Your Directors take pleasure in presenting the 78^th Annual Report on the operations of the Company together with the Auditor's
Report and Audited Financial Statements for the year ended 31^st March, 2026:

1. FINANCIAL HIGHLIGHTS

Key highlights of standalone and consolidated financial performance of the Company for the financial year ended
31^st March, 2026 are summarized as under: (Rs. in lakh

The financial statements of the Company for the financial year ended 31^st March, 2026 have been prepared in accordance

with the Indian Accounting Standards (IND-AS) notified under Section 133 of the Companies Act, 2013 read with Companies

(Accounts) Rules, 2014.

Standalone Financial Results

• Net Sales decreased to ?292.88 crore in FY 2025-26 from ?308.95 crore in FY 2024-25, reflecting a decline of 5.20%
over the previous year.

• Total Income increased to ?382.87 crore in FY 2025-26 from ?375.27 crore in FY 2024-25, registering a growth of
2.03%. The increase was primarily driven by higher Other Income of ?87.58 crore compared to ?63.56 crore in the
previous year. Other Income during FY 2025-26 included a profit of ?58.42 crore from the sale of investment in shares
of Veedol Corporation Limited, an associate company. In comparison, Total Income in FY 2024-25 included
compensation of ?23.46 crore received from Chennai Metro Rail Limited towards land acquisition.

• Profit/(Loss) before Tax (PBT) stood at ?(34.77) crore in FY 2025-26 as against ?(28.49) crore in FY 2024-25. The
higher loss was primarily due to lower sales during the year, partially offset by increased other income.

Consolidated Financial Results

• Net sales stood at ?292.88 crore during FY 2025-26 as against ?308.95 crore in FY 2024-25, registering a decline of
5.20% over the previous year.

• Profit/(Loss) for the period stood at ?(19.19) crore during FY 2025-26 compared to a loss of ?(2.84) crore in FY
2024-25. The consolidated results include the Group's share of profit from Veedol Corporation Limited amounting to
^11.91 crore during FY 2025-26, as against ^22.71 crore in the previous year. The higher loss during the year was
primarily attributable to the decline in operating revenue and lower contribution from the associate company.

2. STATE OF COMPANY'S AFFAIRS

AYCL is a diversified, multi-product, multi-unit, and multi-location Company operating through three business divisions/
units, namely the Electrical Division at Chennai, the Engineering Division at Kalyani, West Bengal, and the Tea Division
across West Bengal and Assam, supported by the General Division located at the Registered Office in Kolkata.

2.1. Electrical Division (Chennai)

Product Range

• Generator Transformers upto 40 MVA, 132kV.

• Power & Distribution Transformers from 5MVA, 33 kV upto 63 MVA, 132/33 kV & 12.5 MVA, 220/11 kV.

Key Achievements in FY 2025-26

• Record Production: Achieved the highest ever production of 1035 MVA and highest turnover of ?106 crore.

• Pan-India Client Base: Successfully executed multi-client, pan-India presence with orders from Punjab, Uttar
Pradesh, Odisha, Andhra Pradesh and West Bengal.

• Order Booking: Achieved order booking of ?102 crore.

• Quality Assurance Advancement: Achieved NABL Certification for the testing lab.

Financial Performance Highlights

The Unit achieved a turnover of ?106.20 crore during FY 2025-26, registering a growth of 17.19% over the turnover of
?90.62 crore recorded in FY 2024-25.

Profit/(Loss) before Tax (PBT) for FY 2025-26 stood at ?(3.86) crore, compared to a profit of ?20.76 crore in the
previous year. During FY 2024-25, PBT included compensation of ?19.60 crore received from Chennai Metro Rail
Limited, which had significantly enhanced the profitability for that year.

The profitability performance during FY 2025-26 was adversely impacted by a provision of ?7.82 crore towards
liquidated damages relating to contracts executed over the preceding three years. The execution delays were primarily
on account of disruptions caused by a strike at the Unit, which affected the timely completion of certain orders.

2.2 Engineering Division
Product Range

• 'YULE' Centrifugal Fan

• 'YULE' Air Pollution Control

• 'YULE' Water Pollution Control

• Refurbishment of Waste Gas Fan Impeller
Key Achievements in FY 2025-26

• Customer Acquisition and Order Growth: The Company achieved its highest single order booking from a customer
amounting to ?4.89 crore. During the year, five new customers were added across steel, ferro alloy, mining and
engineering sectors, contributing to additional business and strengthening the Company's market presence.

• Technology Upgradation and Design Enhancement: In order to strengthen design capabilities and improve
operational efficiency, the Company procured advanced design software through capital expenditure, enabling
design optimization, cost reduction, and enhanced competitiveness in the industrial fan segment.

• Infrastructure Development: Infrastructure facilities were upgraded by replacing existing brick flooring with
paver blocks in the Painting Shed and Shed No. 5, thereby improving load-bearing capacity, workplace safety, and
preventing water stagnation during monsoons.

