As on: May 23, 2026 01:23 AM
The Board of Directors ("the Board") are pleased to present the 38 th Annual Report of Himadri Speciality Chemical Limited ("the Company" or "Himadri") together with the Audited Financial Statements (Standalone and Consolidated) and Auditor's Report thereon for the financial year ended 31 March 2026.
1. Financial Highlights
The Company's financial performance for the financial year ended 31 March 2026 are summarized below:
Amount in Rs. Lakhs
2. Performance Highlights i) Financial Performance - Standalone
The Company has achieved total revenue from operations of H4,40,510.57 Lakhs for the financial year ended 31 March 2026 as against H4,59,580.34 Lakhs for the financial year ended 31 March 2025 representing a decrease of 4%. The earnings before interest, taxes, depreciation, and amortization ('EBITDA') for the year, excluding the effect of foreign exchange fluctuation
loss/ (gain) and other income was H97,809.56 Lakhs as compared to H84,354.83 Lakhs for the previous financial year. EBITDA for the year increased by 16% as stable volumes combined with higher margins drove strong performance for the year as well as strategic focus on value-added products continues to fuel profitability growth. During the financial year 2025-26, the Company earned a profit after tax of H74,969.86 Lakhs as compared to H55,807.05 Lakhs in the previous financial year representing an increase of 34%.
ii) Financial Performance - Consolidated
On a consolidated basis, the total revenue from operations in the financial year 2025-26 increased by 1% to H4,66,069.87 Lakhs from H4,61,263.12 Lakhs in the previous financial year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income, was H1,00,570.50 Lakhs as compared to H84,674.67 Lakhs for the previous financial year. EBITDA for the year increased by 19%, as stable volumes combined with higher margins drove strong performance for the year as well as strategic focus on value-added products continues to fuel profitability growth. During the financial year 2025-26, the Company earned a profit after tax of H75,507.16 Lakhs as compared to H55,509.97 Lakhs in the previous financial year representing an increase of 36%.
The consolidated financial statements of the Company for the financial year ended 31 March 2026, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as 'Act'), and in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI Listing Regulations'). The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information.
The financial statements of the subsidiaries are available at the Website of the Company at www.himadri.com
The Audited Consolidated Financial Statements along with the Auditor's Report thereon forms part of the Annual Report.
3. Dividend
The Board, has recommended final dividend of H0.80 per equity share of face value of H1 each (i.e. @ 80% per equity share of face value H1 each) fully paid-up for the financial year ended 31 March 2026 (Dividend for
financial year 2024-25 was @ H0.60 per equity share of H1 each fully paid-up) out of its' current years' profits, subject to the approval of Members at the ensuing 38 th Annual General Meeting (hereinafter referred to as 'AGM') of the Company. The Dividend payout during the financial year ended 31 March 2026 was H2,963.10 Lakhs (previous year: H2,467.58 Lakhs).
The Board has recommended the final Dividend as per the criteria laid down in the Dividend Distribution Policy.
The above dividend, if approved by the shareholders at the ensuing AGM, will be paid within 30 days from the date of declaration as per the relevant provisions of the Act to those Members, whose name shall appear on the Register of Members as on close of business hours as on the Record Date.The record date for determining entitlement of the Members to final dividend shall be mentioned in the Notice of AGM.
Pursuant to the provisions of the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of the dividend after the necessary deduction of tax at source at the prescribed rates, wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to the Income Tax Act, 1961 and amendments thereof.
Dividend Distribution Policy
In compliance with the requirements of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the Company at: https://www.himadri.com/home/uploads/ govnce report/code policy/dividend-distribution- policy-10.02.2023.pdf
4. Transfer to reserves
The Board of Directors has decided to retain the entire profit as retained earnings. During the financial year 2025-26, the Company has not transferred any amount to the General Reserve.
For details regarding the transfer to other reserves, please refer Note No. 18 of the Standalone Financial Statements for the year which are self-explanatory
5. Subsidiaries & Associates
(i) The Company has 14 (Fourteen) Subsidiary Companies including 3 (Three) Foreign Subsidiaries as on 31 March 2026. The Company does not have any associate or joint venture company The following Companies are subsidiaries as on 31 March 2026.
The Company has acquired 40% and 49% paid-up share capital of Invati Creations Private Limited ("ICPL") and Himadri Birla Tyre Manufacturer Private Limited ("HBTMPL") respectively and this voting right does not qualify ICPL and HBTMPL as a subsidiary under Section 2(87) of the Companies Act, 2013. However, based on contractual rights (including potential voting right), Himadri has the power to make decisions concerning relevant activities and thus has control over ICPL and HBTMPL as per IND AS 110: "Consolidated Financial Statements." Consequently, the management of the Company has decided to consolidate the financial results of ICPL and HBTMPL as subsidiary with effect from 17 May 2024 and 1 April 2025 respectively.
