Date: July 29, 2026

KMP / Board / Auditor Changes

Mr. Ashish Kumar Modi (DIN: 07680512), Director, retires by rotation and is seeking re-appointment at the AGM. He was appointed to the Board on October 22, 2019. His current term details are not specified in the document.

Dividend Declaration or Non-Declaration

The Board has recommended a Final Dividend of ₹110 (Rupees One Hundred and Ten Only) per equity share for the Financial Year 2025-26. This represents 1,100% of the face value of ₹10 per share. The dividend payout will amount to approximately ₹973 Million if approved. The Record Date for determining eligible members is Friday, July 17, 2026. The Register of Members and Share Transfer Books will be closed from Saturday, July 18, 2026 to Tuesday, July 28, 2026 (both days inclusive). Dividend payment will be made electronically from Wednesday, August 5, 2026, subject to TDS deduction.

Board Meeting Outcomes

The Board meeting held on May 20, 2026, approved several items for shareholder approval at the AGM:

  • Recommendation of final dividend of ₹110 per equity share for FY 2025-26
  • Re-appointment of Mr. Ashish Kumar Modi as director
  • Commission payment to Dr. Ganesh Natarajan, Independent Director and Non-Executive Chairman
  • Material Related Party Transactions with Honeywell International Inc. and Honeywell Measurex (Ireland) Limited
  • Appointment and remuneration ratification of Cost Auditors for FY 2026-27

Financial Results (Standalone)

For FY 2025-26:

  • Sales and Other Income: Increased by 11.2% compared to previous year
  • Operating Profit: ₹7,845 million (Previous Year: ₹7,667 million)
  • Finance Cost: ₹97 million (Previous Year: ₹67 million)
  • Depreciation: ₹537 million (Previous Year: ₹544 million)
  • Exceptional Item: ₹123 million (Previous Year: Nil)
  • Profit Before Tax: ₹7,088 million (Previous Year: ₹7,056 million)
  • Income Tax and Deferred Tax Expenses: ₹1,838 million (Previous Year: ₹1,820 million)
  • Profit After Tax: ₹5,250 million (Previous Year: ₹5,236 million)
  • Profit Brought Forward: ₹38,087 million (Previous Year: ₹33,784 million)
  • Dividend: ₹928 million (Previous Year: ₹884 million)
  • Balance Carried Forward: ₹42,418 million (Previous Year: ₹38,087 million)

Exports revenue increased by 5.1% over previous year. Profit before tax represents 15.1% of revenue from operations compared to 16.8% in the previous year.

Material Related Party Transactions

Shareholder approval sought for two categories of Material Related Party Transactions for FY 2026-27:

With Honeywell International Inc. (Ultimate Holding Company):

  • Maximum aggregate value: ₹9,500 million
  • Transaction types: Purchase of goods/services (₹2,900M), Sale of goods/services including reimbursement of expenses (₹6,500M), Purchase/sale of fixed assets (₹100M)
  • Represents 22.7% of company's FY2024-25 turnover and 20.3% of FY2025-26 turnover
  • HII financials (FY2024): Turnover ₹34,509,610 million, Profit After Tax ₹5,145,340 million, Net Worth ₹16,690,070 million

With Honeywell Measurex (Ireland) Limited (Fellow Subsidiary):

  • Maximum aggregate value: ₹7,700 million
  • Transaction types: Purchase of goods/services (₹7,500M), Sale of goods/services including reimbursement of expenses (₹100M), Purchase/sale of fixed assets (₹100M)
  • Represents 18.4% of company's FY2024-25 turnover and 16.4% of FY2025-26 turnover
  • HMIL financials (FY2024): Turnover ₹62,827 million, Profit After Tax ₹10,694 million, Net Worth ₹54,089 million

Both transactions are at arm's length pricing and in ordinary course of business. Historical transaction values with HII: FY2025-26: ₹6,159M, FY2024-25: ₹5,850M, FY2023-24: ₹4,143M. With HMIL: FY2025-26: ₹5,018M, FY2024-25: ₹5,052M.

Cost Auditor's Remuneration

The Board appointed M/s CS Adawadkar & Co., Cost Accountants (Firm Registration No. 100401) as Cost Auditors for FY 2026-27 at remuneration of ₹700,000 plus applicable taxes and reimbursement of out-of-pocket expenses. Shareholder ratification sought for this appointment.

Commission to Independent Directors

Commission approved for FY 2025-26:

  • Dr. Ganesh Natarajan: ₹3.25 million
  • Ms. Neera Saggi: ₹3.15 million

Special resolution required for Dr. Ganesh Natarajan's commission as it exceeds fifty percent of total remuneration payable to all Non-Executive Directors.

AGM Logistics

The 42nd Annual General Meeting will be held on Wednesday, July 29, 2026 at 4:00 p.m. IST through Video Conferencing/Other Audio Visual Means. The deemed venue is the Registered Office at 56 & 57, Hadapsar Industrial Estate, Pune - 411 013, Maharashtra.

Remote e-voting period: Sunday, July 26, 2026 (9:00 a.m. IST) to Tuesday, July 28, 2026 (5:00 p.m. IST). Cut-off date for voting rights: Wednesday, July 22, 2026.

Other Disclosures

The document contains extensive procedural details regarding:

  • E-voting procedures through NSDL platform
  • Dividend payment process in electronic mode only
  • KYC compliance requirements for shareholders
  • IEPF regulations and unclaimed dividend procedures
  • Green initiative for electronic communication
  • Tax treatment of dividend income

Corrections from Original Filing

The document corrects a typo on page 16 of the originally submitted Annual Report regarding commission payable to Independent Directors, changing the values to: Dr. Ganesh Natarajan: 3.25, Ms. Neera Saggi: 315.