Your Directors hereby present the sixty-sixth Annual Report of Elgi Equipments Limited (“Elgi/the Company”) along with
the audited financial statements for the financial year ended March 31, 2026.

Financial Results

The highlights of the standalone and consolidated performance of your Company during the fiscal year are given
hereunder:

(' in millions, except EPS)

Review of Business Operations

Consolidated revenue of the Company from operations
was '39,507 million in FY26, which was 13% higher than
the consolidated revenue of '35,104 million in FY25. The
consolidated net profit was at '4,302 million [11%] in FY26
as compared to '3,502 million [10%] in FY25.

From a segment perspective, Air compressors recorded
an annual growth of 13% and Automotive equipment
registered a growth of 12%.

The Company recognized an exceptional item of '150
million during the year ended March 31, 2026 on account
of the implementation of the Labour Codes notified by the
Government of India on November 21, 2025.

Standalone revenue of the Company from operations was
'23,429 million in FY26, which was 13% higher than the
revenue of '20,809 million in FY25. The net profit was at
'3,453 million [15%] in FY26 as compared to '3,501 million
[16.8%] in FY25.

The details of division-wise performance and other
operational details are discussed at length in the
Management Discussion and Analysis section. There was

no change in the nature of business of the Company during
the financial year ended March 31, 2026.

Share Capital

During the year under review, there were no changes in
the issued and paid-up share capital of the Company. The
issued and paid-up share capital of the Company consists
of 31,69,09,016 equity shares of face value of '1/- each,
amounting to '31,69,09,016/- as on the date of the report.

Transfer to reserves

The Company has not transferred any amount to the
General Reserve during the year under review. However,
an amount of '2,807 million of the current profits has
been carried forward under the heading ‘Retained
Earnings’.

Dividend

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), the Dividend Distribution Policy
of the Company is hosted on the Company’s website at

https://www.eigi.com/in/wp-content/upioads/2020/02/

Dividend-Policy.pdf.

For the financial year 2025-26, in line with the Dividend
Distribution Policy, the Board of Directors at its meeting
held on May 27, 2026, has recommended a dividend of
'2.70 per share (270%) on the paid-up share capital of
31,69,09,016 equity shares.

Subject to the approval of shareholders, an amount of
'856 million [Previous Year: '697 million] will be paid as
dividend after deducting applicable taxes.

Transfer of Unclaimed Dividend/Shares to
Investor Education and Protection Fund

In terms of Sections 124 and 125 of the Companies
Act, 2013 (“CA 2013”), unclaimed or unpaid dividends
relating to the financial year 2018-19 were due for
remittance to the Investor Education and Protection
Fund (“IEPF”) established by the Central Government.

Further, pursuant to Section 124(6) of the Act, read
with IEPF (Accounting, Audit, Transfer and Refund)
Rules, 2016, 27,086 equity shares of '1/- each on which
dividend had remained unclaimed for a period of
7 years have been transferred to the credit of demat
account identified by the IEPF Authority during the
year under review.

Annual Return

The Annual Return of the Company for the financial
year 2025-26 as required under Section 92(3) of the CA
2013 is available on the website of the Company and
can be accessed on the Company’s website at the link
https://www.elgi.com/in/investors/financials/ under the
tab Annual Report.

Board Meetings held during the year

During the year, seven meetings of the Board of Directors
were held. The details of the meetings are furnished in
the Corporate Governance Report which is attached to
this Report.

Committees

The Company has an Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee and Corporate
Social Responsibility Committee. Detailed note on the
composition of the Board and its Committees has been
provided in the Corporate Governance Report attached
to this Report.

Statement on compliance with Secretarial
Standards

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards, and such systems are adequate
and operating effectively.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(3)(c)
of CA 2013, with respect to Directors’ Responsibility
Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures from those
standards;

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 that period;

c. The Directors have 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;

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 had devised proper systems to ensure
compliance with the provisions of all the applicable
laws and such systems were adequate and operating
effectively.

