Eimco Elecon (India) Ltd

Dear Members,

The Board of Directors present the 51st Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended on 31st March, 2025.

1. HIGHLIGHTS OF PERFORMANCE

For the year ended on 31st March, 2025, the Company's

Total Revenue for the year increased to 24,647.25 Lakhs as compared to 22,750.28 Lakhs in the previous year. Profit Before Tax for the year was 6,560.06 Lakhs as compared to 4,994.94 Lakhs in the previous year. Profit After Tax for the year was 4,890.68 Lakhs as compared to 4,041.16 Lakhs in the previous year.

2. FINANCIAL RESULTS

( in Lakhs)

3. DIVIDEND

Your directors have recommended Final dividend of 50% i.e. 5/- per share on 57,68,385 equity shares of 10/- each for the year ended on 31st March, 2025 (Previous Year 5/- per share on 57,68,385 equity shares of 10/- each). Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. As required under the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has a policy on Dividend Distribution. The Dividend Distribution Policy of the Company can be accessed at https://eimcoelecon. in/wp-content/uploads/2022/08/25_y_The-Dividend-Distribution-Policy-Final.pdf

During the year under review, the unclaimed dividend pertaining to the Financial Year 2016-17 has been transferred to the Investor Education & Protection Fund.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25 in the StatementofProfit & Loss

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31st March, 2025, the Company has neither subsidiary, nor Joint Venture and Associate Companies.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2025 was 576.84 Lakhs. During the year under review, the

Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. BORROWINGS FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and there are no unpaid / unclaimed deposits as on 31st March, 2025.

Ms. Reena P. Bhagwati (DIN: 00096280), Non-Executive Independent Director, ceased to be a director of the Company w.e.f. 28th June, 2024. The Board placed on record their appreciation for the assistance and guidance provided by Ms. Reena P. Bhagwati during her tenure as

Non-Executive Independent Director of the Company.

Appointment/Re-appointment of Director

Mr. Sunil C. Vakil (DIN: 02527630) was appointed as Additional Non-Executive Independent Director of the Company by the Board of Directors at their meeting held on 13th September, 2024 for a period of 5 (five) years with effect from 13th September, 2024, subject to approval of the members of the Company. The Company has sought the approval of the members by way of Special Resolution through notice of postal ballot dated 13th September, 2024 for the appointment of Mr. Sunil C. Vakil as Non-

Executive Independent Director of the Company for a period of 5 (five) years with effect from 13th September, 2024, which was duly passed and concluded on 19th October, 2024 by the members of the Company.

Mr. Prayasvin B. Patel (DIN: 00037394) was reappointed as Executive Director of the Company by the Board of Directors at their meeting held on 17th October, 2024 for a period of 3 (three) years w.e.f. 9th November, 2024, subject to approval of the members of the Company.

The Company has sought the approval of the members by way of Special Resolution through notice of postal ballot dated 17th October, 2024 for the re-appointment of Mr. Prayasvin B. Patel as Executive Director of the Company for a period of 3 (three) years with effect from 9th November, 2024, which was duly passed and concluded on 19th November, 2024 by the members of the Company.

Dr. Sonal V. Ambani (DIN: 02404841) was appointed as an Additional Non- Executive Independent Woman Director of the Company by the Board of Directors at their meeting held on 23rd April, 2025 for a period of 5 (five) consecutive years with effect from 23 rd April, 2025, subject to the approval of Members of the Company.

Dr. Ambani holds a PhD in Business Management and is the founding Chairperson of the FICCI Ladies Organization (FLO) Ahmedabad. Dr. Ambani began her career in investment banking and served as Vice President at Morgan Stanley Dean Witter in New York. Dr. Ambani is the holder of two US patents: "Systems and Method for Providing Financial Services to Children and Teenagers" and "Purchase Management System and Electronic Receipts." In addition to her entrepreneurial ventures, Dr. Ambani is a member of the United Nations Development Fund for Women (UNIFEM), the founder of the Cancer Screening and Research Trust (CSRT) and the creator of World Peace 2040, a movement that has garnered notable support, including an Advisory Board with

Mohammed Yunus and the Pfeffer Peace Prize in

New York. She also served as Vice Chairman of the CII Indian Women Network (IWN), which focuses on empowering women in India.

Furthermore, Dr. Ambani is the curator and founder of Samara Art Gallery, which supports emerging artists, and she is a sculptor herself, having created works in various materials.

In the opinion of the Board, she has a vast experience in the various fields will be beneficialto the Company.

