Hindustan Adhesives Limited has scheduled its 38th Annual General Meeting (AGM) for September 30, 2026, to seek shareholder approval for enhancing its borrowing limits to ₹500 crore.

The meeting will be conducted via video conferencing or other audio-visual means (VC/OAVM) in compliance with Ministry of Corporate Affairs (MCA) General Circular No. 03/2025 and SEBI Listing Regulations. The company has set September 23, 2026, as the record date for determining eligibility to vote and participate in the AGM.

Key Resolutions

The AGM notice outlines several ordinary and special resolutions for shareholder consideration:

• Borrowing Limits: Approval to borrow up to ₹500 crore under Section 180(1)(c) of the Companies Act, 2013, superseding the previous limit of ₹300 crore.
• Creation of Charges: Consent to create charges on movable and immovable properties to secure borrowings up to ₹500 crore under Section 180(1)(a).
• Investments: Approval for investments, loans, and guarantees up to ₹500 crore under Section 186 of the Companies Act, 2013.
• Related Party Transactions: Approval for loans/guarantees to entities in which directors are interested, up to ₹500 crore under Section 185.

Director Appointments and Remuneration

The meeting will also address the reappointment and appointment of key board members:

• Mrs. Urmila Goenka: Reappointment as Whole-Time Director for three years (September 30, 2026 – September 29, 2029). Her monthly salary is set at ₹30,000.
• Mr. Ravi Kumar Aggarwal: Reappointment as Independent Director for a second five-year term (August 26, 2026 – August 25, 2031).
• Mr. Anil Mathur: Appointment as Independent Director for a five-year term (July 14, 2026 – July 13, 2031).
• Mr. Madhusudan Bagla: Approval for remuneration as Managing Director, including a monthly salary of ₹17,50,000 and specified perquisites.
• Mr. Ashok Kumar Pathak: Approval for remuneration as Whole-Time Director.

Additionally, the Board seeks approval for the remuneration of Mrs. Anju Bagla (Sales Export Manager) and Mrs. Surbhi Bagla (Export Sales Manager - USA), both capped at ₹5,00,000 per month, pursuant to Section 188 of the Companies Act, 2013.

Financial Performance Context

The explanatory statement accompanying the AGM notice highlights the company's financial performance over the last three fiscal years. While revenue declined from ₹30,416 lakh in FY24 to ₹25,658 lakh in FY26, profit before tax increased to ₹2,352 lakh in FY26 compared to ₹2,185 lakh in FY24. Profit after tax also rose to ₹1,652 lakh in FY26 from ₹1,640 lakh in FY24.

The Board attributes the recent profit adequacy challenges to lower capacity utilization and unfavorable market conditions, noting that marketing efforts have been intensified following an increase in post-election demand.

E-Voting Details

Remote e-voting will commence on September 27, 2026, at 9:00 am and conclude on September 29, 2026, at 5:00 pm. Shareholders holding shares as on the cut-off date can cast their votes electronically through MUFG Intime India Private Limited. The register of members and share transfer books will remain closed from September 24 to September 30, 2026.

Hindustan Adhesives Ltd has appointed Anil Mathur as an Additional Director in the Non-Executive Independent category effective July 14, 2026. The appointment is for a term of five years and is subject to the approval of the company's shareholders. The Board approved the appointment based on the recommendations of the Nomination and Remuneration Committee.

Concurrently, the company accepted the resignation of Amit Sharma from the post of Non-Executive Independent Director, effective from the close of business hours on July 14, 2026. Sharma resigned due to other business engagements and an inability to devote sufficient time to the company. The Board placed on record its appreciation for his contributions during his tenure.

Anil Mathur brings 40 years of experience in senior management roles. Aged 72, he is a B.Com graduate with expertise in finance, accounting, taxation, administration, legal and regulatory requirements, and governance. The company disclosed that Mathur is not holding any shares in the company and has no inter-se relationships with other directors.

The resignation of Amit Sharma was confirmed to be free from other material reasons beyond those stated in his resignation letter. He does not hold directorships in any other listed entities. The Board meeting commenced at 5:00 P.M. and concluded at 5:30 P.M. on July 14, 2026.

Director Details