Sadhana Nitro Chem Ltd

Demat/Remat status

• Securities received for dematerialisation were listed on the stock exchanges.
• Certificates dematerialised were mutilated, cancelled, and the depository's name substituted in records.
• Total shares dematted during the period: 67,520,400.
• Demat requests confirmed: 4; shares dematted: 20,400.
• No demat/remat requests pending beyond 21 days.
• Delays noted due to late receipt of documents and verification issues.

CFO resignation

• Mr. Vimal Jain resigned as CFO and President, Operations and Finance, effective 13 Oct 2026; resignation accepted.

AGM Details

• AGM held on Sep 30, 2026 at 2:00 P.M. IST via VC/OAVM.
• Quorum appeared; meeting chaired by Executive Chairman.
• Remote e-voting window: Sep 27-29, 2026.
• Scrutinizer appointed for remote and AGM voting.
• Notice and annual report circulated by email; outcomes to be uploaded within 2 working days.

Resolutions

• Ordinary: Adoption of financial statements for FY 2025-26.
• Ordinary: Re-appointment of Seema A. Javeri as director liable to retirement by rotation.
• Ordinary: Ratification of remuneration of Cost Auditors.
• Special: Re-appointment of Asit D. Javeri as Executive Chairman.
• Special: Re-appointment of Abhishek A. Javeri as Managing Director.
• Special: Re-appoint Seema A. Javeri as Executive Director (Administration).

Voting Status

• Outcomes not disclosed in the filing; results to be uploaded with Scrutinizer's Report.

Directors / Management Changes

• Seema A. Javeri re-appointed as director liable to retirement by rotation.
• Seema A. Javeri re-appointed as Executive Director (Administration).
• Asit D. Javeri re-appointed as Executive Chairman.
• Abhishek A. Javeri re-appointed as Managing Director.

Auditors

• Cost Auditors remuneration ratified.

Sadhana Nitro Chem Ltd — Trading Window closed from 1 October 2026 till expiry of 48 hours after declaration of Unaudited Financial Results for the quarter and half year ended September 30, 2026

Trading approval and listing

• Trading approvals obtained from BSE and NSE for 67.5 million preferential shares; listing effective Sept 25, 2026.
• Issue price Rs 2.06 per share (Re 1 face + Re 1.06 premium) under preferential allotment.
• Lock-in: 52.5 million shares (2964694386–3017194385) and 15 million shares (3017194386–3032194385) until 25-Mar-2027.

Overview

• Standalone BRSR for FY2025-26; main activity chemical manufacturing and pharma intermediates.
• Turnover dominated by Meta Aminophenol (49.02%) and SND-27 (ODB2) (46.47%).
• Export share approximately 15% of turnover; 85% domestic.
• BR disclosures form part of Annual Report 2025-26 and submitted to exchanges.
• Markets span 9 Indian states and 12 countries.

Key ESG Risks & Opportunities

• Hazardous waste management and disposal costs are material risks.
• Water scarcity risk; ETP/CETP mitigates but entails costs.
• Emissions management risk; baseline Scope 1 and 2 established.
• Opportunities include energy efficiency; planned solar, wind and Green Hydrogen.
• SDG alignment programs target carbon footprint reduction.

Governance & Policy Highlights

• Board oversight by Chairman and MD; BR policies governed at board level.
• Policies include anti-bribery and whistleblower mechanisms; annual reviews.
• Statutory compliance monitored and reviewed annually.
• External assurance for BR aspects provided by Equip Chemotech Consultants.
• CSR disclosures align with Companies Act requirements.

Social Responsibility & Workforce

• Total workforce 190; 163 permanent, 27 others; 10 female employees.
• Board has 25% women; KMP female representation is 0%.
• LTIFR: employees 0; workers 4.92; total injuries 4.
• Permanent employee turnover 31.82%; permanent workers 3.03% (current FY).
• Health and safety training: employees ~60%, workers ~88%.

Environmental Performance

• Non-renewable energy use: 24,656.45 GJ; renewables 0; total energy 24,656.45 GJ.
• Energy intensity: 608.39 GJ per crore turnover; 13.672 GJ/MT produced.
• Water: third-party withdrawal 20,143 kl; consumption 7,050 kl; discharge 13,093 kl.
• GHG emissions: Scope 1 1,250; Scope 2 1,800 MTCO2e; total 3,050 MTCO2e.
• Waste: total 186 MT; hazardous waste 180.58 MT; plastic reused 1.59 MT.