Board's Report (Contd.)
(ii) Names of the Companies which become or ceased to be its Subsidiaries, Joint Ventures or Associates during the financial year 2025-26:
During the financial year 2025-26, the following Companies have become subsidiaries of the Company. Other than these no Company has become Joint Ventures or Associates during the financial year 2025-26:
The percentage of holding of the above subsidiary companies and date of becoming subsidiary have been provided in above table in point no 5 (i).
(iii) Names of the Companies which become Subsidiaries or Associates after the end of the financial year and as on the date of the report.
No Company has become or ceased to be a subsidiary or joint venture or associate of the Company after the end of the financial year and as on the date of the report.
(iv) Material subsidiary
During the financial year 2024-25 and 2025-26, AAT Global Limited was material subsidiary pursuant to Regulation 16 of the SEBI Listing Regulations.
The Company has formulated a policy for determining material subsidiaries. The Policy is available on the website of the Company at https://www. himadri.com/home/uploads/govnce report/code policy/1776950634 Policy for determining Material Subsidiaries 23.04.2026 AMENDED.pdf
6. Performance of Subsidiary Companies
A report on the performance and financial position of each of the subsidiaries as per provisions of sub section (3) of Section 129 of the Act read with rule 5
of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to this Report as Annexure I.
Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company for the financial year ended 31 March 2026, along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.himadri.com .
7. Preferential Issue
• Issue of convertible warrants on a preferential basis
Pursuant to the approval of the Board at its meeting held on 20 March 2024 and approval of the Members of the Company obtained via special resolution passed through Postal Ballot on 19 April 2024, upon receipt of 25% of the issue price per warrant (i.e. H79 per warrant) as upfront payment ("Warrant Subscription Price"), the Company, on 14 May 2024 had allotted 1,08,17,000 warrants, on preferential basis to the Promoter/ Promoter Group of the Company and certain identified non-promoter persons at a price of H316 each payable in cash ("Warrant Issue Price").
Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of H1 (Rupee One only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of H237 per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.
During the financial year 2024-25 the Company allotted 1,60,000 fully paid-up equity shares against the conversion of equal no. of warrants exercised by the warrant holders upon receipt of balance 75% of the issue price (i.e., H237 per warrant).
During the financial year 2025-26 the Company has allotted 1,06,57,000 equity shares upon receipt of 75% of the issue price (i.e., H237 per warrant) and upon conversion of Warrants exercised by the warrant holders.
There were no warrants outstanding as on 31 March 2026.
Company Overview and MDA Corporate Governance Financial Statements
The details of utilization of funds raised during the financial year 2025-26 against conversion of warrants are given hereunder:
There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the Postal Ballot dated 19 April 2024. Further, there is no category wise variation between projected utilisation of funds and the actual utilisation of funds.
8. Share Capital
The paid-up share capital of the Company at the beginning of the financial year was H4,937.82 Lakhs consisting of 49,37,82,224 equity shares of H1 each fully paid-up .
During the financial year 2025-26, the Company has allotted:
(i) 67,275 equity shares of H1 each of the Company to the eligible employees on exercise of options pursuant to "Himadri Employee Stock Option Plan 2016" on 18 April 2025.
(ii) 3,08,000 equity shares of H1 each of the Company on 13 August 2025 towards conversion of warrants issued on preferential basis.
(iii) 12,451 equity shares of H1 each of the Company to the eligible employees on exercise of options pursuant to "Himadri Employee Stock Option Plan 2016" on 20 September 2025.
(iv) 3,07,800 equity shares of H1 each of the Company on 16 October 2025 towards conversion of warrants issued on preferential basis.
(v) 1,00,17,200 equity shares of H1 each of the Company on 7 November 2025 towards conversion of warrants issued on preferential basis.
(vi) 24,000 equity shares of H1 each of the Company on 10 November 2025 towards conversion of warrants issued on preferential basis.
(vii) 22,649 equity shares of H1 each of the Company to the eligible employees on exercise of options pursuant to "Himadri Employee Stock Option Plan 2016" on 5 March 2026.
As a result of the above allotment the paid-up capital of the Company as at the end of the financial year increased to H5,045.42 Lakhs consisting of 50,45,41,599 equity shares of H1 each.
