ESAB India Limited has announced its 39th Annual General Meeting (AGM), scheduled for Wednesday, July 29, 2026 at 3:30 p.m. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The notice and Annual Report for FY2025-26 were dispatched to shareholders on July 3, 2026, in compliance with Regulation 30 and 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company delivered a strong financial performance for FY2025-26, with revenue from operations growing 9.80% across all product categories, driven by volume, price, and new product launches.

AGM Schedule and E-Voting Details

The key dates for the AGM process are outlined below:

Voting rights will be reckoned based on shares registered as on the cut-off date of July 23, 2026. The e-Voting facility is being provided through NSDL (EVEN: 139776). Mr. V Mahesh, Practicing Company Secretary (Membership No. F4162), has been appointed as Scrutinizer for the e-Voting process.

AGM Agenda

The AGM will transact the following businesses:

Ordinary Business:

• Adoption of audited financial statements for the financial year ended 31st March 2026, along with the Directors' and Auditors' Reports
• Declaration of final dividend of ₹25 per equity share of ₹10 each (250%) for FY2025-26
• Re-appointment of Mr. B Mohan (DIN: 00261434), Director & CFO, who retires by rotation

Special Business:

• Approval of the appointment of Mr. Curtis Evan Jewell (DIN: 11666741) as Non-Executive Nominee Director with effect from 1st May 2026
• Ratification of remuneration of ₹5,50,000/- payable to M/s. Geeyes & Co., Cost Auditors, for the financial year ending 31st March 2027
• Approval for payment of commission to Independent Directors not exceeding 1% of net profits per annum for five financial years from 2026-27 to 2030-31

Five-Year Financial Highlights

The company's financial performance over the past five years reflects consistent growth across key metrics (₹ in Lakhs):

For FY2025-26, revenue from operations grew by 9.80% across all product categories, driven by volume, price, and new product launches. Profit before tax was higher by 8.92% over the previous year. The exceptional item of ₹1,726 lakhs in FY2025-26 comprises a gain of ₹3,091 lakhs on sale of land at Khardah, West Bengal, partially offset by ₹1,365 lakhs on account of increased gratuity liability arising from the notification of the new Labour Codes by the Government of India on November 21, 2025.

Financial Position

The five-year financial position of the company is summarised below (₹ in Lakhs):

Shareholders' funds stood at ₹429.38 Crores at the end of FY2025-26, as against ₹361.25 Crores at the end of the previous year. Cash and cash equivalents were at ₹57.46 Crores at year-end versus ₹65.11 Crores in the prior year. Capital expenditure for the year was ₹29.78 Crores, directed towards infrastructure, EHS, R&D, and IT system upgrades. The company earned income of around ₹139 Lakhs from investments in mutual funds during the period 1st April 2025 to 31st March 2026, and remained debt-free throughout the year.

Dividend Details

During FY2025-26, the Board declared two interim dividends and has proposed a final dividend subject to shareholder approval:

The dividend per share for FY2025-26 stands at ₹92 (including two interim dividends and proposed final dividend), with a dividend payout ratio of 69%.

Board and Key Managerial Changes

Pursuant to a nomination letter dated 22nd April 2026 from ESAB Holdings Limited, UK, Mr. Curtis Evan Jewell was appointed as Non-Executive Nominee Director and Chairman of the Board replacing Mr. Kevin Johnson with effect from 1st May 2026. Mr. Curtis Evan Jewell is a Senior Vice President and General Counsel of ESAB Corporation and brings significant experience in legal, acquisitions, and cross-border initiatives. His appointment requires shareholder approval, which has been placed before the AGM.

Mr. B Mohan, Director & CFO, retires by rotation at the forthcoming AGM and, being eligible, has offered himself for re-appointment. Mr. Rohit Gambhir continues as Managing Director, with his current term valid until 30th September 2028. The company had 1,003 employees as at the end of March 2026, compared to 933 at the end of March 2025.

Business Performance and Operations

The company operates in the fabrication technology segment, with 3 manufacturing plants and 11 offices across India. Exports contributed approximately 17% of total turnover, with the company serving markets across 28 states domestically and 10 countries internationally. Revenue from outside India grew to ₹25,249 lakhs in FY2025-26 from ₹19,255 lakhs in FY2024-25. The company continued to witness double-digit growth in support services through its GCC and R&D services to related parties. During FY2025-26, total foreign exchange outflows amounted to ₹27,743 lakhs, while foreign exchange earnings were ₹25,206 lakhs, resulting in a net foreign exchange outflow of ₹2,573 lakhs.

CSR and Compliance Highlights

During FY2025-26, ESAB India's total CSR obligation was ₹4,45,22,170/-. The company spent ₹4,16,42,049/- on CSR activities, primarily focused on vocational skills development in safe welding practices and research collaboration. An unspent amount of ₹28,80,121/- pertaining to two ongoing projects was transferred to a separate unspent CSR account on 28th April 2026. The Secretarial Auditor, Mr. V Mahesh, confirmed that the company has proper board processes and a compliance mechanism in place, with no observations or non-compliances noted for FY2025-26. The statutory auditors M/s. Deloitte Haskins & Sells issued an unqualified report on the financials for the year ended 31st March 2026. As on 31st March 2026, 99.48% of the total paid-up equity capital was held in dematerialised form, and the company had 20,502 shareholders.

Key Financial Ratios

The following table presents key financial ratios for FY2025-26 compared to FY2024-25:

ESAB India reported a 17.8% increase in net profit for the financial year ended March 31, 2026, reaching ₹2,066.9 crore, up from ₹1,754.2 crore in the previous year. The company's revenue from operations for FY26 stood at ₹15,081.5 crore, compared to ₹13,734.7 crore in FY25. The Board of Directors has recommended a final dividend of ₹25 per equity share of ₹10 each, amounting to a total outflow of ₹38,48,25,500, subject to shareholder approval at the Annual General Meeting.

The audited results were reviewed by the Audit Committee and approved by the Board on May 27, 2026. M/s. Deloitte Haskins & Sells, the Statutory Auditors, issued an audit report with an unmodified opinion regarding the financial results. For the quarter ended March 31, 2026, the company reported a net profit of ₹435.5 crore and revenue from operations of ₹3,957.5 crore.

Dividend and Record Date

The Board has fixed July 23, 2026, as the record date to determine shareholder eligibility for the 39th Annual General Meeting and the declaration of the final dividend for FY26. The AGM is scheduled for July 29, 2026, at 15:30 hours via Video Conferencing or Other Audio-Visual Means. The dividend will be paid within 30 days from the date of the AGM, subject to approval.

Financial Performance

The company's total income for FY26 was ₹15,141.8 crore, with a profit before tax of ₹2,740 crore. Exceptional items for the year included a gain on the sale of land and an impact from the new Labour Code. Earnings per share (EPS) for the year increased to ₹134.30 from ₹113.98 in the previous year.