Esab India Ltd

Filing Status

• CIT(A) upheld penalties of Rs 1,23,10,580 for AY 2017-18 and Rs 21,86,636 for AY 2018-19.
• The company will prefer an appeal against the orders.

Financial results

• Unaudited results for quarter ended 30 June 2026 approved by Board; Audit Committee reviewed.
• Results to be uploaded on the company's website and published in Business Standard and Makkal Kural.
• Limited Review Report by Deloitte Haskins & Sells enclosed.

SPV investment for renewable energy

• Board approved 26% equity in SPV for 1 MW solar; up to Rs 40 lakh.

SPV details

• SPV to be incorporated by Sunsure Energy Private Limited; SPV yet to be incorporated.
• SPV to supply 1 MW solar power to ESAB India's Nagpur plant.
• Cost of subscription up to Rs 40 lakh for 26% equity.

Management changes

• Retirement of Biswadeep Banerjee, General Manager - Equipment Sales and After Market (SMP), effective 31 July 2026.
• Jalubula Venkata Koteswara Rao appointed Head, Sales and Marketing, Equipment and Cutting Systems; SMP from 1 August 2026.

AGM Details

• AGM held on 29 July 2026 at 3:30 PM via VC/OAVM.
• Record date 23 July 2026; last day for postal ballot receipt 29 July 2026.
• Meeting conducted via Video Conference / Other Audio-Visual Means.
• Meeting started 3:30 PM and ended at 4:42 PM.

Resolutions Put to Vote

• Adopt Audited Financial Statements for year ended 31 March 2026 — passed.
• Declare final dividend of Rs 25 per equity share — passed.
• Re-appointment of Mr. B Mohan by rotation — passed.
• Approval of appointment of Mr. Curtis Evan Jewell as Non-Executive Director — passed.
• Ratification of remuneration payable to Cost Auditors — passed.
• Approval for payment of Commission to Independent Directors — passed.

Director Changes

• Mr. B Mohan re-appointed by rotation.
• Mr. Curtis Evan Jewell appointed as Non-Executive Director.

Auditors & Remuneration

• Cost Auditors’ remuneration ratified.

Dividend Details

• Final dividend of Rs 25 per equity share.

Financial performance

• Total revenue ₹151.42 cr; up 9.8% YoY.
• Profit before tax ₹27.40 cr; Net profit ₹20.67 cr.
• Earnings per share ₹134.30; Dividend payout ratio 69%.
• Net worth ₹429.38 cr; up from ₹361.25 cr.
• Two interim dividends of ₹25 per share; final ₹25 proposed.

Dividend & capital allocation

• Interim dividends ₹25 per share twice in 2025-26.
• Final dividend ₹25 per share proposed at AGM.
• Share capital ₹15.39 cr; 1.539 cr equity shares.
• Company remains debt-free; cash ₹5.75 cr.
• Dividend payout ratio for FY2025-26: 69%.

Governance & leadership changes

• Curtis Jewell appointed Non-Executive Director and Chairman from 1 May 2026.
• Kevin Johnson served as Chairman until 30 Apr 2026.
• Audit Committee: Jewell joins from 1 May 2026.
• Nomination & Remuneration Committee: Jewell joins 1 May 2026.
• Risk Management Committee: Jewell appointed Chairman from 1 May 2026.
• CSR Committee: Jewell joins 1 May 2026; chaired by Cauvery Dharmaraj.

ESG & CSR performance

• CSR spend ₹4.164 cr; obligation ₹4.452 cr; unspent ₹0.288 cr.
• Unspent CSR funds transferred to unspent CSR account.
• CSR projects include welding safety training; rural skill development; college research.
• ISO 14001 and OHSAS 18001; Nagpur ZLD plant; energy and water efficiency.
• Energy: 91,205 GJ; GHG: 17,342 t CO2e; water withdrawal: 56,503 KL.

