1. We have audited the accompanying Standalone
Financial Statements of Elgi Equipments Limited
(“the Company”), which comprise the Standalone
Balance Sheet as at March 31, 2026, and the
Standalone Statement of Profit and Loss (including
Other Comprehensive Income), the Standalone
Statement of Changes in Equity and the Standalone
Statement of Cash Flows for the year then ended,
and notes to the Standalone Financial Statements,
including material accounting policy information
and other explanatory information in which are
included the financial information of a trust and two
jointly controlled entities (representing two joint
operations consolidated on a proportionate basis).

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid Standalone Financial Statements give the
information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a
true and fair view in conformity with the accounting
principles generally accepted in India, of the state
of affairs of the Company, its joint operations
and the trust, as at March 31, 2026, and total
comprehensive income (comprising of profit and
other comprehensive income), changes in equity
and its cash flows for the year then ended.

Basis for Opinion

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

Key audit matter

4. Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Standalone Financial Statements of
the current year. These matters were addressed in
the context of our audit of the Standalone Financial
Statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.

Other Information

5. The Company’s Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Business
Responsibility and Sustainability Report and Report
on Corporate Governance, but does not include the
Standalone Financial Statements and our auditors’
report thereon.

Our opinion on the Standalone Financial Statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the Standalone
Financial Statements, our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent
with the Standalone Financial Statements or our
knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work
we have performed, we conclude that there is a
material misstatement of this other information, we
are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements

6. The Company’s Board of Directors is responsible
for the matters stated in Section 134(5) of the Act
with respect to the preparation of these Standalone
Financial Statements that give a true and fair view
of the financial position, financial performance,
changes in equity and cash flows of the Company,
its joint operations and the trust, in accordance
with the accounting principles generally accepted
in India, including the Indian Accounting Standards
specified under Section 133 of the Act. The
Company’s Board of Directors, the management of
its joint operations and the trustees of the trust,
respectively, are responsible for maintenance of
adequate accounting records in accordance with
the provisions of the Act for safeguarding of the
assets of the Company, its joint operations and the
trust, and for preventing and detecting frauds and
other irregularities; selection and application of
appropriate accounting policies; making judgements
and estimates that are reasonable and prudent;
and design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the Standalone
Financial Statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.

7. In preparing the Standalone Financial Statements,
the Company’s Board of Directors, the management
of its joint operations and the trustees of the trust,
respectively, are responsible for assessing the ability
of the Company, its joint operations and the trust, to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the respective
Board of Directors or the management or the
trustees either intend to liquidate the Company, its
joint operations or the trust, or to cease operations,
or has no realistic alternative but to do so.

8. The Company’s Board of Directors, the management
of its joint operations and the trustees of the trust,
respectively, are also responsible for overseeing the
financial reporting process of the Company, its joint
operations and the trust.

Auditors' Responsibilities for the Audit of the
Standalone Financial Statements

9. Our objectives are to obtain reasonable assurance
about whether the Standalone Financial Statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue an
auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these Standalone Financial Statements. .

10. As part of an audit in accordance with SAs, we
exercise professional judgement and maintain
professional scepticism throughout the audit.
We also:

• Identify and assess the risks of material
misstatement of the Standalone Financial
Statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under Section 143(3)0) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether

a material uncertainty exists related to events or
conditions that may cast significant doubt on the
ability of the Company, its joint operations and
the trust, to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditors’ report to
the related disclosures in the Standalone Financial
Statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date
of our auditors’ report. However, future events
or conditions may cause the Company, its joint
operations and the trust to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and
content of the Standalone Financial Statements,
including the disclosures, and whether the
Standalone Financial Statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

• Obtain sufficient appropriate audit evidence
regarding the financial information of the entities
or business activities within the Company, its
joint operations and the trust to express an
opinion on the Standalone Financial Statements.
We are responsible for the direction, supervision
and performance of the audit of the financial
statements of the Company of which we are
the independent auditors. For the other entities
included in the Standalone Financial Statements,
which have been audited by other auditors,
such other auditors remain responsible for the
direction, supervision and performance of the
audits carried out by them. We remain solely
responsible for our audit opinion.

