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Dhanuka Agritech Ltd. Earnings Release 2026

May 19, 2026

61335_rns_2026-05-19_732fd313-ca60-4b40-aff3-6db4e2ea3ebb.pdf

Earnings Release

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Dhanuka Agritech Limited

dhanuka

$19^{\text{th}}$ May, 2026

Listing Department
The Department of Corporate Services

National Stock Exchange of India Limited
Listing

Exchange Plaza,
The BSE Ltd

Plot No. C/1, G. Block,
Phiroze Jeejeebhoy Towers,

Bandra- Kurla Complex,
Dald Street,

Bandra East, Mumbai-400 051
Mumbai- 400 001

Symbol- DHANUKA
Scrip Code: 507717

Sub: Outcome of the Board Meeting held today i.e. on 19th May, 2026 (Tuesday)

Ref: Compliance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Madam,

Please take note that the Board of Directors in its Meeting held today i.e. Tuesday, 19th May 2026 has inter-alia considered and approved the following(s):

Financial Results:

  1. Considered and approved the Audited Financial Results for the Quarter and Financial Year ended 31st March, 2026. In this regard, please find enclosed:
    a. Audited Financial Results of the Company for the Quarter and Financial Year ended 31st March, 2026.
    b. Auditor’s Report in respect of the Audited Financial Results of the Company for the Financial Year ended 31st March, 2026.

These are also being made available on the website of the Company at www.dhanuka.com

Unmodified Opinion:

  1. S S Kothari Mehta & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company, have issued an Auditors' Report with an unmodified opinion on the Audited Financial Results for the Financial Year ended 31st March, 2026. This declaration is made pursuant to Regulation 33(3)(d) of the SEBI Listing Regulations.

Registered & Corporate Office: Global Gateway Towers, Near Guru Dronacharya Metro Station, MG Road, Gurugram-122002, Haryana

Tel: +91-124-434-5000, Email: [email protected], Website: www.dhanuka.com

CIN: L24219HR1985PLC122802


Dhanuka Agritech Limited

dhanuka

Introduction & Adoption of Dhanuka Employee Stock Option Plan 2026

  1. Based on the recommendation of the Nomination and Remuneration Committee, have inter alia considered and approved the introduction & adoption of Dhanuka Employee Stock Option Plan 2026.

The aggregate number of Stock Options proposed to be granted under the Dhanuka Employee Stock Option Plan 2026, shall not be exercisable into more than 50,000 Equity Shares corresponding to 0.11% of the Equity Share Capital of the Company.

The introduction and adoption of Dhanuka Employee Stock Option Plan 2026 shall be subject to the Members approval of the Company at the ensuing 41st Annual General Meeting (AGM). The details required as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will form part of the explanatory statement to the notice of the AGM of the Company.

The approval of the members is required under Regulation 6(1) & 6(3)(C) and other applicable provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the aforesaid ESOP Scheme, 2026. The Board has also approved the Notice to be sent to the members seeking approval for the Dhanuka Employee Stock Option Plan 2026, in the ensuing Annual General Meeting of the Company.

The details as required under Regulation 30 of Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD/2/I/3762/2026 dated January 30, 2026 are set out in Annexure A.

Introduction & Adoption of Dhanuka Stock Appreciation Rights Plan, 2026

  1. Based on the recommendation of the Nomination and Remuneration Committee, have inter alia considered and approved the introduction & adoption of Dhanuka Stock Appreciation Rights Plan (SARs), 2026.

The aggregate number of Stock Options proposed to be granted under the Dhanuka Stock Appreciation Rights Plan, 2026, shall not be exercisable into more than 1,25,000 SARs corresponding to 0.28% of the Equity Share Capital of the Company.

The introduction and adoption of Dhanuka Stock Appreciation Rights Plan, 2026 shall be subject to the Members approval of the Company at the ensuing 41st Annual General Meeting (AGM). The details required as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will form part of the explanatory statement to the notice of the AGM of the Company.

Registered & Corporate Office: Global Gateway Towers, Near Guru Dronacharya Metro Station, MG Road, Gurugram-122002, Haryana

Tel: +91-124-434-5000, Email: [email protected], Website: www.dhanuka.com

CIN: L24219HR1985PLC122802


dhanuka

The details as required under Regulation 30 of Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD/2/I/3762/2026 dated January 30, 2026 are set out in Annexure B.

