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EQUITY - MARKET SCREENER

Elecon Engineering Company Ltd
Industry :  Engineering
BSE Code
ISIN Demat
Book Value()
505700
INE205B01031
91.3030585
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
ELECON
32.04
11375.95
EPS(TTM)
Face Value()
Div & Yield %
15.82
1
0.39
 

As on: Jun 05, 2026 05:16 PM

Dear Members,

The Board of Directors present the Company's Sixty-Sixth Annual Report and Company's Audited Financial Statements for the Financial Year ended on March 31, 2026.

As our valued partners in the Company, we share our vision for growth with you. Our core principles combine realism and optimism, which have been, and will continue to be, the driving force behind all our future efforts.

The summary of financial highlight is given below:

FINANCIAL RESULTS

The Company's financial performance (Standalone and Consolidated) for the financial year ended on March 31,2026 is summarized below:

(Rs in Lakhs )

Standalone Consolidated
March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025
Turnover 2,01,604 1,87,112 2,36,605 2,22,696
Profit Before Tax, Finance Cost, Depreciation & Amortization and Adjustments for previous year (EBITDA) 47,479 46,883 52,314 54,783
Add: Other Income 7,560 4,763 8,117 5,481
EBITDA (Including other income) 55,039 51,646 60,431 60,264
Less : Finance Cost 2,335 993 2,491 1,304
Depreciation & Amortization 9,124 5,058 10,424 6,076
Profit Before share of equity accounted Investee and Tax 43,580 45,595 47,516 52,884
Share of Profit of Associates - - 61 813
Profit Before Tax 43,580 45,595 47,577 53,697
Add: Exceptional items - gain/(loss) 14,942 - (2,130) -
Less: Provision for Tax 10,821 11,822 11,301 12,417
Deferred Tax 31 (230) 31 (230)
Profit After Tax 47,670 34,003 34,115 41,510
Add:
Other Comprehensive Income (3,625) (61) (3,805) 194
Previous Year Balance Brought Forward 1,11,130 80,554 1,47,241 1,08,903
PROFIT AVAILABLE FOR APPROPRIATION APPROPRIATIONS: 1,55,175 1,14,496 1,77,551 1,50,607
Dividend Paid 4,488 3,366 4,488 3,366
Balance Carried Forward 1,50,687 1,11,130 1,73,063 1,47,241

PERFORMANCE OF THE COMPANY Standalone Financial Performance

For the financial year ended on March 31, 2026, the Company has achieved a Turnover of RS.2,01,604 Lakhs as against RS.1,87,112 Lakhs in the previous year.

For the financial year ended on March 31, 2026, the Company has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortisation and Tax (EBITDA) of RS.47,479 Lakhs as against the EBITDA of RS.46,883 Lakhs during the previous year.

The Net Profit After Tax of the Company for the financial year ended on March 31, 2026 was RS.47,670 Lakhs compared to RS.34,003 Lakhs during the previous year.

The Company holds total unexecuted orders of about RS.1,17,800 Lakhs ( RS.78,100 Lakhs for Gear Division and RS.39,700 Lakhs for MHE Division) as on March 31, 2026. This will help us to continue to have sustainable growth in coming years.

Consolidated Financial Performance

Your Company's total consolidated turnover for the financial year ended on March 31, 2026 was RS.2,36,605 Lakhs as against RS.2,22,696 Lakhs in the previous year.

For the financial year ended on March 31, 2026, the Company has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortisation and Tax (EBITDA) of RS.52,314 Lakhs as against the EBITDA of RS.54,783 Lakhs during the previous year.

The Consolidated Net Profit After Tax of the Company for the financial year ended on March 31, 2026 was RS.34,115 Lakhs compared to RS.41,510 Lakhs during the previous year.

During the year under review, your Company's consolidated Net Worth is RS.2,27,868 Lakhs as against RS.1,97,509 Lakhs for the previous year.

The Company holds total unexecuted orders of about RS.1,29,200 Lakhs ( RS.89,400 Lakhs for Gear Division and RS.39,800 Lakhs of MHE Division) as on March 31, 2026. This will help us to continue to have sustainable growth in coming years.

