We present our Annual Report together with the Audited Financial Statements ofyour Company for the year ended March 31, 2025.

Financial Results

We are pleased to report that the Company reaffirmed its operational resilience in a volatile business environment marked by supply chain worries, rising costs, geopolitical tensions, and others. This, we consider, underscores the efficacy of the management’s operational strategies and the Company’s competitive strengths.

As indicated in quarterly disclosures, both domestic and global economic and trading conditions had affected market sentiment and margins across many manufacturing sectors. The Company’s performance was not entirely insulated from such headwinds; margins moderated in the year, which however should be viewed as transient circumstances. The gross cash earning (PBDT) of INR 68.51 crores, we believe, speaks positively for the Company’s intrinsic strengths. After a significant payout of Tax, the Board in accordance with its Dividend Distribution Policy recommends maintaining Dividend at INR 2/- per share on the enhanced capital (as below) for the year ending March 31, 2025, to be paid after shareholder approval.

Share Capital & Resources

In the previous year 14,35,750 warrants had been allotted on a preferential basis to 12 subscribers (including 1,05,750 to 2 promoter group entities) at an issue price of INR 975 per warrant, with an initial payment of 35% of the warrant price and the balance 65% payable at warrant holder’s option anytime within 18 months from allotment. Each fully paid-up warrant entitles subscription to and allotment of 1 equity share of INR 10 of the Company at a premium of INR 965. During the year, 4 subscribers (including promoter group entities) exercised their options well ahead of the final date by payment of the balance 65% and were allotted a total of 2,65,750 equity shares. The capital of the Company now stands at INR 22.30 crores comprising of 2,23,00,391 equity shares of INR 10 each. Assuming full

conversion of outstanding warrants (when fully paid up) the equity capital will be INR 23.47 crores by July 2025. Net Worth is now INR 616.87 crores (INR 560.51 crores). There is no long-term debt relating to current operations, and only a modest debt for working capital is utilized from Banks. Significant liquidity is earmarked for growth.

Capital raised through the 2 preferential issues over the earlier years and a QIP in the previous year is being utilized for the purposes stated and is monitored as required. The Promoter Group invested in both preferential offers, has converted warrants into equity earlier than scheduled, and is subject to longer lock-in periods than the others; any prima-facie dilution in promoter holdings have been purely a consequence of allotments made to others.

Review of Key Business Matters

The Indian economy has been resilient, as per a recent statement of the Reserve Bank of India, despite the environment of elevated trade, protectionist, and tariff-related uncertainties. Global growth aspirations continue to face significant headwinds with policy shocks, uncertainty and indifferent consumer sentiment; these also prompted the International Monetary Fund (IMF) to revise global growth projections downwards. Despite its own challenges, the Indian economy expects to grow at over 6% on the back of policies, and consolidating role as a geopolitical alternative. Further, in the context of the Company’s investment undertaken in the UAE, we are optimistic about the growing integration of UAE-based manufacturing into global supply chains.

The Company again delivered worthy operational performance. Aggregate production across units rose by 18% to 33,014 MT (previous year: 27,891 MT), yielding a revenue increase of 15% to INR 535.28 crores (INR 465.41 crores). In our sectors, revenue value is influenced by product mix, pricing dynamics, and raw material cost changes, and cannot directly mirror volume. Details on operations are available in the Managements’ Discussion and Analysis.

Xpro India endures as the domestic market leader and the pioneering Indian manufacturer of premium dielectric BOPP films, and is recognized in external markets for quality, innovation, and service. The Company’s capabilities allow it to stand up successfully to zero-duty imports from manufacturers in Japan, Korea, China, and Europe.

The dielectric films market continues to expand, driven by demand from sectors such as electric vehicles, renewable energy, and consumer electronics. Xpro India’s dielectric films were consistently in demand and as always remained in a strong competitive zone. The Barjora dielectric film line operated near full capacity, continuing its strategic direction towards thinner and higher-value variants. Pricing had to be kept dynamic and flexible to retain market traction in a frequently volatile scenario, even at the risk of occasional impact on margins. Further for alignment of available capacity and domestic demand, exports were temporarily moderated.