11. We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal
control that we identify during our audit.

12. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

13. From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
Standalone Financial Statements of the current
period and are therefore the key audit matters. We
describe these matters in our auditors’ report unless
law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Other Matters

14. The financial statements/financial information of
a trust and a joint operation, reflect total assets
of ' 1,044 million and net assets of ' 186 million
as at March 31, 2026, total revenue of ' Nil, total
comprehensive income (comprising of profit and
other comprehensive income) of ' 2 million and
net cash outflows amounting to ' 4 million for the
year ended on that date, has been considered in
the Standalone Financial Statements. The financial
statements/ financial information of the trust and
joint operation have been audited by other auditors
whose reports have been furnished to us by the
other auditors, and our opinion on the Standalone
Financial Statements insofar as it relates to the
amounts and disclosures included in respect of the
trust and joint operation and our report in terms of
sub-section (3) of Section 143 of the Act insofar as
it relates to the aforesaid trust and joint operation,
is based on the reports of the other auditors and
the procedures performed by us.

15. We did not audit the financial statements /
financial information of a joint operation whose
financial statements / financial information reflect
total assets of ' Nil* and net assets of ' Nil* as
at March 31, 2026, total revenue of ' Nil, total
comprehensive income (comprising of profit and
other comprehensive income) of ' Nil* and net
cash flows amounting to ' Nil for the year then
ended, as considered in the Standalone Financial
Statements. The financial statements / financial
information of the joint operation have been
audited by other auditors whose reports have been
furnished to us by the other auditors. Our opinion

on the Standalone Financial Statements in so far as
it relates to the amounts and disclosures included
in respect of the joint operation and our report in
terms of sub-section (3) of Section 143 of the Act
insofar as it relates to the aforesaid joint operation,
is based solely on the reports of the other auditors.
In our opinion and according to the information and
explanations given to us by the management, this
financial statements / financial information are not
material to the Company.

Our opinion on the Standalone Financial Statements
and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of
the above matters with respect to our reliance on
the work done and reports of the other auditors.
(*amounts below rounding off norms adopted in the
Standalone Financial Statements)

Report on other legal and regulatory
requirements

16. As required by the Companies (Auditor’s Report)
Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of
Section 143 of the Act, we give in the “Annexure B”
a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.

17. As required by Section 143(3) of the Act, we report
that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

(b) In our opinion, proper books of account as
required by law relating to preparation of
aforesaid Standalone Financial Statements
have been kept so far as it appears from our
examination of those books except that the
back-up of certain books of account and other
books and papers maintained in electronic
mode has not been kept on servers physically
located in India on Sundays during the year.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the standalone
Statement of Changes in Equity and the
Standalone Statement of Cash Flows dealt with
by this Report are in agreement with the relevant

books of account and records maintained for
the purpose of preparation of the Standalone
Financial Statements books of account.

(d) In our opinion, the aforesaid Standalone
Financial Statements comply with the Indian
Accounting Standards specified under Section
133 of the Act.

(e) On the basis of the written representations
received from the directors as on March 31,
2026, taken on record by the Board of Directors,
none of the directors is disqualified as on March
31, 2026, from being appointed as a director in
terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts
and other matters connected therewith,
reference is made to our remarks in paragraph
17(b) above.

(g) With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer
to our separate Report in “Annexure A”.

(h) With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Standalone Financial Statements
disclose the impact of pending litigations
on the financial position of the Company,
its joint operations and the trust - Refer
Note 43 to the Standalone Financial
Statements;

ii. The Company, its joint operations and the
trust, did not have any long-term contracts
including derivative contracts for which
there were any material foreseeable losses.

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company during the year.

iv. (a) The management has represented
that, to the best of its knowledge and

(c) Based on such audit procedures that we
considered reasonable and appropriate in
the circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub¬
clause (a) and (b) contain any material
misstatement.

v. The dividend declared and paid by the
Company during the year, is in accordance
with Section 123 of the Act to the extent
it applies to declaration and payment of
dividend.

vi. Based on our examination, which included
test checks, the Company has used an
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
that has operated throughout the year for
all relevant transactions recorded in the
software. During the course of our audit,
we did not notice any instance of audit
trail feature being tampered with. Further,
the audit trail has been preserved by the
Company as per the statutory requirements
for record retention.

18. The Company has paid/ provided for managerial
remuneration in accordance with the requisite
approvals mandated by the provisions of Section
197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

ARUN KUMAR R

Partner

Place: Bengaluru Membership Number: 211867

Date: May 27, 2026 UDIN: 26211867IYYYOK9596