Heranba Industries Ltd

AGM Details

• AGM held Monday, 28 September 2026 at 4:00 PM via VC/OAVM.
• Cut-off date for voting entitlements: 21 September 2026.
• Remote e-voting window: 24–27 September 2026; results unblocked on 28 September 2026.

Key Resolutions

• Adoption of audited standalone and consolidated financial statements for FY ending 31 March 2026.
• Appointment of a director in place of Sadashiv Shetty.
• Appointment of a director in place of Raghuram Shetty.
• Ratification of remuneration payable to Cost Auditors for FY 2026-27.
• Re-appointment of Reshma D. Wadkar as Non-Executive Independent Woman Director for five years.
• Re-appointment of Shriraj S. Shetty as Whole-Time Director.

Voting Results

• Adoption of financial statements passed; near-unanimous support with few against.
• Appointment of Sadashiv Shetty replacement passed; minimal opposition.
• Appointment of Raghuram Shetty replacement passed; minimal opposition.
• Cost Auditors remuneration ratified; no significant opposition.
• Reshma Wadkar re-appointment passed; 437 against.
• Shriraj Shetty re-appointment passed; 437 against.

Dividend

• Dividend proposed/declared: none.

AGM details

• Date, time, mode: 28 September 2026 at 4:00 PM via VC/OAVM.
• Attendance: 75 shareholders via OAVM; directors attended via VC.
• Quorum met; proxies not applicable under VC/OAVM.
• Notice and annual report circulated electronically; physical copies on request.
• Duration: 4:00 PM to 5:15 PM.
• Audit and secretarial reports had no qualifications or adverse remarks.
• Remote e-voting window: Sept 24 09:00 to Sept 27 17:00; 15-minute post-meeting window.
• Consolidated voting results to be intimated to stock exchanges and posted on website within two working days.

Resolutions

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Re-appoint Sadashiv K. Shetty (Executive Chairman) who retires by rotation.
• Resolution 3 (Ordinary): Re-appoint Raghuram K. Shetty (Managing Director) who retires by rotation.
• Resolution 4 (Ordinary): Ratify remuneration payable to Cost Auditors for FY 2026-27.
• Resolution 5 (Special): Re-appoint Reshma Wadkar as Non-Executive Independent Woman Director.
• Resolution 6 (Special): Re-appoint Shriraj S. Shetty as Executive Director.

Voting status

• Voting outcome to be announced; no results disclosed in the filing.

Director changes

• Sadashiv K. Shetty to be re-appointed as Executive Chairman.
• Raghuram K. Shetty to be re-appointed as Managing Director.
• Reshma Wadkar to continue as Non-Executive Independent Woman Director for second term.
• Shriraj S. Shetty to be re-appointed as Executive Director.

Auditors

• Remuneration ratification for Cost Auditors for FY 2026-27.

Material transactions

• No material related-party transactions disclosed.

• Trading window closed from Oct 01, 2026 until 48 hours after unaudited results for Sep 30, 2026.

Book closure for AGM

• Share transfer books closed Sept 22 to Sept 28, 2026 (both days).
• 34th AGM scheduled Sept 28, 2026 at 04:00 PM IST via VC/OAVM.
• Closure for the Financial Year 2025-26.

Subject and scope

• BRSR for FY2025-26 filed under SEBI LODR Regulation 34(2)(f).
• Reporting boundary is standalone; BRSR Core not assured.
• External environmental audits conducted by Kalpatru Pollution Control Sch-II and Naik Associates.

Operations & markets

• Facilities: 4 plants, 33 offices (37 total) in India.
• Markets: domestic 20 states; international 85 countries; exports about 28.5% of turnover.
• Turnover: ₹1,755.55 crore in FY2025-26.

Governance & ESG metrics

• Related-party transactions: purchases from related parties 37.84% of total purchases; sales to related parties 20.45% of total sales.
• Board has 8 directors; female representation 12.5%.
• Scope 1+2 emissions: 27,478 MtCO2e; intensity: 0.0000015652 MtCO2e per ₹ turnover.

Financial performance

• FY26 revenue ₹1,755.55 crore, up 17.4% YoY.
• EBITDA ₹131.52 crore; margin 7.3%.
• PAT ₹50.87 crore; standalone profit.
• Net worth ₹973.96 crore; capital employed ₹1,000.30 crore.
• Debt-to-Equity 0.49x; net debt/Equity 0.48x.
• ROE 5.35%; ROCE 7.13%.