Dividend

The Board's dividend distribution for the financial year 2025-26, including the Interim Dividend paid and the Final Dividend recommended, is presented in the table below :

Particulars Interim Dividend Final Dividend* Total (FY 2025-26)
Dividend per share (in Rs) 0.50 1.50 2.00
% of Dividend 50% 150% 200%
Face value per share (in Rs) 1 1 -
Payment Date / November 3, June 30, -
Proposed Date 2025 2026
Cash Outflow (Rs in Lakhs) 1,122 3,366 4,488

*Subject to shareholder's approval. The proposed date of payment will be on / after June 30, 2026.

Dividend Cash Outflow

^ Interim Dividend J Final Dividend

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. As required under Regulation 43A of the SEB RS.(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Company's Dividend Distribution Policy is available on the Company's website at: https://www.elecon.com/views/templates/admin-uploads/ Investors/Policies/Dividend-Distribution-Policy-Clean.pdf

During the year under review, the unclaimed dividend pertaining to the financial year 2017-18 has been transferred to the Investor Education & Protection Fund.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for the financial year 2025-26 in the statement of profit and loss.

Share Capital

The paid-up Equity Share Capital as on March 31, 2026 was Rs 2,244 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights neither granted stock options nor sweat equity.

Borrowings

Working Capital Borrowings:

Continuous monitoring and review of the receivables, inventories and other working capital parameters helped the Company to continue with Nil working capital borrowings as at March 31, 2026. Further, the Company is working on effective Supply Chain Management to optimize overall working capital flow in the Company.

Cash and Cash Equivalent as at March 31,2026 was Rs 8,995 Lakhs.

There is no instance of one-time settlement and valuation while taking loans from banks/financial Institutions.

Fixed Deposits

The Company has not accepted any fixed deposits and there are no unpaid/unclaimed deposits as on March 31, 2026.

Particulars of Loans, Guarantees or Investments

The details of Loans given, Guarantees and Securities provided and Investments made by the Company in compliance with the Companies Act, 2013 are given in the notes to the Financial Statements.

Subsidiary, Joint Venture & Associate Companies

As on March 31, 2026, the Company has 13 Direct & Indirect Subsidiary Companies.

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with Rules framed thereunder and Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and its Subsidiaries and a separate statement containing salient features of financial statement of Subsidiaries forms part of the Annual Report.

The Annual Report of the Company containing standalone and consolidated financial statements has been placed on the website of the Company. Further, annual accounts of the Subsidiary Companies have also been placed on the website of

your Company. Any member who is interested in obtaining the Audited Financial Statements of the Subsidiary Companies may obtain the same by writing to the Company.

Financial Performance - Subsidiary Companies

Radicon Transmission UK Limited (Consolidation)

The Revenue from Operations of the Benzlers Radicon Group has increased by 2.9% to GBP 30.66 Million in the current year compared to GBP 29.80 Million in the previous year. EBITDA excluding other income decreased to GBP 3.47 Million in the current year compared to GBP 5.26 Million in the previous year. The Company has made a Profit Before Tax (before exceptional items) for GBP 2.46 Million in Current Year compared to Profit Before Tax (before exceptional items) of GBP 4.37 Million in previous year.

Benzlers Group (Nordic and Europe)

Benzlers Group has witnessed an increase in Sales Revenue of 15.2% to GBP 14.4 Million in the current year compared to GBP 12.5 Million in the previous year. The Company's EBITDA Margin is GBP 1.13 Million in the current year compared to GBP 2.36 Million in the previous year. Profit Before Tax and exceptional item have decreased to GBP 0.67 Million compared to 2.06 Million in the previous year.

Radicon Transmission UK Limited

The Revenue for the financial year has decreased by 3% to GBP 8.58 Million compared to GBP 8.86 Million in the previous year. EBITDA Margin has decreased to GBP 0.96 Million compared to GBP 1.07 Million in the previous year. Profit Before Tax is GBP 0.63 Million in the current year compared to 0.75 Million in the previous year.

