The Directors have pleasure in presenting the 107^th Annual Report of Greaves Cotton Limited (‘the Company' or ‘Greaves')
on the business and operations along with the Audited Financial Statements for the Financial Year ended 31^st March 2026.

FINANCIAL HIGHLIGHTS

The Company's performance and outlook of each business
have been discussed in detail in the ‘Management
Discussion and Analysis Report' which forms a part of
this Annual Report.

During the year under review, the Company has not revised
its Financial Statement(s) or Board's Report (‘Report') in
respect of any of the three preceding Financial Years either
voluntarily or pursuant to any order of judicial authority.

Acquisition

The Company has acquired an additional stake of 10%
in Excel Controlinkage Private Limited (‘Excel'), material
subsidiary of the Company, on 12^th August 2025 thereby
increasing its holding to 80% in Excel. The said acquisition
was in accordance with the definitive agreements
dated 6^th April 2023. The details pertaining to the said
acquisition can be accessed athttps://greavescotton.com/
wp-content/uploads/2025/08/GCL-Acquisition Excel Final-
SE-intimation-signed.pdf.

Investment

The Board of Directors approved an additional investment of
approximately ' 22 Crores in Greaves Finance Limited (‘GFL'),
a wholly owned subsidiary of the Company. The investment
was executed through a subscription to equity shares on

a rights basis and completed on 18^th September 2025.
The details pertaining to the said investment can be accessed
athttps://greavescotton.com/wp-content/uploads/2025/09/
SE-Intimation-Investment-in-GFL signed.pdf.

NATURE OF BUSINESS

Greaves Cotton Limited is a diversified, future-ready, and
trusted engineering company with a rich legacy of over 165
years, impacting millions of lives every day. Under its strategic
framework GREAVES.NEXT, the Company has sharpened its
focus across key business areas - Energy Solutions, Mobility
Solutions, Industrial Solutions (IS), NBFC, and Technologies.
Through these, Greaves delivers a comprehensive portfolio
of engineering products and solutions, including gensets,
engines, aftermarket services, e-powertrain systems,
electric mobility solutions, and ER&D technologies, catering
to diverse applications across sectors.

The Company operates five state-of-the-art manufacturing
facilities across India on standalone basis and is supported by
a widespread distribution and service network spanning the
country. This robust ecosystem enables strong aftermarket
and retail reach while ensuring consistent customer support
and service excellence. With a continued commitment
in nation-building, Greaves actively contributes to the
Government of India's ‘Make in India' initiative by developing
and manufacturing world-class products domestically.

During the year under review, there has been no change in
the nature of the business of the Company.

SHARE CAPITAL
Authorised:

The authorised share capital of the Company as on
31^st March 2026 stood at ' 75,00,00,000 (Rupees
Seventy-Five Crores) divided into 37,50,00,000 (Thirty-Seven
Crore Fifty Lakhs) equity shares of face value of ' 2 each
(Rupees Two Only).

During the year under review, there has been no change in
the authorised share capital of the Company.

Issued, subscribed and paid-up:

The issued, subscribed, and paid-up share capital of the
Company as on 31^st March 2026 stood at ' 46,58,12,522
(Rupees Forty-Six Crore Fifty-Eight Lakhs Twelve-Thousand
Five-Hundred and Twenty-Two Only), comprising
23,29,06,261 (Twenty-Three Crore Twenty-Nine Lakhs Six
Thousand Two Hundred and Sixty-one) equity shares of face
value of ' 2 each.

a. Changes in Share Capital during Financial Year
2025-26

* During the Financial Year 2025-26, the share capital of the
Company increased pursuant to the allotment of 4,24,675
equity shares of face value of ' 2 each, upon exercise of
stock options by eligible employees under the 'Greaves
Cotton - Employee Stock Option Plan 2020' ('ESOP 2020').

b. Subsequent Changes:

As on the date of this report, the issued, subscribed,
and paid-up share capital of the Company stands at
' 46,59,02,868 (Rupees Forty-Six Crore Fifty-Nine
Lakhs Two Thousand Eight-Hundred and Sixty-Eight
Only), comprising 23,29,51,434 (Twenty-Three Crore
Twenty-Nine Lakhs Fifty-One Thousand Four-Hundred
and Thirty-four) equity shares of face value of ' 2 each,
pursuant to further allotments made under ESOP 2020.

There was no instance wherein the Company failed to
implement any corporate action within the statutory time limit.

TRANSFER TO RESERVES

During the year under review, no amount was transferred
to reserves in respect of the lapse of stock options granted
under the ESOP Scheme.

DIVIDEND

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations') the Company has
adopted a Dividend Distribution Policy, which sets out the
key parameters and factors to be considered by the Board
while determining dividend payouts. The Policy is available
on the Company's website and may also be accessed at
the weblink provided in the Corporate Governance Report
forming part of this Annual Report.

In view of the financial performance and other parameters
outlined in the Policy, the Board of Directors has
recommended a dividend for the Financial Year 2025-26, the
details of which are set out below:

The dividend, if approved by the shareholders at the ensuing
107^th Annual General Meeting, will be paid to all shareholders
whose names appear in the Register of Members / records
of the depositories as on the record date for this purpose.