Liquidity & leverage

• Current ratio 1.21x; inventory turnover 5.06x.
• Gearing (net debt to equity) 0.48x; consolidated 1.39x.
• Cash & cash equivalents ₹23.83 crore; net working capital ₹92.58 crore.

Operating capacity & assets

• Technicals capacity 26,700 MTPA; Formulations 30,000 MTPA.
• 7 manufacturing facilities across Vapi, Sarigam, Saykha, Tarapur.
• 421 reactors installed; expansions commissioned at Sarigam/Saykha.
• ERP implementation completed for unified data.

Geography & markets

• Geography revenue India ₹1,095.10 crore; Overseas ₹499.89 crore.
• Exports contribute 28.47% of total turnover.
• Total revenue from operations ₹1,594.99 crore; exports growth steady.

Strategic developments & product pipeline

• Entered Crop Nutrition; launched Fentaamine and MycoHil.
• Bayer Better Life Farming partnership; Agrim connects 40,000 retailers.
• US/Europe market focus; EU registrations in progress; USD 25m revenue roadmap.

Capital structure & liquidity (notes)

• Consolidated gearing 1.39x; standalone gearing 0.48x.
• Notes indicate supplier-finance arrangements; total supplier-finance ₹256.07 crore.

Governance & risk

• Auditors: NV C & Associates LLP; no standalone qualifications; key audit matters: revenue recognition, inventory valuation.
• Secretarial: GMJ & Associates; no qualifications.
• KMP changes: CFO Pravin Babu Shetty appointed 20-Sep-2025; Omprakash Singh Independent Director; Roshan R Shetty appointed WTD from 01-Apr-2026.

CSR & ESG highlights

• CSR spend ₹2.15 crore; statutory obligation ₹2.10 crore.
• Focus on Education, Health, Women Empowerment; CSR initiatives ongoing.

AGM details

• Date and time: 28 September 2026, 04:00 PM IST.
• Mode: VC/OAVM; no physical attendance.
• Register/Book Closure: 22-28 September 2026.
• Record date for e-voting: 21 September 2026.
• Venue deemed to be registered office.

Key resolutions

• Adoption of audited Standalone and Consolidated financial statements for FY 2025-26.
• Appointment of Sadashiv K Shetty for re-appointment as director (retiring by rotation).
• Appointment of Raghuram K Shetty for re-appointment as director (retiring by rotation).
• Ratification of cost auditor remuneration for 2026-27: Rs 2,00,000 plus GST and expenses.
• Re-appointment of Reshma D Wadkar as non-executive independent woman director for second five-year term (Nov 2026–Nov 2031).
• Re-appointment of Shriraj S Shetty as executive director for five years (Nov 2026–Nov 2031).

Dividend

• Board did not recommend final dividend for FY2025-26; no fixed record date.

Director changes

• Sadashiv K Shetty and Raghuram K Shetty seek re-appointment.
• Reshma D Wadkar to continue as independent director from Nov 11, 2026 to Nov 10, 2031.
• Shriraj S Shetty to continue as executive director from Nov 11, 2026 to Nov 10, 2031.

Auditors

• Cost Auditors remuneration for 2026-27 approved; member ratification required.

Remuneration terms

• Remuneration structure: monthly Rs 250,000; annual CTC Rs 3,271,596; five-year term.

Target overview

• Target: Mikusu India Private Limited, agro chemicals trading in India; wholly owned subsidiary of Heranba.
• Turnover: ₹182.68 crore for FY2025-26.
• Related party transaction; exempt as wholly owned subsidiary; promoter interests limited to shareholding/directorship.
• Industry: Agro chemicals trading.
• Purpose: fund Mikusu's growth; no change in 100% ownership.
• Regulatory approvals: Not applicable.
• Allotment completed on 03 September 2026; balance call money payable on demand.
• Consideration: cash; total ₹24.95 crore; ₹12.47 crore paid; balance ₹12.47 crore on call.
• Shareholding after allotment: no change; Mikusu remains 100% subsidiary.
• Background: Mikusu incorporated 9 April 2022 in India.
• Three-year turnover: 2023-24 ₹92.91 cr; 2024-25 ₹152.40 cr.
• Turnover FY2025-26 ₹182.68 cr.