9. Working Capital
The Company continues to enjoy working capital facilities under multiple banking arrangements with various banks including Axis Bank Limited, Bank of Baroda, Citi Bank N.A., CTBC Bank Co. Ltd, DBS Bank India Limited, Federal Bank Limited, HDFC Bank Limited, ICICI Bank Limited, IDFC First Bank Limited, IndusInd Bank Limited, Kotak Mahindra Bank Limited, Kookmin Bank, RBL Bank Limited, Standard Chartered Bank, State Bank of India, The Hongkong and Shanghai Banking Corporation Limited, Yes Bank Limited, Sumitomo Mitsui Banking Corporation.
The Company has been regular in servicing these debts.
10. Credit Rating
The Company has obtained a Credit Rating of its various credit facilities and instruments from ICRA Limited. During the year the Company has also obtained rating on the Commercial paper Programme from India Ratings and Research Private Limited (Ind-Ra). The details about
the ratings assigned by the above-mentioned agencies are clearly drawn up in the Corporate Governance report forming part of the Board's Report.
11. Capital Expenditure
During the financial year 2025-26, the Company incurred capital expenditure on account of addition to fixed assets aggregating to H41,816.68 Lakhs (including capital work in-progress and capital advances).
The Company has completed the brownfield expansion for installation of a new Speciality Carbon Black line of 70,000 MTPA at the Company's manufacturing facility situated at Mahistikry, Hooghly, West Bengal. The Commercial Operations of the aforesaid expanded capacity have been commenced with effect from 24 February 2026. Consequent to the above expansion, the Company's total Carbon Black manufacturing capacity stands enhanced to 2,50,000 MTPA, including Speciality Carbon Black capacity of 1,30,000 MTPA at the Mahistikry site and with this capacity, the Mahistikry facility becomes the single largest Speciality Carbon Black manufacturing site at one location globally, with a capacity of 1,30,000 MTPA
On 23 April 2026, the Company achieved a milestone with the commencement of its first anode material production facility at Mahistikry, Hooghly, West Bengal, with an initial capacity of 200 MTPA.
12. Directors and Key Managerial Personnel • Composition
The Board of Directors of the Company contains an optimum combination of Executive and Non-Executive Directors. As on 31 March 2026, it comprises of 7(seven) Directors, viz. 4 (four) Non-Executive Independent Directors including a Woman Director and 3 (three) Executive Directors. The position of the Chairman of the Board and the Managing Director are held by same individual, who is an Executive Director. The profile of all the Directors can be accessed on the Company's website at www.himadri.com
None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Act. Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.
During the year under review, the Board has accepted the recommendations of the Committees of the Board.
The details of the Board composition including names of Directors and composition of Committees are provided separately in the Corporate Governance Report.
As of 31 March 2026, the Company has 7 (Seven) Key Managerial Personnel (senior management) other than Executive Directors. The names of senior management are provided separately in the Corporate Governance Report.
Changes in Board Composition and Key Managerial Personnel
During the financial year 2025-26, Mr. Shyam Sundar Choudhary (DIN: 00173732) was re-appointed as Whole-time Director of the Company, liable to retire by rotation, for a period of three (3) consecutive years with effect from 1 April 2025 till 31 March 2028 by means of passing Special Resolutions of the Members at the 37 th AGM of the Company held on 12 June 2025.
During the financial year 2025-26, Mr. Amitabh Srivastava (DIN: 09704968) was appointed as NonExecutive Independent Director of the Company, not liable to retire by rotation, for a period of 5 (five) consecutive years with effect from 21 April 2025 to 20 April 2030 by means of passing Special Resolutions of the Members at the 37 th AGM of the Company held on 12 June 2025.
Further, based on the recommendation of the
Nomination and Remuneration Committee, the Board has re-appointed Mr. Girish Paman Vanvari (DIN: 07376482) as Non-Executive Independent Director for the further term of 5 (five) consecutive years with effect from 22 June 2026, subject to the approval of the Members of the Company.
Nomination and Remuneration Committee, the Board has re-appointed Mr. Gopal Ajay Malpani (DIN: 02043728) as Non-Executive Independent Director for the further term of 5 (five) consecutive years with effect from 13 August 2026, subject to the approval of the Members of the Company.
During the financial year 2025-26, the condition of the Board complies with the requirements of the Act and SEBI Listing Regulations.
During the year 2025-26, Mr. Soumyodeep Bhattacharya, Executive Vice President (CTD) has been designated as Key Managerial Personnel (KMP) w.e.f. 15
July 2025. Apart from this there was no change in the senior management during the year.
