KSE Ltd

AGM details

• AGM date/time: 29 August 2026, 3:00 PM IST; mode: physical at registered office.
• Corrigendum withdraws Item 15; renumbers Item 16 as 15; total items reduced to 15.
• Remote e-voting: 26 August 2026, 9:00 AM to 28 August 2026, 5:00 PM.
• Register of Members/Share Transfer Books closed: 23–29 August 2026.
• Dividend record date: 21 August 2026.

Withdrawn item

• Original Item 15 (transfer of car to Mr. M.P. Jackson) withdrawn; no discussion or voting.

Ordinary resolutions

• Adopt financial statements for year ended 31 March 2026.
• Declare final dividend of Rs 7.50 per share; aggregate Rs 12.50 with interim Rs 5.
• Reappoint Kollara Chathunny Pyarelal as Director.
• Not reappoint M.P. Jackson, who does not seek re-election.
• Appoint Dony Akkarakaran George as Managing Director with a 3-year tenure.
• Reappoint Paul Francis as Executive Director for three years from 1 October 2026.
• Appoint Mampilly Paul Giji as Non-Executive Director, liable to retire by rotation.
• Appoint Mrs. Suja Davis as Director, liable to retire by rotation.
• Regularise historical issued but unsubscribed share capital.
• Approve deposits from public/members within statutory limits.
• Approve remuneration to Cost Auditor for year ending 31 March 2027.
• Approve remuneration to Non-Executive Directors by commission up to 1% of net profits.

Special resolutions

• Adopt New Articles of Association to align with Companies Act 2013.
• Increase authorised share capital to Rs 20 crore; amend MOA/AOA.
• Approval for payment of remuneration to Non-Executive Directors by commission up to 1% of net profits.

Cost auditor remuneration

• Remuneration for Cost Auditor: Rs 2,25,000 plus GST for year ending 31 March 2027.

Director changes

• Dony Akkarakaran George appointed Managing Director for three years (June 2026–May 2029).
• Paul Francis reappointed as Executive Director for five years from 1 October 2026.
• Mampilly Paul Giji appointed Non-Executive Director, liable to retire by rotation.
• Mrs. Suja Davis appointed Director, liable to retire by rotation.
• Kollara Chathunny Pyarelal reappointed as Director.
• M.P. Jackson not to be reappointed.

Financial highlights

• Revenue from operations: ₹1,680.48 crore; YoY growth 1.88%
• Profit after tax: ₹84.04 crore; EPS ₹26.26
• EBITDA: ₹124.65 crore; PBT ₹114.07 crore
• Net worth ₹349.50 crore; liquidity strong with healthy accruals

Segment performance

• Animal Feed revenue ₹1,361.51 crore (81.02%)
• Oil Cake Processing ₹258.13 crore (15.36%)
• Dairy ₹60.84 crore (3.62%)
• Oil Cake margins supported by coconut oil demand; Dairy margins pressured in Kerala; Maharashtra expansion underway
• Poultry feed growth driver; dealer network expansion

Dividend & shareholder value

• Final dividend ₹7.50 per share; interim ₹5; total ₹12.50 per share
• Retained earnings ₹185.92 crore; total equity ₹349.50 crore
• EPS restatement due to stock subdivision

Capital structure & liquidity

• Borrowings as at 31-03-2026: non-current ₹17.55 crore; current ₹7.32 crore (total ₹24.87 crore)
• Current ratio 8.42x; debt-equity 0.07x
• Cash & cash equivalents ₹27.77 crore; mutual funds ₹149.82 crore
• Net cash from operating activities ₹53.52 crore

Governance & audit

• Secretarial Audit flagged stock-subdivision non-compliance; AoA amendments planned
• Independent Auditor’s Report: no qualifications; IT controls identified as key audit matter
• Board reconstituted; Dony George appointed MD; new directors Mampilly Paul Giji and Suja Davis; Shaji P Jacob exited
• 62nd AGM to approve MD appointment, AoA changes, and capital measures
• Governance: certificate on corporate governance; compliance with LODR

CSR & sustainability

• CSR spend ₹91 lakh; Kerala and Tamil Nadu
• Projects include dairy farmer infrastructure, education facilities, healthcare equipment; CCTV and water projects
• CSR policy available on company website

Risks & outlook

• Key risks: raw material price volatility; Kerala cattle population decline; forex exposure; labour shortages
• Weather variability and supply chain disruptions
• Outlook: expand into Maharashtra; grow premium dairy and poultry products; expand dealer network

AGM details

• Date and time: 29 August 2026, 3:00 PM; mode: physical.
• EVoting cut-off: 21 August 2026; books closure from 23 August 2026.