Approval of the Proposal of Buy Back of Equity Shares:

  1. The Board of Directors at its meeting held today i.e. on 19th May, 2026 has inter-alia approved the proposal to Buyback its own fully paid up Equity Shares of Rs. 2/- each ("Equity Shares") from the equity shareholders of the Company as on Record Date, for upto 5,00,000 fully paid up Equity Shares (being 1.11% of the total paid up equity capital of the Company) at a price of Rs 1,400/- (Rupees Fourteen Hundred only) per equity share ("Buyback Offer Price") for an aggregate amount not exceeding Rs. 70 Crore (Rupees Seventy Crore only) ("Offer Size"), (being less than 10% of the Paid up Equity Capital and free reserves as per the latest audited financial statements of the Company as at 31st March, 2026) on a proportionate basis through the "Tender Offer" route as prescribed under the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 ("SEBI Buyback Regulations") and the Companies Act, 2013 and the rules made thereunder ("Act") including any statutory modification(s) or re-enactment of the Act, for the time being in force).

The Maximum Buyback Size shall not include Transaction costs viz. brokerage, fees, turnover charges, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, etc., public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses.

The Board also noted the intention of the Promoters and Promoter Group of the Company to participate in the proposed Buyback.

Further, in terms of Regulation 42 of the Listing Regulations and Regulation 9 of the Buyback Regulations, the Board has fixed Friday, 29th May, 2026 as the Record Date for the purpose of determining the entitlement and the names of equity shareholders who are eligible to participate in the proposed Buyback Offer.

The pre-Buyback shareholding pattern of the Company as on May 15, 2026 is attached hereto as Annexure C.1.

The post-buyback shareholding pattern of the Company can be ascertained only after the Record Date.

In accordance with Regulation 5(via) of the SEBI Buyback Regulations, the Board of Directors of the Company may, till one working day prior to the record date, increase the


dhanuka

maximum Buy-back price and decrease the number of equity shares proposed to be bought back, such that there is no change in the aggregate size of the Buy-back.

The public announcement and other documents setting out the process, timelines and other statutory details of the Buyback will be released in due course in accordance with the Buyback Regulations.

Final Dividend:

  1. Recommended Final Dividend @ 100% i.e. Rs. 2/- per Equity Share having face value of Rs. 2/- per share for the Financial Year 2025-26 to the Members of the Company and the same will be paid within 30 days of Annual General Meeting (AGM) subject to the approval of Members at ensuing 41st AGM of the Company.

  2. Fixation of "Record Date" as Friday, July 17, 2026, pursuant to the provisions of Regulation 42 of the Listing Regulations, 2015, for purpose of determining the shareholders eligible to receive Final Dividend on the Equity Shares for the Financial Year 2025-26 and "Cut-off Date" as Monday, July 27, 2026 for the purpose of determining the shareholders eligible to vote on the resolution(s) set out in the Notice of the AGM or to attend the AGM.

Annual General Meeting:

  1. Convening of 41st Annual General Meeting (AGM) of the Company which will be held on Monday, 3rd August 2026 at 11:00 AM through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM").

Retirement of Senior Management Personnel:

  1. Took note of retirement of Mr. K.B. Kejariwal, Senior Management Personnel of the Company, as retired from the services of the Company upon attaining superannuation, with effect from the close of business hours on 31st March 2026

The Board of Directors placed on record its sincere appreciation for the valuable contribution made by Mr. K.B. Kejariwal during his association with the Company.


dhanuka

Re-Appointment of Cost Auditor:

  1. Re-Appointment of M/s. N Khandelwal & Co., Cost Accountants, as Cost Auditors of the Company for the Financial Year 2026-27.

Approval to set up Wholly Owned Subsidiaries/Acquisition of shares of the Company outside India

  1. The Board has approved to set up Wholly Owned Subsidiaries/_Acquisition of shares of the Company outside India to support and facilitate the growth of the Company's business outside India in European country and Brazil, mainly for transferring of registration of Brands acquired from Bayer and registering various other products in the Company's name), subject to applicable laws and regulatory approvals. The initial limit for the investment in these entities will be Rs. 1 Crore each entity which may be increased as per the business requirements subject to the approval of the Board.

These are also being made available on the website of the Company at www.dhanuka.com.