Further, she possesses relevant expertise and proficiency which will bring tremendous value to the Board and to the Company.

The Board recommends her appointment to the shareholders. The notice convening the 51st AGM forming part to this annual report sets out the details.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukulnarayan Dwivedi (DIN:08442155), Director retires by rotation at the forthcoming 51st Annual General Meeting of the Company and, being eligible, offers himself for reappointment.

The Board recommends his appointment for your approval.

Re-designation of Director

Elecon Engineering Company Limited vide its letter dated 23rd April, 2025 had withdrawn the nomination of Mr. Prashant C. Amin (DIN:01056652) on the Board of Eimco Elecon (India) Limited. Subsequently, the Nomination and Remuneration Committee at its meeting held on 23rd April, 2025, based on his experience and expertise, has recommended his continuation of Directorship on the Board, and the Board has approved his continuation as Non-Executive Director w.e.f. 23rd April, 2025 on the Board of the Company, subject to retire by rotation.

Disclosures by Directors

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

Declaration by Independent Directors

The Company has received necessary declarations from each Independent Directors under Section 149 (7) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (LODR), Regulations, 2015, 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 the SEBI (LODR), Regulations, 2015.

Meetings of the Board

During the year under review, five Board Meetings, four Audit Committee Meetings, one Stakeholders Relationship Committee Meeting, three Nomination and Remuneration Committee Meetings, one Corporate Social Responsibility Committee Meetings and one separate Meeting of Independent Directors were held. The meeting details are provided in the Corporate Governance Report which forms part of this Report. The maximum interval between any two meetings is as prescribed under the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and the details of the said committee meetings are given in the Corporate Governance Report which forms part of this report.

Meeting of Independent Directors

The Independent Directors met on 17th February, 2025 without attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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 candidature 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://eimcoelecon.in/ wp-content/uploads/2020/06/THE-NOMINATION-AND-REMUNERATION-POLICY.pdf.

Familiarization Programme for Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a Familarization Programme for Independent Directors to familiarize 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 the updating on various amendments in the Listing Regulations and the Companies Act, 2013.

The Company has conducted the familarization programme for Independent Directors of the Company, details for the same have been disclosed on the Company's website https://eimcoelecon.in/details-of-familiarization-programmes-imparted-to-independent-directors/

Evaluation of Board and Senior Management

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015 and notifications/ circulars of SEBI, 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 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 part of this report.

Board Diversity

The Company recognizes 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.

Key Managerial Personnel

As on 31st March, 2025, Mr. Mukulnarayan Dwivedi, Executive Director; Mr. Vishal C. Begwani, Chief Financial Officer and Mr. Rikenkumar Dalwadi, are designated as KMP(s) of the Company.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), your Board, to the best of their knowledge and based on the information and explanations received from the management of your company confirm that:-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations 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 as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

(iii) theyhavetakenproperandsufficient care for the 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended on 31st March, 2025; and (vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended on 31st March, 2025.

INITIATIVES

As part of its initiatives under the Corporate Social Responsibility (CSR), the Company has undertaken projects in the area of education and health care. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR policy. The Annual Report on CSR activities is annexed herewith as

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of the Company's business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company's business. Transactions with related parties are disclosed statements. inthe notes to accounts to the financial The Form No. AOC-2 envisages disclosure of material Company Secretary contracts or arrangement or transaction at arm's length basis is annexed with as Annexure ‘B'.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://eimcoelecon.in/wp-content/uploads/2022/08/7_g_ EIMCO-ELECON_RPT-Policy_31012022.pdf.

12. MANAGEMENT'S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management's Discussion and Analysis appearing as Annexure ‘C' to this Report.

13. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance.

It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are complied with.

A detailed report on Corporate Governance is appearing as Annexure ‘D' to this Report along with the Auditors'

Certificate on its compliance by the Company.

14. PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of

Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the 'Rules') have been appended as Annexure ‘E', forming part of this Report. Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Rules 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.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information on conservation of energy, technology of absorption and foreign exchange earning and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure ‘F' forming part of this report.

(a) Statutory Auditors

M/s. K C Mehta & Co LLP, Chartered Accountants, Vadodara appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e. from the conclusion of 48th Annual General Meeting of the Company The Board has taken note and M/s. K.C. Mehta & Co. LLP, Chartered Accountantshave 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 certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.

