Vidhi Specialty Food Ingredients Ltd

Vidhi Specialty Food Ingredients Limited: Trading window closure from October 01, 2026 until the end of 48 hours after the financial results for the Second quarter and half-year ending September 30, 2026 become generally available

AGM Details

• Date and time: 24 September 2026, 3:30 PM IST; VC/OAVM mode.
• Meeting commenced at 3:45 PM after quorum was established.
• All items of business in the notice were transacted and approved.

Key resolutions and outcomes

• Agenda 1: Standalone financials adopted (ordinary resolution); passed.
• Agenda 2: Consolidated financials adopted (ordinary); passed.
• Agenda 3: Interim dividends payments ratified (ordinary); passed.
• Agenda 4: Pravina Bipin Manek re-appointed by rotation.
• Agenda 5: Chetan Prabhudas Bavishi appointed as Non-Executive Independent Director; five-year term; special.

Dividend

• Interim dividend payments for FY2025-26 ratified; amount not disclosed.

Director changes

• Pravina Bipin Manek retires by rotation and is re-appointed.
• Chetan Prabhudas Bavishi appointed as Non-Executive Independent Director for five years.

AGM details

• AGM held Sept 24, 2026 at 03:45 IST via Video Conferencing; concluded 04:07 IST.

Resolutions put to vote

• 01 Ordinary: Adoption of standalone audited financial statements for the year ended 31 March 2026.
• 02 Ordinary: Adoption of consolidated audited financial statements for the year ended 31 March 2026.
• 03 Ordinary: Confirm payment of the 1st and 2nd interim dividends for 2025-26.
• 04 Ordinary: Re-appointment of Pravina Bipin Manek, retiring by rotation.
• 05 Special: Appoint Chetan Prabhudas Bavishi as non-executive independent director for five years.

Voting results

• Results awaited; consolidated result to be announced within two working days.

Dividend

• Interim dividends on equity shares declared for FY 2025-26; per-share amount not disclosed.

Director changes

• Pravina Bipin Manek retires by rotation and is eligible for re-appointment.
• Chetan Prabhudas Bavishi appointed as non-executive independent director for five years.

Auditors

• No auditor appointment changes disclosed; statutory, secretarial, and internal auditors represented at meeting.

Related party transactions

• No material related party transactions disclosed.

Other material approvals

• No ESOPs, amendments, borrowings, or mergers disclosed.

AGM notice and Annual Report

• 33rd AGM scheduled for September 24, 2026 at 3:30 PM IST via VC/OAVM.
• Electronic copies of AGM notice and FY2025-26 Annual Report emailed to shareholders with registered addresses; web-link provided.
• Annual Report 2025-26 available at vidhifoodcolors.com, path: investor-relation/annual-reports; cut-off Aug 21, 2026.
• Intimation of notice and report uploaded on the company website.

KYC and physical shareholder compliance

• Reminder to update KYC details under SEBI Master Circular to enable electronic payments for physical holders.
• SEBI circular requires PAN, address with PIN, mobile, bank details, specimen signature, and nomination.
• Email update is optional but encouraged; update via depository participant or RTA.
• KYC formats ISR-1, ISR-2, ISR-3, SH-13, SH-14 available on MUFG site.

Overview

• Standalone BRSR for FY2025-26 covering Vidhi Specialty Food Colors Ltd.
• Main activities: manufacturing synthetic food colours, dyes, pigments and wholesale chemicals.
• Exports to 80+ countries across six continents.

Key ESG Risks & Opportunities

• GHG emissions risk; mitigate via energy conservation and equipment upgrades.
• Water/wastewater risk; mitigate via multi evaporator plant and 2-stage ETP with reuse.
• Waste/hazardous materials risk; mitigate through PCB guidelines and MWML disposal.
• Energy intensity risk; mitigate via renewable energy adoption and process improvements.
• Human rights risk; mitigate via HR policies, reporting mechanism, and internal compliance committee.
• Community relations risk; mitigate via stakeholder engagement and CSR initiatives.
• Employee health & safety risk; mitigations include strict safety standards and HACCP/HAZOP training.
• Product design/safety lifecycle risk; opportunities from BIS-accredited R&D and robust testing.
• Business ethics/compliance risk; mitigations include policies, training, and internal controls.
• Governance risk; mitigations rely on robust board oversight and formal codes of conduct.

Governance & Policy Highlights

• Board oversight via Committee of the Board and Stakeholder Relationship Committee.
• Code of Conduct and BR&S Policy approved; internal compliance and vigilance mechanisms in place.
• Whistleblower channels and anti-bribery practices embedded; independent oversight where applicable.
• No penalties or fines reported for FY2025-26; POSH complaints were zero.
• Assurance: Not Applicable.

Social Responsibility & Workforce

• Total workforce: 104 permanent and 95 workers; combined 199.
• Board size: 8 directors, with 4 female directors (50%).
• Gender distribution: permanent employees 85 male / 19 female; workers 91 male / 4 female.
• LTIFR: 0; no fatalities reported; comprehensive safety programme and annual health checks.
• CSR focus: healthcare, education, women empowerment; community well-being initiatives.
• Equal opportunity policy in place; ICC and Vigilance mechanisms for grievance redressal.

