2. COMPANY PERFORMANCE

The Company achieved revenue of R 18,648
million in 2024-25, against R 17,871 million in
the previous year, recording a growth of 4%. The
sales of the pharmaceutical business recorded
an increase of 6% to R 11,681 million, while the
sales of the Crop Protection saw a growth of 1% to
R 6,917 million.

The EBIDTA margins improved by 281 bps on
the back of stable raw material prices, improved
product mix and ongoing business excellence
initiatives and stood at around 18%, increased
from R2,694 million in the previous year to
R 3,335 million in 2024-25. Absolute EBITDA also
increased by R 641 million. The Profit before Tax
(PBT) increased by 30% from R 954 million in
the previous year to R 1,239 million in 2024-25.
Profit After Tax (PAT) witnessed a growth of 31%
from R 695 million in the previous year to R 909
million in 2024-25. The Earning per Share (EPS)
also increased from R 5.64 in the previous year to
R 737 in 2024-25.

The Company is incurring substantial capital
expenditure for growth in the Pharmaceutical and
Crop Protection businesses to augment capacities
for existing products and to create capacities for
new products, as well as investments in Research
& Technology.

The Company has prudently been funding the
growth Capex with a mix between internal
accruals and long-term loans. In doing so, the
Company ensures that it maintains a healthy

liquidity position and that its financial gearing and
debt service coverage are at comfortable levels.

The Current Ratio of the Company is at 1.26 for
2024-25, as against 1.28 in the previous year.
The net Debt to Equity Ratio improved from 0.67
in March 2024 to 0.59 in March 2025, while the
Debt Service Coverage Ratio (DSCR) declined
from 1.52 in the previous year to 1.45 in 2024-25.

3. EXPORTS

Exports for the year 2024-25 were R 11,471
million (62% of total sales) as compared to R11,082
million (63% of total sales) in the previous year. The
increase in exports was due to diversifying our
product portfolio.

4. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis on the
Company's operations is provided in a separate
section and forms part of this Annual Report.

5. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Company's Business Responsibility and
Sustainability Report, in terms of Regulation
34 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, (SEBI Listing
Regulations), is provided in a separate section and
forms part of this Annual Report.

6. DIVIDEND & RESERVES

The Company had in the financial year 2024-2025
declared and paid in the month of February 2025
an interim dividend of 30% i.e. R 0.60 per share
of face value of R 2/- each. Further, the Board
has recommended a Final Dividend of 40% i.e.
R 0.80 per share of R 2/- each. The Payment
of Final Dividend is subject to the approval of
shareholders at the ensuing Annual General
Meeting of the Company. If the final dividend is
approved by the shareholders, the total dividend
for the Financial Year 2024-25 shall aggregate to
70% i.e. R 1.40/- per share of face value R 2/- each.

As per the Income Tax Act, 1961, dividends paid
or distributed by the Company shall be taxable
in the hands of the shareholders. The Company
shall, accordingly, make the payment of the final
dividend after deduction of tax at source.

During the year under review, the Company has
not transferred any amount to any of the reserves
maintained by the Company.

The Dividend Distribution policy of the Company
which provides the Company's philosophy on
Dividend is available on the website of the Company
at https://www.hikal.com/uploads/documents/
HIKAL-DividendDistributionPolicy.pdf

7. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act,
2013, except as disclosed in this Integrated Annual
Report, no material changes and commitments
which could affect the Company's financial
position have occurred between the end of the
financial year of the Company and the date of this
Integrated Annual Report.

8. SHARE CAPITAL

There has been no change in the Company's
paid-up share capital during the current financial
year. The paid-up equity share capital as on 31
March 2025, stood at R 246.60 million. During the
financial year, the Company did not issue shares
with differential voting rights nor granted any
stock options or sweat equity. As on 31 March
2025, none of the Company's Directors held
instruments convertible into equity shares of
the Company.

9. ANNUAL RETURN

The Annual Return of the Company, as required
under Section 92 of the Companies Act, 2013
(the Act), read with the Rules framed thereunder,
in the prescribed Form MGT-7, is available on
the website of the Company at www.hikal.com/
documents/agm.