PUBLIC DEPOSITS

During the year under review, the Company did not accept
any deposit within the meaning of Section 73 and 76 of the
Companies Act, 2013 (‘the Act') read with the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, no
amount on account of principal or interest was outstanding
as on 31^st March 2026.

REPORT ON PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

As on 31^st March 2026, the Company has six subsidiaries.
The Company does not have any joint venture/associate
company within the meaning of Section 2(6) of the Act.

Greaves Finance Limited (‘GFL’)

GFL, a wholly owned subsidiary of the Company, is a
non-banking financial company engaged in the business
of Retail Vehicle Financing and provides lending and
related solutions to prospective purchasers of electric
2-wheeler & electric 3-wheeler vehicles. Additionally, it
offers lease financing options to the last-mile delivery and
service aggregators.

GFL is also registered as corporate agent under IRDAI
(Registration of Corporate Agents) Regulations, 2015 for
the purpose of undertaking Composite Corporate Insurance
Agency business.

GFL reported a total income of ' 39.62 Crore and profit of
' 1.57 Crore as against total income of ' 16.69 Crore and
loss of ' 7.99 Crore in the previous Financial Year.

Greaves Technologies Limited (‘GTL’)

GTL, a wholly owned subsidiary of the Company, is engaged
in the business of providing engineering services to the
OEMs for development and maintenance of engines, plant,
machinery & equipment of every description. GTL reported
a total income of ' 48.57 Crore and loss of ' 0.25 Crore as
against total income of ' 46.04 Crore and loss of ' 1.61 Crore
in the previous Financial Year.

Excel Controlinkage Private Limited (‘Excel’)

Excel, a material subsidiary of the Company, is engaged
in the business of manufacturing of mechanical and
electronic motion control systems with integrated capability
to manufacture push pull cables, levers & sensors.
Excel reported a total income of ' 260.38 Crore and profit of
' 42.47 Crore as against total income of ' 272.24 Crore and
profit of ' 56.75 Crore in the previous Financial Year.

Greaves Electric Mobility Limited (‘GEML’)

GEML, a material subsidiary of the Company, is engaged
in the business of designing and manufacturing of electric
vehicles. GEML reported a total income of ' 611.12 Crore
and loss of ' 272.82 Crore as against total income of
' 471.90 Crore and loss of ' 174.11 Crore in the previous
Financial Year.

GEML has the following subsidiaries, the performance of
which are set out below:

Bestway Agencies Private Limited (‘Bestway’)

Bestway, a wholly owned subsidiary of GEML, is engaged
in the business of manufacturing and supply of ELE brand
E-Rickshaw and E-3Wheeler parts. Bestway reported total
income of ' 41.52 Crore and loss of ' 8.27 Crore as against
total income of ' 72.76 Crore and loss of ' 20.86 Crore in the
previous Financial Year.

MLR Auto Limited (‘MLR’)

MLR, a subsidiary of GEML, is engaged in the business of
design, development, manufacture, marketing, and sale
of L5 three-wheelers basis the standards prescribed by
Automotive Research Association of India. MLR reported
total income of ' 157.91 Crore and loss of ' 26.87 Crore as
against total income of ' 142.31 Crore and loss of ' 37.79
Crore in the previous Financial Year.

A statement containing salient features of the Financial
Statements in Form AOC-1, as required under Section 129(3)
of the Act forms a part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the
Standalone and Consolidated Financial Statements of
the Company and separate Audited Financial Statements
in respect of subsidiaries, may be accessed athttps://
www.greavescotton.com/investors/financials.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
for Financial Year ended 31^st March 2026 have been
prepared in accordance with the applicable provisions of
the Act, including Indian Accounting Standards, specified
under Section 133 of the Act. The Audited Consolidated
Financial Statements together with the Auditors' Report
thereon, form part of this Annual Report. The Auditors
have issued an unmodified opinion on the Consolidated
Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the
SEBI Listing Regulations, the Management Discussion and
Analysis Report for the year under review, is presented in a
separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company remains fully committed to the principles
of Corporate Governance in letter and spirit. A detailed
report on Corporate Governance for the Financial Year
ended 31^st March 2026 along with the certificate issued by
Secretarial Auditor of the Company confirming compliance
with the provisions of Corporate Governance under SEBI
Listing Regulations, forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

A separate section on Business Responsibility & Sustainability
Report, as required pursuant to Regulation 34(2)(f) of the
SEBI Listing Regulations forms part of this Annual Report.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director & Group
CEO affirming compliance with the Company's Code of
Conduct by the Directors and Senior Management, for the
Financial Year 2025-26, as required under Schedule V of the
SEBI Listing Regulations, forms part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company's manufacturing units are governed by
‘Environment Policy' and ‘Health and Safety Policy' and
are certified as per ISO 14001 and ISO 45001 assessment
standards. The Company has various safety guidelines in
place which help to identify unsafe actions or conditions at
the Company premises. These guidelines form the corner
stone on which the Company can operate smoothly, devoid
of any mishap or accidents at the workplace. The Company
takes various steps to promote environment, health and safety
measures across the Company, which, inter alia, include:

Health, Safety and Environment (HSE) InitiativesA. Workplace Safety Initiatives

Infrastructure & Equipment Safety

1. Installed road-safety solar studs along internal
company roadways to improve visibility and
minimize accident risk.

2. Deployed beam detector lights on forklifts to
enhance operational safety during material
handling activities.

3. I ntroduced a biometric authentication system for
forklift operators to restrict equipment access
strictly to authorized personnel.