Audit, risk & controls

• Statutory auditors Deloitte Haskins & Sells; unqualified report.
• Internal auditors KPMG; ICFR adequate and effective.
• Secretarial auditor MR-3 V Mahesh; no observations.
• Contingent liabilities ₹2.493 cr; commitments ₹9.21 cr.
• AGM scheduled for 29 July 2026; remote e-voting 26-28 July 2026.

Shareholding & capital markets

• Promoters hold 73.72% via ESAB Holdings UK and Exelvia Group India BV.
• Top public holders: SBI Small Cap Fund 6.55%; Nippon India 5.35%.
• Total shareholders 20,502; 99.48% dematerialised.
• ISIN INE284A01012.

Geography, operations & workforce

• Domestic revenue ₹124.95 cr; Overseas ₹25.25 cr; exports ~17%.
• Total employees 1,003; 3 plants, 11 offices nationwide (14 locations total).
• Plant locations: Ambattur (Chennai), Sriperumbudur, Nagpur.
• No subsidiary companies.

Corrigendum overview

• Omissions in AR 2025-26 corrected: tax dues AY 2003-04 and AY 2004-05 disclosed.
• Correction to five-year financial highlights: 'Retained Earnings' label changed to 'Earnings for the year'.
• BRSR remuneration figure corrected for Key Managerial Personnel: 1,84,63,840 rupees.
• Corrigendum encloses revised AR; made available on company website.
• No impact on financial statements for year ended 31 March 2026.
• Appointment of Curtis Evan Jewell as Non-Executive Nominee Director and Chairman effective 1 May 2026.
• Shareholders approval sought for Curtis Jewell appointment per SEBI LODR 2015.
• Remuneration of cost auditors Geeyes & Co ratified at 5.50 lakh; for FY2026-27.
• Approval for payment of independent directors' commission up to 1% of net profits for 2026-31.
• AGM notice for 29 July 2026 via VC/OAVM; explanatory statements included.

Dematerialisation/rematerialisation status

• All dematerialisation requests processed during the period.
• Physical certificates mutilated and cancelled after verification; depository named as registered owner in records within timeline.
• Securities dematerialised listed on the stock exchanges where listed previously.
• No exceptions or non-compliance reported.

Financial snapshot

• Total revenue for 2025-26: ₹151,418 lakh; up 9.8% YoY.
• Profit after tax: ₹20,669 lakh; Earnings per share: ₹134.30.
• Net worth: ₹42,938 lakh; equity capital: ₹15,393 lakh shares issued.
• Dividend per share: ₹92; total dividend: ₹14,162 lakh; payout 69%.
• Company remained debt-free; cash and bank balances: ₹57.46 crore.

Profitability & cash flow

• Operating profit: ₹25,674 lakh; Profit before tax: ₹27,400 lakh.
• Tax expense: ₹6,731 lakh; Exceptional items: ₹1,726 lakh.
• Cash from operations: ₹18,069 lakh; Capital expenditure: ₹29.78 crore.
• Net cash flow: operating cash positive; investing cash outflow driven by capex and investments.

Dividends & AGM

• Two interim dividends of ₹25 per share paid in 2025-26.
• Final dividend of ₹25 per share proposed for 2025-26, subject to AGM approval.
• AGM scheduled for 29 July 2026 via VC/OAVM.
• Dividend policy published on company website.

Governance

• Curtis Evan Jewell appointed Non-Executive Nominee Director and Chairman from 1 May 2026.
• Kevin Johnson ceased as Chairman on 30 Apr 2026.
• Board size six; five meetings held in 2025-26; key committees updated post May 2026.
• Statutory Auditor: Deloitte Haskins & Sells; Internal Auditor: KPMG; Cost Auditor: Geeyes & Co.
• Holding: ESAB Corporation holds 73.72% via UK and Netherlands entities.

