Visaka Industries Ltd

Meeting Details

• Board meeting scheduled for August 06, 2026; time and venue not disclosed.

Key Agenda Items

• Approve audited standalone and consolidated Q1 results for the quarter ended June 30, 2026.

Other Notes

• Trading window closed since July 01, 2026; remains closed 48 hours after results submission.

KYC update for physical shareholders

• RTA KFin Technologies dispatched KYC update communications to physical holders on 17-Jul-2026.
• Purpose to update KYC per SEBI circulars SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 and 2026 circular.
• Mandated KYC details include PAN linked to Aadhaar, contact, bank details, and specimen signature.
• Dividends for non-compliant folios will be paid electronically from 1-Apr-2024.
• PAN tied to Aadhaar; linkage required otherwise PAN deemed invalid.
• Forms ISR-1, ISR-2, SH-13, ISR-3 required for KYC update and nomination.
• Submission modes: hard copy, electronic via email, or RTA web portal.
• If already provided, shareholders may ignore this communication.
• KYC update ensures smooth processing of future dividends and payments.
• Communication dated 16-Jul-2026 reiterates mandatory KYC under SEBI circulars.

Dispute resolution and financial outcome

• Hyderabad Cricket Association dispute resolved with Cheque Petition allowed on 08.07.2026.
• Final award amount ₹68,73,19,584 including interest in Visaka's favour.
• Funds credited to Visaka's bank account on 10 July 2026.
• Arbitral Tribunal award confirmed by the Apex Court of India.
• Positive impact on Visaka's financials and reduced litigation exposure.

Annual Report distribution & AGM details

• Dispatched physical letters with annual report weblink and QR code to members without registered emails.
• Annual Report for FY2025-26 sent electronically to shareholders with registered emails.
• RTA for dispatch: KFin Technologies Limited.
• Web-link to Annual Report: https://visaka.co/assets/website/files/investors/2025-26/Visaka-annual-report-2025-26.pdf
• 44th AGM scheduled for 30 July 2026 at 3:30 PM IST via VC/OAVM.

Overview

• Consolidated BRSR covers Visaka Industries and subsidiaries for FY2025-26.
• Main activities: cement roofing sheets, fibre cement boards/panels, Wonder Yarn, ATUM Solar.
• Operations across 28 Indian states and 30+ export markets.
• Exports ~6.5% of turnover; turnover mix: cement sheets 53%, boards 30%, yarn 15%.

Key ESG Risks & Opportunities

• GHG emissions: material risk and opportunity; ATUM Solar and Wonder Yarn reduce emissions.
• Water management: digital meters, rainwater harvesting, and in-house STPs improve water security.
• Product lifecycle: ongoing LCA/EPD work for boards to reduce lifecycle emissions.
• Innovation: continuous R&D and new sustainable products drive growth.
• Sustainable sourcing: inputs sourced within 500 km; 69% boards, 82% sheets, 15% yarn.
• Supply chain disruption: risk from geopolitics and prices; mitigated by local sourcing.

Governance & Policy Highlights

• Board-level sustainability committee oversees NGRBCs; chaired by Joint Managing Director.
• Anti-corruption policy with zero-tolerance; policy linked on company site.
• POSH, whistleblower, and human rights policies; 100% employee/workers training coverage.
• No monetary penalties or external NGRBC assessments reported in FY2026.
• Policy coverage translated into procedures; board-approved; training on ethics across roles.
• Related party transactions: purchases from related parties minimal; loans 39.88%; sales 0.47%.

Social Responsibility & Workforce

• Total workforce: 5,318 (1,162 permanent employees; 4,156 workers).
• Female representation: 42 female permanent employees; 32 female workers.
• Turnover: permanent employees 4.10%; permanent workers 0.51%.
• LTIFR: employees 0; workers 0.43; total injuries 13; no fatalities.
• Health benefits: health insurance 90% of employees; 100% of workers; maternity 4%.
• Grievance mechanisms: plant-level committees address human rights; escalation to higher management if needed.
• CSR details: CSR turnover ₹1,661.31 crore; net worth ₹835.57 crore; CSR beneficiaries reported in CSR report.

