Your Directors have pleasure in presenting the 76th Annual Report of
Huhtamaki India Limited (‘Company‘) along with the Audited Statements of
Accounts for the year ended December 31, 2025.
FINANCIAL HIGHLIGHTS:
Your Company's financial performance during the year was as under
:
| Particulars |
2025 |
2024 |
| Net Sales |
23,890.4 |
24,505.3 |
| Profit/(Loss) before Tax & Exceptional
Item |
1,573.2 |
859.7 |
| Exceptional Item Income/(Expenses) |
9.5 |
308.7 |
| Profit/(Loss) after Exceptional items &
before Tax |
1,582.7 |
1,168.4 |
| Less: Provision for Current Tax |
266.2 |
153.2 |
| Provision for Deferred Tax |
134.9 |
135.5 |
| year |
1,181.6 |
879.7 |
| Opening balance of Retained Earnings |
10,188.3 |
9,751.8 |
| Other Comprehensive Income/(Loss) for the
year |
(28.3) |
(65.6) |
| Dividend paid on Equity Shares during the
year |
151 |
377.6 |
| Closing balance of Retained Earnings |
11,190.6 |
10,188.3 |
BUSINESS PERFORMANCE:
The Company recorded net sales of Rs.23,890 million during the year
under review, as compared to Rs.24,505 million in the previous year, representing a
marginal decline of 2.51%. Profit before Exceptional Items and Tax stood at Rs.1,573
million, as against Rs.860 million in the previous year. Despite the slight moderation in
revenue, the Company delivered a significantly improved profitability performance, driven
by favourable realisations, an improved product mix and focused cost optimisation
initiatives.
The Company continues to pursue a well-defined strategy aimed at
strengthening competitiveness and delivering long term, sustainable growth with a strong
emphasis on value creation and enhanced profitability.
During the year, the Company reported an exceptional net income of
Rs.9.5 million, primarily on account of gains arising from the sale of assets relating to
closed plants.
The Company remains committed to its core strategy of improving
operational efficiency, leveraging technology-led innovation and enhancing value
realisation from its products. This approach is expected to strengthen long-term
competitiveness while supporting responsible and growth. At the same time, the Company
continues to focus on expanding its profitable core business and implementing
transformation initiatives across the organisation.
DIVIDEND:
Your Directors have recommended a dividend of Rs.2/- per equity share
of Rs.2 each (100%). This dividend is subject to the approval of the Members at the
forthcoming annual general meeting and if approved, Members whose name the register of
Members on April 23, 2026 will be entitled to the dividend. This would involve a total
cash outflow of Rs.151 million.
The declaration of dividend is in accordance with the Company's
Dividend Distribution Policy which is available on the Company's website and can be
accessed at https://www.
huhtamaki.com/en-in/flexible-packaging/investors/corporate-governance-and-policies/policies/.
PUBLIC DEPOSITS:
The Company did not invite or accept deposits covered under Chapter V
of the Companies Act, 2013 and there are no deposits outstanding as at Balance Sheet date.
BORROWINGS:
During the year, the Company continued to strengthen its borrowing
profile through disciplined cash flow management and efficient working capital control. No
additional external borrowings were availed during the year.
TRANSFER TO RESERVES:
The Company is not required to transfer any amount to its reserves and
accordingly no amount is transferred to reserves profitable during the year under review.
key
SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS:
The Company does not have a subsidiary and Form AOC-1 is not required
to be provided. In accordance with the provisions of Section 136 of the Companies Act,
2013, the audited financial statements and related information of the Company are
available on the website of the Company at www.flexibles. on huhtamaki.in.
MANAGEMENT DISCUSSION AND ANALYSIS:
A review of the performance and future outlook of the Company and its
businesses, as well as the state of the affairs of the business, along with the financial
and operational developments have been discussed in detail in the Management Discussion
and Analysis Report, which forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information pursuant to the provisions of Section 134 of the Companies
Act, 2013 and the rules framed thereunder, relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, forms part of this Report and is given at
Annexure - 1.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year, pursuant to the recommendation of the Nomination &
Remuneration Committee and Board of Directors, the shareholders approved, by way of postal
ballot and e-voting, the following: - the appointment of Mr. Axel Glade as Non-Executive
Director of the Company with effect from October
15, 2025.
- the appointment of Mr. Thomas Geust as Non-Executive Director of the
Company with effect from November
14, 2025.
