Hindcon Chemicals Ltd Directors Report

Your Directors take pleasure in presenting the 28^th (Twenty Eighth) Annual Report together with the Audited Annual Accounts of your
Company for theyear ended March 31,2026.

FINANCIAL RESULTS

(Rs. in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	FY-2025-26	FY-2024-25	FY-2025-26	FY-2024-25
i. Gross Turnover	6335.59	5658.68	6502.05	5658.58
ii. Other Income	211.69	196.06	224.23	189.23
iii. Total Income	6547.28	5854.74	6726.28	5847.91
iv. Expenses other than Finance Cost and Depreciation	5952.81	5229.39	6136.63	5235.54
v. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	594.47	625.35	589.65	612.37
vi. Finance Cost	47.84	7.72	47.84	7.72
vii. Depreciation	91.59	81.98	101.90	81.98
viii. Profit/(Loss) before Tax & Exceptional Item	455.04	535.65	439.91	522.67
ix. Exceptional Items	-	-J	-	-
x. Profit before Taxation (PBT)	455.04	535.65	439.91	522.67
xi. Tax including Deferred Tax	(130.78)	(139.55)	(131.80)	(139.67)
xii. Profit after Taxation (PAT)	324.26	396.10	308.11	383.00
xiii. Other Comprehensive Income	11.46	22.66	(13.89)	67.52
xiv. Total Comprehensive Income	335.72	418.76	294.22	450.52
xv. Profit / (Loss) of minority interest	-	-I	(15.19)	2.91

STATE OF COMPANYS AFFAIRS AND OPERATIONS

During the year under review, your Company on standalone
basis has achieved an income of Rs. 6547.28 lakhs which is 11.83
% higher as compared with the previous financial year. Further,
the Company has earned a net profit of Rs.324.26 lakhs in the
financial year 2025-26. The Company has produced 15,121.43
MT of Sodium Silicate and Construction Chemicals during the
financial year as compared to 13,514.83 MT of Sodium Silicate
and Construction Chemicals in the previousfinancial year which
is 11.89% higher as compared with the corresponding previous
financialyear.

OUTLOOK

Our Company has a varied portfolio of over 400 products which
has helped us fortify our position as a one-stop shop for
construction and speciality chemicals. We strive to service our
customers with best-in-class products and our ISO 9001:2015
certification speaks volumes about our compliance with
stringent quality management norms. Currently, a very small
proportion of our revenues are generated from the retail
segment. On the back of superior quality products coupled with

longstanding relationships with retailers, the Company is
optimistic of growing its revenue contribution from the retail
segment 10-folds in the next 5years.

We further intend to widen our portfolio by adding 20-30 new
products to our existing portfolio every year for the next 5 years.
The Company is focusing on increasing production to achieve at
least 25,000 MT of Sodium Silicates and Construction
Chemicals in FY 2025-26.

CHANGEINNATUREOFBUSINESS.IFANY

During the year, there was no change in the nature of business of
the Company and the Company continues to concentrate on its
own business.

DIVIDEND

To conserve the resources for working capital requirements
and modernisation / expansion of the projects of the Company,
your Board has decided to escape dividend for the financial year
2025-26.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2026 stood at
Rs.10,23,81,250/- comprising of 5,11,90,625 shares of Rs. 2/-
each fully paid.

Your Company has not issued any equity shares, equity shares
with differential rights, Sweat equity shares, Employees Stock
Options and did not purchase its own shares. Hence there is no
information to be provided as required under Rule 4(4), Rule
8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital
and Debentures) Rules, 2014 and Section 62 of the Companies
act 2013, respectively.

DEPOSITS

Your Company has not accepted any deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013
and the Companies(Acceptance of Deposits) Rules, 2014 during
the year under review.

TRANSFERTORESERVE

The Company has not transferred any amount in the general
reserve for the financial year under review.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred
to in section 134(3Xc)and 134(5)of the Companies Act, 2013, your
Directors hereby confirm that:

i. In the preparation of the annual accounts for the financial
year ended 31" March, 2026, the applicable accounting
standards have been followed along with proper explana-
tion relating to material departures;

ii. The Directors have selected such accounting policies and
applied them consistently and made judgments 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 and of the profit of the
company forthe year ended on 31" March, 2026;

iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accor-
dance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

iv) The Directors have prepared the annual accounts for the
financial year ended 31" March, 2026 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 were operating
effectively; and

vi) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effec-
tively.

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

Information related to Conservation of Energy, Research &
Development, Technology Absorption, Foreign Exchange
Earnings and Outgo as required under section 134(3Xm) of the
Companies Act, 2013 and Rule 8(3) of Companies (Accounts)
Rules, 2014 are given in the "Annexure-A" as attached hereto
and forming part of this Report.

CORPORATE GOVERNANCE

The Companys philosophy of Corporate Governance aims at
establishing and practicing a system of good corporate
governance which helps in achieving the goal of maximizing
value of Companys stakeholders in a sustainable manner.

Your Companys Governance structure is built on transparency,
integrity, ethics, honesty and accountability as core values, and
the management believes that practicing each of the secreates
the right corporate culture attaining the purpose of Corporate
Governance. Your Company strives to undertake best Corporate
Governance practices for enhancing and meeting stakeholders
expectations while continuing to comply with the mandatory
provisions of Corporate Governance under the applicable
framework of SEBI (Listing Obligations and Disclosure
RequirementsjRegulations, 2015.

Your Company has given its deliberations to provide all the
information in the Directors Report and the Corporate
Governance Report as per the requirements of the Companies
Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 and the Listing Agreement
entered by the Company with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of The
Securities & Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the applicable
Regulations as issued by Securities and Exchange Board of
India and as amended from time to time. A report on Corporate
Governance along with a certificate from Mr. Santosh Kumar
Tibrewalla, Practicing Company Secretary regarding compli-
ance of conditions of Corporate Governance attached to this
report and marked as Annexure-B&Crespectively.