Details in respect of frauds reported by
Auditors under Section 143(12) of CA 2013,
other than those which are reportable to the
Central Government

There were no instances of frauds identified or reported
by the Statutory Auditors during the course of their
audit pursuant to Section 143(12) of CA 2013.

Declaration of Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
both under CA 2013 and SEBI Listing Regulations and
that their name is included in the data bank as per Rule
6(3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 (as amended).

Nomination and Remuneration policy of the
Company

The Board has based on the recommendation of the
Nomination and Remuneration Committee, framed a
policy for fixing and revising remuneration of Directors,
Key Managerial Personnel, Senior Management
Personnel and other employees of the Company. The
Nomination and Remuneration policy of the Company
can be accessed on the Company’s website at the link
https://www.elgi.com/in/wp-content/uploads/2019/05/
Remuneration-Policy.pdf

The salient features of Nomination and Remuneration
policy as formulated by the company is as follows:

1. To formulate the criteria for appointment, re¬
appointment, removal of Director, Key Managerial
Personnel, Senior Management and other employees
in the Company.

2. To formulate the manner and criteria for determining
qualification, positive attributes of an independent
director;

3. To establish a transparent framework across all
levels of the Company aimed at attracting, retaining
and motivating people required to run the Company
successfully;

4. To ensure the relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks and to provide consistency
in remuneration involving a balance between fixed
and performance-based remuneration throughout
the Company

5. To align the business performance and shareholders’
interests with the performance of the Directors, Key
Management Personnel, Senior Management and
other Employees.

6. To define the types/components of remuneration to
be offered by the Company and factors the Board
shall consider (on NRC recommendation), including
criteria for payments to Non-Executive Directors.

7. To define the Company’s approach to Board Diversity,
ensuring an appropriate balance of skills, experience,
independence and representation.

8. To outline the framework for Succession Planning,
and Performance Evaluation of the Board, its
committees and individual Directors, and to review
implementation and compliance in accordance with
Applicable Laws.

Comments on Auditors' Report

The Auditors’ Report on the Financial Statements of
the company for FY2025-26 is unmodified i.e it does
not contain any qualification, reservation or adverse
remark or disclaimer and is enclosed with the financial
statements forming part of the Annual report.

The Secretarial Auditors’ Report for FY 2025-26 is
appended herewith as Annexure C to the Boards’ Report.
It does not contain any Qualification, reservation or
adverse remark.

Particulars of Loans, Guarantees or Investments
made under Section 186 of CA 2013

Details of loans given, investments made, guarantees
given and securities provided pursuant to the provisions
of Section 186 of CA 2013 have been given in the note nos.
6 and 51, to the Standalone Financial Statements.

Particulars of contracts or arrangements with
Related Parties

All transactions entered into with related parties as
defined under CA 2013 and Regulation 23 of the SEBI
Listing Regulations during the financial year 2025-26
were in the ordinary course of business and on an arm’s
length pricing basis. The same has been given in the
note no. 41 to the Standalone Financial Statements.

There are no contracts or arrangements entered into
with related parties referred to in Section 188(1) of CA
2013 that are material in nature.

The Audit Committee and the Board of Directors have
approved the Related Party Transactions Policy, which
can be accessed on the Company’s website at the link
https://www.elgi.com/in/wp-content/uploads/2019/05/
Related-Party-Transactions-Policy.pdf.

The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all
transactions between the Company and related parties.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and
outgo, technology absorption, conservation of energy
stipulated under Section 134(3)(m) of CA 2013, read
with Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed herewith as Annexure A.

Risk Management

Pursuant to the requirement of Regulation 21 of the
SEBI Listing Regulations, the Company has constituted
a Risk Management Committee (“RMC”), consisting of
Board members and senior executives of the Company.

The Company has in place a Risk Management
framework to identify, evaluate business risks and
challenges across the Company, both at the corporate
level and also separately for each subsidiary.