4. Installed spark arresters in the testing area to
mitigate potential fire hazards.

Fire Safety & Emergency Preparedness

1. Upgraded the fire-hydrant network with SS-coupling,
triple-layered canvas hoses to strengthen fire-safety
infrastructure.

2. Installed a digital water-level indicators for
the fire-hydrant system to enable continuous
monitoring and timely response readiness.

3. Deployed portable eyewash units across the shop
floor to enhance emergency preparedness.

Systems, Governance & Risk Management

1. Implemented an online work-permit system
to streamline tracking and ensure timely
approval of permits.

2. Rolled out a barcode based tracking system
for reporting unsafe acts, unsafe conditions,
and near-miss incidents to strengthen
safety governance.

3. Conducted periodic Safety Management Audits to
identify latent hazards and accident-prone areas.

4. Maintained a robust safety regime through
continuous Safety Management Assurance
Technique audits, internal audits, theme-based
inspections, safety patrolling, and routine fire/
emergency equipment checks.

Safety Culture, Training & Engagement

1. Executed a comprehensive monthly safety
training calendar covering safety, health &
environment for all the plant employees, with
training effectiveness measured through pre-and
post-assessment sessions.

2. Visitor safety guideline card distributed at
entry gates to ensure visitor compliance with
on-site safety norms.

3. Conducted regular safety drives and
audits to elevate employee awareness and
operational readiness.

4. Fostered a safety-positive workplace culture
by integrating process and behavioral
safety methodologies to drive toward a
zero-accident target.

5. Enhanced workforce engagement through safety
oath ceremonies and interactive competitions
(including poster, slogan, poem, and essay
contests) during National Safety Week.

B. Occupational Health & Well-being

1. Provided complimentary health check-up &
consultations facility at reputed hospital for
employees and their family members.

2. Conducted annual medical health check-up
camps for all the employees followed up with data
analysis, gap identification & counselling.

3. Organised various health programs like blood
donation camps, neuropathy, eye check-up,
tetanus toxoid vaccination camp and sessions on
stress management, brain stroke, etc.

C. Infrastructure & Facility Improvements

1. Implemented sensor based lighting systems
across common areas like corridors, enabling
automated illumination control. This ensures that
lights switch on only when activity is detected,
thereby reducing energy consumption and
preventing unnecessary usage.

2. Implemented robotic spray painting for
industrial engines, achieving approximately 20%
reduction in paint consumption while reducing
operator exposure to hazardous conditions and
lowering VOC emissions.

3. Implemented energy efficient BLDC fans in Unit-1
at Chhatrapati Sambhajinagar to reduce overall
power consumption.

4. Installed RECD kits across all gensets in every plant
to optimise fuel usage and minimise emissions.

5. Replaced older air-conditioning units using R22
refrigerant with environmentally friendly R32-based
systems to enhance energy efficiency and lower
environmental impact.

Environmental Sustainability InitiativesA. Emission and Energy Management

1. Switched to Express feeder power supply to
significantly reduce grid power failure occurrences,
resulting in lower generator operating hours.

2. Commissioned a 700 KW solar power plant
at the Industrial Engines Unit, Chikalthana,
Sambhajinagar, which is expected to generate
approx. 10,02,400 units of electricity annually.

3. Undertook efforts to reduce carbon footprint by
recycling and reusing aluminium scrap briquettes
in collaboration with suppliers.

B. Water Conservation and Management

1. ETP/ STP water which is treated and recycled
was previously used only for gardening purposes,
which is now used for various processes like
washroom flushes, floor cleaning etc. so that the
water again goes to ETP/STP and can be later
reused again. This ensures optimum usage of the
water at plant.

2. Upgraded water distribution system from manual
to automatic with electromagnetic flow meters
which not only monitors the consumption but also
ensures no water is wasted. Additionally process
wise water lines have been installed reducing the
losses and ensuring optimal usage of water.

3. Constructed artificial farm lakes at the Chhatrapati
Sambhajinagar plant for water conservation
and replenishment.

C. Digital & Green Operations

1. Deployed digital SOPs, check-sheets and
reporting tools on the shop floor, promoting
paperless operations.

2. Digital Environmental Monitoring Boards at
all plants showing real-time environmental
parameter data.

D. Waste Reduction & Eco-Friendly Packaging

1. Promoted the use of recyclable pallets for
transporting finished goods.

2. Adopted moulded pulp packaging for finished
components, which is both biodegradable
and recyclable.

E. Afforestation & Green Belt Development

1. Celebrated World Environment Day and Earth
Day through employee engagement and
plantation drives.

2. Undertook afforestation using the Miyawaki
plantation method, planting around 1,200 saplings
at and around the Chhatrapati Sambhajinagar plant.

3. Continued development of green belts around
factory premises.

4. Developed a kitchen garden within the
plant premises.

Awards and Recognitions received during thefinancial year

The LEU I & LEUV Plant of the Company was conferred

with the prestigious National Safety Council - Maharashtra

Chapter Safety Award for the year 2024-2025 in two
categories, Longest Accident-Free Period & Lowest Average
Accident Frequency Rate.