• Engineering Excellence and Testing Capability: The Company successfully conducted performance testing of
its highest-capacity Induced Draft (ID) Fan at its Works, with an airflow capacity of 8.6 lakh CMH and power
consumption of 1.8 MW, marking a significant milestone in engineering capabilities.

• Technological Breakthrough: For the first time in India, the Company manufactured an industrial fan using
Ferralium material for the impeller shaft for a phosphoric acid plant of a prestigious customer, thereby achieving
a technological breakthrough and strengthening its competitive positioning.

Financial Performance Highlights:

The Unit recorded a turnover of ?54.80 crore during FY 2025-26 as against ?61.39 crore in FY 2024-25, representing
a decline of 10.74%. The decrease in turnover was primarily due to lower execution levels during the year, driven by
a higher proportion of complete fan supplies as compared to replacement orders (spares).

While sales of complete fans increased by 21.18%, sales of spares declined by 40% over the previous year, resulting
in an overall reduction in revenue.

Profit Before Tax (PBT) for FY 2025-26 stood at ^6.15 crore as against ^10.63 crore in FY 2024-25, reflecting a decline
of 42.15%. The decrease in profitability was mainly attributable to lower execution levels and an increase in material
consumption costs, arising from the higher share of complete fan production and sales.

2.3. Tea Division

Product Range

The Company manufactures a diverse range of teas, including:

• CTC Teas: High-quality CTC teas from Assam and Dooars, known for their strong flavour and bright liquor.

• Orthodox Teas: Premium Orthodox teas from Assam and Dooars, offering rich aroma and distinctive taste
profiles.

• Superfine Green Teas: Select green teas from Dooars, catering to the growing demand for health-focused
beverages.

• Darjeeling Orthodox Teas: Mim Tea Estate in Darjeeling produces distinctive Organic and Conventional Orthodox
teas, widely appreciated for their delicate flavour and aroma.

Financial Performance Highlights:

During FY 2025-26, the Unit reported a turnover of ?131.37 crore as against ?156.24 crore in FY 2024-25, a decline
of 15.92%. The decrease in turnover was primarily attributable to lower sales volume by ?9.17 lakh kilograms and a
reduction in average realization by ^5.11 per kilogram compared to the previous year.

The Profit/(Loss) before Tax (PBT) stood at ?(104.71) crore in FY 2025-26 as against ?(73.35) crore in FY 2024-25,
indicating a higher loss during the year. The increased loss was mainly due to lower revenue arising from reduced
production/sales volume and realization, along with a decline in other income.

The performance of the tea estates was impacted by labour shortages during the peak harvesting season, rising input
and wage costs, productivity challenges, and adverse climatic conditions affecting crop yield and quality. In addition,
market volatility and weak price realisation further exerted pressure on revenue and profitability. The Unit also faced
working capital constraints, which affected timely procurement of inputs and efficient execution of field operations.
These combined factors resulted in lower operational efficiency and financial performance during the year.

Consequent upon the financial assistance received from the Government of India, the Tea Division has undertaken
measures resulting in regularization of wage payments, improved deployment of workers and enhancement of
plucking operations. As a result, production of tea has reached 5.63 lakh kg during April 2026. The Division anticipates
that the said improved trend shall be sustained in the ensuing period.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Due to insufficient free cash position of the Company,your Directors express their inability to recommend any dividend
for the financial year 2025-26.

The Company has a dividend distribution policy in place in pursuance to the requirements of regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“LODR”). The policy is available on the Company's website at:http://www.andrewyule.com/pdf/policies/
Dividend_Distribution_Policy.pdf.

4. RESERVES

As on 31^st March, 2026, the Equity of the Company (Standalone) stood at ?7,568.07 lakh. After adjusting the loss of
? 2,555.01 lakh incurred during FY 2025-26, the balance in Equity stood at 7 (-)2210.95 lakh as on 31^st March, 2026.

5. PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANY

The Company has two (2) wholly-owned subsidiaries, viz. Yule Engineering Ltd. and Yule Electrical Ltd., and one (1)
associate company, viz. Veedol Corporation Limited (formerly Tide Water Oil Co. (India) Ltd.), as on 31^st March, 2026.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features
of the financial statements of the subsidiaries and associate company for the year ended 31^st March, 2026 in Form
AOC-1 is attached to the financial statements.

Further, in accordance with Section 136 of the Companies Act, 2013, the standalone financial statements of the
Company, consolidated financial statements, and other statutory documents, along with the separate audited financial
statements of the subsidiaries, are made available on the Company's website at www.andrewyule.com

6. CONSOLIDATED FINANCIAL STATEMENTS

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated
financial statements of the Company for the year ended 31^st March, 2026, prepared in accordance with Indian Accounting
Standards (Ind AS) and duly audited by the Statutory Auditors, form part of this Annual Report and are presented
separately as consolidated financial statements of the Company.