The certification by CE0& CFO as per regulation 15(2Xb)of SEBI
(Listing Obligation and Disclosure Requirements) Regulations,
2015 is attached and marked as Annexure -D.

CODEOFCONDUCT

The Board of Directors has adopted the Code of Conduct and
business principles for all the Board members including
Executive/Non-Executive Directors, senior management and
all the employees of the Company and the same has also been
placed on the weblinkof the Company at

https://hindcon.com/wp-content/uploads/2020/12/Code-of-

Conduct-Final.pdf.

The Board Members and Senior Management have affirmed
theircompliancewiththeCodeandpursuantto Regulation 26(3)
read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 a declaration signed by the
Managing Director(CEO)to this affect is at Annexure-E.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

The Management Discussion and Analysis Report, in terms of
Regulation 34 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms the part of this Annual
Report as enclosed "Annexure-F"

COMPANYS WEBSITE

The website of your Company www.hindcon.com displays the
Companys businesses up-front on the home page. The site
carries a comprehensive database of information of all the
Chemicals and Chemical products including the Financial
Results of your Company, Shareholding Pattern, Directors&
Corporate profile, details of Board Committees, Corporate
Policies and business activities of your Company.

All the mandatory information and disclosures as per the
requirements of the Companies Act, 2013 and Companies Rules
2014 and as per the SEBI ( LODR) Regulations, 2015 has been
uploaded.

LISTING OFSECURITIES IN STOCK EXCHANGE

The shares of the Company are continued to be listed at the
National Stock Exchange of India Limited (NSE). The Company
is registered with both NSDL & CDSL for holding the shares in
dematerialized form and open for trading. The Company has
paid Listing Fees to the Stock Exchange and the depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

i. Retirement by Rotation:

Ms. Nilima Goenka(DIN:00848225), Executive Director of
the Company, pursuant to the provisions of Section 152(6)
and other applicable provisions of the Companies Act,
2013, would retire by rotation at the ensuing Annual
General Meeting and being eligible, offered herself for re-
appointment.

ii) Appointment /Re-appointment of Executive Directors /
Independent Directors:

During the year under review there were no appointment /
Re-appointment of Executive Directors or Independent
Directors.

iii) Appointment and Resignation of Whole-time Key
Managerial Personnel(KMP):

The present Whole-time Key Managerial Personnel of the
Company are as follows:-

i. Mr. Sanjay Goenka - Chairman & Managing Director

ii. Mr. Kashi Nath Dey-Chief Financial Officer

iii. Ms. Ankita Banerjee - Company Secretary &
Compliance Officer

Ms. Swati Agarwal had resigned from the office of
Company Secretary & Compliance Officer (designated as
the Whole-time Key Managerial Personneljof the Company
w.e.f2^nd May, 2025.

Ms. Ankita Banerjee was appointed as the Company
Secretary & Compliance Officer(designated as the Whole-
time Key Managerial Personnel) of the Company by the
Board at its meeting held on 20^th May, 2025 w.e.f. 20* May,
2025, pursuant to the provisions of Section 203 and other
applicable provisions of the Companies Act, 2013, the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations,
2015.

None of the Directors of the Company are disqualified as
per section 164(2) of the Companies Act, 2013and rules
made thereunder or any other provisions of the
Companies Act, 2013. The Directors have also made
necessary disclosures to the extent as required under
provisions of section 184(1)of the Companies Act, 2013.

All members of the Board of Directors and senior manage-
ment personnel affirmed compliance with the Companys
Code of Conduct policy on an annual basis.

iv) Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that:

a. they meet the criteria of independence as prescribed
under section 149 of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015; and

b. they have registered their names in the Independent
Directors Databank pursuant to Sub-rule (1) and (2) of
Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and amend-
ments thereto.

AUDITORS ANDTHEIRREPORTS
i. Statutory Auditors:

Ms. Anushka Agrawal, Chartered Accountants, Peer
Reviewed, (MRN No. 313960), Statutory Auditors of the
Company would continue to hold the office of Statutory

Auditors till the conclusion of the 31^st AGM of the Company
to be held for the FY 2028-29.

The observations, if any, made by the Statutory Auditors in
their Auditors Report together with the notes to accounts,
as append thereto are self-explanatory and hence does not
call for any further explanation. The Auditors Report does
not contain any qualification, reservation, adverse remark
ordisclaimer.

(ii) Internal Auditor:

M/s. Amit Ved Garg & Co., Chartered Accountants,
continued to be the Internal Auditors of the Company to
carry out the Internal Audit for the year 2025-26 under the
provisions of section 138 of the Companies Act, 2013.

With due consent from M/s. Amit Ved Garg & Co.,
Chartered Accountants, for their re- appointment as the
Internal Auditors of the Company for the financial year
2026-27, the Board, on recommendation of Audit
Committee has re-appointed them accordingly.

(iii) Secretarial Auditors:

Mr. Santosh Kumar Tibrewalla, Practising Company
Secretary-Peer Reviewed(Membership No. 3811 &C.P. No.
3982), Secretarial Auditor of the Company would continue
to hold the office of Secretarial Auditors till the conclusion
of the 32nd AGM of the Company to be held for the FY2029-
30.

The Secretarial Audit Report (MR-3), issued by Mr. Santosh
Kumar Tibrewalla, Practicing Company Secretary (Peer
Reviewed), Kolkata, for the FY 2025-26, is given in
Annexure G to this Report. The Secretarial Audit Report
does not contain any qualification, reservation, disclaimer
or adverse remark. The Secretarial Compliance Report for
the financial year ended 3f March, 2026, in relation to
compliance of all applicable SEBI Regulations / circulars /
guidelines issued thereunder, pursuant to the requirement
of Regulation 24A of the Listing Regulations, is available
onthewebsiteoftheCompanyatwww.hindcon.com.

