Nikhil Adhesives Ltd

Nikhil Adhesives Limited - Closure of Trading Window from October 01, 2026 until 48 hours after declaration of Un-Audited Financial Results for the quarter and half year ended September 30, 2026

AGM Details

• AGM held on 22-09-2026 at 3:00 PM via VC/OAVM.
• Record date: 15-09-2026; total shareholders on record: 12,432.
• Start time: 3:00 PM; End time: 3:36 PM.

Key Resolutions

• Resolution 1: Ordinary; financial statements adopted.
• Resolution 2: Ordinary; Tarak Jayantilal Sanghavi reappointed as Whole-Time Director.
• Resolution 3: Ordinary; dividend of Re.0.22 per equity share approved.
• Resolution 4: Ordinary; remuneration of Cost Auditor ratified.
• Resolution 5: Ordinary; Deepika Mishra & Associates appointed as Secretarial Auditors.
• Resolution 6: Special; Tarak Jayantilal Sanghavi reappointed as WTD for 3 years.
• Resolution 7: Special; Rajendra Jayantilal Sanghavi reappointed as WTD for 3 years.
• Resolution 8: Special; Umesh Jayantilal Sanghavi as Chairman & MD for 3 years.
• Resolution 9: Special; Gauri Surendra Trivedi Independent Director for 2nd term of 5 years.
• Resolution 10: Special; increase powers of the board under section 180(1)(a).
• Resolution 11: Special; remuneration to Dr. Satish Gaonkar exceeding Section 197 limits.
• All resolutions passed with requisite majority.

Dividend

• Dividend of Re 0.22 per equity share approved.

Director Changes

• Tarak Jayantilal Sanghavi reappointed as Whole-Time Director for 3 years.
• Rajendra Jayantilal Sanghavi reappointed as Whole-Time Director for 3 years.
• Umesh Jayantilal Sanghavi reappointed as Chairman and Managing Director for 3 years.
• Gauri Surendra Trivedi appointed as Independent Director for 2nd term of 5 years.

Auditors

• Remuneration ratified for Cost Auditor: M/s. B. F. Modi & Associates.
• Secretarial Auditor appointed: M/s. Deepika Mishra & Associates.

Other Material Approvals

• Board powers increased under Section 180(1)(a) of the Companies Act.
• Remuneration for Dr. Satish Gaonkar approved, exceeding statutory limits.

AGM Details

• 40th AGM held Sep 22, 2026, 3:00 PM–3:36 PM IST, via VC/OAVM.
• Remote e-voting Sep 19–21, 2026; meeting venue deemed at registered office.

Ordinary Business

• Adopt audited financial statements for year ended Mar 31, 2026.
• Reappoint Tarak Jayantilal Sanghavi as director by rotation.

Dividend

• Dividend of Re 0.22 per equity share declared.

Special Business

• Ratify remuneration of Cost Auditor M/s B. F. Modi & Associates.
• Appoint M/s Deepika Mishra & Associates as Secretarial Auditors.
• Re-appoint Tarak Jayantilal Sanghavi as Whole Time Director for 3 years.
• Re-appoint Rajendra Jayantilal Sanghavi as Whole Time Director for 3 years.
• Re-appoint Umesh Jayantilal Sanghavi as Chairman & Managing Director for 3 years.
• Re-appoint Gauri Surendra Trivedi as Independent Director for 2nd term of 5 years.
• Increase board powers under Section 180(1)(a) of the Companies Act, 2013.
• Approve remuneration payable to Dr Satish Gaonkar exceeding Section 197 limits.

Voting and Outcomes

• Voting results to be declared; Scrutinizer report within 2 working days.

Financial performance

• Revenue from operations: 55,347.38 Lakh; YoY decline 6.52%.
• Operating profit: 2,992.27 Lakh; YoY decline 1.09%.
• Profit before tax: 2,357.32 Lakh; up from 2,213.44.
• Tax expense: 621.34 Lakh; current 565.00, deferred 56.34.
• Profit after tax: 1,735.98 Lakh; YoY growth 4.3%.
• Total comprehensive income: 1,752.35 Lakh; up 6.23%.
• EPS: 3.78; diluted 3.78.
• Dividend per share: Re 0.22 proposed.
• Geographic split: Home market 54,278.46 Lakh; Export 1,068.92 Lakh.

Geography & product mix

• Single reportable segment: Manufacturing of adhesives & emulsions.
• Revenue by geography: Home market dominates; Export contributes a small portion.
• Disaggregated revenue by product: Manufactured goods 52,665.48; Traded goods 2,071.46.
• Service charges 605.99; Insurance claims 0.43; Indenting income 4.02.
• Export destinations include Nepal, Taiwan, Bangladesh, Sri Lanka, Africa.