Radicon Drive Systems, Inc. (Radicon-USA)

Radicon-USA has witnessed a decrease in Sales Revenue of 7.2% to GBP 8.63 Million in the current year compared to GBP 9.30 Million in the previous year. EBITDA decreased in the current year to GBP 1.52 Million, compared with the previous year of GBP 1.90 Million. Generating a Profit Before Tax of GBP 1.15 Million in the current year compared to GBP 1.43 Million in the previous year.

Elecon Singapore Pte. Ltd.

During the financial year under consideration, Revenue of Elecon Singapore Pte. Ltd., has decreased by 25.3% from USD 3.26 Million FY25 to USD 2.43 Million FY26. EBITDA has decreased by 64.8% from USD 0.29 Million FY25 to USD 0.10 Million FY26.

Grupo Radicon SA de CV, Mexico

During the financial year, Elecon Singapore Pte. Ltd., a Wholly Owned Subsidiary of the Company has incorporated its wholly owned subsidiary namely Grupo Radicon SA de CV on January 8, 2026, at Mexico. There had been no transaction during the financial year.

Elecon Middle East FZCO, Duba Rs.(Consolidated)

During the financial year, total Revenue of Elecon Middle East FZCO (consolidated) has decreased by 43.7 % from AED 51.46 Million FY25 to AED 28.99 Million FY26. Decrease in EBITDA by 60.1% from AED 9.11 Million FY25 to AED 3.64 Million FY26.

Elecon Middle East FZCO, Dubai

During the financial year, total Revenue of Elecon Middle East FZCO has decreased by 43.4 % from AED 50.82 Million FY25 to AED 28.79 Million FY26. There is decrease in EBITDA by 60.2% from AED 9.06 Million FY25 to AED 3.61 Million FY26.

Elecon Radicon Africa (Pty) Ltd.

During the financial year, total Revenue of Elecon Radicon Africa (Pty) Ltd. has decreased by 68.5 % from ZAR 3.17 Million FY25 to ZAR 1.00 Million FY26. Decrease in EBITDA by 45.9% from ZAR 0.16 Million FY25 to ZAR 0.09 Million FY26.

Financial Performance - Associate Eimco Elecon (India) Limited

Eimco Elecon (India) Limited has ceased to be an Associate effective from April 23, 2025 and hence has been reclassified as financial asset which will be fair valued at each reporting date in accordance with Ind AS 109.

Directors & Key Managerial Personnel (KMPs) Inductions / Appointments

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors approved key appointments to strengthen the governance framework and leadership of the Company:

Board Appointments

- Dr. Savan R. Godiawala was appointed as an Additional Director (Non-Executive & Independent Director) with effect from April 15, 2026, subject to the approval of the shareholders at the ensuing 66 th Annual General Meeting ('AGM'). The Board is of the opinion that he possesses the required integrity, expertise and experience (including the proficiency).

- Mr. Aayush A. Shah has been appointed as an Executive Director with effect from October 1, 2026, subject to the approval of the shareholders at the ensuing 66 th AGM.

- The shareholders at the 65 th AGM held on June 25, 2025 approved the appointment of Mrs. Natasha K. Treasurywala as a Non-Executive & Independent Woman Director for a term of five (5) consecutive years with effect from April 24, 2025.

Key Managerial Appointment

- The Board of Directors, at its meeting held on April 15, 2026, approved the appointment of Mr. Chintan J. Shah as the Chief

Financial Officer and Key Managerial Personnel (KMP) of the Company with effect from April 15, 2026.

- The Board of Directors, at its meeting held on April 15, 2026, also approved the appointment of Mr. Aayush A. Shah, as Executive Director and Key Managerial Personnel (KMP) of the Company with effect from October 1, 2026.

Re-Appointment of Chairman & Managing Director

The Board approved the re-appointment of Mr. Prayasvin B. Patel as the Chairman & Managing Director of the Company, with effect from July 1, 2026, subject to the approval of the shareholders at the ensuing 66 th AGM.

Director Retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pradip M. Patel, Director retires by rotation at the ensuing 66 th AGM of the Company and being eligible, offers himself for re-appointment.

The Board recommends his appointment for your approval.

Disclosures by Directors

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures to this effect as required under the Companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 and under Regulation 25(8) of Listing Regulations, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations, respectively.