Key resolutions

• Adopt financial statements and reports presented to the meeting.
• Final dividend of Rs 7.50 per share; interim Rs 5 paid; aggregate Rs 40 crore.
• Record date for dividend: 21 August 2026.
• MD appointment: Dony Akkarakaran George for 2026–2029; remuneration per Schedule V.
• Executive Director Paul Francis re-appointed; remuneration package approved by Board.
• Non-Executive Directors Mampilly Paul Giji and Suja Davis appointed; liable to retire by rotation.
• M.P. Jackson to retire as MD; motor car transferred as retirement benefit.
• AoA: adopt new Articles aligned with Companies Act 2013.
• Increase authorised share capital; amend Memorandum accordingly.
• Deposit invitation/acceptance up to regulatory limits.
• Cancel unsubscribed issued capital; reduce issued share capital.
• Remuneration by commission for Non-Executive Directors up to 1%.
• Ratify Cost Auditor remuneration of Rs 2,25,000 plus GST.
• Related party: transfer of car to director; non-cash retirement benefit.
• Board authorized to file forms with RoC and authorities.

Dividends

• Final dividend Rs 7.50 per share; interim Rs 5 paid; total Rs 40 crore.

Director changes

• Dony Akkarakaran George appointed Managing Director for 2026–2029; remuneration per Schedule V.
• Mr. Paul Francis re-appointed as Executive Director; three-year term from 1 October 2026.
• Mr. Mampilly Paul Giji appointed Non-Executive Director; liable to retire by rotation.
• Mrs. Suja Davis appointed Non-Executive Director; liable to retire by rotation.
• Mr. M.P. Jackson to retire as MD; motor car transferred to him.

Auditor and related

• Cost Auditor remuneration Rs 2,25,000 plus GST; to be ratified.

Related party transactions

• Transfer of Toyota Innova Hycross to Mr. M.P. Jackson as retirement benefit; non-cash.

Other material approvals

• Increase authorised share capital; MOA amendments; bonus shares contemplated.
• Adopt new Articles of Association; deposits permitted within regulatory limits.
• Cancellation of unsubscribed shares; issued capital aligned.
• Non-Executive Directors' commission up to 1% of profits; distribution as approved.

Governance filings

• Board authorized to file necessary forms with Registrar of Companies and authorities.

Book closure window

• Book closure from 23 August 2026 to 29 August 2026 (both days inclusive).

Dividend entitlement

• Final dividend, if approved at AGM, will be paid to members registered as at 21 August 2026.

Security details

• Equity shares; demat holders entitled per depository details.

Dividend record date

• Record date fixed at Friday, 21 August 2026 for entitlement to final dividend.
• Security type: equity shares.
• Subject to AGM approval, final dividend, if declared, will be paid to members on the record date.
• For demat holders, payment to beneficial owners per depository data on record date.

Meeting Details

• Board meeting scheduled for 14 August 2026 to consider unaudited Q1 2026 results.

Key Agenda Items

• Consider and take on record unaudited financial results for Q1 ended 30 June 2026.

Other Notes

• Trading window closed from 1 July 2026; reopens 48 hours after results announcement.

Dematerialisation status

• Dematerialisation requests were processed and the certificates dematerialised and listed on the stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• The depository's registered owner name was substituted in the records within the prescribed timeline.
• Securities dematerialised are listed on the stock exchanges where the earlier issued securities are listed.

KSE Limited - Closure of Trading Window from July 1, 2026 until 48 hours after declaration of Unaudited Financial Results for the Quarter ended June 30, 2026