Capital structure & liquidity

• Equity capital: Rs 459.43 Lakh; Reserves: Rs 14,103.62 Lakh; Total equity: Rs 14,563.05 Lakh.
• Total borrowings: Rs 6,585.67 Lakh; current 5,610.81; non-current 974.86.
• Liquidity: cash and bank balances ~ Rs 327.01 Lakh.
• Promoter stake: 54.47%; Non-promoter: 45.53%.

Dividend & shareholder returns

• Dividend proposed: Re 0.22 per equity share for FY2025-26.
• Earnings per share: 3.78; prior year 3.62.
• AGM communications: Integrated annual report and Notice hosted on company/BSE/NSDL sites.

Governance & risk management

• Board comprises 10 directors; 5 independent; new independent director Sethunathan Charlayath Laxmanan.
• Audit Committee met 4 times; reports to Board as per SEBI LODR.
• Internal audit by BDG & Co.; Secretarial audit by Somani & Associates.
• One material audit flag: 1-day delay in Related Party Transaction disclosure; Rs 5,000 fine.

CSR & sustainability

• CSR expense for FY2025-26: Rs 42.71 Lakh; required Rs 42.14 Lakh; shortfall Rs 4.68 Lakh.
• Ongoing CSR projects: Shakti, Umang School, Jan Jan Ne Bhojan; completion status: ongoing/completed as noted.
• Rs 4.68 Lakh to be transferred to Schedule VII fund; Rs 42.71 Lakh spent in year.

Outlook & risk

• Global macro risks: geopolitics, commodity price volatility, FX movements, energy costs.
• Indian economy: GDP growth projected around mid- to high-single digits; domestic demand remains supportive.
• Company focus: Mahafix expansion, Mahacol consumer adhesives, RDP-led growth, import substitution.

Operational highlights

• R&D center at Navi Mumbai operational since 2023; driving innovations in emulsions and construction solutions.
• Manufacturing automation at Tumkur and Dahej plants improving consistency and quality.
• Mahafix construction chemicals growth supported by infra and housing demand.
• Total manufacturing capacity: 135,000 TPA; five plants across Maharashtra, Gujarat, Dadra & Nagar Haveli, Karnataka, Himachal Pradesh.

Accounting policy & audit flags

• Note 49: Inventory valuation policy changed; FIFO to Weighted Average for raw materials; FIFO to Standard Cost for others.
• Retained earnings impact from policy change: Rs 44.76 Lakh; restated opening balances in 2025 and 2024.

Book closure and voting details

• Book closure: 16 September 2026 to 22 September 2026 (both days inclusive) for 40th AGM and dividend.
• Cut-off date: 15 September 2026 to determine dividend entitlement and e-voting eligibility.
• E-voting period: 19 September 2026 (9:00 a.m. IST) to 21 September 2026 (5:00 p.m. IST).
• Dividend payment: if approved by members, within 30 days from the AGM.
• Security: Equity shares.

AGM Details

• Date/time/mode: 22 September 2026, 3:00 PM, VC/OAVM.
• Record date: 15 September 2026.
• Register/Book closure: 16–22 September 2026.

Dividend

• Dividend of Re 0.22 per equity share proposed.

Ordinary Resolutions

• Adopt Audited Financial Statements and Board reports.
• Re-appoint Tarak Jayantilal Sanghavi by rotation as Whole Time Director.
• Declare dividend for the financial year ended 31 March 2026.

Special Resolutions

• Ratify remuneration of Cost Auditor Rs 50,000 per annum.
• Appoint Deepika Mishra & Associates as Secretarial Auditors for five years.
• Re-appoint Tarak J. Sanghavi as WTD for three years; remuneration terms.
• Re-appoint Rajendra J. Sanghavi as WTD for three years; remuneration terms.
• Re-appoint Umesh J. Sanghavi as Chairman and MD for three years.
• Re-appoint Mrs Gauri Trivedi as Independent Director for second five-year term.
• Increase board powers under Section 180(1)(a) to secure borrowings up to Rs 250 Crores.
• Remuneration to Dr Satish Gaonkar up to 1.2 Crores per annum.

Governance & Appointments

• Re-appoint Tarak J. Sanghavi as WTD for three years from 1 Jan 2027.
• Re-appoint Rajendra J. Sanghavi as WTD for three years from 1 Jan 2027.
• Re-appoint Umesh J. Sanghavi as Chairman & MD for three years from 10 Jul 2026.
• Re-appoint Mrs Gauri Trivedi as Independent Director from 1 Jan 2027 to 31 Dec 2031.
• Cost Auditor remuneration ratified; Secretarial Auditor appointed; Board to fix remuneration terms within law.

Financials

• Q1 FY27 unaudited: Revenue from operations ₹18,858.79 lakh; Total Income ₹18,877.59 lakh.
• Profit before tax ₹957.88 lakh; tax expense ₹225.43 lakh; profit after tax ₹732.45 lakh.
• EPS (quarter) ₹1.59; annual EPS ₹3.78.
• FX gain of ₹3,678 lakh recorded in the quarter.