[INCLUDING MANAGEMENT DISCUSSION AND ANALYSIS]
DISCLOSURES IN TERMS OF THE PROVISIONS OF THE COMPANIES ACT, 2013 [‘‘THE
ACT''] AND SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
["SEBI LISTING REGULATIONS"]
Dear Members,
The Board of Directors of Hindalco Industries Limited pYour
Company" or "the Company"] is pleased to present the 67th [Sixty-
Seventh] Annual Report and the 6th [sixth] Integrated Annual Report
of your Company along with the audited financial statements for the financial year ["fy"]
ended March 31,2026. ["year under review"/"FY2025-26'].
A. Board of Directors ["Board"]
(i) Meetings of the Board
During the year under review, 5 [five] Meetings of the Board of
Directors were held. The details of the meetings of the Board of the Company held during
the FY 2025-26, along with the attendance of the Directors thereat, are provided in the
Corporate Governance Report forming part of this Integrated Annual Report.
The Board confirms that the maximum interval between any two
consecutive meetings during the year did not exceed 120 days, as prescribed under the Act
and the SEBI Listing Regulations.
As of March 31,2026, the Board comprised 12 [twelve] Directors,
including 4 [four] women Directors. Of the total Directors, 6 [six] were
Independent Directors, 5 [five] were Non-Executive Directors and a Managing
Director.
a) Appointments & Re-appointments
No changes were made to the composition of the Board of Directors
during the year under review.
b) Resignations & Retirements
Mr. Praveen Kumar Maheshwari [din: 0017436I] tendered his
resignation as a Whole Time Director with effect from the closing of business hours on
Wednesday, August 13, 2025.
Mr. Yazdi Piroj Dandiwala [din: 01055000J concluded his tenure
as an Independent Director with effect from the closing of business hours on Wednesday,
August 13, 2025, upon completion of his second term of 5 [five] years.
Your Directors place on record their sincere appreciation for the
valuable contributions made by Mr. Praveen Kumar Maheshwari and Mr. Yazdi Piroj Dandiwala
during their respective tenure on the Board. Their guidance, insights and commitment have
been instrumental in supporting the Company's growth, governance and strategic
direction.
c) Retirement by rotation
Mr. Kumar Mangalam Birla [din: 00012813] and Ms. Ananyashree
Birla [din: 06625036] are liable to retire by rotation at the ensuing 67th
Annual General Meeting pagm7 and being eligible, have offered themselves for
reappointment.
The resolutions for their re-appointment, along with their brief
profiles, form part of the Notice convening the 67th AGM.
(iii) Declaration of Independence
[S. 149(6),150(1) S Schedule IV of the Act along with rules thereunder
& R. 16(l)(b), 25(8) of SEBI Listing Regulations]
The Company has received declarations from all Independent Directors
confirming that they meet the criteria of independence as prescribed under the Act and the
SEBI Listing Regulations.
In the opinion of the Board, there has been no change in the
circumstances affecting the status of any Independent Director. The Board affirms that all
Independent Directors continue to meet the conditions of independence and are persons of
integrity, possessing the requisite expertise, experience and proficiency, as applicable.
Furthermore, all Independent Directors have duly registered their names
in the data bank maintained by the Indian Institute of Corporate Affairs, in accordance
with the applicable statutory requirements.
(iv) Board Evaluation
In accordance with the evaluation framework approved by the Nomination
& Remuneration Committee and the Board and pursuant to the provisions of the Act and
the SEBI Listing Regulations, the annual performance evaluation of the Board, its
Committees, the Individual
Directors and the Chairman was carried out for the FY 2025-26.
The evaluation methodology included detailed questionnaires covering
various parameters relevant to the Board and its Committees. A separate assessment was
also conducted to evaluate the performance of individual Directors.
At their separate meeting, the Independent Directors deliberated on the
performance evaluation of the Chairman, the other Directors, the Committees and the Board
as a whole.