Code Of Conduct For Prevention Of Insider Trading

In terms of the SEBI (Prohibition of Insider Trading) Regulations,
2015, your Company has adopted the Code of Conduct to
regulate, monitor and report trading by designated persons
towards prevention of Insider Trading. Further, in accordance
with the provisions of Regulation 8 of SEBI (Prohibition of
Insider Trading) Regulations, 2015, the Board of Directors of the
Company has duly approved and adopted the code of practices
and procedure for fair disclosure of Un-published Price
Sensitive Information and formulated the code of conduct of
the Company. Further, the Company has also implemented a
Structured Digital Database as mandated under the above
Regulations.

The code is applicable to Directors, Employees, Designated
Person and other connected persons of the Company: the
aforesaid code of conduct for prevention of Insider Trading is
duly placed on the Website of the Company at www.hindcon
.com

Disclosures As Per Applicable Actand Sebi (lodr)
Regulations, 2015

I. Related Party Transactions:

All transactions entered with related parties in the
ordinary course of business during the F.Y.2025-26 on
arms length basis were done in accordance to omnibus
approval of Audit Committee and othertransactions which
are not on arms length basis are done with due approval of
Audit Committee and Board in accordance to the provi-
sions of Section 188(1) of the Act and applicable SEBI
(L0DR)Regulations,2015.

There was no materially significant related party
transactions with the Companys Promoters, Directors and
others as defined in section 2(76) of the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015 which may
have potential conflict of interest with the Company at
large. Details of contracts which are not on arms length
basis and material transaction on arms length basis are
detailed in Form AOC-2 and annexed as "Annexure -H" to
the BoardsReport.

The other disclosures regarding the related party
transactions are given in the notes to accounts. The
Company has also formulated a policy on dealing with the
Related Party Transactions and necessary approval of the
Audit Committee and Board of Directors were taken
wherever required in accordance with the Policy.

ii. Particulars of Employeesand Managerial Remuneration:

Disclosure pertaining to remuneration and other details as
required under Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
provided in this Report as"Annexure-l"

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, a statement showing the names and other
particulars of the employees drawing remuneration in
excess of the limits set out in the said rules are provided in
the Annual Report, which forms part of this Report.

iii. Numberof Board Meetings:

iii. Numberof Board Meetings:

During the financial year ended March 31,2026,5 (Five) Board Meetings were held on 20" May, 2025 (Adjourned & held on 30^th.
May, 2025), 8^,h August, 2025,7* October, 2025,14^th November, 2025 and 2^M February, 2026.

The gap between any two consecutive meetings was in accordance to the Regulation 17(2) of Securities & Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Secretarial Standards and
the provision of Companies Act, 2013.

The attendance details of each Director at the Board meetings held during their tenure is given herein below:

SI. No.	Name of the Directors	No. of meetings held	No. of Board meetings attended
1	Mr. SanjayGoenka	5	5
2	Mr. Ramsanatan Banerjee	5	5
3	Ms. Nilima Goenka	5	5
4	Mr. Binay Kumar Agarwal	5	5
5	Mr. Girdhari Lai Goenka	5	5
6	Ms. Divyaa Newatia	5	5

The meetings of the Board are generally held at the Registered Office of the Company.

Evaluation of the Boards Performance:

During the year under review, the Board, in compliance with the
Companies Act, 2013 and applicable Regulations of Securities &
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, has continued to adopt
formal mechanism for evaluating its performance and as well as
that of its Committees and individual Directors, including the
Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the
Boards functioning such as composition of the Board &
Committees, experience & competencies, performance of
specific duties ^obligations, governance issues etc. Separate
exercise was carried out to evaluate the performance of
individual Directors including the Board, as a whole and the
Chairman, who were evaluated on parameters such as their
participation, contribution at the meetings and otherwise,
independent judgements, safeguarding of minority sharehold-
ers interest, etc.

The evaluation of the Independent Directors was carried out by
the entire Board and that of the Chairman and the Non-
Independent Directors, Committees of the Board and Board as a
whole were carried out by the Independent Directors in their
separate meeting.

The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its
Committeeswith the Company.

iv. Committees of the Board:

As on March 31, 2026 the Board had four Committees: the
Audit Committee, the Nomination and Remuneration
Committee, the Stakeholders Relationship Committee and
Corporate Social Responsibility Committee.

a. Audit Committee:

The Board had constituted the Audit Committee under
the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements)Regulations, 2015.

The Composition of the Committee and other details of
the Committee are given in the Corporate Governance
Report, attached as Annexure to this Boards Report.

Recommendation by Audit Committee

There were no such instances where the recommenda-
tion of Audit Committee has not been accepted by the
Board during the financial year under review.

Vigil Mechanism Policy

By virtue of Vigil Mechanism Policy, the Directors and
employees of the Company are encouraged to escalate
to the level of the Audit Committee any issue of con-
cerns impacting and compromising with the interest of

the Company and its stakeholders in any way. The
Company is committed to adhere to highest possible
standards of ethical, moral and legal business conduct
and to open communication and to provide necessary
safeguards for protection of Directors or employees or
any other person who avails the mechanism from
reprisals or victimization, for whistle blowing in good
faith. This policy also allows the direct access to the
Chairperson of the Audit Committee. During the year
under review, the Company has not reported any
complaintsunderVigil Mechanism.

Details of establishment of the Vigil Mechanism have
been uploaded on the Companys website:
www.hindcon.com.

b. Nomination and Remuneration Committee:

The Board had constituted the Nomination &
Remuneration Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Composition of the Committee and other details of
the Committee are given in the Corporate Governance
Report, attached as Annexure to this Boards Report.