The Meeting of the Board of Directors commenced at 11:00 A.M. (IST) and concluded at 1:05 P.M. (IST)

Please take the above information in your record.

for Dhanuka Agritech Limited

JITIN
SADANA
Digitally signed by JITIN SADANA
Date: 2026.05.19 13:05:06 +05'30"

Jitin Sadana
Company Secretary and Compliance Officer
FCS-7612


SS KOTHARI MEHTA & CO. LLP
CHARTERED ACCOUNTANTS

Independent Auditor's Report on Audited Financial Results of the Company for the quarter and year ended March 31,2026 Pursuant to Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Dhanuka Agritech Limited

Report on the Audit of the Financial Results

Opinion

We have audited the accompanying financial results of Dhanuka Agritech Limited ('the Company') for the quarter and year ended March 31, 2026 ('the Statement'), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us these financial results:

i. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
ii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the quarter and year ended March 31, 2026.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Management's Responsibilities for the Financial Results

This Statement has been prepared on the basis of the financial statements.

The Company's Board of Directors are responsible for the preparation of these financial results that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulations of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of

Plot No. 68, Okhla industrial Area, Phase-III, New Delhi-110020
Tel: +91-11-4670 8888 E-mail: [email protected]
www.sskmin.com

SS KOTHARI MEHTA & CO. LLP
CHARTERED ACCOUNTANTS

principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial results, the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Results

Our objectives are to obtain reasonable assurance about whether the financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial control with reference to financial statements in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

  • Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future

S.S. KOTHARI
NEWSKIH
A member of the KOTHARI MEMBERSHIP GROUP

SS KOTHARI MEHTA & CO. LLP

CHARTERED ACCOUNTANTS

events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The Statement includes the results for the quarter ended March 31, 2026 being the balancing figure between the audited figures in respect of the full financial year ended March 31, 2026 and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subject to a limited review by us, as required under the Listing Regulations.

For SS Kothari Mehta & Co. LLP

Chartered Accountants

Firm’s Registration No. 000756N/N500441

img-0.jpeg

Jalaj Soni
Partner
Membership No.:528799
UDIN: 26528799OSNFZL6645

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Place: Gurugram
Date: May 19, 2026

STATEMENT OF AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2026
(₹ In lacs)
Quarter Ended Year Ended
S.No Particulars 31.03.2026
(Audited)** 31.12.2025
(Unaudited) 31.03.2025
(Audited)** 31.03.2026
(Audited) 31.03.2025
(Audited)
I Revenue from Operations 48,333.67 40,991.67 44,202.32 2,01,978.96 2,03,515.18
II Other income 2,052.64 812.38 1,115.56 4,301.14 3,610.49
III Total Income (I+II) 50,386.31 41,804.05 45,317.88 2,06,280.10 2,07,125.67
IV Expenses
a) Cost of materials consumed 29,278.56 20,513.87 23,164.96 1,20,327.69 1,03,178.91
b) Purchase of Stock In Trade 1,511.29 2,190.53 832.96 6,557.43 16,667.22
c) Changes in inventories of finished goods, work-in progress and Stock In Trade (3,043.67) 1,969.27 1,088.47 (6,240.19) 2,059.42
d) Employee benefit expenses 5,037.26 4,491.98 4,021.19 18,983.00 17,206.88
e) Finance costs 78.97 79.59 179.18 370.87 511.15
f) Depreciation and amortisation expense 1,631.43 1,625.91 1,745.02 6,421.89 5,546.09
g) Other expenses 3,061.33 5,959.78 4,119.86 22,003.34 22,741.93
Total Expenses 37,555.17 36,830.93 35,151.64 1,68,424.03 1,67,911.60
V Profit/(Loss) Before Exceptional Items and Tax (III-IV) 12,831.14 4,973.12 10,166.24 37,856.07 39,214.07
VI Exceptional items - - - - -
VII Profit/(Loss) Before Tax (V-VI) 12,831.14 4,973.12 10,166.24 37,856.07 39,214.07
VIII Tax expenses
a) Current Tax 3,073.35 1,172.35 2,274.10 9,140.73 9,898.11
b) Tax of earlier year provided / (written back) (230.81) (312.23) - (543.04) (351.57)
c) Deferred Tax 211.54 113.46 341.91 534.89 (28.50)
IX Profit/(loss) for the period (VII-VIII) 9,777.06 3,999.54 7,550.23 28,723.49 29,696.03
X Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss 125.40 - 188.46 125.40 188.46
(ii) Income tax relating to items that will not be reclassified to profit or loss (31.56) - (47.43) (31.56) (47.43)
B (i) Items that will be reclassified to profit or loss - - - - -
(ii) Income tax relating to items that will be reclassified to profit or loss - - - - -
Total Other Comprehensive Income /(Loss) for the period 93.84 - 141.03 93.84 141.03
XI Total Comprehensive Income for the period (IX+X) 9,870.90 3,999.54 7,691.26 28,817.33 29,837.06
XII Paid-up equity share capital [Face value of ₹ 2 per share] 901.57 901.57 901.57 901.57 901.57
XIII Other Equity as per audited Balance Sheet 1,67,286.30 1,39,370.54
XIV Earning per share* (in ₹)
a) Basic EPS 21.69 8.87 16.74 63.72 65.55
b) Diluted EPS 21.69 8.87 16.74 63.72 65.55