Environmental Performance

• Scope 1 emissions: 16,091 tonnes; Scope 2 emissions: 5,606 tonnes.
• Total energy use: electricity 11,868 (FY25-26); fuel 168,122; total energy 195,884.
• Water withdrawals: third-party water 225,952 KL; prior year 163,323 KL.
• Waste: ETP sludge 810 MT; incineration 810 MT; disposal aligned with regulations.
• Certifications/standards: BIS 9001:2015, 22000:2018, FSSAI, GMP, HACCP, Halal; ongoing energy/efficiency focus.

Stakeholder Engagement & Complaints

• Stakeholder groups: customers, employees/workers, shareholders/investors, suppliers, communities, government/regulators.
• Engagement channels include direct meetings, surveys, emails, training, and CSR activities.
• Customers filed 20 complaints in FY2025-26; 0 pending at year-end; other groups reported minimal issues.
• Grievance mechanisms include ICC and formal vigilance processes; regular communications with stakeholders.

Other Notable Metrics

• Concentration of sales to dealers/distributors: 250 (FY25-26) vs 240 (FY24-25).
• RPT exposure not disclosed; product recalls: none reported; cyber/privacy incidents: zero complaints.
• Executive remuneration disclosures exist; BR policy and governance structures emphasize transparency.

Financial performance

• Revenue from operations: ₹38,002.62 Lakhs (FY2025-26).
• EBITDA: ₹7,983.40 Lakhs; margin 13.90% (FY26).
• Profit after tax: ₹4,915.25 Lakhs; up 12.8% YoY.
• EPS (standalone): ₹9.84; consolidation: ₹9.80.
• Interim dividends declared: ₹3.00 per share; final dividend not declared.
• Net debt to equity: 0.14x; current ratio: 3.31x.

Operations & capacity

• Dahej Greenfield plant capacity up to 675 MTPM; two facilities totaling 2.8 lakh sq ft.
• Colour production: 5,352.63 MT in FY26 vs 4,081 MT prior year.
• Exports: 95% of production; Americas 44%, Australia 29%, Europe 19%.
• Key customers include Nestlé, Britannia, Pepsi, Cipla, Parle G, Unilever, ITC.

Geography & customers

• Export revenue share: 77% of total revenue in FY2025-26.
• Geography: Americas 44%, Europe 19%, Australia 29% by region.
• Major customers: Nestlé, Britannia, Pepsi, Unilever, ITC, Parle G.

Capital structure & liquidity

• borrowings: ₹5,645.89 Lakhs; cash: ₹1,152.00 Lakhs.
• Net debt: ₹4,493.89 Lakhs; gearing 0.14x.
• Current ratio: 3.31x; liquidity comfortable.

Governance & risk

• Chetan Bavishi appointed Independent Director for five years from Aug 11, 2026.
• Statutory auditors: Bhuta Shah & Co LLP; annual report issued with unmodified opinion.
• Board comprises 9 directors; robust governance and internal controls.

ESG & CSR

• BRSR disclosed; solar energy and wastewater management highlighted.
• Solar project referenced; water recycling via RO/ETP/CETP.
• CSR spend ₹108.57 Lakhs; 2% average net profit obligation ~₹106.06 Lakhs.

Environmental performance

• Total energy: 207,753 GJ; intensity 5.63 GJ per ₹ Lakh turnover; 38.81 GJ per MT.
• GHG: Scope1 16,091 tCO2e; Scope2 5,606 tCO2e; intensity 0.59 t/₹ Lakh turnover.
• Water withdrawal: 2,25,952 kL; water intensity 6.13 KL per ₹ Lakh turnover.
• Waste: ETP sludge 810 tonnes; total discharge 1,69,464 kL.

Related party disclosures

• RPTs with Vidhi Fine Chem, Chroma, Trident Colours; largely arm's length.
• Director remuneration total ₹7.27 Crore; IDs receive sitting fees.
• Loans to subsidiary ₹29.61 Lakhs; balances with KMPs disclosed.

Audit, tax & statutory

• Secretarial audit: no qualifications; Committee functioning effectively.
• Consolidated statements prepared under Ind AS; material subsidiary notes included.
• Tax compliance and regulatory filings; no material non-compliances.

AGM details

• AGM date/time: Sep 24, 2026, 3:30 PM IST, via VC/OAVM.

Ordinary business resolutions

• Adoption of Audited Balance Sheet and Change in Equity for year ended Mar 31, 2026.
• First and second interim dividends on equity shares for 2025-26.

Special business

• Appoint Chetan Prabhudas Bavishi as Independent Director (DIN 01978410), not liable to retire by rotation.

Voting status

• Voting results and outcomes not disclosed in provided document.

Appointments/Resignations

• Board appointed Mr. Chetan Prabhudas Bavishi as Additional Non-Executive Independent Director for five years, from Aug 11, 2026.
• Subject to shareholders' approval at the next AGM; not liable to retire by rotation.
• Profile: Commerce graduate with 40+ years in iron and steel industry.