Meeting Details

The 38th Annual General Meeting of Hikal Limited will be held on Wednesday, September 23, 2026, at 11:30 a.m. (IST) through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The deemed venue for the meeting is the Registered Office of the Company at 717/718, Maker Chamber V, Nariman Point, Mumbai - 400 021.

Ordinary Business Items

1. Financial Statements Adoption

  • To consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2026, together with Reports of the Board of Directors and Auditors
  • To consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2026, together with the Report of the Auditors

2. Dividend Declaration

  • To confirm the interim dividend of ₹0.20 per equity share of face value ₹2 each already declared and paid
  • To declare a final dividend of ₹0.40 per equity share of face value ₹2 each
  • Total dividend for financial year 2025-26 aggregates to ₹0.60 per equity share (30% of face value)
  • Record date for final dividend: September 4, 2026
  • Final dividend will be paid within 30 days from declaration date, subject to tax deduction at source

3. Director Re-appointment

  • To appoint a Director in place of Mr. Sarangan Suresh (DIN: 10562713), who retires by rotation and offers himself for re-appointment

Special Business Items

4. Appointment of Chairman and Managing Director

  • To appoint Mr. Sameer Hiremath (DIN: 00062129) as Chairman and Managing Director for 5 years from October 1, 2026 to September 30, 2031
  • To fix his remuneration for 3 years from October 1, 2026 to September 30, 2029
  • Remuneration structured as per Schedule V limits based on Effective Capital as minimum remuneration
  • Perquisites include: chauffeur-driven car, telephone facility, utility reimbursement, medical reimbursement, club fees, LTC, medical insurance, personal accident insurance, travel and entertainment expense reimbursement
  • Contribution to provident fund, superannuation fund, annuity fund, and gratuity payable at rate not exceeding half month's salary for each completed year of service
  • Encashment of leave at end of tenure as per company rules

5. Revision in Remuneration of Whole-Time Director

  • To revise remuneration of Mr. Sarangan Suresh (DIN: 10562713), Whole-Time Director, effective October 1, 2026 to March 31, 2029
  • Salary revision from ₹3,33,333 per month to ₹3,75,000 per month
  • Additional perquisites, allowances and annuities subject to maximum of ₹45,00,000 per year
  • Includes house rent allowance, annual bonus, performance bonus, provident fund contribution, superannuation fund, annuity fund, and gratuity
  • Encashment of leave at end of tenure as per company rules

6. Ratification of Cost Auditor Remuneration

  • To ratify remuneration of ₹5,25,000 plus applicable taxes and reimbursement of out-of-pocket expenses to M/s. V. J. Talati & Co., Cost Accountants (Firm Reg No. R00213)
  • For conducting audit of cost records for financial year 2026-27

Dividend and Tax Information

Dividend Payment Process

  • Dividend payment will be made only through electronic mode as per SEBI Master Circular dated February 6, 2026
  • Payment requires shareholders to furnish PAN, choice of nomination, contact details, mobile number, bank account details, and specimen signature
  • Unpaid/unclaimed final dividend for financial year 2018-19 will be transferred to Investor Education and Protection Fund (IEPF) by September 5, 2026

Tax Deduction at Source (TDS)

Resident Shareholders:
  • 10% TDS if valid PAN provided (no TDS if aggregate dividend ≤ ₹10,000 for individuals)
  • 20% TDS if no PAN/valid PAN not provided
  • Lower/NIL deduction possible with certificate under Section 395 of Income Tax Act, 2025
  • Certain categories eligible for NIL deduction (LIC, GIC, mutual funds, government entities, etc.)
Non-Resident Shareholders:
  • 20% TDS plus applicable surcharge and cess, or beneficial tax treaty rate
  • Requirements include Tax Residency Certificate, PAN declaration, Form 41 (erstwhile Form 10F)
  • Lower/NIL deduction possible with certificate from Income Tax Authority

Important Dates for Tax Documentation

  • Deadline for submitting tax-related documents: September 10, 2026, by 11:59 p.m. IST
  • Communications to be sent to tdsdividend@hikal.com

Voting Information

Remote e-Voting

  • Remote e-voting period: September 19, 2026 (9:00 A.M.) to September 22, 2026 (5:00 P.M.)
  • Cut-off date for voting rights: September 16, 2026
  • Service provider: National Securities Depository Limited (NSDL)
  • Results announcement: Within 2 working days from conclusion of AGM (by September 25, 2026)

Virtual Meeting Attendance

  • Facility available for 1,000 members on first-come-first-served basis
  • Large members (2%+ shareholding), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors can attend without restriction
  • Members can submit questions in advance by email to secretarial_agm@hikal.com between September 10-17, 2026

Scrutinizer Appointment

  • M/s. Dhrumil M. Shah & Co. LLP appointed as scrutinizer for vote scrutiny

Explanatory Statements

Leadership Transition

  • Mr. Jai Hiremath (DIN: 00062203) stepping down as Executive Chairman effective October 1, 2026
  • Mr. Sameer Hiremath proposed as successor with nearly three decades of experience at Hikal
  • Educational qualifications: Bachelor of Engineering (Chemicals), MBA and MS in IT from Boston University, USA
  • Current position: Vice-Chairman and Managing Director (term until September 30, 2026)
  • Previous remuneration: ₹13.40 million
  • Shareholding: 390,975 shares (direct), 187,500 shares (through Sameer trust)

Financial Performance Context

  • FY 2025-26 financial highlights:
  • Total Revenue: ₹17,249 million
  • EBITD: ₹2,328 million
  • Finance Costs: ₹621 million
  • Depreciation: ₹1,638 million
  • Profit Before Tax: ₹69 million
  • Exceptional Items: ₹(851) million (US FDA regulatory action, asset impairment at Panoli facility, new Labour Code implementation)
  • Profit After Tax: ₹(487) million
  • Reasons for loss: Impact of US FDA regulatory action, impairment of assets at Panoli facility, exceptional charges from new Labour Code implementation
  • Improvement steps: Repurposing assets at Panoli facility with new production lines, US FDA remediation progress at Jigani site
  • Growth expectations: Positive momentum with growing customer order book, expected growth in Revenue and EBITDA, new CDMO customers, new product development

Service Providers

  • Registrar & Share Transfer Agent: MUFG Intime India Private Limited
  • Cost Auditor: M/s. V. J. Talati & Co.
  • Scrutinizer: M/s. Dhrumil M. Shah & Co. LLP
  • e-Voting Service Provider: National Securities Depository Limited (NSDL)