The Board further strengthened the quality of forward- looking
strategic engagement during the year through its strategy session and focused business
deep-dives. This will remain a key area of focus in FY 2027, with continued emphasis on
enhancing preparedness for emerging opportunities and challenges.
Outcome of Evaluation
The Directors rated the Board highly across key parameters such as
experience, qualifications and diversity, and expressed overall satisfaction with the
effectiveness of its functioning, including the comprehensiveness of meeting agendas and
the Company's sustainability and digital strategies. Board processes were regarded as
efficient, disciplined and well supported. The Committees were similarly appreciated for
their composition, effectiveness and inclusive approach, while the Board composition was
considered well balanced with strong expertise across critical domains. The
Directors' knowledge, time commitment and valuable external perspectives were also
positively acknowledged. The Chairman's performance was commended, with the Board
noting his effective leadership and continued emphasis on active participation and
meaningful contributions from all Directors.
Based on the evaluation carried out, the Board concluded that the
overall performance of the Board, its Committees, Chairperson and other Directors were
effective and satisfactory.
B. Committeesof the Board
The Board of Directors has constituted 7 [Seven] Committees to assist
in discharging its responsibilities effectively. These include the Audit Committee,
Corporate Social Responsibility ["csr"] Committee, Risk Management &
Environment, Social & Governance ["rmsesg"] Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship Committee ["src"],
Prohibition of Insider Trading ["PIT"] Committee and the Executive Committee
["EC"[.
The Board, at its meeting held on May 22,2026, approved the renaming of
the Finance Committee as the Executive Committee to more accurately reflect its expanded
scope, responsibilities and decision making authority.
Reconstitution of the Board Committees:
The Board wishes to inform that during the year under review, the
Committees of the board were reconstituted, as detailed below:
| Name of Committee |
Inducted to the Committee w.e.f. August
13,2025 |
| 1 *Audit Committee |
Mr. Sudhir Mital |
| 2 *Nomination & Remuneration Committee |
Ms. Sukanya Kripalu |
| 3 *Corporate Social Responsibility Committee |
Dr. Vikas Balia |
| 4 A Executive Committee |
Mr. Sudhir Mital |
| 5 #Prohibition of Insider Trading Committee |
Ms. GeetikaAnand |
|
Mr. Bharat Goenka |
|
Mr. Samik Basu |
* Inducted in place of Mr. Yazdi Piroj Dandiwala.
* Inducted in place of Mr. Praveen Kumar Maheshwari.
* Inducted in place of Mr. Satish Pai and Mr. Yazdi Piroj Dandiwala.
The Board is also empowered to constitute additional functional
Committees, as and when required, based on the evolving needs of the business.
Detailed information regarding the composition, terms of reference,
number of meetings held and other relevant particulars of these Committees is provided in
the Corporate Governance Report, which forms an integral part of this Integrated Annual
Report.
C. Key Managerial Personnel ["kmp"]
[S. 2(51) and 203 of the Act along with mles thereunder]
During the period under review, the KMP of your Company were:
1. Mr. Satish Pai, Managing Director ["MD']\
2. Mr. Bharat Goenka, Chief Financial Officer ["CFO"];
3. Ms. Geetika Anand, Company Secretary & Compliance Officer.
Mr. Bharat Goenka was appointed as the CFO w.e.f from April 1, 2025.
D. Remuneration of Directors and Employees
[S. 136, S. 197(12) of the Acts Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
In accordance with the provisions of the Act, the names and other
particulars of the top 10 employees of the Company are required to be annexed to this
Report. Flowever, in line with the provisions of the Act, the Report and Accounts are
being sent to the Members of the Company excluding the said information.
Any member interested in obtaining such information may write to the
Company Secretary & Compliance Officer at hilinvestors(a)aditvabirla.com and the same
will be provided upon request.
Disclosures pertaining to remuneration and other details are attached
as Annexure I to this Report.