Industrial Engines Unit was awarded with Certificate of
Excellence for Meritorious Performance in Industrial Safety.

HUMAN RESOURCES

The Company recognises that building and sustaining a
future-ready workforce is integral to its long-term growth
and competitiveness. During the Financial Year 2025-26, the
Company continued to focus on attracting, retaining, and
developing talent aligned with its current and future business
requirements, ensuring that its human capital remains a key
enabler of the Company's strategic objectives. The Company
seeks to create an environment of fairness, transparency
and mutual respect, wherein the aspirations of employees
and goals of the enterprise are aligned to achieve mutual
benefit on a continuous long-term basis.

Throughout the year, the relations of the Company with all
its employees and trade unions remained harmonious.
The payroll count of Company's permanent employees was
1034 as on 31^st March 2026.

Disclosures pertaining to the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company is committed to provide a safe, respectful,
and inclusive workplace for all its employees. In accordance
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (‘POSH Act') and the Rules framed thereunder, the
Company has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace
(‘POSH Policy'). The weblink of the POSH Policy is provided
in the Corporate Governance Report which forms a part of
this Annual Report.

The Company has constituted an Internal Complaints
Committee (‘ICC') for receiving and redressing complaints of
sexual harassment at the workplace. The composition of the
ICC is in line with the requirement stated under POSH Act.
During the year under review, the Company did not receive
any complaints pertaining to sexual harassment.

The Company conducts periodic awareness sessions and
training programmes for employees to foster understanding
of the POSH Act and promote a culture of dignity and respect
at the workplace.

EMPLOYEES STOCK OPTION PLANS

The Company believes that Employee Stock Option Plans
serve as an effective tool to align the interests of employees

with the Company and its shareholders, by enabling employee
participation in the Company's growth and value creation.
The Company recognises the contribution of its employees
and seeks to reward performance, commitment and
long-term association through such equity-linked incentives.

As on 31^st March 2026, the Company has formulated and
implemented two Employee Stock Option Plans, namely:

• Greaves Cotton - Employees Stock Option Plan 2020
(‘ESOP-2020’) - This will continue to the extent of the

grants already sanctioned under the Plan.

• Greaves Cotton - Employee Stock Option Plan
2024 (‘ESOP-2024')

The Nomination and Remuneration Committee (‘NRC') is
responsible for the administration of the Employee Stock
Option Plans. There were no changes to the Employee Stock
Option Plans during the Financial Year. During Financial
Year 2025-26, no employee was granted options equal to or
exceeding 1% of the issued share capital of the Company.

The Plans are compliant with the provisions of Section 62 of
the Act and the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (‘SBEBSE Regulations').
Details of the Plans have been provided in the Standalone
Financial Statements. The disclosure containing details of
options granted, options vested, number of shares allotted
upon exercise of options, etc. as required under the SBEBSE
Regulations is available on the website of the Company at
https://www.greavescotton.com/investors/financials.

In compliance with the requirements of the SBEBSE
Regulations, a certificate from Secretarial Auditor confirming
implementation of the Plans in accordance with the SBEBSE
Regulations and terms stated under the Plans, will be
available electronically for inspection by the Shareholders
during the ensuing AGM of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL
Change in Executive Directors

Dr. Arup Basu (DIN: 02325890) resigned from the position of
Managing Director of the Company with effect from the close
of business hours on 14^th April 2025.

On 04^th July 2025, following the recommendation of the NRC
and the Board, the shareholders approved and regularised
the appointment of Mr. Parag Satpute (DIN: 06872200) as
the Managing Director & Group Chief Executive Officer of the
Company for a period of 5 (five) consecutive years effective
from 14^th April 2025. All other requisite regulatory approvals
have been obtained.

Change in Independent Directors

Mr. Firdose Vandrevala (DIN: 00956609) resigned as an
Independent Director of the Company, effective from the
close of business hours on 14^th October 2025, prior to
attaining 75 years of age. Mr. Vandrevala has confirmed that
there are no material reasons for his resignation other than
those provided.

On 11^th October 2025, following the recommendation of
the NRC and the Board, the shareholders approved and
regularised the appointment of Mr. Jehangir Ardeshir (DIN:
02344835) as an Non-Executive, Independent Director of
the Company for a period of 5 (five) consecutive years with
effect from 01^st August 2025.

Change in Non-Executive Directors

Mr. Nagesh Basavanhalli (DIN:01886313) stepped down
from the position of Vice Chairman & Non-Executive Director
effective from the close of business hours on 30^th April 2025.

The Shareholders of the Company at their 106^th AGM
held on 30^th July 2025 approved the re-appointment of
Mr. Karan Thapar (DIN: 00004264) as a director liable to
retire by rotation.

Retirement by Rotation

Mr. Parag Satpute is liable to retire by rotation at the ensuing
107^th AGM and being eligible, has offered himself for
re-appointment. The Board recommends re-appointment of
Mr. Satpute as Director, liable to retire by rotation. The said
re-appointment is subject to the approval of members at the
ensuing 107^th AGM.

