Ingersoll-Rand (India) Ltd

AGM Details

• AGM held on 14 August 2026 at 12:00 noon via Video Conferencing (VC).
• Record date for voting: 7 August 2026; record shareholders: 38,753.

Key Resolutions

• Item 1: Adopt audited balance sheet, P&L, and directors’ and auditors’ reports.
• Item 2: Declare final dividend of Rs 20 per equity share.
• Item 3: Reappoint Gareth R. Topping as director (re-appointment by rotation).
• Item 4: Approve material related party transactions with Industrial Technologies and Services LLC.
• Item 5: Appoint Govindraj Akshay & Associates as Secretarial Auditors.
• Item 6: Ratify remuneration to Cost Auditors for FY 2026-27.

Voting Results

• Item 1: Passed with requisite majority; 2 votes against.
• Item 2: Passed with requisite majority; 2 votes against.
• Item 3: Passed; 96.26% in favour, 3.74% against.
• Item 4: Passed; 77.52% in favour.
• Item 5: Passed; 97.31% in favour.
• Item 6: Passed; 99.998% in favour.

Dividend

• Final dividend of Rs 20 per equity share approved.

Director Changes

• Gareth R. Topping reappointed as director; retires by rotation.

Auditor Appointments

• Secretarial Auditor appointed; remuneration for Cost Auditors ratified for FY 2026-27.

Material Related Party Transactions

• Approval of material related party transactions with Industrial Technologies and Services LLC.

Other Approvals

• Remuneration, audit, and governance approvals disclosed.

AGM proceedings

• AGM held 14 Aug 2026 via VC/OAVM; 39 members attended.
• Audited Balance Sheet and P&L for year ended Mar 31, 2026 approved.
• Final dividend of Rs 20 per equity share for FY ended Mar 31, 2026 declared.
• Mr. Gareth Robert Topping to continue as Director after rotation (reappointment).
• Material related party transactions with Industrial Technologies and Services LLC approved.
• Govindraj Akshay & Associates appointed Secretarial Auditors.
• Remuneration payable to Diwanji & Co for cost audit FY ending Mar 31, 2027 ratified.

AGM update and highlights

• AGM held on 14 August 2026 via VC/OAVM; voting results to be declared within two working days.
• Q1 FY2026 (quarter ended 30 June 2026): total income INR 389 crores and PAT INR 70 crores.
• Sanand facility fully operational; commercial production commenced; LRBU, HOC Dryers, Bio-gas compressors in production; centrifugal by Q2 2026-27.
• Sanand expansion provides immediate profit-making avenue and strengthens regional manufacturing footprint.
• Net-zero roadmap finalized; target emissions at Naroda and Sanand within next few years.
• Naroda energy-efficiency upgrades; product portfolio complies with latest BEE and BIS benchmarks.
• CSR spend of INR 6.11 crore across 18 initiatives in FY2025-26.

Appointment of Independent Director

• Ajay Shriram Patil appointed as Additional Non-Executive Independent Director for five years from Aug 15, 2026.
• Subject to shareholders' approval.

Board Committee Reconstitution

• Audit Committee revised: Ajay Shriram Patil appointed Chairman; other members Sunil Khanduja, Vijaya Sampath, Jayantika Dave.
• NRC: Jayantika Dave Chair; Vijaya Sampath and Ajay Shriram Patil as independent directors.
• SRC: Jayantika Dave Chair; Ajay Shriram Patil and Sunil Khanduja as members.
• RMC: Sunil Khanduja Chair; Gareth Topping, P. R. Shubhakar, Ajay Shriram Patil, Udayan Khastagir as members.
• CSR Committee: P. R. Shubhakar Chair; Sunil Khanduja, Jayantika Dave, Vijaya Sampath as members.

Appointment Details & Disclosures

• Term ends Aug 14, 2031; appointment five years from Aug 15, 2026.
• Shareholding: Nil; not related to other directors.
• Not debarred by SEBI or any authority from holding director role.

Financial highlights

• Revenue from operations: Rs 37,946 Lakhs for the quarter ended June 30, 2026.
• Total income: Rs 38,929 Lakhs for the quarter ended June 30, 2026.
• Profit before tax: Rs 9,499 Lakhs for the quarter ended June 30, 2026.
• Profit for the period: Rs 7,046 Lakhs for the quarter ended June 30, 2026.
• EPS (basic & diluted): Rs 22.32 for the quarter ended June 30, 2026.
• Single segment: Air Solutions; no separate segment disclosures.
• Limited review by Deloitte Haskins & Sells yielded an unmodified conclusion.