The Board of Directors has noted the reforms introduced under
applicable labour and employment laws from time to time. The Board has been apprised that
the management has assessed the impact of such changes on the Company's operations,
employees and compliance obligations. Wherever applicable, the Company has duly recognised
the related liabilities and implemented necessary processes, systems and controls to
ensure adherence to the revised statutory requirements. The Company confirms that it has
complied with the applicable labour laws and there are no material non compliances or
outstanding issues which are expected to adversely impact the financial position or
operations of the Company.
E. Employee Stock Option Schemes and Share Based Employee Benefits:
The Board remains committed to offering competitive and market-aligned
remuneration opportunities to its employees through a comprehensive mix of fixed pay,
annual incentives and long-term incentive ["lti'J. The Company's LTI
framework is designed to foster a culture of ownership, enable retention of
high-performing and critical talent in a competitive environment and align employee
performance with the Company's long-term strategic objectives and shareholder
interests.
While annual incentive plans recognize short-term performance outcomes,
LTI plans, particularly those involving employee ownership play a vital role in
reinforcing sustained value creation and a performance- driven culture. The Board
considers Stock options and Performance Stock Units [‘psus'] as strategic
long-term instruments that align employee interests with the Company's sustained
growth. These incentives enable employees to meaningfully participate in the value they
help create over time.
As part of this framework, the Company instituted the following
employee share-based incentive schemes:
a) Hindalco Industries Limited Employee Stock Option and Performance
Stock Unit Scheme 2022
["Scheme 2022']
b) Hindalco Industries Limited Employee Stock Option Scheme 2018
["Scheme 2018']
c) Stock Appreciation Rights ["sar 2018']
The aforesaid Schemes are administered, monitored and governed by the
NRC of the Board, in accordance with applicable laws and regulations. Any deviations or
exceptions to the standard grant and vesting framework require prior approval of the NRC.
During the year under review, the Company through Hindalco Employee
Welfare Trust [‘ewt] implemented cashless mode of exercise of vested employee
stock options, in accordance with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ["sebi sbeb Regulations"].
The cashless exercise mechanism enables eligible employees to exercise their Stock Options
and PSUs without requiring any upfront cash payment towards the exercise price and
applicable taxes. Under this mechanism, at the time of exercise, the EWT sells such number
of shares as may be required to recover the exercise price, applicable taxes and other
statutory obligations/charges and the balance shares, if any, are transferred to the
respective employees.
The details of Stock Options and PSUs granted pursuant to schemes and
the other disclosures in compliance with the provisions of the SEBI SBEB Regulations, are
available on your Company's website at www.hindalco.com.
A Certificate from the Secretarial Auditor, with respect to
implementation of your Company's ESOS, will be available at the ensuing AGM for
inspection by the Members.
F. Related Party Transactions ["rpt"]
[Section 134(3)(h) ? Rs. Section 188(1) of the Act ? Rs. Rule
8 of the Companies (Accounts) Rules, 2014 & R.23 of SEBI Listing Regulations, as
amended]
i. RPTsat Hindalco:
During the year under review, the Company entered into transactions
with related parties, including entities directly and/or indirectly controlled by members
of the Promoter and Promoter Group, in the ordinary course of business and on an
arm's length basis.
These transactions primarily pertain to the purchase and sale of goods
and services and are in compliance with the provisions of the Act, the SEBI Listing
Regulations and Indian Accounting Standards [-indas']24.
The related parties with whom the Company transacts contribute
significantly to operational efficiency and competitiveness. Such arrangements have
consistently enabled cost and quality advantages without compromising service levels and
are based on sound commercial principles. It is ensured that all transactions are
undertaken at competitive commercial terms, including pricing, manufacturing capabilities
and quality standards.
As part of the annual planning process, prior to the commencement of
the FY, the Company presents to the Audit Committee, the details of proposed RPTs,
including estimated volumes, pricing methodology and commercial terms, for its review and
approval. These details are also placed before the Board for their information. Directors
having any interest in the transactions abstain from participating in the discussions and
approvals related to such transactions.