At present, the Company has not identified any element
of risk that may threaten its existence.

Key risks have been identified and assessed by operating
management, with support from external advisors,
following an evaluation of inherent and residual risks.
The top risks and corresponding mitigation measures
are reviewed by the RMC. Based on this framework, the
Board has adopted a Risk Management Policy governing
the overall risk management process.

As a part of the Risk Management Framework,
the Executive Committee has a structured review
mechanism to monitor the risks and reports to the
RMC the progress of mitigation initiatives relating to
the principal risks across the Company’s businesses.

The RMC periodically reviews the key risks and the
effectiveness of mitigation measures. A summary of
the mitigation actions implemented for the identified
top risks is set out below.

Risk management (Continued...)

Material Changes and commitments affecting
the financial position of the Company

There are no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year as
on March 31, 2026, and the date of this report.

Corporate Social Responsibility Initiatives

A brief outline of the Corporate Social Responsibility
(“CSR”) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year are set out as Annexure B to this report in the
format prescribed in the Companies (CSR Policy) Rules,
2014. For other details regarding the CSR Committee,
refer to the Corporate Governance Report, which is a
part of this report. The policy is available on the website
of the Company and can be accessed at the linkhttps://
www.elgi.com/in/wp-content/uploads/2019/05/CSR-
Policy.pdf.

Performance Evaluation of the Board, its
Committees and the Directors

Pursuant to the provisions of CA 2013 and SEBI Listing
Regulations, the Board of Directors has carried out
annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of
the working of its committees. The manner in which the
evaluation has been carried out has been explained in the
Corporate Governance Report attached to this report.

Statement regarding opinion of the Board with
regard to integrity, expertise and experience
(including the proficiency) of the Independent
Directors

The Board of Directors has evaluated the Independent
Directors during the year 2025-26 and opined that the
integrity, expertise and experience (including proficiency)
of the Independent Directors are satisfactory.

Directors and Key Managerial Personnel

Mr. Anvar Jay Varadaraj, Executive Director retires by
rotation at the ensuing AGM and being eligible, offers
himself for re-appointment. Your directors recommend
his re-appointment.

The Board of Directors of the Company, on the
recommendation of Nomination and Remuneration
Committee and the approval of the Audit Committee, has
re-appointed Mr. Anvar Jay Varadaraj (DIN: 07273942),

as an Executive Director of the Company for a further
term of 5 years commencing from August 2, 2026 up to
August 1, 2031 subject to approval of the shareholders
in the ensuing Annual General Meeting on the terms
and conditions as set out in the Notice convening the
Annual General Meeting. Necessary resolution in this
regard has been included in the Agenda of the notice for
the approval of the members. The Board recommends
his re-appointment.

Ms. Aruna Thangaraj, Non-Executive Independent
Director resigned with effect from closing hours of
April 14, 2026. The Board wishes to place on record its
appreciation for the services rendered by her during her
tenure as an Independent Director of the Company.

The Board of Directors of the Company, based on the
recommendations of the Nomination and Remuneration
Committee, and subject to the approval of the members
by means of a special resolution, has appointed Ms.
Padmaja Alaganandan (DIN: 02867269) on May 27, 2026,
as an additional director (woman independent director)
for the first term of five (5) consecutive years with
effect from May 27, 2026. In the opinion of the Board,
she possesses the required integrity, expertise and
experience for appointment as an Independent Director
of your Company.

Further the Board of Directors of the Company, based
on the recommendations of the Nomination and
Remuneration Committee, has appointed Mr. Varun
Jay Varadaraj (DIN: 07972025) on May 27, 2026, as an
additional director (non-executive non-independent).

Pursuant to Section 161 of the CA 2013, the additional
directors hold office until the date of the ensuing Annual
General Meeting. Accordingly, necessary resolutions in
relation to their appointment have been placed before
the members at the ensuing Annual General Meeting
and the Board recommends their appointment as
Directors of the Company.