Environmental Performance

• Total energy consumption: 38,092,339 Mj; energy intensity 229,334 per crore turnover.
• Renewable energy: solar generation 95,819,66? kWh; renewable energy intensity 5,769.
• Scope 1: 1,214 tCO2e; Scope 2: 84,998 tCO2e; total 86,212 tCO2e; intensity 51.90.
• Zero Liquid Discharge implemented; water reused within processes; groundwater withdrawal 607,435 kl.
• Waste: total 15,990.97 t; non-hazardous 15,990.68 t recycled; hazardous 0.29 t.

Stakeholder Engagement & Complaints

• Stakeholders: employees, shareholders, suppliers, customers, channel partners, society, government.
• Engagement: regular for employees; investors quarterly/annually; suppliers/customers on demand.
• Community: dedicated Safety/HSE committees at each plant address local concerns.
• Complaints: 1 shareholder complaint in FY2026; other groups reported NIL.

Other Notable Metrics

• Sustainable inputs: 69% boards, 82% cement roofing sheets, 15% Wonder Yarn sourced within 500 km.
• Life Cycle Assessment: not conducted for key products in FY2025-26.
• EPR: registration for imports; waste collection aligned with plans.
• Cybersecurity/data privacy: IT/Information Security policy in place; no reported incidents.
• Trade associations: active membership in CII, USGBC, IGBC, Green Rating, FCPMA, etc.
• Turnover/receivables metrics: 36 days payables; related-party (loans 39.88%, sales 0.47%).

AGM Details

• 44th AGM on July 30, 2026 at 3:30 PM IST via VC/OAVM.
• Record date fixed June 26, 2026 for eligibility to receive annual report/dividend.
• Deemed venue: Visaka Towers, Secunderabad.

Dividend Proposal

• Final dividend proposed at Rs 1.20 per equity share (face value Rs 2) – 60%.
• If approved, dividend payable within 30 days after AGM subject to tax deduction.

Resolutions – Ordinary Business

• Adopt standalone and consolidated financial statements for FY2025-26.
• Re-appoint Gusti Jall Noria by rotation.

Resolutions – Special/Cost Audit

• Ratification of Cost Auditors' remuneration for FY2026-27: Rs 165,000 plus taxes and out-of-pocket expenses, to Sagar & Associates.

Financial performance

• Standalone revenue ₹1,67,558.66 lakh; YoY growth ₹8.65%.
• Consolidated revenue ₹1,68,413.60 lakh; growth ~₹8.6%.
• Standalone net profit ₹87.83 crore; earnings per share ₹10.17.
• Consolidated net profit ₹85.36 crore; EPS ₹9.88.
• Standalone EBITDA ₹148.48 crore; margin 8.94%.
• ROCE up to 11.87%; debt cost 7.5%; interest cover 6.32x.
• Net worth ₹835.57 crore; debt-free cash generation cross ₹100 crore.
• Cash profit ₹153 crore; ~7% distributed as dividend to shareholders.
• Land monetisation and asset monetisation aided debt reduction; debt declined to ₹27.98 crore net.
• Capital expenditure in FY26: ₹37 crore; capex focus on boards, solar and efficiency.

Business segments and growth

• Cement roofing: revenue ₹886 crore; margins aided by input-cost relief; capacity utilisation 92%.
• Fibre cement boards & panels (V-Next): ₹506 crore; 19% growth; near full capacity; 86% util.
• ATUM Solar Roof: positive outlook; PM Surya Ghar and PM-KUSUM support adoption.
• Synthetic yarns: ₹251 crore; 19% revenue growth; volumes up, exports pressured.
• Non-asbestos segment share rose to 47% of revenue in FY26 from 43% prior year.
• V-Next positioned as growth engine; capacity expansions planned to 3,55,750 tpa by 2030.
• Exports contributed 6.5% of revenue; domestic demand strengthened, exports moderated.
• Boards expansion capex target ~₹450 crore by 2030; enhanced pricing power with demand visibility.