Nomination, Remuneration and Evaluation Policy:

Pursuant to the provisions of the Companies Act, 2013
read with the Rules made therein and the SEBI (Listing
Obligations & Disclosure Requirements) Regulation,
2015(as amended from time to time), the Committee has
formulated the Nomination and Remuneration Policy
which broadly laid down the various principles of
remuneration being support for strategic objectives,
transparency, internal & external equity, flexibility,
performance driven remuneration, affordability and
sustainability and covers the procedure for selection,
appointment and compensation structure of Board
members, Key Managerial Personnel (KMPs) and Senior
Management Personnel(SMPs)of your Company.

The detailed Nomination & Remuneration Policy of the
Company is placed on the Companys website and can be
viewed at its weblink at: http://www.hindcon.com/wp-
content/uploads/2018/05/Nomination-Remuneration-
Policy-Final.pdf

c. Composition of Stakeholders Relationship Committee:

The Board had constituted the Stakeholder Grievance
Committee under the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements)Regulations, 2015.

The Composition of the Committee and other details of
the Committee are given in the Corporate Governance

Report, attached as Annexure to this Boards Report.

d. Composition of Corporate Social Responsibility
Committee:

The Board had constituted the Corporate Social
Responsibility Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Composition of the Committee and other details of
the Committee are given in the Corporate Governance
Report, attached as Annexure to this Boards Report

Further, details regarding CSR Activities / Initiatives
undertaken by the Company are mentioned in the
Annual Report on CSR Activities enclosed as "Annexure
-J" to this Report. The CSR policy is also uploaded on the
Companys website i.e. on www.hindcon.com.

v. Meeting of Independent Directorsfor FY 2025-26:

During the year under review, the Independent Directors of
the Company met on 20^th May, 2025 and carried out evalua-
tion of the Non-Independent Director and the Board as a
whole.

vi. Annual Return:

Pursuant to Section 92 of the Companies Act, 2013 and
amendments thereof and in compliance of the Companies
(Amendment) Act, 2017, the draft Annual Return for FY 2025-
26 is placed on the Companys website www.hindcon.com.

The aforementioned Annual Return may undergo changes,
alterations, or modifications as necessary following the
adoption of the Directors Report by the Shareholders at the
28^th Annual General Meeting and certification by the
Practicing Company Secretary (PCS). Shareholders
acknowledge and authorize the Board/Company to make
these adjustments. Furthermore, the final version of the
Annual Return, once filed with the Ministry of Corporate
Affairs, will be made available on the Companys website.

vii. RiskAnalysis:

The Board has developed and implemented a risk manage-
ment policy identifying therein the elements of risk that may
threaten the existence of the Company. The Company has in
place a mechanism to inform the Board members about the
risk assessment, their comparison against benchmarks or
standards, and determination of an acceptable level of risk
and mitigation plans and periodical reviews to ensure that
the critical risks are controlled by the executive manage-
ment.

viii. Internal Financial Control:

The Company has in place adequate internal financial
control as required under section 134{5Xe) of the Act and the
same was evaluated by the Audit Committee. During the year
such controls were tested with reference to financial
statements and no reportable material weakness in the
formulation or operations were observed. The Statutory
Auditors of the Company conducted audit on the Companys
internal financial control over financial reporting and the
report of the same is annexed with Auditors Report.

ix. Disclosure Relating To Material Variations:

As per Regulation 32(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, there are no
such material variances in the Company.

x. Loans, Guarantees and Investments:

During the year under review, your Company has invested
and deployed its surplus funds in Securities, Bonds, units of
Mutual Funds, Fixed deposits, etc. which is within the overall
limit of the amount and within the powers of the Board as
applicable to the Company in terms of Section 179 and 186 of
the Companies Act, 2013.

The particulars of loans, guarantees and investments have
been disclosed in the notes of the Financial Statements for
the year ended 31" March, 2026 and form a part of this Annual
Report.

xi. Material changes and commitments, if any, affecting the
financial position between the end of the financial year and
date of the report:

There is no material change since the closure of the
financial year till the date of the report affecting any
financial position of the Company.

xii. Subsidiaries, Associatesor Joint Ventures:

As on 31" March, 2026, Company has two Subsidiary
Companies viz. M/s. Hindcon Solutions Private Limited and
M/s. Vision Speed Works Pvt. Ltd. and majority stake in LLP
viz Hindcon Specialty Chemicals LLP.

The consolidated financial statement in this Annual Report
is as per the Accounting Standards as laid down by the
Institute of Chartered Accountants of India. In accordance
with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial
statements and related information will also be available on
our website including financial statement of Subsidiary
Company. These documents will also be available for
inspection during business hours at the Registered Office of
the Company. The Company will also make available copy on
specific request by any member of the Company, interested

inobtaining the same.

Further a statement containing the salient features of the
financial statement of our Subsidiary Company in the
prescribed format AOC-1 is appended as "Annexure-K" to
this Boards Report.

xiii. Secretarial Standards

Secretarial Standards, i.e. SS-I, SS-II and SS-III, relating to
Meetings of the Board of Directors, General Meetings and
Dividend respectively, to the extent as applicable have been
dulyfollowed by the Company.

xiv. Internal Complaint Committee

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE

There have been no significant & material orders passed by
regulators / courts / tribunals impacting going concern status
and Companys operations in future.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

Your Company maintains a strict zero-tolerance approach
towards sexual harassment in the workplace. We are committed
to creating and sustaining a safe, respectful, and inclusive work
environment for all employees. In line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act), and the
corresponding rules, your Company has implemented a
comprehensive Policy on the Prevention, Prohibition, and
Redressal of Sexual Harassment. This policy applies to all
employees, whether permanent, contractual, temporary, or
trainees, ensuring that every individual is protected and treated
with dignity and respect. We are dedicated to fostering a culture
of accountability and providing a supportive mechanism for
addressing any grievances related to sexual harassment. The
PoSH policy is also placed on the Companys website at
https://www.hindcon.com

The summary of the Sexual Harassment complaints received
during the year 2025-26 are as under:

Number of complaints received	Number of complaints resolved	Number of complaints pending
NIL	NIL	NIL

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal)Act, 2013.