10. SUBSIDIARIES

The Company has two subsidiaries viz. Acoris
Research Limited and Hikal LLC, USA. A statement
containing the salient features of the Financial
Statements of Subsidiaries in the prescribed
Form AOC-1, is attached as “Annexure A” to this
Report. The Company will provide the Financial
Statements of the subsidiaries and the related
information to any member of the Company
who may be interested in obtaining the same.
The financial statements of the subsidiaries will
also be available for inspection in electronic
mode. Members who wish to inspect the same
are requested to write to the Company by
sending an email to secretarial_agm@hikal.com.
The Consolidated Financial Statements of the
Company, forming part of this Annual Report,
include the Financial Statements of Subsidiaries.
The Financial Statements of Subsidiaries are also
hosted on the website of the Company at www.
hikal.com/documents/annual-reports.

11. DIRECTORS

In accordance with the provisions of Section 152
of the Companies Act, 2013, and the Company's
Articles of Association, Mr. Amit Kalyani (DIN -
00089430), Director, retires by rotation at the
forthcoming Annual General Meeting (AGM), and
being eligible, offers himself for re-appointment.

Mr. Shrikrishna Adivarekar (DIN: 06928271) was
reappointed as an Independent Director of the
Company for the second consecutive term of 5
years with effect from 22 December 2024 by the
Members by passing a special resolution at the
36^th Annual General Meeting of the Company
held on 17 September 2024.

On the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors at their meeting held on 14 May 2025
re-designated Mr. Sameer Hiremath as Vice
Chairman and Managing Director of the Company.

All Independent Directors have given declarations
that they meet the criteria of independence as
laid down under Section 149(6) of the Companies
Act, 2013, and Regulation 16(1) (b) of SEBI Listing
Regulations as amended. In the opinion of the
Board, the Independent Directors possess the
integrity, requisite qualifications expertise and
experience (including proficiency) required to
contribute to the quality and better governance of
the Board processes.

Details of the number of Board meetings, held
during the financial year 2024-25, are mentioned
in the Corporate Governance Report, which forms
an integral part of this Annual Report.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act,
2013, and SEBI Listing Regulations, as amended,
a structured questionnaire was prepared after
taking into consideration various aspects of the
Board's functioning, like composition of the
Board and its Committees, culture, execution
and performance of specific duties, obligations
and governance.

The performance evaluation of the Independent
Directors was carried out in accordance with the
applicable provisions of Companies Act, 2013 and
SEBI Listing Regulations. In a separate meeting
of Independent Directors, performance of Non¬
Independent Directors, the Board as a whole and
the Chairman of the Company was evaluated,
taking into account the views of Executive
Directors and Non-Executive Directors. The
Nomination and Remuneration Committee has
reviewed the implementation and compliance of
effective evaluation of performance of the Board,
its committees and individual directors. The Board
of Directors expressed their satisfaction with the
evaluation process.

13. WHISTLE-BLOWER POLICY

The Company has a Whistle Blower policy to report
genuine concerns or grievances. The Whistle
Blower Policy is posted on the Company's website
https://www.hikal.com/uploads/documents/
HikalWhistleBlowerPolicyRev2024.pdf.

14. NOMINATION & REMUNERATION POLICY

The Company has a policy which lays down
a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior
Management of the Company. The Nomination
and Remuneration Policy of the Company is
attached as “Annexure B” to this Report. This
policy also lays down criteria for selection and
appointment of Board members. The details of this
policy are explained in the Corporate Governance
Report and uploaded on the Company's website
https://www.hikal.com/uploads/documents/
RemunerationPolicy.pdf

15. RELATED PARTY TRANSACTIONS

All related party transactions entered during the
financial year, were at an arm's length basis and
in the ordinary course of business. There were no
materially significant related party transactions
made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated
persons, which may have a potential conflict with
the Company's interest at large. The disclosure
of Related Party Transactions as required under

Section 134(3)(h) of the Act in Form AOC-2 is
attached as “Annexure C”.

All related party transactions were placed before
the Audit Committee for approval.

The policy on Related Party Transactions, as
approved by the Board, is uploaded on the
Company's website https://www.hikal.com/uploads/
documents/RelatedPartyTransactionPolicy.pdf.

16. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS

No significant or material order has been passed
by the regulators or courts or tribunals impacting
the going concern status of the Company and its
future operations.

17. RISK MANAGEMENT

The Company has a robust business risk
management framework in place to identify
and evaluate all business risks. The Company
recognises risk management as a crucial
aspect of the Company's management and is
aware that identification and management of
risk effectively is instrumental in achieving its
corporate objectives.