CSR & ESG highlights

• CSR spend: ₹4,16,42,049; average net profit basis ₹4,25,32,665; unspent ₹28,80,121 carried forward.
• CSR 2% of average net profit: ₹4,25,32,665; projects aligned to Schedule VII.
• Beneficiaries: 9,923 rural individuals via welding training; 106 others; 100% rural focus.
• Aspirational districts CSR: Bihar (Aurangabad) ₹8,14,379; Uttarakhand (Haridwar) ₹10,47,279; AP (Vishakhapatnam) ₹2,24,958; Kadapa ₹11,65,961.
• CSR policy and annual action plan available on company website.

Environment & sustainability

• Total energy: 91,205 GJ; renewables 38,321 GJ; non-renewables 52,884 GJ; intensity 60.47 GJ/₹ crore turnover.
• Water withdrawal: 56,503 KL; water intensity: 37.46 KL/₹ crore turnover.
• Waste: total 3,498 MT; recycled 4,610.75 MT; landfilled 7,786.01 MT.
• GHG emissions: Scope 1 1,194 MT CO2e; Scope 2 16,148 MT CO2e; total 17,342 MT; intensity 11.49.
• Nagpur plant uses Zero Liquid Discharge with ETP+RO; water recycled for flushing/greenbelt.

Risks & outlook

• Outlook remains challenging amid macro volatility and FX movements; long-term investments underway.
• Key risks: pricing pressures, liquidity constraints, supply chain disruptions, cyber security.
• Opportunities: product enhancements, export expansion, service revenue growth in India.

Related party transactions

• All related party transactions are in the ordinary course and at arm's length.
• Audit Committee provides omnibus approvals; detailed quarterly updates to Board.

Audit & internal controls

• Statutory auditors Deloitte Haskins & Sells issued unqualified report.
• Key audit matter: provision for excess/obsolete inventories; management estimates reviewed.
• Secretarial audit (MR-3) reported compliance with applicable laws; no observations.
• Internal controls (ICFR) deemed adequate; audit trail maintained as per rules.

AGM Details

• AGM on 29 July 2026 at 3:30 PM via VC/OAVM.
• Record date for voting rights: 23 July 2026.
• Remote e-voting window: 26 July 2026 09:00 to 28 July 2026 17:00.
• Notice dispatched: 3 July 2026; Benpos date: 26 June 2026.
• Result date: on or before 31 July 2026.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for FY 2025-26.
• Ordinary: Declare final dividend of $25 per equity share.
• Ordinary: Re-appoint Mr. B Mohan as Director (retiring by rotation).
• Special: Appointment of Curtis Evan Jewell as Non-Executive Nominee Director.
• Ordinary: Ratify remuneration payable to Cost Auditors.
• Ordinary: Approve commission to Independent Directors up to 1% of net profits.

Voting Results

• Adopt Audited Financial Statements: voting results not disclosed.
• Final dividend: voting results not disclosed.
• Director appointment: voting results not disclosed.
• Curtis Jewell appointment: voting results not disclosed.
• Cost Auditor remuneration: voting results not disclosed.
• Independent Directors' commission: voting results not disclosed.

Dividend

• Proposed final dividend: $25 per equity share; interim dividends already paid during year.

Director Changes

• Curtis Evan Jewell appointed Non-Executive Nominee Director and Chairman from 1 May 2026.
• Kevin Johnson ceased as director on 30 April 2026; replaced by Jewell as Chairman.

Auditor Appointments

• Statutory Auditor: Deloitte Haskins & Sells; five-year tenure (till 42nd AGM).
• Secretarial Auditor: V. Mahesh & Associates; MR-3; five-year term (2025-30).
• Cost Auditor: Geeyes & Co.; remuneration fixed at ₹5.5 lakh for 2026-27.

Material Related Party Transactions

• All related party transactions were in ordinary course and at arms-length; no material RPTs.
• Audit Committee omnibus approvals; quarterly updates to Board.

Other Material Approvals

• CSR 2025-26: spend ₹4.1642 crore; unspent ₹0.288 crore transferred to unspent CSR account.
• CSR Committee formed; CSR policy and projects disclosed on company website.