A brief profile of the retiring Director is furnished in the Notice
of the ensuing 107^th AGM forming part of this Annual Report.

Key Managerial Personnel

As on the date of this report, the Company has the following
Key Managerial Personnel (‘KMP'):

Dr. Arup Basu, Managing Director of the Company resigned
with effect from 14^th April 2025, and accordingly ceased to
be a KMP of the Company.

On 04^th July 2025, following the recommendation of the NRC
and the Board, the shareholders approved and regularised
the appointment of Mr. Parag Satpute (DIN: 06872200) as

the Managing Director & Group Chief Executive Officer of the
Company for a period of 5 (five) consecutive years effective
from 14^th April 2025.

Mrs. Akhila Balachandar resigned as Chief Financial Officer
and KMP of the Company effective from the close of business
hours on 19^th March 2026.

On 13^th March 2026, following the recommendation of
the NRC and Audit Committee, the Board appointed
Mr. Manish Poddar as the Group Chief Financial Officer and
KMP of the Company with effect from 19^th March 2026.

Mr. Atindra Basu is the Company's Compliance Officer,
designated one level below the Board.

DECLARATION BY THE INDEPENDENT
DIRECTORS

The Company's Independent Directors have submitted
requisite declarations confirming that:

(i) they continue to meet the criteria of independence
as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations;

(ii) they have complied with Code of Conduct laid down
under Schedule IV of the Act and the Company's Code
of Conduct; and

(iii) they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with impartial and unbiased judgment and
without any external influence.

In the opinion of the Board, the Independent Directors
uphold highest standards of integrity and possess the
requisite qualifications, experience and expertise necessary
to effectively discharge their duties.

The Independent Directors of the Company maintain valid
registrations with the Independent Directors Database of the
Indian Institute of Corporate Affairs.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Board of Directors
to the best of its knowledge and belief, and explanations
obtained by them, confirmed that:

1. in the preparation of the annual accounts for the
Financial Year ended 31^st March 2026, the applicable
accounting standards have been followed;

2. 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 as at
31^st March 2026 and of the profit of the Company
for that period;

3. taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

4. prepared the annual accounts on a going concern basis;

5. laid down internal financial controls to be followed by
the Company and that such internal financial controls
are adequate and were operating effectively; and

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

POLICY ON APPOINTMENT AND REMUNERATION
OF DIRECTORS

The NRC is entrusted with the responsibility of identifying
and recommending candidates for appointment and
re-appointment as Directors on the Board. As part of its role,
the NRC undertakes an evaluation including a gap analysis
of the Board's existing structure where required, to ensure
that the Board collectively possesses the requisite skills,
expertise, and diversity with the Company's requirements.
Appointments recommended by the Committee are placed
before the Board for consideration and, wherever appropriate,
are thereafter recommended to the Shareholders for
their approval.

Pursuant to the recommendations of the NRC and approval
of the Board, the Company has adopted a Policy on
appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management, which sets out the
criteria for determining qualifications, positive attributes and
independence of Directors. The criteria, inter alia, requires
that a person proposed to be appointed to the Board
possesses integrity, relevant qualifications, skills, experience
and knowledge across areas such as engineering, banking,
management, finance, marketing, legal, ESG and a proven
track record. The Policy is available on the Company's
website, the weblink of which is provided in the Corporate
Governance Report forming part of this Annual Report.

The Company recognises the importance of Board diversity
as a key element in enhancing effective decision-making
and sustaining long-term value creation. A diverse Board,
comprising individuals with varied skills, experience,
knowledge, perspectives, background, gender and other
attributes, strengthens governance and overall corporate
performance. Accordingly, the Board has adopted a

Policy on Board Diversity, which sets out the framework
for promoting diversity in the composition of the Board of
Directors. The Policy is available on the Company's website,
the weblink of which is provided in the Corporate Governance
Report forming part of this Annual Report.

The NRC periodically reviews and oversees succession
planning for the Board and Senior Management as part of
the Company's talent management framework, ensuring
continuity in leadership and alignment with the Company's
long-term objectives.

The details relating to the composition of the Board and its
Committees, tenure of Directors, areas of expertise, criteria
for payment of remuneration to Non-Executive Directors,
and other relevant disclosures are set out in the Corporate
Governance Report, which forms part of this Annual Report.

During the year under review, the Managing Director & Group
CEO of the Company did not receive any remuneration or
commission from any subsidiary of the Company.

RATIO OF REMUNERATION OF EACH DIRECTOR
TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES

The information as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, is given as Annexure 1 to this Report.

Shareholder(s) who wish to obtain a copy of the statement of
particulars of employees pursuant to Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, may write to the Company Secretary
at the Corporate Office of the Company or by sending an
e-mail atinvestorservices@greavescotton.com, mentioning
their Folio No. / DPID & Client ID.

FAMILIARISATION PROGRAMME FOR DIRECTORS

All newly inducted independent directors undergo a
comprehensive orientation program. The details of the training
and familiarisation program are provided in the Corporate
Governance Report, which forms part of this Annual Report.

EVALUATION OF PERFORMANCE OF BOARD, ITS
COMMITTEES, AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out a formal evaluation
of its own performance, that of its committees, and of
individual Directors, pursuant to the provisions of the Act and
the Listing Regulations for Financial Year 2025-26.