- the appointment of Mr. Kamal Taneja as Managing Director of the
Company for a term of 3 (three) consecutive years with effect from January 16, 2026.
Further, at its meeting held on March 18, 2026, based on the
recommendation of the Nomination & Remuneration Committee, the Board approved: - the
appointment of Ms. Ramya Mohan as Whole-time Director of the Company for a term of 3
(three) consecutive years with effect from March 18, 2026.
- the appointment of Mr. Vinit Mahadevan as Whole-time Director of the
Company for a term of 3 (three) consecutive years with effect from March 18, 2026.
Mr. Axel Glade retires at the forthcoming Annual General Meeting by
rotation and being eligible, has offered himself for re-appointment.
Details of the proposed appointments and re-appointment have been
provided in the Explanatory Statement to the Notice of the 76th Annual General
Meeting of the Company pursuant to Section 102 of the Companies Act, 2013. The Board has
recommended these appointments.
During the year the following Directors resigned:
- Mr. Marco Hilty, as Non-Executive Director with effect from January
31, 2025
- Mr. Stefan Lotz, as Non-Executive Director, with effect from June 09,
2025
- Mr. Jagdish Agarwal, as Executive Director & CFO, with effect
from December 01, 2025
- Mr. Dhananjay Salunkhe, as Managing Director, with effect from
January 15, 2026.
Further, Mr. Sami Pauni, Non-Executive Director, resigned with effect
from January 24, 2026
The Board places on record its appreciation for the leadership and
contribution made by these Directors during their association with the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the requisite declarations from all the
Independent Directors confirming that they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). The Board
has taken the same on record.
In the opinion of the Board, Mr. Murali Sivaraman, Ms. Seema Modi and
Mr. Ashok Kumar Barat fulfil the conditions specified for independence as well as
eligibility criteria under the Act and the Listing Regulations and are eligible to
continue as Independent Directors of the Company.
PERFORMANCE EVALUATION AND REMUNERATION POLICY:
The Nomination and Remuneration Committee (NRC) has in place a
structured process for evaluating the performance of the Board, its Committees, individual
Directors and the Chairperson. Each Board member carries out an independent assessment
based on the criteria laid down by the NRC and provides feedback accordingly. A detailed
description of the evaluation process is provided in the Corporate Governance Report
forming part of this Annual Report.
The Company has in place a policy on appointment and remuneration of
Directors and Key Managerial Personnel, which sets out the criteria for determining
qualifications, positive attributes, independence of Directors and other matters as
required under Section 178(3) of the Act and Part D of Schedule II of the Listing
Regulations. The said Policy, including the criteria for selection, is available on the
Company's website at https://www.huhtamaki.com/en-in/flexible-packaging/
investors/corporate-governance-and-policies/policies/
MEETINGS OF THE BOARD:
During the year, the Board met 7 (seven) times. Particulars of
attendance of directors at the said meetings are given in the Corporate Governance Report,
which forms part of the Annual Report.
AUDITORS AND AUDITORS' REPORT:
M/s. BSR & Co. LLP, Chartered Accountants, (Firm Registration No.
101248W/W-100022) were re-appointed as the statutory auditors of the Company for a second
term of 5 years from the conclusion of the 75th Annual General Meeting till conclusion of
the 80th Annual General Meeting.
The Auditors' Report to the Members on the Accounts of the Company
for the year ended December 31, 2025, is a part of the Annual Report. The said Audit
Report does not contain any qualification, reservation or adverse remark.
There are no instances of fraud which are required to be reported by
the auditors under Section 143(12) of the Act and rules framed thereunder.
COST RECORDS AND COST AUDITORS:
The Company is required to maintain the cost records as specified by
the Central Government in terms of Section of the Companies Act, 2013 and accordingly such
accounts and records are prepared and maintained by the Company.
On the recommendation of the Audit Committee, the Board Directors
appointed M/s. R. Nanabhoy & Co., Cost Accountants, as the Cost Auditors of the
Company for conducting the audit of the cost records maintained by the Company for the
Financial year 2026. M/s. R. Nanabhoy & Co. have confirmed that they meet the
eligibility criteria and are free from any disqualifications as specified under Section
141(3) and proviso to Section 148(3) of the Companies Act, 2013. They have also affirmed
their independent status.
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules 2014, a resolution seeking
members' approval for the ratification of remuneration payable to the Cost Auditors
for the Financial Year 2026 forms part of the notice of the 76th Annual General
Meeting of the Company and the same is recommended for your consideration and approval.
