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:

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.

(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 athttps://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.

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 Non¬
Executive 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.

Further, based on the recommendation of the

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 athttps://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 Non¬
Executive 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 linkhttps://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 linkhttps://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 athttps://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 Whole¬
time 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.

For and on behalf of the Board

Sd/- Sd/-

Anurag Choudhary Shyam Sundar Choudhary

Chairman cum Managing Director Executive Director

Place: Kolkata & Chief Executive Officer (DIN_: 00173732)

Date: 23 April 2026 (DIN: 00173934)