• Director retiring by rotation:
Pursuant to the provisions of the Act, the Members of the Company at the 37 th AGM held on 12 June 2025, re-appointed Mr. Shyam Sundar Choudhary (DIN: 00173732), Executive Director of the Company, who was liable to retire by rotation.
In accordance with the provisions of the Act, Mr. Anurag Choudhary (DIN: 00173934), Executive Director retires from the Board by rotation and being eligible and offers himself for re-appointment. The Board recommends the said re-appointment at the 38 th AGM.
Further, the brief resume and other details relating to the Director seeking re-appointment, as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2, are provided in the Notice convening the ensuing AGM.
None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 13 April 2026 received from M/s Arun Kumar Maitra & Co, Practising Company Secretaries (ICSI Unique Code P2015WB086500),certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.
During the year under review, none of the Directors of the Company is disqualified as per the applicable provisions of the Act.
13. Meetings of the Board
The Board met 9 (Nine) times during the financial year 2025-26. The dates of meetings of the Board and its Committees and attendance of each of the Directors thereat are provided separately in the Corporate Governance Report.
The maximum gap between two Board meetings held during the year was not more than 120 days.
14. Declaration from Independent Directors
During the financial year 2025-26, all the Independent Directors of the Company have given necessary declarations regarding their Independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.
In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management.
15. Change in nature of business, if any
During the year under review, there was no fundamental change in the nature of the business of the Company.
16. Material changes and commitments affecting the financial position of the Company
There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.
17. Directors' Responsibility Statement
Based on internal financial controls work performed by the Internal Auditors, Statutory Auditors, Cost Auditors and Secretarial Auditors, the reviews performed by the management, with the concurrence of the Audit Committee, pursuant to Section 134(3)(C) read with Section 134(5) of the Act and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, the Board states the following for the year ended 31 March 2026:
a. In the preparation of the annual accounts for the year ended 31 March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. The Directors have selected suitable accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a going-concern basis;
e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
18. Nomination & Remuneration Policy
Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule- II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors.
The objectives and key features of this policy includes:
i. Formulation of the criteria for determining qualifications, positive attributes of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and also the independence of independent director.
ii. Aligning the remuneration of Directors, KMPs and SMPs with the Company's financial position, remuneration paid by its industry peers, etc;
iii. Performance evaluation of the Board, its committees and Directors, including independent directors;
iv. Ensuring Board diversity;
v. Identifying persons who are qualified to become Directors and who may be appointed to senior management in line with the criteria laid down and
vi. Directors' induction and continued training.
The said Policy was amended and reviewed from time to time. The policy is available on Company's website a under the link: https://www.himadri.com/home/ uploads/govnce report/code policy/nomination-and- remuneration-policy-10.02.2023.pdf
The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company
19. Remuneration of Directors, Managerial Personnel, Senior Management and Employees
Disclosures pertaining to remuneration and other details as required under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure II enclosed hereto and forms part of this Report. In accordance with the provisions of the Section, the names and other particulars of employees drawing
remuneration in excess of the limits set out in the aforesaid rules form part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company, excluding the aforesaid information. Copies of the said statements are available at the registered office of the Company during the designated working hours from 21 days before the AGM till the date of the AGM. Any Members interested in obtaining such details may write to the Company Secretary, stating their Folio No./DPID & Client ID.
20. Board Diversity
The Company recognizes the importance of having a diverse Board of Director as a key element in maintaining a competitive advantage, fostering innovation and enhancing the overall effectiveness of the Board. The Company believes that diversity in composition of the Board promotes better Corporate Governance, improves decision making quality and strengthens stakeholder confidence. The Company also believes that a diverse Board enhances the transparency, accountability and ethical standards in the conduct of business and contributes to sustainable growth and value creation for shareholders and other stakeholders. The Board remains committed to maintaining the highest standards of corporate governance through continuous improvement in Board composition and diversity.
The Board has adopted the Board Diversity Policy which sets out the approach to diversity. The policy is available at the website of the Company at https://www.himadri. com/home/uploads/govnce report/code policy/ nomination-and-remuneration-policy-10.02.2023.pdf
21. Board Evaluation
The annual evaluation of the Board of Directors, individual Directors including Chairman of the Board and committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The Independent Directors at their meeting have evaluated the performance of executive directors after considering the views of the Executive and NonExecutive Directors and the Board as a whole and assessed the quality, quantity, and timeliness of flow of information between the Company's Management and the Board.