COMPLIANCE WITH MATERNITY BENEFIT ACT,
1961

The Company affirms its compliance with the provisions of the
Maternity Benefit Act, 1961 (as amended). All eligible female
employees are provided maternity benefits as prescribed under
the Act, including paid maternity leave, nursing breaks and
protection against dismissal during the maternity period.

GENDER-WISE COMPOSITION OF EMPLYOYEES

In compliance with the principles of Diversity, Equity and
Inclusion (DEI), the gender-wise composition of employees of
theCompanyareasfollows:

Male	Female	Transgender
151	6	NIL

INDUSTRIAL RELATIONS

The industrial relation during the year 2025-26 remains cordial.
The Directors take on record the dedicated services and
significant efforts made by the Officers, Staff and Workers
towardsthe progress of the Company.

APPRECIATION

Your Directors take this opportunity to place on record their
gratitude to the Central and State Governments, Bankers and
Investors for their continuous support, co-operation and their
valuable guidance to the Company and fortheirtrust reposed in
the Companys management. The Directors also commend the
continuing commitment and dedication of the employees at all
levels and the Directors look forward to their continued support
infuture.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Global Economic Overview

The global economy demonstrated continued resilience in
FY 2025-26, navigating headwinds from geopolitical
tensions, trade policy uncertainties, and the lingering
effects of supply chain disruptions. According to the IMFs
October 2025 World Economic Outlook, global growth is
projected at 3.2% in 2025 and 3.1% in 2026, reflecting a
moderation from the 3.3% recorded in 2024. While
emerging market and developing economies are projected
to grow at above 4%, advanced economies are expected to
expand at around 1.5-1.6%, constrained by higher borrow-
ing costsand demographic headwinds.

Trade tensions, particularly around tariff policies in major
economies, introduced volatility in global financial markets
and business investment sentiment. However, calibrated
policy responses, easing financial conditions including a
weaker US dollar, and resilient domestic consumption in
several key economies provided offsetting support. The
IMF revised its 2025 global growth forecast upward to 3.0%
in July 2025 from the April 2025 baseline, reflecting
stronger-than-expected front-loading activity ahead of
tariff changes.

Region / Grouping	Growth % (2024)	Projected % (2025)
World Output	3.3	3.2
Advanced Economies	1.8	1.5
Emerging & Developing	4.3	4.2
Economies
India	7.1	7.4-7.7
China	5.0	4.8

Notably, global FDI flows remained subdued in recent
years, with investors adopting a cautious stance amid
policy uncertainty. However, emerging markets,
particularly in South and Southeast Asia, continued to
attract robust long-term investment driven by favourable
demographicsand structural reform momentum.

2. Indian Economic Review

India emerged as one of the strongest performing major
economies in FY 2025-26, with real GDP growth
provisionally estimated at 7.7% by MoSPI (Ministry of
Statistics and Programme Implementation), as per
estimates released in June 2026. This surpassed the
earlier Second Advance Estimate of 7.6% and the First
Advance Estimate of 7.4%, underscoring the momentum in

Indias domestic economy.

Manufacturing and services remained the twin engines of
growth. The manufacturing sector expanded by
approximately 7%, while the trade, transport, hotels,
communication and broadcast-related services sector
recorded double-digit growth of 11%. Private Final
Consumption Expenditure (PFCE) grew by 7.7%, the
highest in several years, reflecting improved household
incomes and a recovery in urban consumption alongside
sustained rural demand. Gross Fixed Capital Formation
(GFCF) rose 8.2% for the full year, with 04 FY26 GFCF
growth hitting 10.8% - a 13-quarter high.

	FY22	FY23	FY24	FY25	FY2B(PE)
Real GDP	9.7	7.0	8.2	7.1	7.1
Growth (%)

 

	(Source: MoSPI, Provisional Estimates, June 2026)
Quarter	Q1 FY26	Q2FY2B	Q3FY2B	Q4FY2B
Real GDP Growth (%)	7.8	7.0	7.8	7.8

(Source: MoSPI)

Indias per capita GDP at constant prices reached
approximately 72,27,065 in FY 2025-26, reflecting a per
capita growth of 6.6%. At nominal prices, GDP reached
approximately 73,46,000 crore in aggregate, with nominal
GDP growth of around 8.6%. India consolidated its position
as the fourth-largest economy globally in nominal terms
duringthis period.

3. Indian Economic Reformsand Policy Environment

The Indian government sustained its reform momentum
and capital expenditure push in FY 2025-26. The Union
Budget 2025-26 allocated 711.1 lakh crore (approximately
USD 128.6 billion) for capital investment in infrastructure,
equivalent to 3.1% of GDP. This commitment to
infrastructure-led growth continues to be the single
largest structural driver for the construction chemicals
industry.

GST collections remained buoyant. Net GST collections for
the full year FY 2025-26 reached 719.35 lakh crore,
registering a year-on-year growth of 7.1% over FY 2024-25,
reflecting sustained economic activity and improved
compliance. March 2026 alone recorded net GST

collections of Rs1.78 lakh crore, up 8.2% YoY.

Structural reforms continued across multiple fronts: the
Production Linked Incentive (PLI) scheme for specialty
chemicals and construction materials accelerated
domestic manufacturing capacity; the Smart Cities
Mission expanded coverage; and trade agreements with
the United Kingdom, New Zealand, and Oman were either
signed or advanced during the year, offering new export
opportunities for Indian specialty chemical
manufacturers.