The Company has identified the business risks,
and the business heads, who are termed as risk
owners, assess, monitor and manage these risks
on an ongoing basis. The risk owners assess the
identified risks and continually identify any new
risks that can affect the business. Different risks
such as technological, operational, maintenance
of quality, reputational, competition, geopolitical,
environmental, foreign exchange, financial,
human resource and legal compliances, among
others, are assessed on a continuous basis.

The risks mentioned in the risk register are
reviewed by the Risk Management Committee
at regular intervals to assess and mitigate the
risk from time to time. The findings of the Risk
Management Committee along with the actions
taken to mitigate the risks are sent to the Board
for its reference.

The strategies are reviewed, discussed and
allocation of appropriate resources is done as
and when necessary. The risk management
programme, internal control systems and
processes are monitored and updated on
an ongoing basis. A built-up mechanism has
been established to identify, measure, control,
monitor and report the risks. Business heads are
responsible for rolling out the risk assessment and
management plan within the organisation.

18. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has an internal control system,
commensurate with the size, scale and complexity
of its operations. To maintain its objectivity and
independence, the Internal Audit function reports
to the Chairman of the Audit Committee of
the Board.

The Internal Audit Department monitors and
evaluates the efficacy and adequacy of the internal
control system in the Company, its compliance
with operating systems, accounting procedures
and policies at all locations of the Company and
its subsidiaries. Based on the report of internal
audit function, process owners undertake
corrective action in their respective areas and
thereby, strengthen the controls. Significant audit
observations and corrective actions thereon are
presented to the Audit Committee.

The Audit Committee actively reviews the
adequacy and effectiveness of the internal
control systems and suggests improvements
to strengthen them. The Company has a robust
management information system, which is an
integral part of the control mechanism.

Your Company implemented proper Internal
Financial Controls, and these financial controls
were adequate and effectively operated during
FY 2024-25.

19. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the
Act, following were the Key Managerial Personnel
of the Company as on 31 March 2025:

Mr. Jai Hiremath, Executive Chairman (WTD)

Mr. Sameer Hiremath, Vice-Chairman &
Managing Director

Mr. Sarangan Suresh, Whole Time Director
Mr. Kuldeep Jain, Chief Financial Officer
Mr. Rajasekhar Reddy, Company Secretary.

20. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS BY THE COMPANY

The details under Section 186 of the Companies
Act, 2013, are given in Note No. 54 to the notes to
the financial statements.

21. DIRECTOR’S RESPONSIBILITY
STATEMENT

Your Directors state that:

(i) In the preparation of the annual accounts,
the applicable accounting standards read

with requirements set out under Schedule III
to the Companies Act, 2013, were followed
and there are no material departures from
the same;

(ii) The Directors have selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at the end of the financial year
2024-25, and of the profits of the Company
for that year;

(iii) The Directors have taken proper and
sufficient care for the maintenance of
adequate accounting records in accordance
with the provisions of the Act for safeguarding
the assets of the Company and for preventing
and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on
a going concern basis;

(v) The Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and are operating effectively; and

(vi) The Directors have devised a proper system
to ensure compliance with the provision of
all applicable laws and that such systems are
adequate and are operating effectively.

22. STATUTORY AUDITOR

M/s S R B C & CO. LLP has been re-appointed as
the Statutory Auditors at the 36^th Annual General
Meeting of the Company held on 17 September
2024 for the second term of 5 consecutive years to
hold the office from the conclusion of 36^th Annual
General Meeting till the conclusion of 41^st Annual
General Meeting to be held in the year 2029.

The Auditor's report prepared by S R B C & CO.
LLP, to the members on the financial statements
of the Company for the year ended 31 March
2025, does not contain any qualifications,
adverse or disclaimer remarks. No fraud has been
reported by the Auditors to the Audit Committee
or the Board.

23. COST AUDITOR

The Company has maintained cost accounts and
records as specified in the Central Government
under Section 148(1) of the Companies Act,
2013. For FY 2024-25, M/s. V. J. Talati & Co., (FRN:
R00213), Cost Accountants conducted the audit
of the cost records of the Company.