Cessation of Tenure of Independent Director

During the year under review, Dr. Sonal V. Amban Rs.ceased to be a Non-Executive & Independent Woman Director of the Company upon completion of her second consecutive term, with effect from the close of business hours on August 13, 2025.

The Board places on record its appreciation for her valuable contribution and guidance during her tenure with the Company.

Resignation by KMP

During the year, Mr. Narasimhan Raghunathan resigned and ceased to hold the position of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from the close of business hours on January 31, 2026, on account of personal and family commitments. The Board places on record its appreciation for his valuable contributions during his tenure.

Meetings

Details of Board and Committee Meetings Held During FY 2025-2 6

Sr. No. Particulars No. of Meetings
1 Board Meeting 5
2 Audit Committee Meeting 4
3 Stakeholders' Relationship Committee Meeting 1
4 Nomination and Remuneration Committee Meeting 1

Summary of Appointments/Re-appointment s

Name Designation Category Effective Date Nature of Change Approval Status
Dr. Savan Godiawala Additional Director Non-Executive & Independent Director April 15, 2026 Appointment Subject to shareholders' approval
Mr. Aayush A. Shah Executive Director & KMP Whole - Time Director October 1, 2026 Appointment Subject to shareholders' approval
Mr. Prayasvin B. Patel Chairman & Managing Director Managing Director July 1, 2026 Re-appointment Subject to shareholders' approval
Mr. Pradip M. Patel Director Non-Executive & NonIndependent Director Retirement by rotation / Reappointment Subject to shareholders' approval
Mr. Chintan J. Shah Chief Financial Officer (CFO) & KMP Whole Time Employee April 15, 2026 Appointment Approved by Board

Brief profiles of the Directors proposed to be appointed, including their resume, nature of expertise, disclosure of relationships between Directors inter-se, details of directorships and committee memberships held in other companies, alongwith their shareholding in the Company, are appended as an Annexure to the Notice of the ensuing 66 th AGM .

Sr. No. Particulars No. of Meetings
5 Corporate Social Responsibility 1
Committee Meeting
6 Risk Management Committee Meeting 2
7 Separate Meeting of Independent Director 1

During the Financial Year 2025-26, no resolutions were passed by circulation by the Board of Directors or any of its Committees.

The intervening gap between the meetings of the Board and its Committees was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and Listing Regulations and their meetings are given in the Corporate Governance Report which forms a part of this report.

Meeting of Independent Directors

The Independent Directors of the Company met on February 3, 2026 without the presence of Non-Independent Directors and Members of the Management. During the meeting, they reviewed the performance of the Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of information flow between the Management and the Board to ensure that the Board could effectively and reasonably discharge its duties.

Nomination and Remuneration Policy

The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) and their remuneration.

As and when need arises to appoint Director, KMP and SMP, the Nomination and Remuneration Committee (NRC) of the Company will determine the criteria based on the specific requirements. NRC, while recommending candidatures to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate. Director(s), KMP(s) and SMP(s) appointment and remuneration will be as per NRC Policy of the Company.

The salient features of the NRC Policy of the Company have been disclosed in the Corporate Governance Report, which is a part of this report. The said Policy is available on the Company's website on https://www.elecon.com/views/templates/admin-uploads/ Investors/Policies/Nomination%20&%20Remuenration%20 Policy%20-25.04.2023.pdf

Familiarization Programme for the Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarisation Programme for Independent Directors to familiarise them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates, business

model etc., alongwith updating on various amendments in the Listing Regulations and the Companies Act, 2013. The policy on Familiarisation Programme is uploaded on the website of the Company and can be accessed through web link https:// www.elecon.com/views/templates/admin-uploads/Investors/ Policies/Details-of-Familiarization-Programmes-for-IDs.pdf .

The Company has conducted the familiarisation programme for Independent Directors of the Company, details for the same have been disclosed on the Company's website https://www.elecon. com/investors/corporate-information .

Evaluation of Board and Senior Management

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. Further, the Nomination and Remuneration Committee has carried out the performance evaluation of Senior Management including the Company Secretary and Chief Financial Officer of the Company. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report which forms a part of this report.