Refrigerator OEMs - our key clients for coextruded sheets and thermoformed liners produced at Ranjangaon and Greater Noida - achieved a 16% production growth to nearly 19 million units. India’s refrigerator markets continue to grow, supported by demand from non-metros, advancing consumer preferences, and supportive government policies. Investments to expand refrigerator capacities have been announced, and the shift towards premium, and smart appliances may drive momentum to a CAGR of 10-11% through 2030. While more refrigerators means more demand for our products, pricing pressures on us will be omnipresent due to competitive burdens of our clients.

The government’s PLI scheme seems to have inspired some OEMs to install partial sheet manufacturing capacities, trimming our available market. But our established capabilities and consequent long-standing client trust ensured continued business from leading brands. During the year, Coex Division consolidated some sheet extrusion and vacuum forming capacities via acquisition of production lines from another operator; these are in operation now.

At Ranjangaon the supply of lower-cost solar power via Open Access, from associate company TP Mercury Limited, commenced from October 1, 2024 leading to significant energy cost savings, with benefits expected to continue over a 25-year contract period.

The Consolidated Accounts reflect the pre-operational deficit of the subsidiary Xpro Dielectric Films FZ-LLC, UAE (largely including provisions in compliance with applicable accounting standards) of AED 2.52 million (equivalent to INR 5.81 crores), covering legal and incorporation expenses, foreign currency fluctuation provision on supplier’s credit, accounting for leases, fees on financial facilities, etc.

The Company remains mindful of stakeholder and societal interests and pursues inclusion of ESG principles in business conduct and, going forward, expect to further improve ESG practices. Sound governance is key, supported by policies towards compliances and ethical conduct. For CSR obligations we support carefully selected initiatives. The Board continues to support management in building a future-ready, performance-driven organisation aligned with the Company’s ethos, strategic vision and potential.

Growth

As part of its long-term roadmap, the Company undertook significant capacity expansions in India and in the UAE for advanced dielectric films. These investments intend to fortify and strategically position the Company by consolidating its footprint in quality-driven user segments, with emphasis on India, Europe, and the Americas. Upon completion our dielectric film nameplate capacity will go to approximately 13,000 MT, a considerable leap from the current 4,000 MT per annum. This likely positions the Company in the mid-to-upper range of global competitors, yet affords it sufficient flexibility for enhancing its concentration on key clients and niche markets.

Given the technical complexity for manufacturing dielectric films - they range from 2 to 12 microns in thickness and require specialized equipment and controlled environments - project timelines are stretched due to long supply schedules, including for customized machinery. Both the Barjora and UAE projects variously underwent external delays including logistical and procedural challenges, and supply-related issues where suppliers had to make extra efforts to live up to the Company’s precise requirements. However, both projects can be considered to be broadly on track. Bapora has started sequential testing and dry-runs, which will spread out across the coming weeks. The UAE project is progressing steadily with capital resources and numerous equipment arrivals in place.

In the short term it is important to be conscious that increased operations may entail margin compression due to ramp-up costs and timelines, and depreciation on new assets. The projects are largely equity-funded with nominal reliance on long-term debt (limited to some supplier credits), thus derisking the business model to the extent practicable. The organic expansions are key to long-term value creation and in reinforcing our overall competitive standing. Looking ahead, as dielectric films offer growth headroom, management has been evaluating additional advanced dielectric film capacity, and a decision will be guided by techno-economic and market criteria. Parallelly, asset-light growth opportunities in non-dielectric areas are also being assessed, aligned with our competencies.

Directors And Key Management Personnel

Independent Directors Sri Amitabha Guha, Sri Ashok Jha, Sri Utsav Parekh and Sri S. Ragothaman completed their respective second term of five consecutive years as Independent Directors of the Company at the close of business hours on July 29, 2024 and consequently retired from the Board. The Board of Directors placed on record their sincere appreciation of the diligent services and valuable guidance rendered by Sri Guha, Sri Jha, Sri Parekh, and Sri Ragothaman all through their respective tenures on the Board and its Committees.

The Board, on the recommendation of the Remuneration and Nomination Committee, with effect from April 14, 2025, has appointed Sri Gaurav J Shah in the capacity of a Non-Executive Independent Director to hold office for a term of 5 years, and re-appointed Sri Utsav Parekh as a Non-Executive Non-Independent Director liable to retire by rotation; shareholders’ approval was obtained through postal ballot on May 22, 2025.

Sri Bharat Jhaver retires by rotation at the ensuing Annual General Meeting. Being eligible, he offers himself for re-appointment in terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013.