See accompanying notes to the financial results
*Actuals for the quarter not annualised
** Refer Note-9

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Registered & Corporate Office : Global Gateway Towers, Near Guru Dronacharya Metro Station, MG Road, Gurugram -122002, Haryana (INDIA)

Tel.: +91-124-434 5000, E-mail: [email protected], Website: www.dhanuka.com, CIN: L24219HR1985PLC122802

AUDITED BALANCE SHEET AS AT 31ST MARCH, 2026
(₹ In Lacs)
Particulars As at
Mar 31,2026 Mar 31,2025
(Audited) (Audited)
I Assets
1 Non-current assets
a Property,Plant and Equipment 30,749.84 32,767.38
b Investment Property 1,441.20 1,514.98
c Capital work in progress 1,243.64 850.51
d Other Intangible assets 14,460.97 16,133.21
e Financial Assets
i) Investments 9,433.79 10,681.57
ii) Loans 13.48 19.13
iii) Other financial assets 776.26 2,925.73
f Other non-current assets 349.27 262.81
Total Non-Current assets 58,468.45 65,155.32
2 Current assets
a Inventories 51,681.71 39,874.06
b Financial Assets
i) Investments 27,691.04 12,358.60
ii) Trade receivables 44,062.08 45,914.56
iii) Cash and cash equivalents 1,893.48 57.00
iv) Bank balances other than (iii) above 74.10 80.89
v) Loans 391.64 1,395.22
vi) Other financial assets 10,967.56 6,555.27
c Other current assets 14,972.23 8,620.44
Total Current assets 1,51,733.84 1,14,856.04
Total Assets 2,10,202.29 1,80,011.36
II EQUITY AND LIABILITIES
1 Equity
a Equity Share Capital 901.57 901.57
b Other Equity 1,67,286.30 1,39,370.54
Total equity 1,68,187.87 1,40,272.11
LIABILITIES
2 Non-current liabilities
a Financial Liabilities
i) Lease Liability 2,343.23 2,675.39
ii) Other financial liabilities 1,577.03 1,580.05
b Provisions 17.65 142.65
c Deferred tax liabilities (Net) 1,017.83 482.94
Total non-current liabilities 4,955.74 4,881.03
3 Current liabilities
a Financial Liabilities
i) Borrowings 90.10 4,217.97
ii) Lease Liability 630.59 529.98
iii) Trade payables
a)total outstanding dues of micro enterprises and small enterprises 328.55 612.04
b)total outstanding dues of creditors other than micro enterprises and small enterprises 19,272.76 13,391.75
iv) Other financial liabilities 10,989.50 11,943.33
b Other current liabilities 3,725.78 3,187.03
c Provisions 1,007.18 18.00
d Current Tax Liabilities (Net) 1,014.22 958.12
Total current liabilities 37,058.68 34,858.22
Total Equity and Liabilities 2,10,202.29 1,80,011.36

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Registered & Corporate Office : Global Gateway Towers, Near Guru Dronacharya Metro Station, MG Road, Gurugram -122002, Haryana (INDIA) Tel.: +91-124-434 5000, E-mail: [email protected], Website: www.dhanuka.com, CIN: L24219HR1985PLC122802

AUDITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH, 2026
Particulars (₹ In Lacs)
Year Ended
Mar 31,2026 Mar 31,2025
(Audited) (Audited)
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit / (Loss) Before Tax 37,856.07 39,214.07
Adjustments for:
Depreciation, amortization and impairment expenses 6,421.89 5,546.09
Net (Gain)/Loss on Sale of Property, Plant and Equipment 12.64 (377.99)
Finance Costs 370.87 511.15
Interest Income (1,779.08) (2,044.40)
Net (Gain)/Loss on Sale of Investments (354.00) (310.83)
Net (Gain)/Loss on Investments measured at fair value through profit or loss (1,000.53) (123.84)
Allowance for Bad and Doubtful debts & Advances 191.44 105.15
Liabilities No Longer Required, Written Back (10.15) (3.16)
Forex Fluctuation on Translation of Assets & Liabilities 354.66 (44.15)
Operating Profit/(loss) before Working Capital changes 42,063.81 42,472.09
(Increase) / Decrease in Trade Receivables 1,624.12 (11,393.14)
(Increase) / Decrease in Current financial assets - Loans 3.58 (12.00)
(Increase) / Decrease in Non Current financial assets - Loans 5.65 (1.20)
(Increase) / Decrease in Other Current financial assets (3,114.27) 920.62
(Increase) / Decrease in Other Non Current financial assets 0.78 0.54
(Increase) / Decrease in Other Current assets (6,351.79) (1,210.08)
(Increase) / Decrease in Other Non Current assets (10.38) (4.15)
(Increase)/Decrease in Inventories (11,807.65) 1,914.88
Increase / (Decrease) in Trade Payables 5,245.21 (901.74)
Increase / (Decrease) in Other Current Financial Liabilities (992.36) 4,134.44
Increase / (Decrease) in Other Non Current Financial Liabilities (3.03) 6.10
Increase / (Decrease) in Other Current Provisions 1,114.57 6.52
Increase / (Decrease) in Other Non Current Provisions (125.00) 150.18
Increase / (Decrease) in Other Current Liabilities 539.98 (349.30)
Cash generated (used) in /from Operations before tax 28,193.22 35,733.76
Net Direct Taxes paid (Net of Refunds) (8,573.15) (9,467.75)
Net cash flow (used) in/ from Operating Activities 19,620.07 26,266.01
B. CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of Property, Plant and Equipment
(Including Adjustment on account of Intangible
Assets, Capital work in Progress, Capital Creditors (2,771.61) (19,399.95)
and Capital Advances)
Proceeds from sale of Property, Plant and Equipment 32.17 484.46
Loan Given to Corporate and Other - (300.00)
Repayment of Loan Given to Corporate and Other 1,000.00 1,500.00
Investment and Redemption in Bank Deposits (Net) 922.03 (178.65)
Purchase and sale of Investments (Net) (12,686.63) 1,411.31
Interest Received 1,699.16 2,211.20
Net cash (used) in/ from Investing Activities (11,804.88) (14,271.63)
Net cash (used) in/ from Operating and Investing Activities 7,815.19 11,994.38
C. CASH FLOW FROM FINANCING ACTIVITIES
Short Term Borrowings (Net) (4,127.87) 4,171.16
Payment of Principal portion of Lease Liabilities (578.40) (495.77)
Payment of Dividend (901.57) (2,734.70)
Buy Back of Shares - (10,000.00)
Taxes on Buy Back of Shares - (2,327.27)
Expenses on Buy Back of Shares - (90.56)
Interest Paid (370.87) (511.15)
Net cash (used) in/ from Financing Activities (5,978.71) (11,988.29)
Net cash (used) in/ from Operating, Investing & Financing Activities 1,836.48 6.09
Opening balance of Cash and Cash equivalent 57.00 50.91
Closing balance of Cash & Cash equivalent 1,893.48 57.00

Tel.: +91-124-434 5000, E-mail: [email protected], Website: www.dhanuka.com, CIN: L24219HR1985PLC122802

M

Note: Cash and cash equivalents included in the Cash Flow Statement comprise of the following

i) Cash Balance on Hand 38.59 40.58
ii) Balance with Banks :
-In Current Accounts 1,854.89 6.42
- Cheques in hand - 10.00
Total 1,893.48 57.00

Notes:

  1. The above Audited Financial Results were reviewed by the Audit Committee and thereafter approved and taken on record by the Board of Directors in their Meeting held on May 19, 2026. The Statutory Auditors of the Company have expressed an unmodified audit opinion on these financial results.
  2. Financial Results for all the periods presented have been prepared in accordance with the recognition and measurement principles of Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
  3. The demand of Company's products depends on monsoon, pest infestation and crop patterns. Hence there may be variations in the Results from one period to another period.
  4. The Company has only one reportable Business segment viz. "Agro Chemicals"
  5. The Board of Directors have recommended final dividend of 100% i.e. Rs. 2 per Equity Share for the Financial Year 2025-26, subject to the approval of the shareholders in the ensuing Annual General Meeting.
  6. The Board of Directors of the Company in its meeting held today has approved the proposal for the buyback of 5,00,000 Equity Shares of the Company at a price of Rs. 1400/- (Rs. Fourteen Hundred only) per Equity Share for an aggregate amount of Rs. 70 Crores (Rs. Seventy Crores Only) for cash (the "Buyback"), excluding transaction costs, by way of Tender Offer through the stock exchange mechanism. The Buyback is subject to all applicable statutory approvals.
  7. The Company previously had a wholly-owned subsidiary, Dhanuka Chemicals Private Limited (DCPL), which was struck off during the previous financial year. DCPL had filed an application for strike-off with the Registrar of Companies (ROC), National Capital Territory (NCT) of Delhi and Haryana. The ROC approved the application, and the name of DCPL was officially struck off from the Register of Companies with effect from July 16, 2024. As of the reporting date, the Company does not have any subsidiaries, joint ventures, or associate companies. Accordingly, the requirement to submit consolidated financial results under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable.
  8. On November 21, 2025, the Government of India notified the four Labour Codes – the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020, consolidating 29 existing labour laws. The Ministry of Labour & Employment has published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed and disclosed the incremental impact of these changes of ₹598.68 lakhs on the basis of best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India. The incremental impact, consisting primarily of gratuity arises due to change in wage definition under the new Code on Wages. This impact has been recognised in the employee benefits expense in the Statement of Profit and Loss for the year ended March 31, 2026. The Company continues to monitor the finalisation of Central/State Rules and clarifications from the Government on other aspects of the Labour Codes and would provide appropriate accounting effect on the basis of such developments, as needed.
  9. The figures of last Quarter are the balancing figures between audited figures in respect of full Financial Year and the published Unaudited year to date figures upto third Quarter of the Financial Year.
  10. The Results can also be viewed at our website www.dhanuka.com and on the website of BSE & NSE where the Company's shares are listed i.e. at www.bseindia.com and www.nseindia.com respectively. Any query from investors can be sent on email at [email protected].

Place : Gurugram (Haryana)
Dated : May 19, 2026

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$19^{\mathrm{th}}$ May, 2026

Listing Department
National Stock Exchange of India Limited
Exchange Plaza,
Plot No. C/1, G. Block,
Bandra- Kurla Complex,
Bandra East, Mumbai-400 051

The Department of Corporate Services-Listing
BSE Ltd.
1st Floor New Trading, Rotunda Building,
PJ Towers, Dalal Street Fort,
Mumbai- 400 001

Symbol- DHANUKA
Scrip Code: 507717

Sub: Declaration pursuant to regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

I, V.K. Bansal, Chief Financial Officer (CFO) of Dhanuka Agritech Limited, hereby confirm and declare that the Audit Report on Financial Results of the Company for the year ended 31st March, 2026, issued by S S Kothari Mehta & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, contain an unmodified opinion.

Thanking You,
Yours faithfully,

For Dhanuka Agritech Limited

V.K. Bansal
Chief Financial Officer
Encl: a/a

Registered Office : 22, Abhinav Manipur, 15 Floor, Jammu and Kashmir, India

Annexure A

Details of Dhanuka Employee Stock Option Plan 2026 ("ESOP Scheme, 2026" or "ESOP Scheme")

Sr. No. Particulars Details
a) Brief details of options granted The ESOP Scheme, 2026 contemplates grant upto 50,000 options for the benefit of such employees as designated by the Company under the said ESOP Scheme 2026.
The performance appraisal and selection process of eligible employees and grants to be made shall be governed by mandatory performance criteria, which shall consist of a combination of both corporate and individual performance metrics at the time of Grant and individual performance metrics at the time of vesting.
b) Whether the scheme is in terms of SEBI (SBEB) Regulations, 2021 (if applicable) Yes, the ESOP Scheme 2026 is in terms of SEBI (SBEB) Regulations, 2021.
c) Total number of shares covered by these options The total number of shares covered under these Options shall be upto 50,000 equity shares of face value of Rs. 2 each.
d) Pricing formula As determined by the Board / Nomination and Remuneration Committee (Committee) at the time of grant.
e) Options vested Not Applicable at this stage
f) Time within which option may be exercised The Exercise Period shall commence on the date of vesting of first tranche and shall not extend beyond eight (8) years from the Grant Date, or such shorter period as may be determined by the Board / Committee from time to time.
g) Options Exercised Not Applicable at this stage
h) Money realized by exercise of options Not Applicable at this stage
i) Options lapsed Not Applicable at this stage

Registered & Corporate Office: Global Gateway Towers, Near Guru Dronacharya Metro Station,

MG Road, Gurugram-122002, Haryana

| j) | Brief details of significant terms | The Options granted under the Scheme would vest not earlier than the minimum Vesting Period of 1 (One) year.