Key Managerial Personnel (KMP)

As on the date of this report, the following are the Key Managerial Personnel ('KMPs') of the Company as per Sections 2(51) and 203 of the Companies Act, 2013:

- Mr. Prayasvin B. Patel, Chairman & Managing Director

- Mr. Chintan J. Shah, Chief Financial Officer

- Mrs. Bhart Rs.L. Isarani, Company Secretary

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(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 the period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Board Diversity

The Company recognises and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://www.elecon.com/views/ templates/admin-uploads/Investors/Policies/Index-Elecon- Board-Diversity-Policy-30.08.2022.pdf

Related Party Transactions

All contracts or arrangements with related parties, entered during the financial year were at arm's length basis and in the ordinary course of the Company's business. All such contracts or arrangements were entered into with prior approval of Audit Committee. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://www. elecon.com/views/templates/admin-uploads/Investors/ Policies/Proposed-RPT-Policy-Clean-Final.pdf . None of the Directors or any Key Managerial Personnel has any material pecuniary relationships or transactions vis-a-vis the Company.

Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, a statutory audit firm may be appointed for a maximum of two consecutive terms of five years each, subject to the approval of shareholders at the Annual General Meeting.

M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036), were appointed as Statutory Auditors of the Company at the 61 st Annual General Meeting for the first term of five consecutive years, commencing from conclusion of AGM for FY 2020-21 and continuing up to the conclusion of the AGM for FY 2025-26.

The Board of Directors, at its meeting held on April 15, 2026, based on the recommendation of Audit Committee, approved the re-appointment of M/s. CNK & Associates LLP as Statutory Auditors for the second term of five consecutive years, from conclusion of AGM for FY 2026-27 to the conclusion of AGM for FY 2030-31, and recommended their re-appointment to the Members for approval at the ensuing 66 th AGM. The Board has also been authorized for fixing of their remuneration.

Further, the Board has taken note and M/s. CNK & Associates LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the Company in respect of its manufacturing activity are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. Ketk Rs.D. Visariya & Co., Cost Accountants as Cost Auditors to audit the cost accounts of the Company for the financial year ended on March 31, 2026 at a remuneration of Rs 1,70,000/- p.a. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s. Ketk Rs.D. Visariya & Co., Cost Auditors is included in the Notice convening the 66 th AGM.

The Cost Audit Report provided by the Cost Auditors of the Company i.e. M/s. Ketk Rs.D. Visariya & Co., for the financial year 2024-25 was filed with the Ministry of Corporate Affairs within the statutory period.

Secretarial Auditors

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Samdan Rs.Shah & Kabra, Practicing Company Secretaries, for a first term of five consecutive years from the conclusion of AGM for FY 2025-26 to the conclusion of AGM for FY 2029-30. The same was approved by the Members at the 65 th Annual General Meeting, in accordance with Regulation 24A(1) of the Listing Regulations and Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

As required under Listing Regulations, the Secretarial Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

The Secretarial Audit Report, annexed as 'Annexure A' , forms part of this Report and does not contain any qualification, reservation, or adverse remark.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2025-26 for all the applicable compliances as per Listing Regulations and Circulars/Guidelines issued by SEB RS.from time to time. The Annual Secretarial Compliance Report for abovesaid financial year shall be submitted to the stock exchanges within prescribed time limit as per Listing Regulations.

Internal Financial Control Systems and their adequacy

Your Company has an effective internal control and risk mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, the Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Risk Management

Being one of the top 500 Listed Companies, the Company has implemented Risk Management System. The Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The said committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls. The details pertaining to the composition of the Risk Management Committee are included in the Corporate Governance Report, which is a part of this report.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has adopted CSR policy on the recommendation of the Members of the CSR Committee and with the approval of the Board. The CSR policy may be accessed on the Company's Website at the https://www.elecon.com/views/ templates/admin-uploads/Investors/Policies/Index-CSR%20 Policv-05.05.2021-30.08.2021.pdf

The Composition of the Committee and other details are provided in Corporate Governance Report, which is a part of this report.

The Company implements various CSR activities directly and / or through the implementing agencies and the activities undertaken by the Company are in accordance with Schedule VI RS.of the Companies Act, 2013. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereto, is given in 'Annexure B' , forming part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Particulars of Employees

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report as 'Annexure D' .