During the year, 5 Board Meetings were held as per details in the Corporate Governance Report. The Independent Directors met separately on March 4, 2025 as required.

Statutory And Other Matters

Information as per the requirements of the Companies Act, 2013 (“the Act”), our report on Corporate Governance and the Managements’ Discussion & Analysis Report form a part of this Report and are annexed hereto. The Annual Return (Form MGT-7) is available on the Company’s website at xproindia.com/annual-reports/ and information on conservation of energy, technology absorption & foreign exchange earnings and outgo is in an annexure hereto.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and this has been noted by the Board. The Board also confirms that the Independent Directors of the Company meet the criteria of expertise, experience and integrity in terms of the Act and the Listing Regulations. The Board has, on recommendation of the Remuneration and Nomination Committee, framed a policy for the appointment and remuneration of Directors and Senior Managerial Personnel and criteria for determining independence and relevant matters (policy and criteria are annexed; also available at xproindia.com/wp-content/uploads/2025/05/Remuneration.pdf). Pursuant to provisions of the Act and Listing Regulations the Board carried out annual evaluation of its performance, individually for all directors, and evaluation of all its Committees. A questionnaire was circulated to all Directors; a concerned Director does not participate in any discussion while he/she is being evaluated. The Remuneration and Nomination Committee also evaluated the performance of each Director. Evaluation of the Chairman and non-independent Directors was carried out at the meeting of Independent Directors.

The Company has formulated a Policy for determining material subsidiaries as required under Regulation i6(i)(c) of SEBI Listing Regulations, 2015 (xproindia.com/wp-content/uploads/2025/05/Material-Subsidiaries.pdf). In the year, on May 21, 2024, a wholly owned subsidiary named Xpro Dielectric Films FZ-LLC was incorporated in UAE as a Free Zone Limited Liability Company (FZ-LLC) under the Company’s Regulations of Ras Al Khaimah Economic Zone Authority; all the registration requirements were satisfied on June 3, 2024.

For Xpro Global Limited (XGL), erstwhile wholly owned subsidiary, no viable opportunities had fructified taking into account XGL’s size and scale; with the parent Company having its own plans, there was no visible advantage in retaining the holding in XGL. Accordingly, during the year the Board approved the disposal of investment in XGL for a consideration of INR 3.0 Lacs (Book Value as on March 31, 2024: INR 2.23 Lacs) to Intellipro Finance Pvt Ltd, a promoter entity. Upon completion of all applicable formalities, the shares of XGL were sold to Intellipro on September 30, 2024 and XGL ceased to be a subsidiary of the Company. At year-end the Company had one wholly owned subsidiary - Xpro Dielectric Films FZ-LLC; TP Mercury Limited is the only Associated company. A statement containing the salient features of the Financial Statement of Subsidiary Companies and Associate Company in the prescribed format is annexed herewith in Form AOC -1.

Details of guarantees and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes forming part of the financial statements. The Company has not granted any loan to which the provisions of Section 186 of the Act apply. The Company does not invite or accept any Deposits and accordingly there are none outstanding on March 31, 2025.

The Company has constituted a Risk Management Committee of the Board to, inter alia, review business risks with the responsibility of implementing and monitoring the Risk Management Policy on a periodic basis. The main objective of such policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the Company’s business and processes. The Board is informed about the identified risks, assessment thereof and minimization procedures and identification of risk elements which in the opinion of the Committee may threaten existence of the Company.

The Company has an internal control system commensurate with its size of operations. Internal audit is carried out by external agencies which report to the Audit Committee. During the course of internal audit, the efficacy and adequacy of internal control systems is also evaluated and all corrective actions are taken, based on reports or whenever merited. Transactions with related parties during the year were in the ordinary course of business and at arm’s length. There are no material related party transactions which may have a potential conflict of interest with that of the Company and to which Section 188(1) of the Act applies. Accordingly Form AOC-2 is not required to be annexed. As required under the Act, and Regulation 23 of SEBI Listing Regulations, all proposed Related Party Transactions are placed before the Audit Committee for approval or omnibus approval as appropriate; a statement of all such transactions is also placed for review. The policy on Related Party Transactions is available on the website at xproindia.com/wp-content/uploads/2025/05/RPT.pdf. The Audit Committee is compliant with Section 177 of the Act and Regulation 18 of Listing Regulations; details are given in our Corporate Governance Report. There was no instance where the Board did not accept any recommendation of the Audit Committee.