The Committee subject to minimum and maximum ceiling of vesting period shall have the power to prescribe the vesting schedule for a particular Grant.

Options to the eligible Employees can be given in one or more tranches, from time to time.

The Exercise Price will be decided by the Committee at the time of Grant and will be linked with the Market Price in accordance with Applicable Law.

However, in any case, the Exercise Price shall not go below the par value of the Share of the Company. |
| --- | --- | --- |
| k) | Total number of shares arising as a result of exercise of options | 50,000 |
| l) | Subsequent changes/cancellation/exercise of such Options | Not Applicable at this stage |
| m) | Diluted earnings per share pursuant to issue of equity shares on exercise of Options | Not Applicable at this stage |

Annexure B

Details of Stock Appreciation Rights Plan, 2026 ("SAR Scheme, 2026" or "SAR Scheme")

Sr. No. Particulars Details
a) Brief details of SARs granted The SAR Scheme, 2026 contemplates grant of 1,25,000 SARs for the benefit of such employees as designated by the Company under the said SAR scheme 2026.
The performance appraisal and selection process of eligible employees and grants to be made shall be governed by mandatory performance criteria, which shall consist of a combination of both corporate and individual performance metrics at the time of Grant and individual performance metrics at the time of vesting.
b) Whether the scheme is in terms of SEBI (SBEB & SE) Regulations, 2021 Yes
c) Total number of Shares covered by these SARs Not Applicable
d) Pricing formula As determined by the Board/Nomination and Remuneration Committee (Committee) at the time of grant.
e) SARs vested Not Applicable at this stage
f) Time within which SAR may be exercised The Exercise Period shall commence on the date of vesting of first tranche and shall not extend beyond eight (8) years from the Grant Date, or such shorter period as may be determined by the Board / Committee from time to time.
g) SAR exercised Not Applicable at this stage
h) money realized by exercise of SARs Not Applicable at this stage

Registered & Corporate Office: Global Gateway Towers, Near Guru Dronacharya Metro Station,

MG Road, Gurugram-122002, Haryana

i) The total number of shares arising as a result of exercise of SARs Not Applicable
j) SAR lapsed Not Applicable at this stage
k) Variation of terms of SARs Not Applicable at this stage
l) Brief details of significant terms The SARs granted under the Scheme would Vest not earlier than the minimum Vesting Period of 1 (One) year.
The Committee subject to minimum and maximum ceiling of vesting period shall have the power to prescribe the vesting schedule for a particular Grant.
SARs to the eligible Employees can be given in one or more tranches, from time to time.
m) Subsequent changes or cancellation or exercise of such SARs Not Applicable at this stage
n) Diluted earnings per share pursuant to issue of equity shares on exercise of SARs Not Applicable at this stage

Annexure C

Buyback of Equity Shares

Sr. No. Particulars Details
a) Number of securities proposed for buyback Buyback of up to 5,00,000 (Five Lakhs) Equity Shares
b) Number of securities proposed for buyback as a percentage of existing paid-up capital Buyback of up to 5,00,000 (Five Lakhs) fully paid-up equity shares of face value of Rs. 2/- (Rupees Two Only), representing 1.11% of the total paid up equity share capital of the Company.
c) Buyback price Rs. 1,400/- (Rupees Fourteen Hundred only) per Equity Share
d) Actual securities in number and percentage of existing paid-up capital bought back Buyback of up to 5,00,000 (Five Lakhs) Equity Shares aggregating up to 1.11% of the total number of Equity Shares in the existing total paid-up equity share capital of the Company.
However, the actual number of equity shares and percentage of the existing paid-up capital bought back shall be ascertained following completion of the buyback.
e) Pre & Post shareholding pattern The pre-buyback shareholding pattern is attached as Annexure C.1
The post-buyback shareholding pattern of the Company shall be ascertained following completion of the buyback.