7. CEO / CFO CERTIFICATE

The certificate from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) pursuant to Regulation 17(8)
read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms part of the Annual Report.

8. CAPITAL EXPENDITURE

During the financial year 2025-26, your Company incurred ?7.13 crore towards capital expenditure.

9. CREDIT RATING

Acuite Ratings & Research Limited, a credit rating agency registered with the Securities and Exchange Board of India
(SEBI), has assigned a long-term rating of ‘ACUITE B' to the Company's bank facilities aggregating 114.64 crore and
a short-term rating of ‘ACUITE A4' to bank facilities aggregating ?40.36 crore.

10. COMPLIANCE UNDER SECRETARIAL STANDARDS

The Company has established appropriate systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013. These systems were adequate and operated effectively during the
year under review.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, is presented in a separate section forming part of the
Board's Report.

12. CORPORATE GOVERNANCE

The Report on Corporate Governance, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, along with a certificate from a Practicing Company Secretary confirming compliance, is annexed and
forms part of the Annual Report.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability Report (BRSR), detailing the initiatives undertaken by the
Company from environmental, social, and governance perspectives, forms part of this Annual Report.

14. CHANGES IN SHARE CAPITAL

The paid-up equity share capital as on 31^st March, 2026 was ?97,79,01,956/- divided into 48,89,50,978 ordinary
shares of ?2/- each, fully paid-up. During the year under review, the Company has not issued any ordinary shares or
shares with differential voting rights, neither granted stock options nor sweat equity.

15. UNCLAIMED DIVIDENDS AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has uploaded the details of unclaimed and unpaid amounts lying with the Company as on 31^st March,
2026 on its website (www.andrewyule.com) as well as on the Ministry of Corporate Affairs (MCA) website. Details of
unclaimed and unpaid dividends previously declared and paid by the Company are also included in the Corporate
Governance Report.

In accordance with Section 124 of the Companies Act, 2013 and applicable IEPF Rules, shares in respect of which
dividend has remained unpaid or unclaimed for seven consecutive years have been transferred to the Investor
Education and Protection Fund (IEPF) within the prescribed timelines.

Members whose shares and/or unclaimed dividends have been transferred to the IEPF may claim their entitlements
by filing Form IEPF-5 on www.iepf.gov.in, along with the requisite documents and an Entitlement Letter issued by the
Company. Details of such shareholders have been published on the Company's website, and individual
communications along with newspaper advertisements have been issued. Members are advised to claim their
unclaimed dividends at the earliest to avoid transfer of amounts and related shares to the IEPF.

16. ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, copy of the Annual Return for the financial year 2025-26 is placed on the website of the
Company at https://www.andrewyule.com/annual_return2.php

17. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of the Company has met 9 (nine) times in the financial year 2025-26. The details pertaining to
the Board meetings and attendance are provided in the Corporate Governance Report. The intervening gap between
two Board meetings was within the period prescribed under Companies Act, 2013 and SEBI Listing Regulations, as
amended.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to section 186 of the Companies Act, 2013, the details of the loans given, guarantees or securities provided
and investments made by the Company during the year under review, have been disclosed in the financial statements.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT AND CHANGE IN NATURE OF BUSINESS, IF ANY

There have been no material changes and commitments affecting the financial position of the Company subsequent
to the close of the financial year to which financial statements relate and the date of the Report.

SALE OF STAKE IN VEEDOL CORPORATION LTD. [FORMERLY TIDE WATER OIL CO. (I) LTD.], ASSOCIATE COMPANY
BY OFFER FOR SALE (OFS) OF SHARES THOUGH STOCK EXCHANGE MECHANISM

The Company, with the approval of the Ministry of Heavy Industries, Govt. of India, has sold 3,37,598 shares of Veedol
(equivalent to 1.94% of the share capital of Veedol) by OFS through stock exchange mechanism, on 10^th June, 2025 and
11^th June, 2025, being T-Day and T 1 Day, respectively. The current shareholding of the Company in Veedol is 24.29%.

20. VIGIL MECHANISM WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a Vigil Mechanism and adopted a Whistle Blower Policy, duly approved by the Audit Committee.

The policy provides a framework for employees and stakeholders to report genuine concerns relating to unethical
behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. It also ensures
adequate safeguards against victimisation of persons who use such mechanism and provides for direct access to
the Chairperson of the Audit Committee in exceptional cases.

It is affirmed that no person has been denied access to the Audit Committee under this mechanism. The Whistle
Blower Policy is available on the Company's website for reference.