The Company has a vigil mechanism for directors and employees under a Whistle Blower Policy; no employee is denied access to the Audit Committee in this regard. The policy provides for safeguards through Protected Disclosures against victimization of persons who use such mechanism, is displayed on the Company’s website and is also annexed herewith. Information pursuant to Section 197(12) of the Act read with Rule 5 (as amended) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. A committee looks into complaints, if any, under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; no complaint was filed during the year and none are pending.

There was no change in the nature of business of the Company during the financial year. There are no significant and material orders passed by any Regulators or Courts/Tribunals which impact the going concern status of the Company and its future operations. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report. The disclosure or reporting with respect to any pending proceedings under the Insolvency and Bankruptcy Code, 2016 and instances of one -time settlements with any bank or financial institution are not applicable as there are no instances. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Corporate Social Responsibility (CSR) committee is compliant with Section 135 of the Act; details are furnished in the Corporate Governance Report. Our activities support implementing agencies or contribute to approved funds. The CSR Policy and annual report on CSR are annexed herewith. The Company is among the top 1,000 listed entities based on market capitalization on March 31, 2025.

The Dividend Distribution Policy is available at xproindia.com/wp-content/uploads/2025/05/DDP.pdf. Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of SEBI (LODR) Regulations is annexed and forms part of this Annual Report.

Certain statements in the Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, expectations, projections, or predictions may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference include economic conditions, input costs, price realization, supply chain or logistical disruptions, changes in government regulations, tax regimes, and other incidental factors.

Directors’ Responsibility Statement

As per Regulation 17(8) of SEBI Listing Regulations, 2015 the CEO and CFO certified the financial statements; which have been reviewed by the Audit Committee and taken on record by the Board. Having taken reasonable and bonafide care, pursuant to Section 134(3)^) of the Act, the Directors indicate that (i) in preparation of the annual accounts, applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) the Directors 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 the year; (iii) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors had 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; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors' Observations

The observations of Statutory and Secretarial Auditors are self-explanatory and do not call for any comments.

Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants, were re-appointed as Statutory Auditors at the 25th Annual General Meeting (“AGM”) held on June 24, 2022 to hold office for a second and final term of 5 (Five) consecutive years from conclusion of the 25th AGM till the conclusion of the 30th AGM.

Pursuant to Section 204 of the Act, Sri Girish Bhatia, practicing Company Secretary, was appointed to undertake Secretarial Audit for the year ended March 31, 2025. The report of Secretarial Auditor for FY 2024-25 is annexed herewith. The Board, on the recommendation of the Audit Committee, proposes the appointment of M/s. Mamta Binani & Associates, Practicing Company Secretaries (Firm Regn. No.: P2016WB060900) (Peer Review Certificate No. 6475/2025) as the Secretarial Auditors of the Company. The Company has received written consent, eligibility letter and other necessary declarations and confirmations from M/s. Mamta Binani & Associates, stating that they satisfy the criteria provided under Section 204 of the Act read with Regulation 24A of the Listing Regulations and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. If approved by Members, the appointment of M/s. Mamta Binani & Associates, Practicing Company Secretaries as the Secretarial Auditors will be for a period of 5 consecutive years commencing from the conclusion of 28th AGM till the conclusion of the 33rd AGM.

The Company made and maintained cost records as prescribed under the Companies Act, 2013. Cost Audit for the year ended March 31, 2025 is carried out by M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai (Registration No. 00175). The Board, on recommendation by the Audit Committee, has appointed the said M/s Sanghavi Randeria & Associates to conduct audit of cost records for the year ending March 31, 2026; under Section 148 (3) of the Act their remuneration requires approval at the ensuing AGM.

Acknowledgements

We place on record our sincere appreciation of (a) the valuable cooperation and support received at all times by the Company from all its Bankers, particularly the lead bank, State Bank of India, (b) all concerned Government and other authorities; and (c) the trust and faith of our shareholders/investors and stakeholders. We record the extremely valuable cooperation and support of the teams of RAKEZ (Ras Al Khaimah Economic Zone) and other authorities. Relations with employees were generally cordial. We record our appreciation of the sincere and dedicated services of all employees, and their working towards positivity and the growth of your Company.