Ms. Devika Sathyanarayana resigned as the Company
Secretary and Compliance Officer of the Company, with
effect from June 9, 2025. Mr. Rohit Gupte was appointed
as the Company Secretary, Key Managerial Personnel
and Compliance Officer effective from August 12, 2025.

Pursuant to the provisions of Section 2(51) and 203 of the
CA 2013, the Key Managerial Personnel of the Company
are Mr. Jairam Varadaraj, Managing Director, Mr. Anvar
Jay Varadaraj, Executive Director, Mr. Indranil Sen, Chief
Financial Officer and Mr. Rohit Gupte, Company Secretary.

Subsidiaries, Joint Ventures and Associate
Companies

The highlights of the performance of subsidiaries,
associates and joint venture companies and their
contribution to the overall performance of the Company
during the period under review have been disclosed in
the Management Discussion and Analysis Report.

During the year under review, the Company has 26
subsidiaries and 6 joint ventures/associate entities.
The statement pursuant to Section 129(3) of CA
2013, containing the salient features of the financial
statements of subsidiary companies, in Form AOC-1
forms part of this Annual report.

Further, during the year, Elgi Compressors USA Inc.,
a wholly owned subsidiary of the Company, has
incorporated a wholly owned subsidiary named Elgi
Equipments Arabia Company.

Elgi Compressors USA Inc., Elgi Compressors Europe
S.R.L, and Patton’s Inc., are the material subsidiaries
of the Company based on the financials for the year
ended March 31, 2026. The Board has approved a policy
for determining material subsidiaries which is available
on the website of the Company and can be accessed
at the linkhttps://www.elgi.com/in/wp-content/
uploads/2019/05/Policy-for-Material-Subsidiaries.pdf.

The Consolidated Financial Statements of the
Company and its subsidiaries prepared in accordance
with the applicable accounting standards have been
annexed to the Annual Report. The annual accounts
of the subsidiary companies are hosted on the website
of the Company viz. www.elgi.comand will also be
kept open for inspection by the shareholders at the
registered office of the Company till the date of AGM.
The Company will also provide a copy of the annual
accounts of subsidiary companies to the shareholders
upon their request.

The highlights of the performance of key subsidiary
companies and their contribution to the overall
performance of the Company are as follows:

Elgi Compressors USA Inc.

Elgi Compressors USA Inc. was originally formed as
ELGI USA LLC on June 8, 2012 and was subsequently
re-incorporated in the State of Delaware on January
18, 2013. Headquartered in Charlotte, North Carolina,
USA, the Company is engaged in the distribution and

servicing of air compressor products and compressed
air solutions across the United States, catering to
diverse industries including manufacturing, medical,
pharmaceutical, food & beverage, construction and
infrastructure sectors.

During the financial year under review, the Company,
together with its subsidiaries namely Patton’s Inc.,
Patton’s Medical LLC and Michigan Air Solutions LLC,
recorded revenue of '8,876 million as against '7,545
million in the previous financial year, registering a
growth of 18%, driven by Industrial and Medical division.

Elgi Compressors Europe S.R.L.

Elgi Compressors Europe S.R.L, was incorporated on
January 31, 2019 and is headquartered in Belgium.
The Company serves as the regional holding and
coordination entity for ELGi’s operations across Europe
and is engaged in the distribution, sales and servicing
of air compressors and compressed air solutions across
various European markets.

During the financial year under review, the Company,
together with its subsidiaries namely Elgi Compressors
Iberia S.L., Elgi Compressors UK and Ireland Limited,
Elgi Compressors Nordics, Elgi Compressors Eastern
Europe sp. z.o.o., Elgi Compressors France SAS, and Elgi
Compressors Southern Europe S.R.L, recorded revenue
of '2,682 million as against '2,497 million in the previous
financial year, registering a growth of 9%. The growth
in revenue was primarily supported by favourable
foreign exchange movements, despite continued macro¬
economic headwinds in certain key markets.

