Proceedings of 66th AGM

August 14, 2026 National Stock Exchange of lndia Limited (NSE) BSE Limited (BSE) Exchange Plaza Phiroze Jeejeebhoy Towers C-1, Block G Bandra Kurla Complex Dalal Street, Fort, Bandra (E), Mumbai - 400 051 Mumbai - 400 001 NSE Symbol: ELGIEQUIP BSE Scrip Code: 522074 Dear Sir/Madam, Sub: Proceedings of the 66th Annual General Meeting of the Company held on August 14, 2026, through video conferencing / other audio-visual means Pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby informed that the 66th Annual General Meeting of the Company (“AGM”) was duly held on Friday, August 14, 2026 at 10:00 AM (IST) through video conferencing (VC) / other audio visual means (OAVM) in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Securities and Exchange Board of India (“SEBI Circulars”) respectively from time to time permitting the conduct of the Annual General Meeting through VC/ OAVM facility and as per the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the proceedings of the same are given hereunder: The following persons were present through VC/OAVM : Directors Present 1 Dr. Jairam Varadaraj Managing Director & Chairman of Corporate Social Responsibility Committee 2 Mr. Sudarsan Varadaraj Non-Executive Director & Chairman of Stakeholders Relationship Committee 3 Mr. Srinivasan Krishnamurthi Independent Director & Chairman of Audit Committee and Risk Management Committee 4 Ms. Padmaja Alaganandan Independent Director & Chairperson of Nomination and Remuneration Committee 5 Mr. Srinivasan Ravindran Independent Director 6 Mr. Anvar Jay Varadaraj Executive Director In Attendance 1 Mr. Rohit Gupte Company Secretary and Compliance Officer 2 Mr. Indranil Sen Chief Financial Officer 3 Mr. Arun Rajagopalan Partner of M/s. Price Waterhouse Chartered Accountants LLP, the Statutory Auditors 4 Mr. M D Selvaraj Partner of M/s. MDS & Associates LLP, the Secretarial Auditors & Scrutiniser A total of 44 members representing 8,77,85,187 equity shares have attended the meeting through the video conferencing / other audio-visual means. Mr. Rohit Gupte, the Company Secretary and Compliance Officer of the Company welcomed everyone to the 66th AGM and informed the Shareholders that the Directors amongst themselves, elected Dr. Jairam Varadaraj as the Chairman for the AGM and accordingly requested Dr. Jairam Varadaraj, to initiate the proceedings. Dr. Jairam Varadaraj, welcomed everyone present for the 66th AGM of the Company and informed the members that the meeting was being conducted through VC/OAVM facility, in compliance with the framework issued by the Ministry of Corporate Affairs through their circulars from time to time. He further affirmed that he was satisfied with the facilities provided to the Members of the Company for participating in this meeting through Video Conferencing and that the Company had taken all efforts feasible to enable the Members to participate and vote on the items being considered at the meeting. He further informed the Members that the proceedings of the meeting were being recorded and that the recorded video would be made available on the Company’s website. He also informed the Members that, since, there was no physical attendance at the meeting, the requirement for appointment of proxies was not applicable. The requisite quorum being present in accordance with Section 103 of the Companies Act, 2013, the Chairman then called the AGM to order. The Chairman then introduced the Directors and Key Managerial Personnel present at the AGM and informed the Members that the Statutory Auditors and the Secretarial Auditors were also virtually present at the meeting. He thereafter briefed the Members on the regulatory matters and general instructions pertaining to the AGM. He informed the Members that the Company had availed the facility provided by MUFG Intime India Private Limited ("MUFG") for conducting the AGM through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") and for providing remote e-voting as well as e-voting during the AGM. He then explained the e-voting process and informed the Members that the Company had provided the facility to cast their vote on all the resolutions set out in the AGM Notice through the remote e-voting system administered by MUFG during the period from Tuesday, August 11, 2026, to Thursday, August 13, 2026. He further informed that the facility for voting during the meeting had also been provided to those Members who were present at the meeting and had not cast their votes through remote e-voting. He further informed that Mr. M D Selvaraj FCS, Managing Partner of MDS & Associates LLP, Company Secretaries, Coimbatore had been appointed as the Scrutinizer for the e-voting process. He also stated that since the resolutions set out in the Notice convening the AGM had already been put to vote through remote e-voting and the meeting was being conducted through VC/OAVM, there would be no voting by show of hands and, accordingly, the resolutions were not required to be proposed or seconded. He also briefed the Members on the procedure for the question-and-answer session. The Chairman further informed that, considering the business exigencies and urgency involved, the Board of Directors of the Company had determined that the Special Business items included in the Notice convening the AGM were unavoidable and had, therefore, been placed before the Members for their consideration and approval. Thereafter, he informed the Members that the Statutory Registers and documents referred to in the AGM Notice had been made available for inspection by the members during the meeting and informed that the Company had received a certificate from the Secretarial Auditors certifying that the Elgi Equipments Limited Employee Stock Option Plan 2019 had been implemented in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions approved by the Members in this connection. The Members were also informed that, the notice of the AGM along with the financial statements for the year ended March 31, 2026 and Board's report having been sent to the Members, were taken as read. Further, the Auditors' Reports on the standalone and consolidated financial statements and the Secretarial Audit Report of the Company for the financial year ended March 31, 2026, did not contain any qualification, reservation, adverse remark, or disclaimer. Accordingly, pursuant to the provisions of the Companies Act, 2013, the Reports were taken as read. The Chairman then addressed the members on the performance of the Company. Thereafter, the following items of business (Ordinary and Special) as mentioned in the Notice of AGM dated May 27, 2026 were transacted at the meeting. Item No. 1: Adoption of the audited standalone and consolidated financial statements of the Company including Statement of Profit and Loss (including other Comprehensive Income) along with statement of cash flows and the statement of changes in equity for the financial year ended March 31, 2026, the Balance sheet as at that date, together with the reports of the Board of Directors and the Auditors thereon. (Ordinary Resolution). Item No. 2: Declaration of dividend at 270% equivalent to ₹ 2.70 per equity share of face value of Re. 1/- each for the financial year ended March 31, 2026. (Ordinary Resolution). Item No. 4: Ratification of the remuneration payable to M/s. STR & Associates (Firm Registration No.000029), Cost Auditors of the Company for the financial year 2026-2027. (Ordinary Resolution) Item No. 6: Approval for the Appointment of Ms. Padmaja Alaganandan as an Independent Director of the Company. (Special Resolution) Since Mr. Jairam Varadaraj, the Chairman of the AGM, was interested in item 3 and 5 pertaining to Mr. Anvar Jay [Showing first 8,000 characters — download PDF for full document]