The evaluation process focused on various aspects of the Board and Committees' functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties, obligations and governance issues. A separate exercise was carried out to evaluate the performance of
individual Directors on parameters such as attendance, contribution and exercise of independent judgement.
Further, the Board, upon recommendation of the Nomination and Remuneration Committee and as per the criteria and manners provided for the annual evaluation of each member of the Board and its Committees, has evaluated the performance of the entire Board, its Committees, and individual directors. During the financial year 2025-26, all the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.
The Board expressed satisfaction with the overall functioning of the Board and its Committees.
22. Loans, Investments and Guarantee
During the year under review, no loans and advances was granted to firm/companies in which directors are interested that would attract the provisions of Section 185 of the Act, other than its subsidiries. The Company has also given loans to its Subsidiaries for business purpose.
During the financial year 2025-26, the Company has made the following investments in securities of other body corporate:
(i) The Company has acquired equity share capital of Birla Tyres Ltd to make it Wholly Owned Subsidiary;
(ii) The Company has acquired equity share capital of Himadri Birla Tyre Manufacturer Private Limited pursuant to exercise of option to convert Unsecured Optionally Convertible Debentures (OCDs);
(iii) The Company has acquired 60% equity share capital of Trancemarine and Confreight Logistics Private Limited;
(iv) The Company has acquired 100% equity share capital of Himadri Advance New Energy Material Limited (Formerly known as Elixir Carbo Limited, Elixir Carbo Private Limited);
(v) The Company has acquired 100% equity share capital of Himadri Integrated Minerals and Resources Limited (Formerly known as Himadri Power Limited);
(vi) The Company has made further investment by subscribing shares issued by its WOS, Himadri Agro Tech Specialities Limited (Formerly known as Combe Projects Limited, Combe Projects Private Limited);
(vii) The Company has made further investment in Secured Non-Convertible Debentures ("NCDs") issued by Dalmia Bharat Refractories Limited;
(viii) The Company has made further investment in Unsecured Compulsorily Convertible Notes issued by Sicona Battery Technologies Pty Ltd ("Sicona")
(ix) The Company has made investment in International Battery Company, Inc, ("IBC") a Delaware corporation. IBC secures a reliable supply of high- quality anode and cathode materials—critical to battery performance and cost.
The details of loans granted, guarantee given, and investments made during the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.
23. Annual Return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return as on 31 March 2026 is available on the website of the Company at the link https://www.himadri.com/home/ uploads/shareholder info/sholder meeting agm doc/1778046666 Draft Annual Return in Form MGT 7 for the FY 2025-26.pdf
The annual return uploaded on the website is a draft in nature and the final annual return shall be uploaded at the same link on the website of the Company once the same is filed with the Ministry of Corporate Affairs after the AGM.
24. Risk Management (Risk Assessment and Minimization Procedure)
The Company identifies the risk as a fundamental aspect of business and is committed to managingrisk proactively and efficiently. Himadri has established a robust Risk Management framework which ensures that risks are managed systematically, thereby safeguarding the interest of stakeholders and enhancing organizational resilience. The Company recognizes that effective risk management is critical in achieving operational efficiency, financial stability, regulatory compliance and strategic growth. Accordingly, the Company has adopted an effective Enterprise Risk Management (ERM) framework which includes the identification of potential risks. Evaluation of their likelihood and impact, implementation of appropriate mitigation measures and continuous monitoring and review of risk exposure. The Company has a policy on Risk Management (Risk
Assessment and Minimization Procedure) to identify various kinds of risks in the business of the Company. The Board and the Senior Management review the Policy from time to time and take adequate steps to minimize the risk in business. As per the opinion of the Board, there are no such risks, which, threaten the existence of your Company. However, some of the risks which are inherent in business and the type of industry in which it operates are elaborately described in the Management Discussion and Analysis forming part of this Report.
25. Employee Stock Option Plan (ESOP)
Your Company has adopted the Himadri Employee Stock Option Plan ("ESOP 2016") for granting options to eligible employees of your Company as approved by the Members of your Company at the 28 th AGM held on 24 September 2016.
The applicable disclosures as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the details of stock options as at 31 March 2026 under the ESOP 2016 are set out in the Report as Annexure III and the same forms part of this Report and is also available on the Company's website at the link https://www.himadri.com/home/ shareholder information
26. Auditors and Auditors' Report
(i) Statutory Auditors
M/s Singhi & Co, Chartered Accountants (FRN 302049E), the Statutory Auditors of the Company were appointed at the 34 th AGM held on 28 September 2022 for the term of 5 (Five) consecutive years from the conclusion of the 34 th AGM till the conclusion of the 39 th AGM to be held for the financial year 2026-27.