21. DETAILS OF CHANGES IN DIRECTORS

The Ministry of Heavy Industries (MHI), Govt. of India vide their letters/orders had appointed/concluded the tenure of
the following Directors:

i. Shri Sunder Pal Singh was appointed as a Part-time Non-official Independent Director of the Company with
effect from 2^nd April, 2025 and he ceased to be a Director of the Company w.e.f. 2^nd April, 2026 on completion of
his tenure.

ii. Shri Rajinder Singh Manku ceased to be Director (Planning) of the Company w.e.f. 1^st July, 2025 upon attaining
the age of superannuation.

iii. Shri Brajesh Kumar Srivastava, Dy. Secretary, MHI was appointed as a Part-time Official Director (Government
Nominee) of the Company with effect from 14^th July, 2025 in place of Shri Arun Kumar Diwan, Director, MHI, who
was appointed as a Part-time Official Director (Government Nominee) of the Company.

iv Ms. Swapna Tripathy was appointed as a Non-official Independent Director of the Company with effect from
22^ndJuly, 2025.

[although MHI had appointed Ms. Swapna Tripathy w.e.f. 11^th July, 2025, however, her appointment became
effective from 22^nd July, 2025 on obtaining her DIN on that day]

v Shri Sharad Kumar was appointed as Director (Planning) of the Company w.e.f. 17^th November, 2025.

vi. Shri Kulbhushan Malhotra, Deputy Secretary, Ministry of Heavy Industries (MHI), was appointed as Part-time
Official Director (Government Nominee) of the Company in place of Shri Brajesh Kumar Srivastava, Deputy
Secretary, MHI. Although the appointment was made by MHI with effect from 13th January, 2026, the same
became effective from 27th January, 2026 upon allotment of Director Identification Number (DIN).

vii. Shri Singhai Sanjay Jain was appointed as a Non-official Independent Director of the Company with effect from 17^th
August, 2026.

The Board places on record its deep appreciation of the valuable services and guidance rendered by Shri Rajinder
Singh Manku,Shri Arun Kumar Diwan and Shri Brajesh Kumar Srivastava during their association with the Company.

In accordance with Section 152(6)(c) of the Companies Act, 2013 and the Articles of Association of the Company, Shri
Vijay Mittal, Director of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer
himself for re-appointment.

Resolutions for appointment/re-appointment of Shri Vijay Mittal, Shri Sharad Kumar, Shri Kulbhushan Malhotra and
Shri Singhai Sanjay Jain as Directors are included in the Notice of the 78^th Annual General Meeting, along with their
brief profiles.It is further disclosed that none of the Directors are related to each other inter se in terms of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations.

22. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Companies Act, 2013, Shri Ananta Mohan Singh, Chairman & Managing
Director,Shri Sanjay Verma, Director (Finance), Shri Sharad Kumar, Director (Planning) and Smt. Sucharita Das,
Company Secretary are the Key Managerial Personnel of the Company.

23. DECLARATION OF INDEPENDENCE

Declaration under Section 149(6) of the Companies Act,2013 pertaining to criteria of independence has been given
by the Independent Directors to the Board of Directors. All the Independent Directors have registered themselves on
the online database of the Indian Institute of Corporate Affairs (IICA), notified under Section 150 of the Companies
Act,2013. In the opinion of the Board, the Independent Directors possess integrity, necessary expertise and experience.

24. DISCLOSURE UNDER SECTION 134(3) (p) OF THE COMPANIES ACT

As per Section 134(3)(p) of the Companies Act, 2013, the Board's Report of a Listed Company shall include a
statement indicating the manner of formal annual evaluation of the Board, individual Directors etc. Ministry of Corporate
Affairs has, vide its notification dated 5^th June, 2015, notified the exemptions to Government Companies from the
provisions of the Companies Act,2013 which inter-alia provides that Section 134(3)(p) regarding statement on formal
annual evaluation shall not apply to Government Companies in case the directors are evaluated by the Ministry which
is administratively in-charge of the Company as per its own evaluation methodology. Further, in line with above
exemptions, Sub-Sections(2),(3) &(4) of Sec.178 regarding appointment, performance evaluation and remuneration
shall not apply to Directors of Government Companies.

25. DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
AMENDMENT RULES, 2016

As per provisions of section 197 of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the details of the
remuneration of the Directors, KMP etc. in the Board's report. However, as per Notification No. GSR 463(E) dated June
5, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with
provisions of section 197 of the Companies Act, 2013. AYCL being a Government Company, such particulars are not
included as part of the Board's Report.

26. EMPLOYEE STOCK OPTION SCHEME

Your Company has not provided any Employee Stock Option, therefore disclosure requirement in relation to ESOP
under Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors of the Company laid down the CSR and Sustainability Policy covering the objectives, focus
areas, governance structure, monitoring and reporting framework among others.

The detail of the CSR and Sustainability Policy is posted on the website of the Company and may be accessed at the
link - http://www.andrewyule.com/pdf/policies/CSR_and_Sustainability_Policy.pdf.

The CSR budget allocation of the Company for the financial year 2025-26 was “nil” as per calculations made pursuant
to the provisions of the Companies Act, 2013 read with the rules made thereunder.

28. RISK MANAGEMENT

The Company has developed and implemented a risk management framework for identification of elements of risk,
which in the opinion of the Board need close scrutiny.

