Key Dates and Procedures

  • 35th AGM Date: Tuesday, June 30, 2026 at 04:00 PM IST through Video Conferencing/Other Audio Visual Means
  • Record Date: Tuesday, June 23, 2026 for determining entitlement to receive final dividend and voting rights
  • Book Closure: Monday, June 15, 2026 to Tuesday, June 30, 2026 (both days inclusive)
  • Remote E-voting Period: Saturday, June 27, 2026 at 09:00 AM to Monday, June 29, 2026 at 05:00 PM
  • Dividend Payment Date: On or before July 29, 2026, if approved
  • Scrutinizer: CS Sandhya Malhotra, Partner at M/s. Manish Ghia & Associates

Ordinary Business Items

1. Adoption of Financial Statements

To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY ended March 31, 2026 with Board of Directors and Auditors reports
  • Audited Consolidated Financial Statements for FY ended March 31, 2026 with Auditors report

2. Final Dividend Declaration

  • To declare Final Dividend @ 100% of ₹5 per equity share of face value ₹5 each for Financial Year 2025-26
  • Dividend amount: ₹5 per share

3. Director Re-appointment

  • To appoint Mr. Vishal Jugal Laddha (DIN: 00033628) who retires by rotation and offers himself for re-appointment

4. Statutory Auditor Re-appointment

  • To re-appoint M/s. R Kabra & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 104502W/W100721) as Statutory Auditors
  • Term: Second consecutive term of 5 years from conclusion of 35th AGM until conclusion of 40th AGM (FY 2026-27 to FY 2030-31)
  • Proposed remuneration for FY 2026-27: ₹28,00,000 excluding GST and out-of-pocket expenses

Special Business Items

5. Secretarial Auditor Appointment

  • To appoint Ms. Shruti Somani, Practising Company Secretary (COP No. 22487) as Secretarial Auditor
  • Term: 5 consecutive years from conclusion of 35th AGM until AGM in 2031 (FY 2026-27 to FY 2030-31)

6. Re-appointment of Mr. Roop Kishor Bhootra as Whole-Time Director

  • Re-appointment for 3 consecutive years from November 15, 2026 to November 14, 2029
  • Maximum remuneration: ₹25,00,00,000 per annum inclusive of basic salary, performance bonus, allowances and benefits (exclusive of perquisites)
  • In case of loss/inadequacy of profits: Entitled to receive remuneration as minimum remuneration not exceeding 3 years
  • Current holding: 232,393 equity shares (0.3704%) in personal capacity

7. Re-appointment of Mr. Vishal Jugal Laddha as Whole-Time Director

  • Re-appointment for 3 consecutive years from November 15, 2026 to November 14, 2029
  • Maximum remuneration: ₹10,00,00,000 per annum inclusive of basic salary, performance bonus, allowances and benefits (exclusive of perquisites)
  • In case of loss/inadequacy of profits: Entitled to receive remuneration as minimum remuneration not exceeding 3 years
  • Current holding: 75,394 equity shares (0.1202%) in personal capacity

8. Increase in Authorized Share Capital

  • Increase from ₹33,00,00,000 to ₹35,00,00,000
  • From: 6,55,00,000 Equity Shares of ₹5 each + 5,00,000 Redeemable Preference Shares of ₹5 each
  • To: 6,95,00,000 Equity Shares of ₹5 each + 5,00,000 Redeemable Preference Shares of ₹5 each
  • Consequential alteration of Clause V of Memorandum of Association

9. ARSSBL Employee Stock Option Plan 2026

  • Introduction and implementation of ESOP 2026 scheme
  • Maximum options: 20,00,000 Employee Stock Options convertible into equivalent equity shares of face value ₹5 each
  • Eligibility: Employees (including directors) excluding Promoters, Promoter Group, Independent Directors, and directors holding >10% equity shares
  • Vesting period: Minimum 1 year, maximum 5 years from grant date
  • Exercise period: 60 months (5 years) from vesting date
  • Implementation: Direct route without trust involvement

10. Extension of ESOP 2026 to Group Companies

  • Extension of ESOP benefits to employees of Holding, Subsidiary(ies), and Associate Company(ies)
  • Same maximum limit of 20,00,000 options shared with company employees

Financial Performance Reference (Provided in Explanatory Statement)

| Particulars (Standalone in millions) | 2025-26 | 2024-25 | 2023-24 |

| Total Income | 9,337.08 | 8,448.80 | 6,828.33 |

| Profit before Tax | 1,741.18 | 1,405.92 | 1,166.92 |

| Net Profit after tax | 1,318.17 | 1,038.20 | 785.83 |

| Paid-up Equity Capital | 313.63 | 221.78 | 221.78 |

| Reserves & Surplus | 13,216.01 | 4,843.51 | 3,731.50 |

| Basic EPS (₹) | 24.58 | 23.41 | 19.35 |

| Diluted EPS (₹) | 23.86 | 22.51 | 18.50 |

Dividend Distribution Details

  • Dividend Rate: 100% or ₹5 per equity share of face value ₹5
  • Record Date: June 23, 2026
  • Payment Mode: Electronic only (no physical warrants/cheques)
  • TDS Requirements:
  • Resident shareholders: 10% TDS if PAN provided, 20% if no PAN/PAN not linked with Aadhaar
  • Non-resident shareholders: 20% plus applicable surcharge and cess
  • Exemptions available for certain categories with appropriate documentation
  • Unclaimed Dividend: Dividends unclaimed for 7 years will be transferred to IEPF

Voting Arrangements

  • Remote E-voting: Through MUFG Intime India Private Limited platform
  • InstaMeet VC: For attending AGM through video conferencing
  • Voting Rights: Based on shareholding as on record date June 23, 2026
  • Results Declaration: Within 2 days of AGM conclusion, to be posted on company website and stock exchanges

Additional Information

  • Annual Report 2025-26 available on company website: https://anandrathi.com/investors
  • Documents available for inspection at registered office during working hours
  • Investor grievance redressal email: secretarial@rathi.com
  • RTA: MUFG Intime India Private Limited