The Report given by M/s Singhi & Co, Chartered Accountants on the financial statements of the Company for the financial year 2025-26 is part of the Annual Report and there is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.
(ii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s LABH & LABH Associates, Practising Company Secretaries (FRN: P2025WB105500) has been appointed as Secretarial
Auditors of the Company for the term of 5 (Five) consecutive years at 37 th Annual General Meeting held on 12 June 2025 to hold office for a term of 5 (Five) consecutive years, i.e. from financial year 2025-26 to financial year 2029-30.
The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31 March 2026 is annexed to this Report as Annexure IV and forms part of this Report. There is no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Reports.
The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2025-26 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31 March 2025 has been submitted to the Stock Exchanges and the said report may be accessed on the Company's website at the link https://www.himadri.com/home/stock exchange compliance
(iii) Cost Auditor
Mr. Sambhu Banerjee, Cost Accountant, the Cost Auditor of the Company submitted the Cost Audit Report for the year 2024-25 within the time limit prescribed under the Act and Rules made thereunder.
During the Period under review, pursuant to Section 148 of the Act read with the Rules framed thereunder, the Board has re-appointed Mr. Sambhu Banerjee, Cost Accountants, to conduct an audit of the cost records of the Company for the financial year 2025-26.
Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board of Directors at its meeting held on 23 April 2026, upon the recommendation of the Audit Committee, re-appointed Mr. Sambhu Banerjee as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2026-27. The Company has received the necessary consent from Mr. Sambhu Banerjee to act as the Cost Auditor of the Company for the financial year 2026-27 along with the certificate confirming that his appointment would be within the applicable limits.
Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the remuneration payable to Cost Auditor for the financial year 2026-27 is required to be ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary resolution seeking the approval of Members for ratification of payment of remuneration payable to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.
(iv) Internal Auditors
The Board appointed M/s Ernst & Young LLP ("EY"), Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-26. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.
27. Maintenance of Cost Records
The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance with Section 148 of the Act.
28. Vigil Mechanism / Whistle Blower Policy
The Company is dedicated to foster an ethical, transparent and accountable environment in all its business activities. The Company has adopted vigil mechanism through its whistle blower policy which provides a secure platform for its employees, directors and stakeholders to report genuine concern about unethical behaviour, fraud and violations of Company's policies while ensuring protection from retaliation.
The Company has formulated a Vigil Mechanism/ Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct by means of protected disclosure to the Vigilance Officer or the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company's website at https://www. himadri.com/home/uploads/govnce report/code policy/1744099263 Policy on Vigil Mechanism.pdf
29. Conservation of energy, technology absorption and foreign exchange earnings and outgo
Information on conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year ended 31 March 2026, as required to be given pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure V.
30. Details in respect of adequacy of Internal Financial Controls with reference to the financial statements
The Company has established and maintained adequate Internal Financial Controls (IFC) commensurate with the size, scale, and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with applicable accounting standards and regulatory requirements.
The Internal Audit of the Company for financial year 2025-26 was carried out by M/s Ernst & Young LLP ("EY"), Chartered Accountants, Internal Auditor for all divisions and units of the Company. The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and Senior Executives of the Company responsible for financial management and other affairs. The Audit Committee evaluates the internal control systems and checks & balances for continuous updation and improvements therein. The Audit Committee also regularly reviews and monitors the budgetary control system of the Company as well as the system for cost control, financial controls, accounting controls, physical verification, etc. The Audit Committee regularly observes that proper internal financial controls are in place including with reference to financial statements. During the year, such controls were reviewed, and no reportable material weakness was observed.
31. Related Party Transactions
Your Company has Policy on materiality of and dealing with related party transactions. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that they are in line with the provisions of applicable law and the Policy.
The Audit Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates.
The related party transactions that were entered into by the Company during the financial year 2025-26, were on an arm's length basis. Further, no material related party transactions were entered into by the Company during the financial year 2025-26. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure VI forming part of this Report.
The details of the transaction with related parties during financial year 2025-26 are provided in the accompanying financial statements.
The Policy on materiality of and dealing with related party transactions as approved by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company and can be accessed through the following link: https://www. himadri.com/home/uploads/govnce report/code policy/1776950455 RPT Policy HSCL - 23.04.2026 AMENDED.pdf
32. Corporate Social Responsibility (CSR)
Your Company believes that it has a responsibility to bring enduring positive value to the communities it works with. In line with Company's core theme to keep India moving, we have and will continue to build enduring and engaging relationships with key stakeholders.