ELGi Compressors Italy S.R.L.

Elgi Compressors Italy S.R.L., headquartered in Rome,
Italy, functions as the holding and coordination entity
for the Group’s operations in Italy. The Company,
through its wholly owned subsidiary Rotair S.p.A.,
is engaged in the manufacture and sale of portable
air compressors and related equipment catering to
construction, industrial and agricultural applications.

During the financial year under review, the Company
recorded revenue of '2,758 million as against '2,332
million in the previous financial year, registering a
growth of 18%. The increase in revenue was primarily
supported by favourable foreign exchange movements,
despite subdued demand conditions arising from the
impact of USA tariff measures on Rotair products.

Industrial Air Compressors Pty Ltd

Industrial Air Compressors Pty Ltd is engaged in the
distribution, servicing and maintenance of industrial
air compressors and related equipment across the
Australian market, catering to a wide range of industrial
and commercial applications. The Company, together
with its subsidiaries namely F.R. Pulford & Sons Pty Ltd
and Advanced Air Compressors Pty Ltd, continued to
strengthen its distribution and service network across
Australia during the year under review.

During the financial year under review, the Company
recorded revenue of '1,207 million as against '1,170
million in the previous financial year. The demand
across Australian market remained soft.

ELGi Gulf FZE

ELGi Gulf FZE was incorporated on June 10, 2008 as
a Free Zone Establishment in the Sharjah Airport
International Free Zone (SAIF Zone), United Arab
Emirates. Headquartered in Sharjah, the Company is
engaged in the trading and distribution of compressors,
pumps and compressed air solutions across the Middle
East region and Africa region.

The Company, together with its subsidiary namely Elgi
Gulf Mechanical and Engineering Equipment Trading
LLC, Dubai, recorded revenue of '1,769 million as against
'1,558 million in the previous financial year, registering
a growth of 14%. The growth during the year was
primarily driven by improved demand.

ELGi Compressors Do Brasil Imp. E. Exp. LTDA.

ELGi Compressores Do Brasil Imp. E. Exp. LTDA.,
was incorporated on September 25, 2008 and is
headquartered in Itupeva, Sao Paulo, Brazil. The
Company is primarily engaged in the wholesale trade,
distribution and servicing of compressors, pumps and
related parts and components, catering to industrial
customers across Brazil.

During the financial year under review, the Company
recorded net operating revenue of '1,003 million as
compared to '698 million in the previous financial
year, registering a growth of approximately 44%. The
growth in revenue was primarily driven by increase in
distributor network.

Deposits

Your Company has not accepted any deposit within the
meaning of provisions of Chapter V of CA 2013, read with
the Companies (Acceptance of Deposits) Rules, 2014 for
the year ended March 31, 2026.

Details of significant and material orders
passed by the Regulators or Courts or Tribunals

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.

Internal Control Systems and their Adequacy

The Company has adequate internal control systems
to monitor business processes, financial reporting and
compliance with applicable regulations. The systems
are periodically reviewed for identification of control
deficiencies and formulation of time-bound action plans
to improve efficiency at all levels. The Audit Committee
of the Board constantly reviews internal control systems
and their adequacy, significant risk areas, observations
made by the internal auditors on control mechanisms and
the operations of the Company and recommendations
made for corrective action through the internal audit
reports. The Committee reviews the statutory auditors’
report, key issues, significant processes, and accounting
policies. The Directors confirm that the Internal Financial
Controls are adequate with respect to the operations of
the Company.

A report of Auditors pursuant to Section 143(3) (i) of
CA 2013 certifying the adequacy of Internal Financial
Controls is annexed with the Auditors Report.

Statutory Auditors

Price Waterhouse Chartered Accountants, LLP (Firm
Reg. No.: 012754N/N500016) Chartered Accountants,
Chennai were appointed as the Statutory Auditors of
the Company for a second term of five years at the Sixty
Second AGM of the Company held on August 12, 2022, till
the conclusion of the sixty seventh AGM to be held in the
year 2027.