Indias fiscal deficit remained within the 4.5% of GDP target
set for FY 2025-26, demonstrating continued fiscal
consolidation. Foreign exchange reserves remained
comfortable, reinforcing macroeconomic stability and
investor confidence in the medium-term growth
trajectory.

4. Outlook

The Indian economy is projected to maintain strong growth
momentum into FY 2026-27. The IMF and World Bank
project Indias real GDP growth at 6.4-6.5% for 2026, with
risks balanced between global trade headwinds and strong
domestic demand dynamics. Continued government
infrastructure spending, urban consumption recovery, and
structural reforms provide a positive base case. The
construction and allied sectors, which are directly
correlated with construction chemicals demand, are
expected to sustain high activity levels driven by affordable
housing, infrastructure pipelines, and increasing adoption
of performance-enhancing building materials.

5. Global Construction Chemicals Market

Construction chemicals, including concrete admixtures,
waterproofing compounds, repair and rehabilitation
products, adhesives and sealants, and protective
coatings, have become indispensable to modern
construction. They improve structural durability, reduce
construction timelines, lower lifecycle costs, and
increasingly support green building standards.

The global construction chemicals market was valued at
approximately USD 52-58 billion in 2025 across various
research estimates, reflecting the diversity of product
scope and regional market definitions. Conservative
estimates place the market at approximately USD 52-54
billion, while broader estimates including all specialty
construction chemical categories exceed USD 58-63
billion. The market is projected to grow at a CAGR of
approximately 4-6% through 2030-2034, reaching USD
72-96 billion depending on the scope of coverage.

The Asia-Pacific region commands the largest share of the
global market, accounting for over 52% of revenues in
2025. Growth in the region is anchored by massive
infrastructure investment in India and China, rapid
urbanization, government-backed housing programmes,
and increasing adoption of ready-mix concrete. Concrete

admixtures dominate the product mix, accounting for
approximately 49% of global market value, driven by their
essential role in improving workability, strength, and
durability of modern concrete structures.

Key global trends shaping the market include: (i) growing
adoption of low-VOC, eco-friendly formulations aligned
with LEED, IGBC, and EDGE certifications; (ii) increasing
use of smart admixtures and self-healing crystalline
waterproofing systems; (iii) rising demand from repair,
rehabilitation, and retrofit segments as aging
infrastructure requires chemical intervention; and (iv)
technological integration of bio-based binders and
graphene-enhanced additives for premium-performance
applications.

(Source: Precedence Research, Straits Research, IMARC Group, SkyQuest,
OMRGIobal,2025-2026)

6. Indian Construction Chemicals Industry Overview

The Indian construction chemicals market is one of the
most dynamic and rapidly expanding segments within the
broader specialty chemicals industry. The market is valued
at approximately USD 3.7-4.5 billion in 2025 and is
projected to reach USD 4.0-5.7 billion by 2031, growing at a
CAGR of approximately 7.5-10% during the forecast period.
Some forecasts, accounting for broader product
categories, project the market reaching USD 17 billion by
2035 at a CAGR of 13.4%.

The market is segmented across concrete admixtures,
waterproofing compounds, repair and rehabilitation
chemicals, adhesives and sealants, flooring chemicals,
protective coatings, and other specialty products.
Waterproofing chemicals hold the leading product
position, accounting for approximately 33-38% of market
revenues, driven by Indias high humidity, monsoon-heavy
climate, and growing standards in residential and
infrastructure construction. Concrete admixtures are the
fastest-growing segment in volume terms, buoyed by the
scale of infrastructure projects and increasing RMC
adoption.

The infrastructure segment accounts for approximately
62% of end-use market consumption and is projected to
grow at an 8% CAGR through 2031. The residential
segment, currently at approximately 28% of market share,
is being propelled by Pradhan Mantri Awas Yojana (PMAY)
rollout, the 10-million-unit housing shortage, and
aspirational homeowner demand for premium finishes and
waterproofing systems.

The market remains a blend of organised and unorganised
players. Domestic leaders like Pidilite Industries - which
reported a 10.6% YoY revenue rise in Q1 FY26 - alongside
global majors like Sika, BASF, Fosroc, Mapei, and Master
Builders Solutions, compete alongside a large unorganised
segment. Increasing government project specifications
requiring certified and tested materials are gradually
formalising the market.

(Source: Mordor Intelligence, Future Market Insights, Persistence Market
Research, Precedence Research, 2025-2026)

7. Growth Drivers
Urbanisation

Indias urban population is projected to reach 600 million by
2031, up from approximately 500 million in 2025. This
accelerating urbanisation is driving large-scale
residential, commercial, and civic construction, creating
sustained demand across all construction chemicals
categories.

National Infrastructure Pipeline(NIP)

The Government of Indias National Infrastructure Pipeline,
with planned investments of approximately INR 111 lakh
crore by 2025-30, is the single largest structural demand
driver for construction chemicals in India. Metro rail,
expressways, ports, airports, and housing projects under
NIP require large volumes of admixtures, waterproofing,
andrepairchemicals.

Affordable Housing Mission

Pradhan Mantri Awas Yojana (Urban) has sanctioned over
1.12 crore urban houses, creating significant and
continuing demand for tile adhesives, wall coatings,
waterproofing primers, and plaster chemicals in the
affordable residential segment.

Interest Ratesand Real Estate Recovery

Stable home loan interest rates and improved affordability
indices have supported real estate transaction volumes,
particularly in the affordable and mid-income housing
segments. Improved developer cash flows have enabled
resumption of stalled projects, amplifying demand for

construction chemicals.