The Board evaluation process was carried out by way of
a structured internal assessment based on combination of
a detailed questionnaires and through verbal discussions
amongst Directors.

The criteria for performance evaluation included, inter alia;

• Relevant experience and skills

• Preparedness and constructive contributions

• Transparency and Integrity

• Participation in strategic long-term planning

• Focus on shareholder value creation

• Monitoring corporate governance practices

• Effective oversight of and constructive engagement
with management

• Overall Board/Committee culture and dynamics

The Evaluation process was carried out in the
following manner:

a. Separate Meeting of Independent Directors:

The Independent Directors at their meeting held for
the Financial Year 2025-26, without the presence of the
management and Non-Independent and Non-Executive
Directors, evaluated the performance of the
Non-Independent Directors and the Board as a whole.
The performance of the Chairman of the Company was
also evaluated after considering the views of Managing
Director and Non-Executive Directors.

b. Board Deliberation:

At the Board meeting held following the meeting of
the Independent Directors, the Board evaluated and
deliberated upon the performance of the Board, its
Committees, and individual Directors, after considering
inputs from all eligible Directors, excluding the
Director(s) being evaluated.

c. Outcome:

The Board expressed its satisfaction with the
performance of the Board, its Committees, and
individual Directors. The Board noted that:

• There is an adequate and timely flow of information
from the Company to the Board;

• The suggestions and recommendations made by
the Board are duly considered and followed up by
the Management;

• The Board Committees are appropriately
constituted, well-managed and function effectively,
with meetings held at regular intervals and due
deliberation given to all agenda items.

LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section
186 of the Act, form part of the Notes to the Financial
Statements provided in this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All contracts, arrangements and transactions entered by
the Company with related parties during the Financial Year
2025 - 26 were in the ordinary course of business and on an
arm's length basis and hence, do not attract the provisions of
Section 188 of the Act. Prior approval of the Audit Committee
by way of omnibus approval was obtained periodically for
the transactions which were planned and/or are repetitive
in nature. All related party transactions are reviewed by the
Audit Committee on a quarterly basis.

Details of transactions with related parties are disclosed in
the Notes to the Standalone Financial Statements, forming
part of this Annual Report.

The Board of Directors have formulated a Policy on dealing
with Related Party Transactions pursuant to the provisions
of the Act and the Listing Regulations. The Policy includes
clear threshold limits and intends to ensure that proper
reporting, approval and disclosure processes are in place for
all transactions between the Company and related parties.

The Policy on dealing with related party transactions is
available on the Company's website, the weblink of which is
provided in the Corporate Governance Report forming part
of this Annual Report.

During the year under review, the Company did not enter
any material related party transactions, as defined under
its Policy on dealing with Related Party Transactions or
entered transactions with related party which were not at
arm's length. Accordingly, disclosure in the prescribed Form
AOC-2 pursuant to Section 134 of the Act is not applicable.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return for the Financial Year ended
31^st March 2026 is available on the Company's website at
https://www.greavescotton.com/investors/financials

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology
absorption, foreign exchange earnings and outgo, as
prescribed in Rule 8(3) of the Companies (Accounts) Rules,
2014 is provided in Annexure 2 to this Board's Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board and its
Committees are given in the Corporate Governance Report,
which forms part of this Annual Report.

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and such systems are adequate and are operating
effectively. The Company complies with all applicable
secretarial standards issued by the Institute of Company
Secretaries of India.

COMMITTEES OF THE BOARD

The Board has five statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Environmental, Social and Governance &
Corporate Social Responsibility Committee (“ESG &
CSR Committee”)

• Risk Management Committee

(was renamed w.e.f. 6^th May, 2026 as Risk, Strategy and
Investment Committee)

• Stakeholders' Relationship and Share
Transfer Committee.

The details pertaining to the composition of Committees and
brief terms of reference of the Committees of the Board are
disclosed in the Corporate Governance Report which forms
part of this Annual Report. During the year, all mandatory
Committee recommendations were accepted by the Board.

RISK MANAGEMENT

The Company has constituted a Risk Management
Committee of Directors to assist the Board in discharging its
oversight responsibilities with respect to the Company's risk
management framework and practices.

The Company has implemented a robust Enterprise Risk
Management (‘ERM') Policy that encompasses strategic,
operational, regulatory, geopolitical and catastrophic

risks and provides for the clear identification of Risks That
Matter (‘RTMs'). These RTMs are periodically assessed and
monitored by the Management and are regularly reviewed
by the Risk Management Committee.

The effective implementation of the ERM Policy enables
the Board and the Management to ensure that risks
which may have a significant impact on the Company are
appropriately identified, monitored, and mitigated through
timely and well-defined actions aimed at minimizing their
potential impact.

Based on the assessment and in the opinion of the Board,
there are no material risks that threaten the existence of the
Company. However, certain risks that may warrant attention
are detailed in the Management Discussion and Analysis
section, forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act and
the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has adopted a Corporate
Social Responsibility (‘CSR') Policy, as recommended
by the ESG & CSR Committee covering the objectives,
initiatives, outlay, implementation, monitoring, etc. The CSR
Policy is displayed on the Company's website athttps://
greavescotton.com/wp-content/uploads/2023/04/GCL-CSR-
Policy 04.05.2021.pdf.