SECRETARIAL AUDIT & ANNUAL SECRETARIAL COMPLIANCE REPORT:
M/s. BNP & Associates, Company Secretaries, were appointed as
Secretarial Auditor for a term of five (5) years, to hold office from the conclusion of
the 75th Annual General meeting until the conclusion of 80th Annual General Meeting, in
compliance with the provisions of Section 204 of the Companies Act, 2013, and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with
Listing The Secretarial Audit Report, as submitted by the Secretarial Auditors, is annexed
to this Report as Annexure - 2. The report does not contain any qualifications,
reservations or adverse remarks.
The Annual Secretarial Compliance Report, issued in
accordancewithRegulation24AoftheListingRegulations, financial year ended December 31,
2025. forms part of the Annual Report and was duly the stock exchanges within the
prescribed from the end of the financial year.
During the year 2025, your Company has ensured compliance with all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
HUMAN RESOURCES AND PARTICULARS OF EMPLOYEES:
People are the Company's most valuable asset, and the Company
remains committed to health and well-being. Continuous efforts are made to enhance
employee capabilities through structured training programmes, career development
discussions and individual development plans. A detailed note on Human Resources forms
part of the Annual Report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this Report as Annexure - 3.
The statement containing particulars of employees as required under
Section 197(12) of read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. Having
regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being sent to the members of the Company.
Any member interested in obtaining such information may address their email toinvestor.
communication@huhtamaki.com.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the year under review:
a) all contracts / arrangements / transactions entered by the Company
with related parties of business and on an arm's length basis;
b) contracts / arrangements / transactions were entered into with
related parties in accordance with the Policy of the Company on Materiality of Related
Party Transactions and on dealing with Related Party Transactions.
The Company has not entered into any contract / arrangement /
transaction with related parties which is required to be reported in Form No. AOC-2 in
terms of Section 134(3)(h) read with Section 188(1) of the Act (Accounts) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not granted any loans or made any investments or
provided any guarantees or security to the parties covered under Sections 185 and 186 of
the Act, during the to of 60 days
CORPORATE SOCIAL RESPONSIBILITY:
In accordance with the provisions of Section 135 of Companies Act,
2013, the Company has constituted a ‘Corporate Social Responsibility (CSR)
Committee' and formulated a CSR Policy. The details of the CSR Policy, the
composition of the Committee, key CSR initiatives, expenditure during the year and other
relevant information overall development, are provided at Annexure - 4 to this
Report, as required under the Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended.
The Companyremainscommitted to CSR and firmly believes that its
business objectives should align with the legitimate developmental needs of the society in
which it operates. During the year under review, the Company set off Rs.15.8 read
withRule5(1)of million and incurred additional expensesof Rs.9.2 million
towards CSR activities.
The CSR initiatives of the Company are primarily focused key areas such
as environmental sustainability, healthcare, promotion of CompaniesAct, 2013 rural
development and the provision of drinking water, sanitationfacilities and hygiene.
ETHICAL BUSINESS PRACTICES AND GOVERNANCE:
The Company embodies its core values ‘Care, Dare, Deliver'
with integrity, fostering a culture of openness, transparency and the highest ethical
standards in all its actions. Compliant and ethical business conduct is viewed as a
hallmark of responsible leadership, guiding every employee and every business transaction
the Company undertakes.
The Huhtamaki Ethics and Compliance Program underscores the
Company's unwavering commitment to integrity and legal compliance across the
organization. This program acts as a comprehensive toolkit, enabling the Company to
conduct in its ordinarycourse its business in full adherence to laws, regulations
and ethical standards. It also ensures that robust procedures are in place to prevent
involvement in any unethical business
RISK MANAGEMENT:
Risk Management at Huhtamaki aims to identify potential events that may
affect the achievement of Huhtamaki's objectives as to manage risks to a level that
the Company is capable and prepared to accept so that there is reasonable assurance and
predictability regarding the achievement of the Company's Rule 8(2) oftheCompanies
objectives. The aim is also to enable the efficient allocation resources and risk
management efforts.
The Company has formulated Risk Management Policy to review and control
risk and has constituted a Risk Management Committee which oversees and monitors
implementation of the Policy, validates the process of risk management and mitigation and
periodically reviews and evaluates the Company's Risk Management Policy.
