Key Dates

  • AGM Date: 11 September 2026
  • Record Date: 4 September 2026 (for determining members entitled to attend AGM and receive dividend)
  • E-voting period: 8 September 2026 (9:00 AM) to 10 September 2026 (5:00 PM)
  • Dividend payment: Within 30 days from AGM date if declared

Dividend Declaration

  • Proposed dividend: ₹3.50 per equity share of ₹10 each (35%) for FY2025-26
  • Dividend amount: Total quantum not specified in disclosure
  • Record date: 4 September 2026

Ordinary Business Resolutions

1. Adoption of Financial Statements: Ordinary resolution to adopt audited financial statements for FY2025-26

2. Dividend Declaration: Ordinary resolution to declare dividend of ₹3.50 per share

3. Reappointment of Director: Ordinary resolution to reappoint Mrs. Neha Gandhi (DIN: 07623685) as Executive Director who retires by rotation

4. Reappointment of Auditors: Ordinary resolution to reappoint Price Waterhouse Chartered Accountants LLP (FRN: 012754N/N500016) as statutory auditors for second term of 5 years from conclusion of 27th AGM to conclusion of 32nd AGM (FY2026-27 to FY2030-31)

Special Business Resolutions

5. Cost Auditor Remuneration: Ordinary resolution to ratify remuneration of ₹1,25,000 plus applicable taxes to M/s. G S & Associates (Cost Accountants) for FY2026-27 audit

6. ESOP Plan Modification: Special resolution to modify Stove Kraft Employee Stock Option Plan 2018:

  • Increase total options from 813,000 to 1,025,000
  • Additional 212,000 ESOPs to be added
  • Inclusion of vesting schedule and other amendments

7. Reappointment of Independent Director: Special resolution to reappoint Mr. Anup Sanmukh Shah (DIN: 00317300) as Non-Executive Independent Director for second term of 5 years from 2 November 2026 to 1 November 2031

8. Reappointment of Executive Director: Special resolution to reappoint Mrs. Neha Gandhi as Executive Director for 5 years from 30 September 2026 to 29 September 2031 with specified remuneration structure:

  • Basic Salary: ₹40,04,000 per annum
  • House Rent Allowance: ₹22,17,600 per annum
  • Conveyance Allowance: ₹12,40,812 per annum
  • Variable Pay: ₹15,40,000 per annum
  • Total FY2025-26 remuneration: ₹70,29,327

9. Appointment of Director: Ordinary resolution to appoint Mr. Chandru Kalro (DIN: 03474813) as Non-Executive Non-Independent Director

10. Professional Fees Approval: Special resolution to approve payment of professional fees to Mr. Chandru Kalro for advisory services:

  • Retainer fee: ₹2,00,00,000 per annum plus taxes
  • Performance-linked incentives: ₹3,00,00,000 for achieving FY2029 targets (₹3,000 Crores revenue, 14% EBITDA) and ₹5,00,00,000 for FY2031 targets (₹5,000 Crores revenue, 14% EBITDA)
  • Initial term: 11 September 2026 to 31 March 2027, renewable annually

Financial Performance Highlights (Rs. in million)

| Particulars | FY2025-26 | FY2024-25 | FY2023-24 |

| Revenue from Operations | 16,074.24 | 14,498.17 | 13,643.30 |

| Profit before interest and depreciation | 1,577.58 | 1,510.62 | 1,188.67 |

| Profit before tax | 509.83 | 487.88 | 455.51 |

| Net Profit | 419.91 | 385.05 | 341.35 |

Governance and Compliance Details

  • E-voting facility provided by KFin Technologies Limited, the Company's RTA
  • Scrutinizer appointed: BMP & Co. LLP (Pramod S M and Biswajit Ghosh)
  • Annual Report for FY2025-26 sent electronically to members with registered email addresses
  • Members holding shares in dematerialized form must update bank particulars with their Depository Participants for dividend receipt
  • Tax on dividend will be deducted at source as per Finance Act 2020 provisions

Capital Structure Impact

  • ESOP expansion may lead to potential dilution upon exercise of additional 212,000 options
  • Dividend payment will result in cash outflow from company
  • No immediate change in paid-up capital disclosed

Cash Flow Implications

  • Dividend payment: Cash outflow within 30 days of AGM declaration
  • Professional fees payment: Annual cash outflow of ₹2 crore retainer plus potential performance payments
  • Auditor remuneration: Cash outflow for statutory and cost audit fees

Forward-looking Information

  • Company expects consistent profits in coming years
  • Performance targets set for FY2029 (₹3,000 Cr revenue) and FY2031 (₹5,000 Cr revenue) with 14% EBITDA margin
  • ESOP plan modifications aimed at attracting, retaining and motivating key talent