Green Building Standards

Growing adoption of IGBC (Indian Green Building Council)
and EDGE certifications among developers and
government projects is driving demand for low-VOC,
sustainable, and energy-efficient construction chemical
formulations. Hindcons membership of the Indian Green
Building Council aligns the Company well with this trend.

Repairand Rehabilitation

Indias large and aging infrastructure base - roads,
bridges, industrial facilities, and water infrastructure -
requires increasing expenditure on repair mortars,
corrosion inhibitors, and structural rehabilitation
chemicals. This is a high-value, high-growth segment
where organised players with technical depth hold a strong
competitive advantage.

PLI Scheme and Domestic Manufacturing

The Production Linked Incentive scheme for specialty
chemicals is encouraging domestic capacity expansion,
reducing import dependence, and attracting investment in
R&D for next-generation construction chemical
formulations. This is expected to improve the quality and
competitiveness of domestically manufactured products
overthe medium term.

(Source: IBEF, Ministry of Housing and Urban Affairs, Persistence Market
Research, 2025-2026)

8. Michael Porters Five Forces Analysis

Force	Assessment	Intensity
Bargaining Power of Suppliers	Large number of global and domestic raw material suppliers. Key inputs include petrochemical derivatives, polymers, and mineral additives. High price sensitivity and moderate switching costs, though supply chain disruptions can create short-term dependencies.	Moderate to High
Bargaining Power of Buyers	Institutional and B2B buyers in infrastructure, real estate, and industrial segments wield significant bargaining power. Price comparison is common. However, technical specification requirements and quality certifications reduce substitutability for premium products.	Moderate to High
Threat of New Entrants	High capital requirements for R&D, testing, manufacturing, and regulatory compliance. Distribution network development is capital-intensive and time-consuming. ISO certifications and technical approvals act as barriers. Overall threat remains low for quality-differentiated segments.	Low

8. Michael Porters Five Forces Analysis

Force	Assessment	Intensity
Threat of Substitutes	Very limited direct substitutes for performance construction chemicals in their specific applications. Waterproofing, admixtures, and repair chemicals address specific engineering requirements with no viable material substitute.	Very Low
Competitive Rivalry	The market has a large number of players across organised and unorganised segments. Organised players compete on product performance, technical service, and certification credentials. Price competition is intense in commodity segments; differentiation is key for premium positioning.	High

9. Commercial Sector Overview

The commercial real estate sector in India staged a
selective recovery in FY 2025-26. Grade-A office
absorption improved in major cities including Bengaluru,
Hyderabad, Mumbai, and Pune, supported by global
capability centre (GCC) expansions and domestic
enterprise demand. Data centre construction - a high-
specification, construction-chemicals-intensive
category requiring advanced waterproofing and flooring
systems - emerged as one of the fastest-growing
commercial construction segments.

Retail and hospitality construction also showed renewed
momentum, driven by mall and hotel brand expansions in
Tier-1 and Tier-2 cities. Industrial and logistics
warehousing construction, supported by the e-commerce
boom and Supply Chain localisation policies, created
significant demand for industrial flooring chemicals,
protective coatings, and joint sealants - product
categories in which Hindcon has active offerings.

(Source: JLL India, Knight Frank, Times of India, 2025-2026)

10. Real Estate Housing Sector

Indias residential real estate sector maintained positive
momentum in FY 2025-26. New launches and sales
volumes in the seven major cities (Mumbai, Delhi NCR,
Bengaluru, Hyderabad, Chennai, Pune, Kolkata) continued
at healthy levels, building on strong growth seen over the
past several years. Affordable and mid-income housing
segments, bolstered by PMAY-Urban and the AHF
(Affordable Housing Fund), continued to drive volume
growth.

The focus on quality construction has increased, with
homebuyers and developers alike paying greater attention
to waterproofing, tile adhesives, and corrosion protection
systems - a direct positive for construction chemicals
adoption in the residential segment. East India, including
West Bengal and the Kolkata metropolitan area, has seen
increased residential and commercial construction
activity, benefiting regional construction chemicals

(Source: lndustryAnalysis,Researchdive.com,CompanyAssessment}

manufacturers such as Hindcon Chemicals Limited.

(Source: Anarock Property Consultants, JLL India, FICCI NAREDCO, 2025-
2026)

11. Key Government Initiatives Impacting the Sector
PradhanMantriAwasYojana-Urban(PMAY-U)

Over 1.12 crore houses sanctioned under PMAY-U,
generating 1.20 crore employment opportunities.
Continued rollout in FY 2025-26 has sustained
construction activity and demand for residential
construction chemicals including tile adhesives,
waterproofing membranes, and repair mortars.

National Infrastructure Pipeline(NIP)

With planned investments of INR 111 lakh crore across
energy, roads, railways, and urban infrastructure through
2025-2030, NIP anchors long-range demand for high-
performance admixtures, corrosion inhibitors, and
shrinkage-reducing products in large civil construction
packages.

Smart Cities Mission

The Smart Cities Missions 100-city programme is driving
urban renewal and new-build construction across the
country. Infrastructure upgradation under the Mission
requires advanced construction chemicals for roads,
underground utilities, and public buildings.

Union Budget 2025-26 Infrastructure Allocation

Capital investment outlay for infrastructure increased to
USD 128.6 billion (INR -10.7 lakh crore), representing 3.1%
of GDP. The Ministry of Housing and Urban Affairs budget
was enhanced by 18% to USD 11.07 billion, with major
allocations toward urban development and affordable
housing.

GST Rationalisation

GST rates on affordable housing remain at 1% and on other
residential properties at 5% (after land cost deduction),
continuing to support affordability and transaction
volumes in the residential market.