A report on the CSR activities in the format prescribed under
the Companies (Corporate Social Responsibility Policy)
Rules, 2014, is attached as Annexure 3 to this Board's Report.
It has been duly signed by the Managing Director & Group
CEO and the Chairperson of the ESG & CSR Committee.

Swati Program:

The SWATI Program is a CSR initiative introduced in Financial
Year 2024-25, aimed at empowering young women through
employment-linked diploma courses in the manufacturing
sector. The Program provides a residential learning
experience, combining structured academic education with
hands-on technical training, to build sustainable careers
and promote financial independence among women from
marginalised communities.

Program structure

SWATI Program Enrolment and Progress

The first batch at SUAS Indore has successfully completed
their first year of academic study with no dropouts.

SWATI Program at Symbiosis Indore campus was managed
by Symbiosis Foundation (CSR Implementing Agency) till
Q3 of Financial Year 2025-26. However, during the Financial
Year 2025-26, SWATI Program's footprint was expanded
to South India with SASTRA, Thanjavur, Tamil Nadu and,
from Q4 of Financial Year 2025-26, Pygmalion Foundation
was onboarded as our CSR Implementing Agency
for SWATI Program.

By transforming the lives of these enrolled students, this
initiative not only addresses the immediate need for inclusive
education but also fosters long-term economic self-reliance.
The Company remains deeply committed to scaling these
efforts, driving meaningful social impact, and contributing to
the sustainable development of the communities we serve.

VIGIL MECHANISM

The Company has established a robust vigil mechanism
through its Whistle Blower Policy, which enables Directors,
Employees, and Other Persons to report genuine concerns
or grievances relating to unethical or unacceptable
business practices. This vigil mechanism serves as an
important corporate governance tool that not only facilitates
the detection of fraud but also aids in the prevention and
deterrence of misconduct.

To create awareness about the vigil mechanism, the Company
regularly conducts Code of Conduct training programmes
across its various locations. The mechanism provides direct
access to the Compliance Officer or where necessary
to the Chairperson of the Audit Committee for Directors,
Employees, and Other Persons to report their concerns.

The Company is committed to ensuring that genuine Whistle
Blowers are accorded complete protection from any form of
unfair treatment or victimisation.

The Policy is available on the Company's website and can
be accessed at the weblink provided in the Corporate
Governance Report forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS RELATED TO
FINANCIAL STATEMENTS

The Company has robust internal control systems in place,
commensurate with the size, complexity and industry
in which it operates. The Company's adherence to the
Committee of Sponsoring Organisation of the Treadway
Commission (‘COSO') framework and assessment of internal
financial controls in line with Indian regulatory guidelines
further underscores its dedication to transparency and
accountability. The Company ensures that the systems are
periodically upgraded to keep pace with changing norms
and ensures their effectiveness.

The Company has adopted policies and procedures that
guide day-to-day activities across all major functions.
These controls are designed to give reasonable assurance on:

• Accuracy and completeness of the financial records.

• Compliance with applicable laws and regulations.

• Effectiveness and efficiency of business operations.

• Prevention and detection of fraud and errors.

• Safeguarding of Company assets from
unauthorized use or losses.

Company's Corporate Governance Policies and Code of
Conduct provide a strong foundation for transparency,
accountability, and ethical decision-making. By clearly
defining roles, responsibilities, and authorities, these
policies ensure effective governance and oversight.
Wide communication of these policies across the
organization promotes a culture of compliance and integrity.
This framework supports informed decision-making,
protects stakeholders' interests, and upholds the
company's reputation.

Employees are benefited by a well-defined whistle blower
policy that ensures and encourages reporting of any
misconduct, unethical behaviour or any behaviour with
possibility of conflict of interest. Highest standards of integrity
and transparency are adhered to and further encouraged by
a self-monitoring mechanism.

Regular reviews by management and the Audit Committee,
along with internal audits, helps to maintain a robust control
environment. During Financial Year 2025-26, key controls
were adequately tested and appropriate remedial measures
were initiated, where deviation from standard practices was
identified. The implementation of the corrective actions and
improvements in business processes are regularly followed
up by the internal audit team. The Company is also committed
in ensuring that the operations are carried out within the
purview of applicable laws and statutory requirements.

The Company has an in-house internal audit team consisting
of qualified professionals. This team prepares an annual
audit plan based on risk assessment and regularly reviews
financial, operational and compliance controls. The Company
also engages reputed third-party firms to support and
complement the in-house team's work. Audit findings are
shared with the management, and corrective actions are
taken as needed. The Audit Committee of the Board closely
monitors the internal audit activities. It meets at least four times
a year to review audit plans, key findings and the status of
follow-up actions. Internal Audit function plays an important
role in giving the management and the Audit Committee
an independent view of the internal control systems and
effectiveness of the risk management processes and the
status of compliances with operating systems, internal
policies and regulatory requirements across the company
and its subsidiaries.

During the year under review, internal controls were reviewed
and tested, and no significant weaknesses were found in
their design or operation.