Details of employee remuneration as required under the provisions of Section 197 of the Companies Act, 2013 and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available to any Shareholder for inspection on request. If any Shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary, where upon a copy would be sent through email only. The Annual Report excluding the aforesaid information is being sent to the members of the Company.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of Listing Regulations, Business Responsibility and Sustainability Report (BRSR) is mandatory for the top 1,000 listed companies (by market capitalisation).

Your Company being covered under top 500 companies, BRSR is applicable to it. The BRSR is forming part of the Annual Report and annexed as 'Annexure- E' .

Your Company has obtained Reasonable Assurance for the BRSR Core Key Performance Indicators (KPIs) and Limited Assurance for the Essential Indicators from CNK & Associates LLP. This assurance report is annexed alongwith the BRSR.

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, separate reports on Management Discussion & Analysis and Corporate Governance together with a certificate from the Practicing Company Secretary form part of this Report.

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders. A detailed report on Corporate Governance is annexed as 'Annexure F' to this Report alongwith the Auditors' Certificate on its compliance by the Company.

Compliance with the Secretarial Standards

The Company has complied with the Secretarial Standards on the Meetings of Board of Directors (SS-1) and General Meetings (SS-2), as issued and amended, by the Institute of Company Secretaries of India.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

Internal Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees, as defined under the said Act, are covered under this policy. There were no complaints received or pending to be disposed off during the financial year under review. The status of the complaints for the FY 2025-26 is as follows:

Further, there is no complaint pending as on March 31, 2026.

The policy on Sexual Harassment at Workplace is placed on the Company's website at https://www.elecon.com/views/ templates/admin-uploads/Investors/Policies/POSH-Policy- Final.pdf .

Corporate Overview ^ Statutory Reports Financial Statements

Vigil Mechanism / Whistle Blower Policy

The Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Mechanism provides for adequate safeguards against victimisation of Director(s) and Employee(s) who avail the mechanism.

The Vigil Mechanism/Whistle Blower Policy is available on Company's website at https://www.elecon.com/views/ templates/admin-uploads/Investors/whistle-blower-policy/ Elecon-Whistle-Blower-Policy-Nov-2024.pdf .

Material Subsidiaries

The Board of Directors of the Company has approved a Policy for determining material subsidiaries, which is in line with the Listing Regulations as amended from time to time. The policy is available on our website at https://www.elecon.com/views/ templates/admin-uploads/Investors/Policies/Elecon-Policy-on- Determining-Material-Subsidiary-2020.pdf

The Company does not have any material subsidiary company.

Annual Return

The draft annual return of the Company as on March 31, 2026 in the prescribed format is available on the Company's website. The web-link is as under: https://www.elecon.com/investors/ annual-return-as-provided-under-section-92-of-the-companies- act-2013 .

Further, it is confirmed that Mrs. Bhart Rs.Isaran Rs.has been duly authorised by the Board to examine, determine, and identify the Significant Beneficial Owner(s), if any, in accordance with applicable law.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There is no significant material orders passed by the Regulators / Courts/ Tribunals which would impact on the going concern status of the Company and its future operations.

Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the financial period under review, no application is made or pending under the Insolvency and Bankruptcy Code, 2016 against the Company .

Number of complaints of sexual harassment received in the year Nil
1 Number of complaints disposed off during the year Nil
Number of cases pending for more than ninety days A l Nil ^

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors and/or Secretarial Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

Maternity Benefit Act, 1961

The Company has complied with the provisions relating to Maternity Benefit Act, 1961 as may be amended from time to time.

Insurance

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

Industrial Relations/Personnel

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts, the Company invests and improvises development programmes for its employees.

Material Changes and Commitments

There are no material changes and commitments, affecting the financial performance of the Company that occurred during the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

There is no change in the nature of business during the year under review.

Acknowledgement

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees to ensure that the Company continues to grow and excel .

For and on behalf of Board of Directors,
Prayasvin B. Patel
Place: Vallabh Vidyanagar Chairman & Managing Director
Date : April 15, 2026 DIN : 00037394