The Risk Management Committee of the Company periodically reviews the risk management framework, identifies
risks with criticality and ensured that appropriate methodology, processes and systems are in place to monitor,
evaluate and mitigate the risks associated with the business of the Company, which in the opinion of the Board may
threaten the existence of the Company. The risk management policy is also uploaded in the Company's website
www.andrewyule.com.

29. AUDIT COMMITTEE

The Company has in place a Board level Audit Committee in terms of the requirements of the Companies Act, 2013
read with rules made thereunder and regulation 18 of SEBI Listing Regulations, the details in respect of which are
given in the corporate governance report. All the issues are fairly and transparently deliberated in the Audit Committee
meetings which are held at regular intervals. The views and suggestions of the Audit Committee members are
positively taken into account and imbibed into the Company's processes. Further, there has been no instance where
the Board of Directors have not accepted the recommendations of the Audit Committee.

30. OTHER COMMITTEES OF BOARD

Details of various other committees constituted by the Board of Directors as per the provisions of the Companies Act,
2013 and SEBI Listing Regulations are given in the corporate governance report and forms part of this report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, your Company did not have any related party transactions which required prior approval
of the shareholders.

There have been no material significant related party transactions during the year under review, having potential
conflict with the interest of the Company. Necessary disclosures required under the Accounting Standard (AS-18)
have been made in the notes to financial statements. Hence, no disclosure is made in form AOC-2 as required under
section 134(3)(h) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on
related party transactions for determining materiality of related party transaction and also on dealing with related
parties which has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The
updated policy can be accessed on the Company's website at the link - http://www.andrewyule.com/pdf/policies/
Materiality_Related_Party_Transactions.pdf.

32. DISCLOSURES UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

i. Financial summary or highlights: As detailed under the heading 'Financial Performance'.

ii. Change in the nature of business, if any: None

iii. Details of Directors or Key Managerial Personnel (KMP), who were appointed/resigned/retired during the year:

a. Director(s) appointed : Shri Sunder Pal Singh was appointed as a Part-time Non-official Independent Director

of the Company with effect from 2^nd April, 2025.

Shri Brajesh Kumar Srivastava, Dy. Secretary, MHI was appointed as a Part-time
Official Director (Government Nominee) of the Company with effect from 14^th July,
2025.

Ms. Swapna Tripathy was appointed as a Non-official Independent Director of the
Company with effect from 22^nd July, 2025.

Shri Sharad Kumar was appointed as Director (Planning) of the Company w.e.f. 17^th
November, 2025.

Shri Kulbhushan Malhotra, Dy. Secretary, MHI was appointed as a Part-time Official
Director (Government Nominee) of the Company with effect from 27^th January, 2026.

b. Director(s) resigned : —

c. Cessation of Directorship : Shri Rajinder Singh Manku ceased to be Director (Planning) of the Company w.e.f.

1^st July, 2025 on reaching his superannuation.

Shri Arun Kumar Diwan ceased to be a Director of the Company w.e.f. 14^th July,
2025.

Shri Brajesh Kumar Srivastava ceased to be a Director of the Company w.e.f. 13^th
January, 2026.

d. KMP(s) appointed : Shri Sharad Kumar was appointed as Director (Planning) of the Company w.e.f.

17^th November, 2025.

e. KMP(s) resigned : —

f. KMP(s) retired : Shri Rajinder Singh Manku ceased to be Director (Planning) of the Company w.e.f.

1^st July, 2025 on reaching his superannuation.

iv. Name of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate
Companies during the year: During the financial year 2025-26, none of the Companies have become or ceased
to be Subsidiaries or Associate Company.

v. Details relating to deposits: The Company has not accepted deposits from the public within the ambit of Section
73 of the Companies Act, 2013 during FY 2025-26. There has not been any deposit, which is not in compliance
with the requirements of Chapter V of the Companies Act, 2013.

vi. No significant and material orders have been passed by any Regulator(s) or Court(s) or Tribunal(s) impacting
the going concern status and Company's operations in future.

vii. The Company is required to maintain the cost records as specified by the Central Government under section
148(1) of the Companies Act, 2013 and accordingly such accounts and records are maintained and audited by
M/s Bandypadhyaya Bhaumik & Co., cost auditors of the Company for the financial year 2025-26.

viii. There has been no instance of any one-time settlement with any Bank or Financial Institution during the year and
as such the requirement of disclosure in connection with difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions,
does not arise.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an effective Internal Financial Control (IFC) system commensurate with the nature and size of its
operations. The IFC framework is supported by documented policies, procedures, delegation of powers, IT systems,
and a defined organizational structure to ensure efficient operations, safeguarding of assets, prevention and detection
of frauds and errors, accuracy of accounting records, and timely preparation of reliable financial information.

Internal audits are conducted across units/divisions by independent internal auditors. Audit observations and
recommendations are reviewed by management, and corrective actions are taken wherever required. Significant
internal audit findings and C&AG audit observations are reviewed by the Audit Committee of the Board. The Statutory
Auditors have expressed an unmodified opinion on the adequacy and operating effectiveness of the Company's
internal financial controls over financial reporting.

