As on: Nov 05, 2026 08:03 PM
BOARD'S REPORT
Dear Shareholders,
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:
(Rs. in millions, except EPS)
Standalone
Consolidated
Particulars
Total income
Expenses
Share of profit of joint ventures (net)
Profit before tax and exceptional items
Exceptional items
Profit before tax
Less: Income tax expense
Net Profit
Other comprehensive income, net
Total comprehensive income
Basic Earnings per Share (EPS)
Review of Business Operations
Consolidated revenue of the Company from operations was Rs.39,507 million in FY26, which was 13% higher than the consolidated revenue of Rs.35,104 million in FY25. The consolidated net profit was at Rs.4,302 million [11%] in FY26 as compared to Rs.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 Rs.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 Rs.23,429 million in FY26, which was 13% higher than the revenue of Rs.20,809 million in FY25. The net profit was at Rs.3,453 million [15%] in FY26 as compared to Rs.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 Rs.1/- each, amounting to Rs.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 Rs.2,807 million of the current profits has been carried forward under the heading Rs.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 Rs.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 Rs.856 million [Previous Year: Rs.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 Rs.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, reappointment, 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.
S. No. Risk Category
Risk Summary
Risk Response/Mitigation actions/Position
Cyber Risk
IT Infrastructure, Business Continuity and Disaster Recovery
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 link https:// 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 link https://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.com and 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 Rs.8,876 million as against Rs.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 ofRs.2,682 million as againstRs.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 macroeconomic 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 72nd 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 65th 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
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