Capital structure and liquidity

• Total borrowings ₹30,248.87 lakh; non-current ₹11,576.67 lakh; current ₹18,672.20 lakh.
• Net debt ₹27,984.37 lakh; gearing 37% (vs 64% prior year).
• Undrawn borrowing facilities ₹26,488 lakh; cash & equivalents ₹2,430.82 lakh.
• Debt reduction drove lower interest costs; consolidated cash generation robust.
• Land and asset monetisation contributed to deleveraging; exceptional items (land sales) ₹5,970.33 lakh (consolidated).
• Dividend: final₹1.20 per share recommended for FY25-26; record date 26 Jun 2026.

Dividend and shareholding

• Final dividend of ₹0.50 per share paid for FY25-26; proposed ₹1.20 per share for FY25-26.
• Issued equity shares: 86,404,760; paid-up ₹1,728.10 lakh; total equity ₹1,732.07 lakh.
• Promoters hold 43.50%: Dr. G. Vivek Venkatswamy 39.77%, Saroja Gaddam 3.73%.
• 37% of shares are dematerialised as of 31 March 2026.

Corporate governance and controls

• Board composition: 4 Independent directors (incl. 1 woman), 2 Executive, 2 Non-Executive non-Independent.
• Independent directors appointed/reappointed via postal ballot; CEO Abinash Mishra appointed Apr 2025, resigned Aug 2025.
• Audit Committee: 3 members; meetings 4–5 per year; unqualified Secretarial Audit; no material adverse remarks.
• Remuneration policy and Annexure-4 define director and KMP compensation framework.
• 40 Note disclosures confirm arm's-length RPTs; no material RPTs; governance disclosures on website.

Risk management and outlook

• Diversified multi-business model hedges market cycles; boards, roofing, and yarn respond to different drivers.
• Policy tailwinds in housing, infrastructure and renewable energy support Visaka’s growth. Capex in boards by 2030.
• Risks: raw material/energy volatility, export demand, and textiles cycle; mitigated by cash generation and diversification.
• Outlook: execution-led with focus on boards & panels, profitability in textiles, price discipline, and cost optimisation.

ESG, CSR and sustainability

• CSR spend ₹107.68 lakh; 2% of average net profit; ₹55.48 lakh obligation settled, ₹194.24 lakh excess carried as prepaid.
• ATUM Solar Roof anchors sustainability; 2.5 MW captive plus 7.5 MW rooftop solutions.
• Water: Zero Liquid Discharge across plants; water withdrawal 607,435 kl; intensity 366 kl per crore turnover.
• GHG: Scope 1 1,214 t CO2; Scope 2 84,998 t; total 86,212 t; intensity 51.90 tCO2e per crore turnover.
• Waste: non-hazardous 15,990.97 t; recycled 15,990.68 t; hazardous waste minimal.
• EPR: Yes; Life Cycle Assessment not conducted in FY26; sustainable sourcing within 500 km where feasible.

Subsidiaries and related parties

• Subsidiaries: Visaka Green Private Limited and Atum Life Private Limited (both 100%); strategic focus on EPC, boards, and sustainable products.
• Two key related party subsidiaries disclosed; inter-company loans/deposits with P&L impact disclosed in notes.
• Remuneration to KMPs and directors from related parties disclosed; dividends to related parties disclosed.

AGM, notices and disclosures

• 44th AGM scheduled for 30 July 2026 via VC/OAVM; record date 26 June 2026.
• Dividend of ₹1.20 per share proposed; payment within 30 days post AGM if approved.
• Cost auditors ratification: ₹1,65,000 remuneration approved; ratification at AGM.
• Remote e-voting facility provided; NSDL/CDSL portals used; speakers & attendance guidelines in notice.