Pursuant to the mandatory auditor rotation requirements
under Section 139 of the CA 2013 the audit committee
proposed its intent to recommend the appointment of
BSR & Co. LLP, Chartered Accountants (Firm Registration
No101248W/W-100022) as the statutory auditors of the
Company. The Board of Directors at its meeting held on
May 27, 2026 has approved the announcement of the
Company’s intention to recommend the appointment of
BSR & Co LLP as the statutory auditors of the Company.
The proposed appointment will be recommended by the
Board to the shareholders in the 67th Annual General

Meeting (AGM) of the Company to be held in the year
2027, for the first term of 5 (five) consecutive years till the
conclusion of the 72^nd AGM to be held in the year 2032.
The proposed intent to appoint BSR & Co. LLP is subject to
the fulfilment of all applicable regulatory requirements
including auditor independence in accordance with the
relevant laws and regulations.

Secretarial Auditors

MDS & Associates LLP, Company Secretaries, Coimbatore,
was appointed as Secretarial Auditors of the Company
to hold office for a term of five consecutive years
commencing from financial year 2025-26 till financial
year 2029-30 in the 65^th AGM of the Company, as
required under Section 204 of the CA 2013 and Rules
made thereunder. The report of the Secretarial Auditors
is attached as Annexure C.

Cost Auditors

Pursuant to the provisions of Section 148(3) of CA 2013,
the Board of Directors based on the recommendation of
the Audit Committee in its meeting held on May 27, 2026
appointed M/s. STR & Associates, Cost Accountants,
Trichy (Firm Registration No.: 000029), as Cost Auditors
of the Company, for conducting the audit of cost records
for the financial year ended March 31, 2026.

M/s. STR & Associates have confirmed that their
appointment is within the limits of section 141(3)(g) of
the Companies Act, 2013 and have also certified that
they are free from any disqualifications specified under
section 141(3) and proviso to section 148(3) read with
section 141(4) of the Companies Act, 2013. The Audit
Committee has also received a Certificate from the Cost
Auditors certifying their independence and arm’s length
relationship with the Company. As per the provisions
of the Companies Act, 2013, the remuneration payable
to the Cost Auditor is required to be placed before the
Members in a General Meeting for their ratification.
Accordingly, a Resolution seeking Members’ ratification
for the remuneration payable to M/s. STR & Associates,
Cost Auditors is included in the Notice convening the
Annual General Meeting.

The Audit for the financial year 2025-26, is in progress
and report will be filed with the Ministry of Corporate
Affairs within the prescribed period. Further, the Cost
Audit Report, for the financial year 2024-25, was filed
with the Central Government within the prescribed time
and there were no qualifications, reservations or adverse
remarks made by the Cost Auditors in their audit reports.

The cost accounts and records as specified by the
Central Government under sub-section (1) of Section 148
of CA 2013, are made and maintained by the Company.

Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 during the year

No applications have been made, and no proceedings
are pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

Details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof

The disclosure under this clause is not applicable as the
Company has not undertaken any one-time settlement
with the banks or financial institutions.

Human Resources and Industrial Relations

The Company continues to enjoy a cordial relationship
with its employees at all levels. The total strength of
employees as on March 31, 2026, was 2,257.

Particulars of Employees

Disclosures relating to remuneration and other details
as required under Section 197(12) of the CA 2013 read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
forms part of this Report as Annexure D. In terms of the
provisions of Section 197(12) of the CA 2013, read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees
in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration
in excess of the limits set out in the said rules will be
provided to the shareholders on request.

Elgi Equipments Limited Employee Stock
Option Plan, 2019

The Company has implemented the Elgi Equipments
Limited Employees Stock Option Plan 2019 (duly
amended in 2024) (“ELGi ESOP 2019”) to enable the
Company and its subsidiaries to attract, retain and
reward appropriate talent in its employment and to
create a sense of ownership and participation amongst

the employees. The Nomination and Remuneration
Committee administers and monitors the Employees’
Stock Option Plan of the Company through the Elgi
Equipments Limited Employee Stock Option Trust. There
are no changes made to ELGi ESOP Plan 2019 during the
year under review.