Annexure C.1

Pre-Buyback Shareholding Pattern of the Company as on May 15, 2026

Sr. No. Shareholder Category No. of Shareholders Number of Shares % shareholding
1. Promoter and Promoter Group 21 31425468 69.71
2. Indian Financial Institutions/ Banks/ Mutual Funds
Indian Financial Institutions 0 0 0
Banks 0 0 0
Mutual Funds 8 7379603 16.37
Alternate Investment Funds 3 24340 0.05
Insurance Companies 2 1128664 2.5
Sub Total 13 8532607 18.92
3. FII/ FPI/ NRIs/ ADRs/ Foreign Nationals and OCB
FII/FPI 56 836643 1.86
NRIs 1104 171183 0.38
ADRs
Foreign Nationals and Overseas Corporate Bodies
Other
Sub Total 1160 1007826 2.24
4. Indian Public, Corporates and others 38139 4112423 9.13
Total 39333 45078324 100

Annexure D

Particulars Details of Mr. K.B. Kejariwal
a) Reasons for change viz appointment/ reappointment, resignation, removal, death or otherwise Otherwise
Mr. K.B. Kejariwal, Senior Management Personnel of the Company, retired from the Company upon attaining superannuation.
b) Date of Appointment/ Reappointment & term of appointment/ reappointment or otherwise close of business hours on 31st March, 2026
c) Brief Profile (in case of appointment) Not Applicable
d) Disclosure of relationship between directors (in case of appointment of a director) Not Applicable

Annexure E

Particulars Details of M/s. N Khandelwal & Co. (Cost Auditor)
a) Reasons for change viz appointment/ reappointment, resignation, removal, death or otherwise Re-appointment of M/s. N. Khandelwal & Co. as Cost Auditors of the Company
b) Date of Appointment/ Re-appointment & term of appointment/ reappointment or otherwise 19th May, 2026
c) Brief Profile (in case of appointment) N Khandelwal & Co., Cost Accountants is a proprietorship firm of Cost Accountants of India. The main aim of firm is to provide better and quality services by maintaining high standards of professionalism and integrity. Nitin Khandelwal is the proprietor of M/S N Khandelwal & Co. He is an Associate Member of the Institute of Cost Accountants of India. Holder of Certificate of Practice of ICMAI. He has more than 16 years of post-qualification experience in Cost Accounting, Financial Accounting and Audit in reputed organization.
d) Disclosure of relationship between directors (in case of appointment of a director Not Applicable

Annexure F

Particulars Disclosure with respect to incorporation/acquisition of Wholly Owned Subsidiary in Brazil Disclosure with respect to incorporation/acquisition of Wholly Owned Subsidiary in Europe
a) Name of the entity, date & country of incorporation, etc. Proposed Name: Yet to be finalised as this is a blanket approval. We are exploring the option whether this will be incorporation/ acquisition of WOS or JV, as per the law of said country
Country: Brazil Proposed Name: Yet to be finalised as this is a blanket approval. We are exploring the option whether this will be incorporation/ acquisition of WOS or JV, as per the law of said country.
Country: European Country
b) Name of holding company of the incorporated company and relation with the listed entity Both Companies shall be wholly owned subsidiaries of the Company (Dhanuka Agritech Limited)
c) Industry to which the entity being incorporated belongs Agro-chemical business, the proposed Companies shall carry the business similar to the Company
d) Brief background about the entity incorporated in terms of products/line of business The set up Wholly Owned Subsidiaries/acquisition of shares of a Company outside India will be to support and facilitate the growth of the Company's business outside India (in European country and Brazil, mainly for transferring of ownership of Brands acquired from Bayer and registering various other products in the Company's name), subject to applicable laws and regulatory approvals. The initial limit for the investment in these entities will be Rs. 1 crore each entity which may be increased as per the business requirements subject to the approval of the Board.
e) Brief details of any governmental or regulatory approvals required for the incorporation Not Applicable and subject to the applicable laws of Brazil and Europe
f) Nature of consideration - whether cash consideration or share swap and details of the same 100% subscription to the share capital of both the subsidiaries in cash and capital contribution will be remitted through banking channels
g) Cost of subscription/price at which the shares are subscribed Upto Rs. 1 Crore each
h) Percentage of shareholding/control by the listed entity and/or number of shares allotted 100%