12. SWOT Analysis
Strengths

India has built a robust chemical manufacturing value
chain, enabling production of innovative, high-quality
construction chemicals. Hindcon benefits from its ISO
9001:2015 accreditation, strong B2B relationships, and
diversified product portfolio spanning admixtures,
waterproofing, flooring, adhesives, and repairsolutions.

Opportunities

Repair and rehabilitation is a rapidly growing segment.
Government infrastructure programmes such as PMAY,
National Infrastructure Pipeline (NIP), and Smart Cities
Mission present significant demand opportunities.
Growing adoption of ready-mix concrete (RMC) and
sustainable building materials also opens new avenues.

13. Risk Management
Economy Risk

Global macroeconomic uncertainty, including trade policy
volatility and geopolitical tensions, could impact domestic
growth and construction sector spending.

Mitigation: Indias GDP grew robustly at 7.7% in FY 2025-26,
and domestic consumption remains the primary economic
driver. The Companys revenues grew to Rs 65.47 crores in
FY 2025-26 compared to Rs 58.55 crores in FY 2024-25,
demonstrating the resilience and demand-driven nature of
its business model.

Competition Risk

The construction chemicals market has a large number of
organised and unorganised players, and increased
competition can compress margins.

Mitigation: The Companys strategy centres on deepening
long-standing B2B relationships, expanding its
geographic footprint in East India, and offering a
diversified product portfolio spanning admixtures,
waterproofing, flooring, and repair solutions. The
Companys technical service model and ISO 9001:2015
accreditation support customer retention and
differentiation from unorganised competitors.

Environment Risk

Risk of non-compliance with evolving environmental
regulations relating to chemical formulations, effluent
discharge, and product safety standards.

Mitigation: The Company is a member of the Indian Green
Building Council (IGBC), emphasising the manufacture of
environment-friendly and compliant products. Continuous
monitoring of regulatory changes ensures adherence to all

Weaknesses

The construction chemicals market in India remains
largely unorganised and fragmented, with a high presence
of small-scale suppliers. This leads to lower product
awareness and price-based competition that can
challenge premium quality manufacturers.

Threats

Organised players face intensifying competition from low-
cost imports, particularly from China. Volatility in raw
material prices (petrochemicals, crude oil) and currency
fluctuations create margin pressure. Rising competition
from unorganised sector players poses an ongoing
challenge.

applicable standards.

Quality Risk

Any decline in product quality or consistency can affect
customer retention and long-term revenue generation.

Mitigation: The Company is accredited for ISO 9001:2015,
covering quality control and management processes.
Rigorous in-house testing and quality assurance protocols
govern all product lines.

Demand Risk

Any significant slowdown in the infrastructure or real
estate construction industry could adversely impact
demandfor construction chemicals.

Mitigation: The Companys product portfolio is diversified
across multiple end-use segments - residential,
commercial, industrial, and infrastructure - reducing
concentration risk. The Company is also continuously
developing innovative products applicable across
additional sectors.

Raw Material & Pricing Risk

Volatility in petrochemical derivatives, polymers, and
other key input prices can impact production costs and
profit margins.

Mitigation: The Company maintains diversified supplier
relationships and monitors commodity trends to optimise
procurement timing and manage input cost exposure.

14. Financial Review

Revenues: Revenues during the year under review were Rs
65.47 crores as compared to Rs 58.55 crores during FY
2024-25, representing a growth of approximately 11.8%

year-on-year, driven by strong demand across
waterproofing, admixtures, and flooring product lines.

Profit After Tax: The Company registered a profit after tax
of Rs 3.24 crores during FY 2025-26 as compared to Rs 3.96
crores during FY 2024-25. The moderation in PAT reflects
higher input and operational costs during the year, even as
revenues showed strong growth.

Financial Metric	FY 2024-25	FY 2025-26
Revenue (Rs Crores)	58.55	65.47
PAT(Rs Crores)	3.96	3.24
Revenue Growth YoY	-	-11.8%

15. Internal Control Systems and Their Adequacy

The internal control and risk management system is
structured and applied in accordance with the principles
and criteria established in the corporate governance code
of the organisation. It is an integral part of the general
organisational structure of the Company and involves a
range of personnel who act in a coordinated manner while
executing their respective responsibilities.

The Board of Directors provides guidance and strategic
supervision to the Executive Directors and management,
supported by monitoring and advisory committees. The
control and risk framework operates underthe oversight of
the Board-appointed Statutory Auditors. Regular internal
audits are conducted to evaluate the adequacy of controls,
and findings are reviewed by senior management to ensure
continuous improvement.

Financial controlsare designed to ensure the accuracy and
reliability of financial reporting, safeguard assets, and
ensure compliance with applicable laws and regulations.

During FY 2025-26, no material weaknesses in internal
controls were identified.

16. Human Resources

Hindcon believes that its intrinsic strength lies in its
dedicated and motivated employees. The Company
provides competitive compensation packages, a
professional and amiable work environment, and
acknowledges employee contributions through planned
reward and recognition programmes. The Company aims
to create a workplace where every individual can achieve
theirtrue potential.

The Company encourages employees to take initiative
beyond their defined roles, participate in voluntary
improvement projects, and contribute ideas that drive
operational innovation and product development. As on
31" March 2026, the Company maintained a lean and
effective workforce aligned with its production and
business development requirements.

17. Cautionary Statement

The statements made in this section describe the
Companys objectives, projections, expectations and
estimations which may be forward-looking statements
within the meaning of applicable securities laws and
regulations. Forward-looking statements are based on
certain assumptions and expectations of future events.
The Company cannot guarantee that these assumptions
and expectations are accurate or will be realised. Actual
results could differ materially from those expressed in the
statement or implied due to the influence of external
factors which are beyond the control of the Company. The
Company assumes no responsibility to publicly amend,
modify or revise any forward-looking statements on the
basis of any subsequent developments, information or
events.