The Company has re-appointed M/s. V. J. Talati &
Co., (FRN: R00213) as the Cost Auditor to carry out

the audit of cost accounts for the financial year
2025-26. The requisite resolution for ratification
of remuneration payable to Cost Auditors for the
financial year 2025-26, by the shareholders has
been set out in the Notice of AGM. The cost audit
report for the financial year 2023-24 was filed with
the Ministry of Corporate Affairs, Government of
India on 13 August 2024.

24. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act,
2013 read with Rules made thereunder, the Board
had appointed M/s Dhrumil M. Shah & Co. LLP
(ICSI Unique Code L2023MH013400), Practicing
Company Secretaries to conduct the Secretarial
Audit of the Company.

The Secretarial Audit Report in Form MR 3 for the
financial year ended 31 March 2025, is annexed to
this report as “Annexure D” and forms an integral
part of this Report. The Secretarial Audit Report
does not contain any qualifications, reservations
or adverse remarks.

The Annual Secretarial Audit Report issued by
the Secretarial Auditor in terms of Regulation 24A
of the Listing Regulations has been submitted
to the Stock Exchanges and is available on the
website of the Company https://www.hikal.com/
documents/corporate-governance.

Pursuant to the amendments to the SEBI Listing
Regulations, the Board, on the recommendation
of the Audit Committee, has approved and
recommended to the Members, the appointment
of M/s Dhrumil M. Shah & Co. LLP (ICSI Unique
Code L2023MH013400), as the Secretarial Auditor
of the Company, for a period of five consecutive
years inclusive of FY 2026.

Brief details as required under the SEBI Listing
Regulations, are provided in the Notice of 37^th
AGM. The Directors recommend the appointment
of M/s Dhrumil M. Shah & Co. LLP (ICSI Unique
Code L2023MH013400), as the Secretarial
Auditor for approval by the Members.

25. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Based on the recommendation of the Corporate
Social Responsibility Committee (CSR Committee)
the Board has adopted a CSR Policy that provides
guiding principles for selection, implementation
and monitoring of CSR activities and formulation
of Annual Action Plan. The CSR Policy may be
accessed on the Company's website www.
hikal.com/uploads/documents/corporate-
socialresponsibility-polic-srijan.pdf.

The Annual Report on CSR activities is annexed
herewith marked as “Annexure E” and forms an
integral part of this Report.

26. PREVENTION OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE

Pursuant to the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, ("POSH
Act"), the Company adopted a ‘Policy on
Appropriate Social Conduct at Workplace'. The
policy is applicable for all employees of the
organisation, which includes corporate office and
manufacturing units. The policy is applicable to
non employees as well, i.e. business associates,
vendors and trainees, among others.

An Internal Complaints Committee, as required
under the provisions of the POSH Act has also
been set up to redress complaints received on
sexual harassment as well as other forms of verbal,
physical, written or visual harassment.

During the financial year 2024-25, the Company
did not receive any complaints of sexual
harassment and no cases were filed under the
POSH Act.

a. Number of complaints filed during the
financial year 2024-25: NIL

b. Number of complaints disposed off during
the financial year 2024-25: NIL

c. Number of cases pending for more than 90
days - NIL

27. MATERNITY BENEFIT

During the year under review the company has
complied with the applicable provisions relating
to Maternity Benefits Act 1961.

28. TRANSFER TO INVESTOR EDUCATION
AND PROTECTION FUND (“IEPF”)

• Transfer of Unclaimed Dividend to IEPF

During the financial year, final dividend
relating to the year ended 31 March 2017
and the interim dividend for the year
ended 31 March 2018, amounting to
A 381219/- that had not been claimed by the
shareholders were transferred to the Account
of IEPF as required under Sections 124 and
125 of the Act.

• Unclaimed dividend as on 31 March 2025

The Shareholders are requested to lodge their
claims with the Registrar and Share Transfer
Agents of the Company i.e. MUFG Intime India
Pvt. Ltd., for unclaimed dividend.

Pursuant to the provisions of Investor Education
and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, the
Company has uploaded the details of unpaid
and unclaimed amounts lying with the
Company as on 31 March 2025, on the website
of the Company https://www.hikal.com/
documents/dividend-shares. The same are also
available on the website of the IEPF Authority
www.iepf.gov.in.