Stakeholder Engagement & Complaints

• Key stakeholders: shareholders, investors, employees, customers, communities, suppliers, creditors, government, media.
• Engagement channels: AGM, stock exchange notices, email, website; ongoing.
• FY2025-26 complaints: 6 from shareholders; all resolved; other groups report 0.
• Community grievance mechanism with escalation, investigation and lessons learned.
• Grievance policies disclosed via accessible channels.

Other Notable Metrics

• Sustainable sourcing: 5% of inputs sustainably sourced; 95% from Indian MSMEs.
• Purchasing concentration: top 10 trading houses ~80% of purchases; 25 traders engaged.
• Cybersecurity: Information Security Policy; no data breaches reported.
• Industry affiliations: Bombay Chamber, Indian Chemical Council, FIEO.
• POSH and anti-discrimination policies in place; no material breaches reported.

AGM details

• 53rd AGM scheduled for 30 September 2026 at 2:00 PM IST via VC/OAVM.
• E-voting cut-off date: 23 September 2026; voting window 27 Sept 2026 09:00 to 29 Sept 2026 17:00.

Financial statements

• Adoption of Audited Financial Statements for year ended 31 March 2026 (including Consolidated).

Director reappointment

• Re-appoint Seema A. Javeri as Director liable to retire by rotation.

Executive & Managing Director appointments

• Asit D. Javeri reappointed as Executive Chairman for 3 years from May 2027.
• Abhishek A. Javeri reappointed as Managing Director for 3 years from May 2027.
• Seema A. Javeri reappointed as Executive Director (Administration) for 3 years from May 2027.

Cost auditors remuneration

• Remuneration for Cost Auditors Rs 1,25,000 p.a.; ratification by members.

Governance actions

• Authority to sign and file relevant e-forms with ROC for appointments.

Financial performance

• Standalone revenue from operations and other income for FY2025-26: 4,885.63 lakh.
• Revenue declined from 13,598.94 lakh in 2024-25 to 4,885.63 lakh.
• EBITDA from normal operations was negative 4,539 lakh.
• PAT standalone is negative 8,731.26 lakh.
• Total comprehensive income stood at negative 8,735 lakh.
• Exports revenue was 587.85 lakh, about 12.03% of revenue.
• Rights issue raised 263.53 crore, used to repay borrowings.
• Equity capital post-rights issue is 29,646.94 lakh paid-up.
• Current ratio is 1.82; debt-equity is 0.24.

Capital structure & liquidity

• Total borrowings (Standalone) 10,863.02 lakh; improved liquidity after rights issue.
• Cash and cash equivalents: 1,161.41 lakh.
• Working capital improved with rights issue proceeds.
• Operating cash flow standalone: negative 3,067.56 lakh; consolidated negative 2,860.48.

Operational highlights & strategy

• ODB2 capacity expanded to 2,200 TPA; 50% utilized.
• PAP production improved; downstream continuous processing.
• ERP implementation and IoT exploration underway.
• Exports diversified; to Europe, Japan, North America; 587.85 lakh.

Governance & control

• Board eight directors; four independent; Tej Mayur Contractor joined 18-Oct-2025; Sindhu Kotian 07-Mar-2026.
• CFO changed to Vimal R Jain on 29-Oct-2025.
• Auditors: Jayesh Dadia & Associates; Internal Auditor: Chandrashekhar Iyer & Co.
• Auditors' report includes going-concern emphasis; significant losses reported.

ESG, CSR & sustainability

• CSR spend for 2025-26: 14.01 lakh; unspent CSR balance 218.19 lakh carried to Schedule VII.
• Zero liquid discharge; FTP plant; land for green energy (130 acres).
• ERP/IOT initiatives align with energy efficiency and environmental goals.

Risks & outlook

• Geopolitical and tariff risks impacting exports and margins.
• Management expects improvement with liquidity and efficiency gains.

Audit, risk & internal controls

• Internal controls are adequate; formal documentation recommended.
• Secretarial audit flagged filing delays; corrective actions taken.
• Risk management monitored by Risk Management Committee; internal audits quarterly.

Subsidiaries & related party

• Anuchem BVBA (Belgium) remains main foreign subsidiary; Calchem divested in 2026.
• Related party transactions include promoter loans and management remuneration; material balances disclosed.