The Board, in compliance with the provisions of Section 135(1) of the Act and Rules made thereunder, has formulated the CSR Committee and CSR Policy. Further, the CSR policy has been placed on the website of the Company and can be accessed through the following link: https://www.himadri.com/home/uploads/govnce report/code policu/1777370619 CSR Policy.pdf
The CSR Committee guides and monitors the activity undertaken by the Company in this sphere. The Company's key objective is to make a difference to the lives of the underprivileged and help them to bring a self-sustaining level. There is a deep commitment to CSR engagement. The Company has the following ongoing CSR projects:
(i) Rural development project for constructing Pucca houses in place of Kutcha houses for Economically Weaker Sections (EWS) of the society in village area surrounding or adjoining to Company's plant at Mahistikry as well as surrounding villages, setting up of rural electrification facility, setting up of drainage system, setting up of water supply tanks including pipeline connectivity to the villages involving a large amount of outlay and same are under process.
(ii) Heath Care Project for Setting up of Nursing Home at Dist. Hooghly by construction of building - facilities of Kidney dialysis, eye testing, spectacles distribution, medicine distribution, Ayurvedic, naturopathic and homeopathy treatment for the betterment of local people surrounding the plant at Mahistikry as well as surrounding villages.
During the financial year 2025-26, the Company was required to spend H1,120.77 Lakhs, the minimum amount to be spent on CSR activity. The Company had an excess spent of H83.00 Lakhs towards CSR in financial year 2024-25 which has been set off during financial year 2025-26. After the setting of excess spent of the previous financial year, the Company is required to spend in financial year 2025-26 an amount of H1,037.77 Lakhs.
Out of net CSR obligation of H1,037.77 Lakhs for the financial year 2025-26, the Company spent H790.66 Lakhs during the financial year 2025-26. Accordingly, the unspent amount for financial year 2025-26 is H247.11 Lakhs pertaining to ongoing Heath Care Project and the same has been transferred to the "Himadri
Speciality Chemical Ltd - Unspent CSR Account 2026" pursuant to Section 135(6) of the Act for the aforesaid Heath Care Project.
Setting up the aforesaid Heath Care Project requires a substantial amount of involvement of time and effort for planning and its execution. Through its CSR activities, the Company has always focused on efforts that can substantially impact on the well-being of the disadvantaged segments of the population. The endeavor is to have a comprehensive approach that is meaningful and with a long-term focus to ensure scalability. The CSR Committee has been continuously focused on providing social benefits to society in its true sense.
The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure VII forming part of this Report.
33. Public Deposit
During the financial year 2025-26, the Company has not accepted any deposits from the public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.
34. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future
There are no significant/ material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no Corporate Insolvency Resolution application was made, or proceeding was initiated, against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application/ proceeding against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on 31 March 2026.
35. Transfer of Unclaimed Dividend and Unclaimed Shares to Investor Education & Protection Fund (IEPF)
Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government,
after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
The Company had sent individual notices and advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company transferred such unpaid or unclaimed dividends and corresponding shares to IEPF.
During the financial year 2025-26, pursuant to the provisions of Section 124 of the Act, the Company has transferred a sum of H3,19,482.50 to the IEPF, the amount of dividend which was unclaimed/unpaid for a period of seven years declared for the financial year 2017-18.
During the financial year 2025-26, the Company has transferred 64,586 shares of 81 shareholders in respect of which dividend has not been paid or claimed for seven consecutive years or more pursuant to Section 124 (6) of the Act to the credit of IEPF Authority as prescribed in Section 125 of the Act.
Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the IEPF may claim those dividends and shares from the IEPF Authority by complying with prescribed procedure and filing the e-Form IEPF-5 online with MCA portal.
The dividend declared for the financial year ended 31 March 2019 and remains unpaid/unclaimed is due to be transferred to IEPF within statutory timelines, upon expiry of the period of seven years. The due dates for transfer of unclaimed dividend to IEPF are provided in the report on Corporate Governance.
Further the shares in respect of which dividend has not been paid or claimed for seven consecutive years will also be transferred to IEPF.
Shareholders are requested to ensure that they claim the unpaid dividends referred to above before the dividend and shares are transferred to the IEPF pursuant to the provisions of Section 124 of the Act.
36. Corporate Governance
Your directors believe that corporate governance is an ethically driven business process that is committed to values aimed at enhancing the growth of your Company. The endeavor is to continue and move forward as a
responsible and sustainable Company in order to attract as well as retain talents and investors and to maintain fulfilling relationships with the communities and take all possible steps in the direction to re-write a new future for your Company.