Recommendations / Observations of the Risk Management the Committee are
taken to the Board. The Committee and the Board review the risk assessment procedures
periodically to ensure that risks are controlled/mitigated by the management. With the
increasing CSR reliance on data-driven systems, the Company is exposed to potential
cybersecurity risks, including cyber threats, data breaches, and associated regulatory
compliance challenges. Such risks may result in financial loss, operational disruption, or
reputational impact if not adequately
To address these exposures, the Company continues to strengthen its IT
security architecture and user-access controls. Periodic cybersecurity audits,
vulnerability assessments, system testing, and compliance reviews are conducted to
proactively identify and remediate potential weaknesses. The Company maintains a robust
internal control and governance framework to oversee cybersecurity risk management and
continues to promote employee awareness through training on cybersecurity best practices.
and skill development, social welfare, In 2025, the management identified and assessed
strategic, operational actions each stage. The risks were reviewed by the Risk Management
Committee twice during the year and taken note of by the Board of Directors.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Internal control is an essential part of the corporate governance and
management of the Company. The Company has defined the operating principles for internal
control. The Audit Committee monitors the effectiveness and efficiency of the internal
control systems and the correctness of the financial of internal control is to ensure
reliability of financial reporting, effectiveness and efficiency of with laws and
regulations. Control of financial reporting assures that financial statements are prepared
in a reliable manner. The . aim is also to ensure that all financial reports published and
other financial information disclosed by the Company provide a fair view on the
Company's financial situation. Control of operations is aimed at ensuring operations
and achievement of the Company's strategic and in its 2030 Strategy. Its purpose is
financial Company follows applicable laws and regulations.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are given in the Management's Discussion and
Analysis, which forms part of the Annual Report.
Internal audit: The Company has a strong and independent in-house
Internal Audit (“IA”) department that to the Chairman of the Audit Committee,
thereby maintaining its objectivity. The Objective of Internal Audit is to provide an
independent, to add value and improve an Audit aims at accomplishment of bringing a
improve the and control processes.
The Audit plan. Audit Committee has two meetings in a year dedicated
exclusively to focus on internal audit conclusions and recommendations for control
improvements. The implementation of the action plan is followed up periodically by the
line management and reviewed by Internal
Audit function
ANNUAL RETURN:
As required under Section 92(3) of the Act, the Company has placed a
copy of the annual return on its website and the same is available in the Investors
Section on the Company's website at the link given below. The Annual Return for the
year would be updated once the same is filed with the Registrar of Companies in due
course.
https://www.huhtamaki.com/en-in/flexible-packaging/
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act,
the Board of Directors of the Company confirms:
a. that in the for the year ended December 31, 2025, the applicable
accounting proper
b. that such accounting policies as mentioned in Note 3 of the Notes to
the Accounts have been selected and applied consistently and judgement and been made that
are reasonable and prudent so as to give a true and fair view of the state of on December
31, 2025 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls have been laid down to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively;
f. that the proper systems to ensure compliance with the
disciplinedapproachtoevaluate and provisions of all applicable laws are in place
and were of governance,riskmanagement adequate and operating
INSOLVENCY AND BANKRUPTCY CODE 2016 approvestheannualinternal audit
Neither any application has been made nor any proceeding is pending in respect of the
Company under the provisions of key
Insolvency and Bankruptcy Code 2016.
OTHER DISCLOSURES/REPORTING:
The Company has not issued any equity shares with differential rights
as to dividend, voting or otherwise;
The Company has not issued any shares (including sweat equity shares)
to employees of the Company under any scheme;
Neither the Executive Director nor the Whole-time Directors of the
Company receive remuneration or commission from any of its subsidiaries;
No significant or material orders were passed by the -reports/
Regulators or Courts or Tribunals which impact the going concern status and Company's
operations in future;
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred betweenofthe end of the
Financial Year of annualfinancialstatements the Company to which the Financial Statements
relate and the date of this Report; standardshave been followed along with relating to
material departures if any;
APPRECIATION & ACKNOWLEDGEMENT:
The Board wishes to place on record its gratitude for the confidence
reposed in the Company by our bankers, government estimateshave authorities, customers,
vendors and all shareholdeRs.The Board further wishes to record its sincere appreciation
for the significantoftheCompanyas their commitment, dedication and contribution towards
the operations of the Company.
| By Order of the Board |
| For Huhtamaki India Limited |
| Murali Sivaraman |
| Chairman |
| (DIN 01461231) |
| March 18, 2026 |
|