(b) Secretarial Auditors

In accordance with Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and in terms of regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has appointed M/s. J. J. Gandhi & Co., Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Report on the Secretarial Audit carried out by the Secretarial Auditor i.e. M/s. J. J. Gandhi & Co., Practicing Company Secretary during the Financial Year 2024-25 is annexed herewith as Annexure ‘G'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company has undertaken an audit for the Financial Year 2024-25 for all the applicable compliances as per Listing Regulations and Circulars/Guidelines issued by SEBI from time to time. The Annual Secretarial Compliance Report for abovesaid financialyear shall be submitted to the stock exchanges within prescribed time limit as per Listing Regulations.

Further pursuant to recent amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of Secretarial Auditor of the Company is required to be approved by the members of the Company. The Board of Directors at their Board Meeting held on 23rd April, 2025, has recommended appointment of M/s. J. J. Gandhi & Co., Practicing Company Secretary as the Secretarial Auditors of the Company to hold office for a period of five consecutive years commencing from FY2025-26 to FY2029-30.

The Company has received the written consent and a certificate that M/s. J. J. Gandhi & Co. satisfy the criteria for appointment as Secretarial Auditor and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. Member's approval for appointment of M/s. J. J. Gandhi & Co. as the Secretarial Auditors of the Company under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 has been sought in this Notice convening the 51st AGM of the Company.

(c) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment 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. Diwanji & Co., Cost Accountants, as a Cost Auditors to audit the cost accounts of the Company for the financial year ended on 31st March, 2026 at a remuneration of 60,000/- plus taxes as applicable and out of pocket expenses as required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a tion. Accordingly, ratifica generalmeetingfortheir a Resolution seeking Members' ratification for the remuneration payable to M/s. Diwanji & Co.,

Cost Accountants, Cost Auditors is included in the Notice convening the 51st Annual General Meeting. The Cost Audit Reports provided by the previous cost auditors of the Company M/s. Diwanji & Co., for the year 2023-24 was filed with the Ministry of Corporate Affairs before the due date of filing

17. INTERNAL 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 internal and operational audit is entrusted to Messrs C. F. Patel & Co., Chartered Accountants. 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 theinternalauditfindingsand 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.

18. RISK MANAGEMENT

The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Company has a system based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved. The Management prepares the Risk Register which is reviewed by the Audit Committee and the Board.

The Board reviews internal audit findings and provides strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your company's businesses.

19. 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 victimization of Director(s) and Employee(s) who avail the mechanism.

The Vigil Mechanism/Whistle Blower Policy is available on Company's website at https://eimcoelecon.in/ wp-content/uploads/2023/01/The-Whistle-Blower-Policy_30012023.pdf.

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at 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. As required under law, an Internal

Complaints Committee (ICC) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the workplace. During the year under review, the following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

The policy on Sexual Harassment at Workplace is placed on the Company's website at https://eimcoelecon.in/wp-content/uploads/2019/04/Sexual-Harassment-Policy.pdf.

21. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025 in the prescribed format is available on the Company's website. The weblink is as under: https:// eimcoelecon.in/annual-return-as-provided-under-section-92-of-the-companies-act-2013/.

22. 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.

23. 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.

24. 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.

25. 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.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS by the There are no significant

Regulators/Courts/Tribunals which would impact the going concern status and its future operations of the Company.

27. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial period under review, no application is made under the Insolvency and Bankruptcy Code, 2016 ("IBC 2016") by the Company. No proceedings are pending under IBC 2016 against the Company.

28. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

29. TERMINATION OF SHAREHOLDERS AGREEMENT

Eimco Elecon (India) Limited ("the Company"), Elecon Engineering Company Limited, Bhanubhai Patel Group, Tamrock Great Britain Holdings Limited and Sandvik Mining and Construction OY ("SMC OY") and Other Sandvik Companies executed the termination agreement on 23rd April, 2025 to terminate the Agreement dated 28th February, 1992 as amended by the Supplemental Agreement dated 11th August, 2011 executed by the Parties (the "Shareholders Agreement).

30. CHANGE IN THE NATURE OF BUSINESS

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

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI, vide its circular dated 10th May, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1000 listed companies by market capitalisation from financial year 2023.

Your company is not covered under top 1000 listed companies by market capitalisation. Therefore, BRSR is not applicable to the Company.

32. COMPLIANCE OF SECRETARIAL STANDARDS The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

33. ACKNOWLEDGEMENT

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Bankers and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers, collaborators, business associates and other agencies 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 at all levels, to ensure that the Company continues to grow and excel.