We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the code of conduct framed for the Board and senior management under the Act as well as SEBI Listing Regulations and have maintained high standards of corporate governance based on the principle of effective implementation of internal control measures, adherence to the law and regulations and accountability at all levels of the organization.
Your Company's corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. In terms of the provisions of Regulation 34(3) of the SEBI Listing Regulations, the Corporate Governance Report for the financial year 2025-26 together with a certificate from Practising Company Secretaries confirming compliance, is annexed herewith and marked as Annexure VIII forming part of this Report.
37. Management Discussion and Analysis
The Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations forms an integral part of the Annual Report. The said report gives detail of the overall industry structure, economic developments, performance and state of affairs of your Company's business, risk management systems and material developments during the year under review.
38. Business Responsibility and Sustainability Reporting (BRSR)
The Business Responsibility and Sustainability Reporting (BRSR) of the Company for the financial year ended 31 March 2026 as required pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations is annexed herewith and marked as Annexure IX forming part of this Report and the same is also available on the Company's website at www.himadri.com .
39. Listing on Stock Exchanges
The Company's 50,45,41,599 equity shares of H1 each as on 31 March 2026 are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees to these stock exchanges.
40. Dematerialisation of Shares
There were 50,45,41,599 equity shares of the Company as on 31 March 2026, out of the 50,45,41,599 equity shares of the Company 50,29,54,037 shares was held in electronic form representing 99.69% to the total paid-up share capital, whereas balance of 15,87,562 shares were held in physical form representing 0.31% to the total paid up share capital of the Company. The Company's equity shares are compulsorily required to be traded in dematerialised form, therefore, Members are advised to speed up converting the physical shareholding into dematerialised form through their DP(s).
41. E-voting facility at AGM
In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the items of business specified in the Notice convening the 38 th AGM of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its' Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-voting platform to be provided by National Securities Depository Ltd ("NSDL"). The detailed process and guidelines for e-Voting have been provided in the notice convening the AGM.
42. Prevention of Sexual Harassment at Workplace
Your Company firmly believes in providing a safe, supportive, and friendly workplace environment - a workplace where its values come to life through supporting behaviors. A positive workplace environment and great employee experience are integral parts of its culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.
Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.
Your Company has a policy on Preservation and Redressal of Sexual Harassment at workplace in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Committee has been constituted
in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder. There are regular sessions offered to all employees to increase awareness of the topic and the Committee and other senior members have undergone training sessions.
During the financial year 2025-26, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.
During the financial year 2025-26, initiatives were taken to demonstrate the Company's zero tolerance philosophy against discrimination and sexual harassment, which included easy to understand training and communication material which was made easily accessible. The Company has also conducted online training for the employees to cover various aspects of this matter.
The following is a summary of Sexual Harassment complaint(s) received and disposed of during the financial year 2025-26, pursuant to the POSH Act and Rules framed thereunder:
43. Compliance of Secretarial Standards
During FY 2025-26 the Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
44. Disclosure of Maternity Benefit Compliance
Your Company complies with the Maternity Benefit Act, 1961 for the year under review.
45. General Disclosures
The Directors state that no disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. The Company has not resorted to any buy back of its equity shares during the year under review.
3. Neither the Managing Director nor the Wholetime Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.
4. The Company serviced all the debts and financial commitments as and when they became due, and no settlements were entered into with the bankers. Since the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.
46. Outcome of Board Meetings
47. Green Initiatives & Acknowledgement
As a responsible corporate citizen, the Company supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the 'Green Initiative', Members who have not registered their email addresses are requested to register the same with the Company's Registrar and Share Transfer Agent ("RTAs")/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.
Pursuant to the MCA Circular No. 03/2025 dated 22 September 2025 and Regulation 36 of SEBI Listing Regulations, the Annual Report of the Company for the financial year ending 31 March 2026 including therein the Audited Financial Statements for the financial year 2025-26, will be sent only by email to the Members who have registered their email address(es). A letter providing the web-link, including the exact path, where complete details of the Annual Report are available will be sent to those shareholder(s) who have not so registered their email address(es). Further the Company will send hard copy of the full annual report to shareholders, who request that.
The Board of the Company wishes to place on record their sincere appreciation of the dedication and commitment of all employees in continuing their achievements and excellence in all areas of the business. The Board thanks the shareholders, customers, suppliers, bankers, other stakeholders and various departments of the State Government and the Central Government for their continuous support to the Company.
Your Board appreciates and values the contribution made by every member of the Himadri family.
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