In the opinion of Statutory Auditors, the Company has in all
material respects, an adequate internal financial controls
system over financial reporting and such internal financial
controls over financial reporting were operating effectively.

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants
(Firm Registration No. 117366W/W-100018), completed
their second and final term of five consecutive years as the
Statutory Auditors of the Company at the conclusion of the
106^th AGM held on 30^th July 2025.

Consequently, based on the recommendation of the
Audit Committee, the Board of Directors, at its meeting
held on 30^th April 2025, proposed the appointment of
M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016) as the new Statutory
Auditors of the Company. The Members subsequently
approved the appointment at the 106^th AGM for a first term
of five consecutive years, from the conclusion of the 106^th

Annual General Meeting of the Company till the conclusion
of the 111^th Annual General Meeting.

The Audit Committee at its meeting held on 05^th May 2026,
expressed satisfaction with the performance of the Statutory
Auditors. The Committee is of the opinion that the Statutory
Auditors continue to be competent, qualified, and
independent of both the Board and the Management.

STATUTORY AUDITORS’ REPORTS

Reports issued by the Statutory Auditors on the Standalone
and Consolidated Financial Statements for the Financial
Year ended 31^st March 2026 do not contain any qualification,
reservation or adverse remark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS

The Statutory Auditor, Secretarial Auditor and Cost Auditor
of the Company have not reported any instances of fraud to
the Audit Committee, under the Section 143(12) of the Act.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There are no material changes and commitments which
affect the financial position of the Company that have
occurred between the end of the Financial Year to which the
Financial Statements relate and the date of this report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of
the SEBI Listing Regulations:

a. the Company had engaged the services of Purwar &
Purwar Associates LLP, Company Secretaries in Practice,
to conduct the Secretarial Audit of the Company for a
term of 5 (five) consecutive years commencing from the
Financial Year 2025-26 to Financial Year 2029-30 and
to provide annual secretarial compliance report for the
Financial Year ended 31^st March 2026.

b. Greaves Electric Mobility Limited (‘GEML') and Excel
Controlinkage Private Limited (‘ECPL'), Material
Subsidiaries of the Company, had engaged the
services of M/s. SGGS & Associates for conducting
the Secretarial Audit for the Financial Year ended
31^st March 2026.

The Secretarial Audit Report (Form MR - 3) of the
Company, GEML and ECPL are attached as Annexure 4,
5 and 6 respectively to this Board's Report. The Annual
Secretarial Compliance Report issued by the Secretarial

Auditor, was submitted to the stock exchanges within
the statutory timelines and is available on the Company's
website athttp://www.greavescotton.com/investors/
corporate-announcements

The Secretarial Audit Report and Annual Secretarial
Compliance Report of the Company do not contain any
qualification, reservation or adverse remark.

MAINTENANCE OF COST RECORDS

The Company prepares and maintains adequate cost
accounts and records as specified by the Central
Government. The Cost Audit Report for the Financial
Year ended 31^st March, 2025, was filed with the Central
Government within the prescribed statutory timelines.
The report confirmed that the Company has maintained
proper cost records in compliance with Section 148(1) of
the Act, and did not contain any qualifications, reservations,
adverse remarks, or observations.

COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Act,
M/s. Dhananjay V Joshi & Associates, Cost Accountants
(Firm Registration Number: 000030), was appointed as the
Cost Auditors of the Company to conduct an audit of the cost
records maintained by the Company for the Financial Year
ended 31^st March 2026.

Based on recommendation of Audit Committee, the Board
has re-appointed M/s. Dhananjay V Joshi & Associates,
Cost Accountants, as the Cost Auditors of the Company to
conduct an audit of the cost records for the Financial Year
ending 31^st March 2027 at a remuneration of ' 9.00 Lakhs
excluding applicable taxes and out of pocket expenses.

Pursuant to Section 148(3) of the Act, and the Companies
(Cost Records and Audit) Rules, 2014, this remuneration
is subject to ratification by the Members. The Board
recommends this item for shareholder approval at the
ensuing 107^th AGM.

M/s. Dhananjay V Joshi & Associates - Cost Accountants
confirmed their eligibility and independence and had
accepted the appointment upon approval.

OTHER DISCLOSURES

The Directors confirm that during the Financial Year:

• No significant material orders were passed by the
Regulators or Courts or Tribunals which would impact
the going concern status of the Company and
its operations.

• The Company did not issue any equity shares with
differential rights regarding dividends, voting, or
otherwise during the year.

• The Company remains fully compliant with the
provisions relating to Maternity Benefit Act, 1961 read
with the relevant provisions of the Code on Social
Security, 2020, to the extent notified.

• No shares, including sweat equity shares, were issued
to any employee under any scheme other than the
Employee Stock Option Scheme. Further, no shares
are held in trust for the benefit of the employees
of the Company.

• No proceedings, whether initiated by or against the
Company, are pending under the Insolvency and
Bankruptcy Code, 2016 (as amended), before the
National Company Law Tribunal or any other courts.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for all
the employees for their hard work, solidarity, co-operation
and dedication during the year.

The Board sincerely conveys its appreciation to other
stakeholders for their continued support.

For and on behalf of the Board
Karan Thapar

Place: Mumbai Chairman

Date: 06^th May 2026 DIN: 00004264