34. REPORTABLE FRAUD

No fraud has been reported by the auditors under section 143(12) of the Companies Act, 2013 during the year under
review.

35. PARTICULARS OF EMPLOYEES - RULE 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

Your Company has not paid any remuneration attracting the provisions of rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, no information is required
to be appended to this report, in this regard.

36. MANPOWER

As on 31st March, 2026, the Company had a total workforce of 13,653 employees, comprising 154 executives and
13,499 non-executives. No transgender employees were on the rolls of the Company as on that date.

During FY 2025-26, seven training programs were conducted, with a total of eight participants and eleven mandays
recorded.

37. WELFARE OF WEAKER SECTIONS OF THE SOCIETY

The Company ensures compliance with statutory welfare provisions under the Factories Act, 1948 and the Plantation
Labour Act, 1951. As on 31st March 2026, the employee composition includes SC: 8.48%, ST: 27.28%, and OBC:
56.10%. The Company adheres to Presidential Directives and Government guidelines on reservations, relaxations,
and concessions for SC/ST/OBC candidates in direct recruitment.

38. EMPOWERMENT OF WOMEN

Development of society is closely linked with development of women, which is why, empowering and encouraging
women lies at the core of all our program. Various initiatives and programs create a supportive and nurturing
environment for women to thrive personally and professionally. All necessary measures/ statutory provisions for
safeguarding the interests of women employees in issues like payment of wages, hours of work, health, safety,
welfare aspects and maternity benefits etc. are being followed by the Company.

As on 31st March, 2026, the Company had 6,748 (six thousand seven hundred forty-eight) women employees,
comprising 4 (four) executives and 6,744 (six thousand seven hundred forty-four) non-executives.

39. HEALTH, SAFETY AND ENVIRONMENT

The Company remains committed to providing a safe, healthy, and environmentally sustainable workplace. Safety
training and occupational health standards are maintained across all units in compliance with applicable statutory
requirements.

The Engineering Division is certified under ISO 9001, ISO 14001, and ISO 45001, while the Electrical-Chennai
Operation holds ISO 9001 certification. All tea gardens are certified under ISO 22000 and Trustea standards, with Mim
Tea Estate and all Assam tea gardens also holding Rainforest Alliance certification.

The Company continues to promote environmental sustainability through compliance with regulatory norms,
responsible resource management, and the use of renewable energy. Employee welfare is supported through
regular health check-ups and healthcare facilities at tea estates. During the year, the Company continued its efforts
to maintain a safe and healthy workplace.

Swachhta Pakhwada

The Company observed Swachhta Pakhwada from 16^th August, 2025 to 31^st August, 2025 across all its locations with
active participation of employees. During the period, Swachhta Pledge was administered, awareness campaigns
were conducted through banners and pamphlets, and cleanliness drives were undertaken at offices, factories, and
tea gardens. Workshops and outreach activities were also organised to promote cleanliness, hygiene, and a healthy
working environment.

40. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Internal Complaints Committee has been constituted. No complaint or allegation of sexual
harassment has been received at the Company during the period under review.

During the financial year 2025-26, no complaints relating to sexual harassment were received, disposed of, or
remained pending as at the year end, and no cases were pending for more than ninety days.

41. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has adhered to the provisions of the Maternity Benefit Act, 1961 and any applicable state specific rules
therein.

42. GRIEVANCE REDRESSAL MECHANISM

The Company expeditiously disposes of all the public grievances during the financial year 2025-26 and copy of the
replies are sent to the controlling Ministry, in case the public grievance was being forwarded by them.

The status of the public grievances during the financial year 2025-26 is as follows:

43. INDUSTRIAL RELATIONS

During the year under review, industrial relations at the Company continued to remain cordial and peaceful in all the
units/divisions except in a few tea gardens. There has been occasional agitation in a few tea gardens of the Company
located in West Bengal and Assam by the workers/staffs/sub-staffs due to delay in payment of wages and salary.

44. MEMORANDUM OF UNDERSTANDING (MOU)

For FY 2025-26, the signing of the MoU has been exempted by MHI.

45. IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT, 2005

The Company abides by the provisions of the Right to Information Act, 2005 (RTI Act) and information seekers are
furnished with relevant information by the Public Information Officers. Every endeavor is there on the part of the
Company to dispose of the applications expeditiously.

During the year ended 31st March, 2026, the Company received 12 (twelve) applications under the Right to Information
Act, 2005, all of which were accepted. No application was rejected, and 11 (eleven) applications were disposed of
during the year.

46. VIGILANCE

The Vigilance Department continued to promote transparency, accountability, and ethical governance across the
Company during FY 2025-26. Various preventive vigilance measures, including e-governance initiatives, system
improvements, monitoring mechanisms, and awareness programmes, were undertaken in line with the guidelines
of the Central Vigilance Commission (CVC).