During the year 6,25,500 Employee Stock Options were
granted to the eligible employees of the Company. None
of the Directors were issued any options.

The disclosure pursuant to the provisions of Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 is given
as Annexure E to this report and also available on the
website of the Company at https://www.elgi.com/in/
investors/financials/

A certificate from Secretarial Auditors, with respect to
implementation of the above mentioned Employee Stock
Option Scheme in accordance with SEBI Regulations and
the resolution passed by the Members of the Company,
will be available electronically for inspection by the
Members during the ensuing AGM and a copy of the
same shall be available for inspection at the Registered
Office of the Company during normal business hours on
any working day.

Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules made thereunder, your
Company has constituted an Internal Complaints
Committee. The details of complaints received, disposed
and pending, during financial year 2025-26 are as follows:

(a) number of complaints of sexual harassment received
in the year: 1

(b) number of complaints disposed off during the year: 1

(c) number of cases pending for more than 90 days: Nil

Compliance with the provisions relating to
Maternity Benefit Act, 1961

During the period under review, the Company has
complied with the provisions relating to the Maternity
Benefit Act, 1961, wherever applicable.

Business Responsibility and Sustainability
Report (BRSR)

Regulation 34 of the Listing Regulations mandates
reporting of Business Responsibility and Sustainability
Report (BRSR). The BRSR includes details on performance
against the nine principles of the National Guidelines
on Responsible Business Conduct and a report under
each principle, which is divided into essential and
leadership indicators. SEBI vide circular issued in July
2023 has made further amendments to the format of
BRSR to incorporate BRSR core, which is a subset of
BRSR indicating specific Key Performance Indicators
(KPIs) which are subject to mandatory reasonable
assurance by an independent assurance provider. The
Company has appointed Price Waterhouse LLP as the
assurance provider.

As per NSE circular no NSE/CML/2024/11 dated May 10,
2024, the BRSR can be provided as a link in the Annual
Report of the company instead of publishing the whole
report. As such the BRSR 2025-26 can be accessed from
the link www.elgi.com/in/wp-content/uploads/2026/07/
Annual-Report-2025-26.pdf

Corporate Governance

A report on corporate governance is annexed as
Annexure F to this report. The Company has complied
with the conditions relating to corporate governance as
stipulated in SEBI Listing Regulations.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of CA 2013,
read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulations 4 and 22
of the SEBI Listing Regulations and in accordance with
the requirements of SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has a Whistle Blower
policy to deal with unethical or improper practice or
violation of the Company’s Code of Business Conduct or
any complaints regarding accounting, auditing, internal
controls or disclosure practices of the Company.

This Policy Inter-alia provides direct access to the
Chairman of the Audit Committee. Your Company hereby
affirms that no Director/employee has been denied
access to the Chairman of the Audit Committee. Brief
details about the policy are provided in the Corporate
Governance Report attached to this Report.

The Audit Committee of the Board reviews the
Complaints received, redressed, objected, withdrawn
and dismissed for, every quarter in its meeting. The
Whistle Blower policy is available on the website of
the Company at the link https://www.elgi.com/in/wp-
content/uploads/2019/10/Whistle-Blower-Policy.pdf

Acknowledgement

Your Directors thank the shareholders, customers,
suppliers, bankers and all other stakeholders for their
continued support during the year. Your Directors also
place on record their appreciation of the contributions
made by employees at all levels towards the growth of
the Company.

For and on behalf of the Board

Jairam Varadaraj Anvar Jay Varadaraj

Date: May 27, 2026 Managing Director Executive Director

DIN:00003361 DIN:07273942

Place: Bengaluru Place: Coimbatore