• Transfer of Equity Shares

As required under Section 124 of the Act,
during the financial year, 7305 Equity
Shares, in respect of which dividend has not
been claimed by the members for seven
consecutive years or more, were transferred by
the Company to the I EPF Authority. Details of
such shares transferred have been uploaded
on the website of the Company https://www.
hikal.com/documents/dividend-shares. The
same are also available on the website of the
IEPF Authority www.iepf.gov.in.

29. SAFETY AND ENVIRONMENT

The company's safety principles are fundamental
rules and guidelines designed to prevent
accidents, injuries, and illnesses in the workplace.
These principles are crucial for maintaining a
safe and healthy work environment, fostering a
positive safety culture, and ensuring compliance
with relevant regulations. We strongly believe in
"Our Safety My Responsibility" and it was chosen
as theme during safety month celebration during
March - 25. The core guiding principle for EHS in
"Our Safety My Responsibility" is prioritising safety
and health as fundamental rights for all workers,
with the goal of preventing all injuries and illnesses.
This involves a commitment to a proactive, risk-
based approach, clear communication, care
for others and a culture of shared responsibility
where every employee actively participates in
maintaining a safe and healthy work environment.

30. DEPOSITS

The Company did not accept any deposits and as
such there were no overdue deposits outstanding
as on 31 March 2025.

31. EMPLOYEES

The Company considers its human capital an
invaluable asset. The Company continued to
have cordial relationships with all its employees.
Management and employee development
programmes and exercises were conducted at
all sites. The Company has conducted various in¬
house skill developmental programmes and also

has sponsored for various external seminars for
other developmental programmes to enhance
the skill set of the employees at various levels.
The total workforce of the Company stood at
3112 as on 31 March 2025, including 2062
permanent employees.

The statement containing particulars of
employees as required under Section 197(12) of
the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms a part of
this Report. However, the Report and the financial
statements are being sent to the members,
excluding the aforesaid statement. In terms of
Section 136 of the Companies Act, 2013, the said
statement is open for inspection. Any member
interested in obtaining such particulars may write
to the Company Secretary at secretarial_agm@
hikal.com.

32. CONSERVATION OF ENERGY, RESEARCH
& DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

I n accordance with the requirements of Section
134(3)(m) of the Companies Act, 2013, read with
Rule 8(3) of the Companies (Accounts) Rules,
2014, a statement showing particulars with
respect to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and
Outgo, forming a part of the Board's Report, is
given in the enclosed “Annexure F” which forms
a part of this Report.

33. CORPORATE GOVERNANCE

A report on Corporate Governance, along with a
certificate from M/s Dhrumil M. Shah & Co. LLP,
Practicing Company Secretaries regarding the
compliance of the requirements of Corporate
Governance, as stipulated under the provisions of
Regulation 34 of the SEBI Listing Regulations, is
annexed to this Annual Report.

34. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India, during the Financial
Year 2024-25.

35. AWARDS & RECOGNITIONS

The details of the Awards and Recognitions
earned by the Company during the financial year
2024-25 have been provided as part of this
Integrated Annual Report at page no. 25.

36. GENERAL

Your Directors state that no disclosure or reporting
is required in respect of the following matters as
there were no instances of these matters during
FY 2025:

i. There has been no change in the nature of
business of the Company

ii. There were no applications made or
proceeding pending under the Insolvency
and Bankruptcy Code, 2016

iii. There was no instance of one-time settlement
with any bank or financial institution.

37. ACKNOWLEDGEMENTS

The Board of Directors place on record their
appreciation of the contribution and sincere
support extended to the Company by our bankers,
financial institutions and valued customers
and suppliers.

The Board also places on record its appreciation
for the impeccable service and generous efforts
rendered by its employees at all levels, across the
Board, towards the overall growth and success of
the Company.

38. CAUTIONARY STATEMENT

Statements in the Board's Report and the
Management Discussion and Analysis describing
the Company's objectives, expectations or
forecasts may be forward looking within the
meaning of applicable securities laws and
regulations. Actual results may differ materially
from those expressed in the statement. Important
factors that could influence the Company's
operations include global and domestic
demand and supply conditions affecting selling
prices of finished goods, input availability and
prices, changes in Government regulations,
tax laws, economic developments within the
country and other factors such as litigation and
industrial relations.

For and on behalf of the Board ofDirector

Jai Hiremath

Date: 7 August 2025 Executive Chairman

Place: Mumbai DIN: 00062203