Vigilance Awareness Week 2025

The Company observed “Vigilance Awareness Week - 2025” from 27^th October, 2025 to 2^nd November, 2025 on the
theme “Vigilance: Our Shared Responsibility”, in accordance with the guidelines of the Central Vigilance Commission.

Key activities undertaken during the week included:

• Integrity Pledge

The Integrity Pledge was administered by the CMD at the Registered Office on 28^th October, 2025 and was also
administered across the Company's units and tea gardens to reinforce commitment towards ethical conduct
and integrity.

• Training and Interactive Sessions

Interactive training sessions were organised in hybrid mode covering topics such as public procurement, ethics,
morality, corruption prevention, cyber hygiene and cyber security. The Vigilance Department also shared
suggestions relating to systemic improvements during the sessions.

• Awareness Campaigns

Anti-corruption awareness leaflets were distributed among vendors, employees, workers and members of the
public across various divisions and tea gardens to promote awareness and public participation in anti-corruption
initiatives.

Status of vigilance cases

During FY 2025-26, the Company had an opening balance of one vigilance case, received four new cases, disposed
of three cases during the year, and had two cases pending as on 31^st March, 2026.

The Company remains committed to strengthening vigilance administration, enhancing transparency and promoting
ethical business practices across all its operations.

47. PROGRESSIVE USE OF HINDI

The Company is committed to the progressive use of Hindi as the Official Language in compliance with the Government
of India's Rajbhasha Policy and has continued its efforts in this regard. Various initiatives, including Hindi workshops,
competitions, and provision of Hindi typing facilities and software across the organization have been undertaken to
promote the use of Hindi in official work.

48. CORPORATE WEBSITE OF THE COMPANY

The Company maintains a website www.andrewyule.com where detailed information of the Company is provided.

49. RESEARCH & DEVELOPMENT (R&D) FACILITIES OF THE COMPANY

The main focus of in-house R&D facilities in the Company is to provide continuous up-gradation to the existing
products to match the demands of the domestic market as well as to seize the opportunities in export market. Some
of the R&D activities carried out by the company's different Divisions were as follows:

a. Tea Division

Tea Division being member of Tea Research Association (TRA) - TRA have all updated research findings which
are published monthly as well as discussed in monthly council meetings at different regions. TRA being an
autonomous body is highly dedicated to research & development of Tea Industry which has always helped us to
improve upon land productivity and quality of tea produced.

b. Engineering Division

Technology Development and Innovation

(i) Development of Water Jacket Type Oil-Lubricated Bearing Housing

During the year, the Engineering Division successfully developed an indigenous Water Jacket Type Oil-Lubricated
Bearing Housing for centrifugal fans, replacing the imported Chinese bearing housing system. The development
was successfully implemented against Job No. 25051S for Tata Steel.

This achievement has strengthened the Company's in-house design and manufacturing capabilities for critical
fan components and expanded its product portfolio. The indigenization initiative has also resulted in an estimated
cost saving of approximately ?3 lakh per bearing housing set, thereby enhancing the competitiveness of the
Company's products. In addition, the newly developed bearing housing offers improved reliability, maintainability,
and thermal performance for heavy-duty fan applications.

(ii) Technology Development for Reduction of Vibration in High-Speed Fans

As part of its continuous product improvement initiatives, the Company implemented a revised manufacturing
methodology for narrow-width high-speed fans to address vibration-related issues observed during operation.

The improved process includes precision machining of the impeller hub bore and seal-ring reference diameter
after impeller build-up, followed by final dynamic balancing after completion of all machining operations. This
process enhancement has significantly improved geometric accuracy and balancing stability of the impeller
assembly.

The initiative is expected to substantially reduce vibration levels in high-speed fans, resulting in improved product
performance and reliability. It will also contribute to enhanced customer satisfaction through reduction in service
complaints and minimization of repetitive field visits by service engineers.

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

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo,
as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, form part of this report.

51. PROCUREMENT FROM MICRO, SMALL AND MEDIUM ENTERPRISES

As per the requirements under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, and in line
with the notifications issued by the Central Government, Public Sector Undertakings (PSUs) are mandated to procure
a minimum of 25% of their total annual purchases from goods produced and services rendered by Micro and Small
Enterprises (MSEs). Out of this 25%, at least 4% is earmarked for procurement from MSEs owned by entrepreneurs
belonging to Scheduled Castes (SC) and Scheduled Tribes (ST), while a minimum of 3% is to be procured from
women-owned MSEs.

During FY 2025-26, the Company achieved procurement of 77.91% from MSMEs against the mandated target of
25%, including 5.46% from SC/ST-owned MSEs and 5.28% from women-owned MSEs, reflecting its continued
commitment to promoting inclusive participation of MSMEs in its supply chain.

52. PROCUREMENT THROUGH GeM

The Government e-Marketplace (GeM) is a government run e-commerce portal. It is a one-stop to facilitate and enable
easy online procurement of goods and services that are needed by various Government departments, organizations
and PSUs.