Audit & notes

• The results are unaudited and subjected to limited review by Deloitte Haskins & Sells with unmodified conclusion.

Exceptional items & segment

• Exceptional item – Impact of labour codes: (1,478) in preceding quarter; none in current quarter.
• No separate segment disclosures; company operates in one Air Solutions segment.

Financial performance

• Revenue from operations: Rs 139,237 lakhs; up 4.2% YoY.
• Profit before tax: Rs 34,338.62 lakhs; margin 24.66% of revenue.
• Net profit: Rs 25,603 lakhs; total comprehensive income Rs 25,620 lakhs.
• Earnings per share: Rs 81.10; dividend per share: Rs 75.
• Interim dividend: Rs 55 per share paid; final Rs 20 per share proposed.
• Debt-free balance sheet; strong cash position for capex and operations.
• New Sanand plant inaugurated Oct 13, 2025; volumes expected to grow 2026-27.
• Retained earnings: Rs 28,202.75 lakhs; total equity Rs 61,571.69 lakhs.

Operations & geography

• Single segment: Air Solutions; Domestic revenue Rs 101,872.60 lakhs; exports Rs 25,386.08.
• Service revenue Rs 9,964.83; other revenue Rs 2,013.52; total Rs 139,237.03.
• Geography: India Rs 113,850.95; US Rs 15,732.00; Ireland Rs 4,347.89; others Rs 1,160.51.
• Sanand plant details: completed construction; CTO obtained; production at low scale initiated.
• Total assets: Rs 99,892.62 lakhs; net worth per share Rs 195.04.

Dividends & capital allocation

• Interim dividend of Rs 55 per share paid in Nov 2025.
• Final dividend of Rs 20 per share proposed; contingent cash outflow Rs 6,313.60 lakhs.
• Total dividend for FY2025-26: Rs 75 per share (55 interim + 20 final).
• Dividends paid during year: Rs 25,254.40 lakhs.
• Retained earnings at year-end: Rs 28,202.75 lakhs.

Corporate governance & controls

• Board of six directors; three independent; Gareth Topping non-independent.
• Statutory auditors: Deloitte Haskins & Sells; unqualified opinion.
• ICFR deemed adequate; no material weaknesses observed.
• Secretarial auditors: Govindraj Akshay & Associates; five-year term approved.
• MGT-15 filing delay caused Rs 30,000 fine; corrected stance documented.

Related party transactions

• Material RPT with Industrial Technologies and Services LLC (ITS LLC).
• FY2026-27 proposed aggregate value: Rs 225 crores; 15.73% of prior year turnover.
• Proposed: Sales Rs 185 cr, Purchases Rs 10 cr, Service recoveries Rs 25 cr, Other Rs 5 cr.
• ITS LLC related party; arm’s length; omnibus approvals obtained; board approves contracts.
• Previous year ITS/IRUS arrangements totaled Rs 85.35 crores; services evolving via group synergies.

CSR & ESG disclosure

• CSR expenditure: Rs 610.87 lakhs; 2% of average net profit applicable.
• CSR projects: education, healthcare, environment; four CSR Committee meetings.
• BRSR assurance by TÜV Rheinland; scope includes Naroda plant and seven offices.
• CSR beneficiaries include skill development, mid-day meals, mobile healthcare, education, and environment.
• CSR policy available on company website; annual CSR return filed.

Environmental, social & governance

• GHG: total Scope 1 62.28, Scope 2 5016.53; total 5078.81 tCO2e; intensity 0.036 tCO2e/ Rs Lakh.
• Energy: total 11,456.14 GJ; renewable energy 960,968 kWh; intensity 0.082 GJ per Rs Lakh.
• Water: withdrawal 12,902 KL; water intensity 0.092 KL per Rs Lakh.
• Waste: total 531.58 MT; 446 MT recycled, 94 MT reused; 0.02 MT disposed.
• Naroda plant uses solar; 34.6% energy from solar; ongoing energy efficiency programs.

Outlook & risks

• India growth projected around 6.6% for FY2026-27; macro risks persist.
• Global uncertainties: energy prices, geopolitics; supply chain visibility remains key.
• Localization, digitalization, and service network expansion to support growth.

Dividend record date details

• Record date fixed as Monday, July 13, 2026, for entitlement to the final dividend.
• Final dividend proposed at Rs 20 per equity share of Rs 10 (200%).
• Dividend payable on August 24, 2026, subject to tax deduction at source and shareholder approval.
• Record-date eligibility covers physical holders and demat holders via depositories.