial statements relate and the
date of the report.

CHANGE IN NAME OF COMPANY

No change has happened in the name of the Company in
the financial year 2024-25

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern
status and Company’s operations in future.

AUDITORS:

In terms of provisions of Section 139 of the Companies
Act, 2013, M/s V.N. Purohit & Co, Chartered Accountants
(FRN: 304040E), Chartered Accountants, were appointed
as Statutory Auditors of the Company for a term of five
consecutive years, to hold the office from the conclusion
of 36^th Annual General Meeting until the conclusion of 41^st
Annual General Meeting to be held in the year 2028.

AUDITOR’S REPORT:

The observation made in the Auditors' Report read
together with relevant notes thereon are self-explanatory
and hence, do not call for any further comments under
Section 134 of the Companies Act, 2013. The Auditors'
Report does not contain any qualification, reservation or
adverse remark.

SECRETARIAL AUDIT:

The Board had appointed Mr. Aakash Goel, Proprietor of G
Aakash & Associates, Company Secretaries (Membership
No. A57213, CP No.21629), to carry out Secretarial Audit
Pursuant to provision of Section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The Secretarial
Audit report is annexed herewith as “Annexure B”
for the financial year 2024-25.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from
each of the Independent Directors, 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.

INDEPENDENT DIRECTOR MEETING:

During F.Y. 2024-25, one (1) meeting of the Independent
Directors was held on March 13, 2025. The Independent
Directors, inter-alia, reviewed the performance of Non¬
Independent Directors, Board as a whole and Chairman of
the Company, taking into account the views of executive
directors and non-executive directors.

RISK MANAGEMENT:

In today’s economic environment, Risk Management plays
a very important part of business. The main aim of risk
management is to identify, assess, prioritize, monitor and
take precautionary measures in respect of the events
that may pose risks to the business. The Company is not
subject to any specific risk except risks associated with
the general business of the Company as applicable to the
industry as a whole.

At present the Company has not identified any element
of risk which may threaten the existence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the
Act and the revised Regulation 22 of the SEBI (LODR)
Regulation, the Company has adopted Whistle Blower
Policy, as part of vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the
attention of the management any issue which is perceived
to be in violation of or in conflict with the fundamental
business principles of the Company.

This vigil mechanism provides for adequate safeguards
against victimization of employees and directors who avail
of the vigil mechanism and also provide for direct access
to the chairperson of the Audit committee, in exceptional
cases. The Company Secretary is the designated officer
for effective implementation of the policy and dealing with
the complaints registered under the policy.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN:

The Company is committed to provide and promote a safe,
healthy and congenial atmosphere irrespective of gender,
caste, creed or social class of the employees. Pursuant to
the provisions of 134 of Companies Act 2013, the Company
has duly constituted the Internal Complaints committee.
During the year under review, there was no case filed
pursuant to the sexual harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013
and Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
details of employees as required is enclosed in Annexure -3.

MANAGEMENT’S DISCUSSION AND ANALYSIS
REPORT:

In terms of the provisions of Regulation 34 of the
Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015, the
Management’s Discussion and Analysis is presented in a
separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-
16/013 dated 2^nd September, 2015, of Securities and
Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Paid
up Equity capital as on the last day of previous Financial
Year i.e. on 31^st March 2024 and Net Worth both were not
exceeding the limit as given under the regulation 15 of the
Securities and Exchange Board of India (Listing Obligations
And Disclosure Requirements) Regulations, 2015.

Therefore, in terms of the said circular the compliance
with the corporate governance provisions as specified in
Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub regulation (2) of regulation 46 and
Para C, D and E of Schedule V are not applicable to our
Company during the year 2024-25.

AUDIT COMMITTEE:

The Audit Committee of the Company consist of the
following members:-

1. Ms. Preeti - Chairperson

2. Mr. Venkata Ramesh Penum

3. Mr. Vipin Sharma - Member

4. Mr. Ish Sadana- Member*

*Ceased to be member upon resignation w.e.f July 27, 2025.

The Committee met 4 (Four) times on 28.05.2024;
13.08.2024; 14.11.2024 and 30.01.2025 during the
financial year 2024-25. The minutes of the meetings of the
Audit Committee were discussed and taken note by the
Board of Directors. The Statutory Auditor, Internal Auditor
and Executive Directors/ Chief Financial Officer are invited
to the meeting as and when required.

NOMINATION AND REMUNERATION
COMMITTEE:

The Nomination and Remuneration Committee of the
Company consist of the following members:-

1. Ms. Preeti -Chairperson

2. Mr. Venkata Ramesh Penum - Member

3. Mr. Susanta Kumar Panda - Member

4. Mr. Ish Sadana- Member

5. Ms. Monam Kapoor - Member*

*Ceased to be member upon resignation w.e.f June 06, 2025.

The Committee met 2 (Two) times on 18.06.2024 and
21.03.2025 during the financial year 2024-25. The minutes
of the meetings of the Nomination and Remuneration
Committee were discussed and taken note by the
Board of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company
consist of the following members:-

1. Ms. Preeti - Chairperson

2. Mr. Vipin Sharma -Member

3. Mr. Dayanand Ray - Member

The Committee met on 21.03.2025 during the
financial year 2024-25.

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore there
were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENTS:

The Board of Directors of the Company would like to
express their sincere appreciation for the assistance and
co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and
members during the year under review. The Directors also
wish to place on record their deep sense of appreciation
for the committed services by the Company's executives,
staff and workers.

By and on behalf of BOARD OF DIRECTORS

Sd/- Sd/-

(VIPIN SHARMA) (DAYANAND RAY)

Date: September 06, 2025 Managing Director Executive Director

Place: New Delhi DIN: 01739519 DIN: 07478810