During the financial year 2025-26, AYCL has made total procurement of Rs.169.67 crore. Out of which, GeM procurement
was Rs.169.66 crore, which was equivalent to 99.99% of the total procurement by the Company.

53. STATUTORY AUDITORS AND AUDIT REPORT

In terms of section 143(5) of the Companies Act, 2013, M/s. N.C. Banerjee & Co. Chartered Accountants was appointed
by the Comptroller & Auditor General of India as the statutory auditors of your Company for the financial year 2025-26.

The report given by the Statutory Auditors on the financial statements of the Company forms part of the Annual Report.
No qualification has been made by the Statutory Auditors in their Report.

54. SECRETARIAL AUDIT AND COMPLIANCE REPORT

Pursuant to Section 204 of the Companies Act, 2013, M/s. T Chatterjee & Associates, Company Secretaries, conducted
the Secretarial Audit of the Company for the financial year ended 31^st March, 2026. The Secretarial Audit Report in
Form MR-3 forms part of this Board's Report.

The Secretarial Auditor observed certain non-compliances under the SEBI (LODR) Regulations, 2015 relating to
Board composition and constitution of Board Committees, primarily due to the non-availability of the requisite number
of Independent Directors, whose appointments are made by the Government of India in respect of Central Public
Sector Enterprises. The Company has taken necessary steps to address these observations, and the relevant Board
Committees have since been duly constituted. The Company also continues to be covered by the exemption granted
by the Ministry of Finance up to 1^st August 2026 for achieving the prescribed minimum public shareholding of 25%.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations read with SEBI Circular dated 8 February 2019,
M/s. T. Chatterjee & Associates issued the Annual Secretarial Compliance Report for FY 2025-26, which has been
duly submitted to BSE Limited and is available on the Company's website at the weblink https://www.andrewyule.com/
pdf/ASCR_2025_26.pdf

55. COST AUDITORS AND COST AUDIT REPORT

M/s Bandyopadhyaya Bhaumik & Co., Cost Accountants, (firm registration no: 000041) carried out the cost audit for
the Company for the financial year 2025-26.

The Company submits its cost audit report with the Ministry of Corporate Affairs within the stipulated time period.

M/s Bandyopadhyaya Bhaumik & Co., Cost Accountants have been re-appointed as cost auditors of the Company for
the financial year 2026-27 at the remuneration as set out in item no. 7 of the explanatory statement attached to the
notice, which is subject to ratification by the members in the ensuing Annual General Meeting.

56. COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA ON THE ACCOUNTS:

The Comptroller and Auditor General of India (C&AG) had conducted supplementary audit under section 143(6) (a) of
the Companies Act,2013 of the financial statements of Andrew Yule & Co. Ltd for the year ended 31^st March,2026. The
comments of Comptroller and Auditor General of India under section 143(6) (b) of the Companies Act,2013 on the
Standalone and Consolidated financial statements of the Company for the Financial year ended 31^st March,2026 forms
part of this report.

The Management's response to the comments of C&AG on the standalone and Consolidated Financial Results are
tabulated below:

Standalone:

57. INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company had filed an application seeking exemption from long-term capital gains tax arising from the sale of
shares of its erstwhile associate company i.e. M/s Dishergarh Power Supply Co. Ltd. and its joint venture M/s Phoenix
Yule Ltd. as envisaged under the BIFR Revival Scheme. Following withdrawal of the earlier application pursuant to
directions of the Hon'ble NCLT, the Company has initiated steps to refile the matter under the relevant provisions of
the Insolvency and Bankruptcy Code, 2016. The matter remains under process, and there has been no material
change in its status during the year.

58. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) read with section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting
standards had been followed along with the proper explanation relating to material departures, if any;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and

estimates that were 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 and loss of the Company for that period;

iii. the Directors had 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;

iv. the Directors had prepared the annual accounts of the Company on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal

financial controls were adequate and operating effectively; and

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

59. CAUTIONARY STATEMENT

This report contains forward-looking statements relating to the Company's objectives, expectations, and projections,
which are subject to applicable securities laws and regulations. Actual results may differ materially due to various
factors such as market conditions, input availability and pricing, regulatory changes, economic developments, litigation,
and industrial relations.

The Company assumes no obligation to update or revise these statements in light of future events or developments.

60. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the dedication and efforts of employees at all levels. It
gratefully acknowledges the continued guidance and support from the Ministry of Heavy Industries, Government of
India, and other Central and State Government Ministries.

The Directors also express their gratitude to the Comptroller & Auditor General of India, statutory, cost, internal,
secretarial, and tax auditors, and all stakeholders for their valuable support. The Board extends its thanks to the
Company's shareholders, esteemed customers, bankers, financial institutions, and suppliers in India and abroad
for their continued trust and cooperation.

For and on behalf of the Board

Kolkata,

24^th August, 2026 ^Sd/-

Ananta Mohan Singh
Chairman & Managing Director