Further, during the year under review, any new transactions or
modifications to previously approved arrangements were submitted for necessary
approval(s). The Audit Committee also undertakes a quarterly review of all RPTs to ensure
continued compliance and transparency.
To further strengthen monitoring and governance, the Company has
implemented and internally developed a digital compliance tool [Ekaayan] for real time
tracking of RPT, based on unique identification of Related Parties ["RPs"] through
their PAN. The tool enables monitoring of approved thresholds vis a vis actual
transactions and facilitates timely identification of exceptions and deviations. It also
provides visibility of any new RPTs undertaken with existing or new RPs, thereby enhancing
internal controls and oversight.
The system generates alerts upon utilisation of defined thresholds,
enabling proactive monitoring and ensuring adherence to sanctioned limits. The Company is
also in the process of further strengthening the system by implementing controls to
restrict transactions with RPs where requisite approvals or limits are not in place.
ii. Policy:
The Policy establishes a comprehensive framework for the
identification, approval and monitoring of RPTs, including those undertaken at the
subsidiary level, as applicable, with oversight extending to transactions evaluated on a
consolidated basis. This ensures a harmonised and consistent approach to RPT governance
across the Company and its subsidiaries. The Policy on RPT has been revised and approved
by the Board on May 22,2026, to align with recent amendments to the SEBI Listing
Regulations and the provisions of the Income tax Act, 2025.
The RPT Policy is available on the Company's website at
www.hindalco.com.
iii. Review:
During the year under review, all RPTs entered by the Company were in
the ordinary course of business and conducted on an arm's length basis. These
transactions were reviewed and approved by the Audit Committee, which also granted omnibus
approvals for recurring transactions that met the prescribed criteria. The Audit Committee
continues to monitor RPTs on a quarterly basis to ensure transparency and compliance with
applicable regulations.
There were no materially significant RPTs during the year that could
have had a potential conflict with the interests of the Company at large. There were no
contracts/ arrangements with related parties referred to under provisions of the Act,
which required Board's approval.
During the year, the Company obtained Shareholders' approval for
material RPTs in accordance with SEBl Listing Regulations.
As part of its internal governance framework, the Company undertakes
continuous monitoring of RPTs, including continuous review of utilisation vis a vis
approved thresholds and periodic assessment of transactions against approved limits. The
system generates alerts upon utilisation of 70% [seventy] of the approved
thresholds, enabling timely monitoring and ensuring adherence to sanctioned limits.
In accordance with applicable regulatory requirements and Industry
Standard Forum, detailed information relating to such RPTs including nature of
transactions, pricing rationale, arm's length assessment and commercial terms is
verified and placed before the Audit Committee for its review and approval.
Further, in line with regulatory and internal governance practices,
certification is obtained from the MD and the CFO confirming that all RPTs are in the best
interest of the Company.
iv. Statutory Disclosures:
The details of the RPTs as per IND AS 24 are set out in Note no. 30 to
the standalone and consolidated financial statements, which form a part of this Integrated
Annual Report.
The Company, in terms of the Regulation 23(9) of SEBl Listing
Regulations submits on the date of publication of its standalone and consolidated
financial results for the half year, disclosures of RPTs, in the format specified by the
Securities and Exchange Board of India ["sebi"]. The said disclosures are
available on www.nseindia.com & www.bseindia.com.
All related party transactions entered into by the Company during FY
2025-26 were in the ordinary course of business and on an arm's length basis.
Accordingly, the provisions of Section 188(1) of the Act were not applicable.
Consequently, disclosure of particulars of such contracts or arrangements in Form AOC-2 is
not required and does not form part of this Report.
The Board reaffirms the Company's commitment to upholding the
highest standards of corporate governance and ethical conduct in all its dealings,
including those involving related parties.
G. Dividend Distribution Policy
[r. H3A of sebi Listing Regulations]
Your Company has formulated a Dividend Distribution Policy, with an
objective to provide a clear framework for dividend declaration and distribution, thereby
enabling stakeholders to understand the guiding principles and factors considered by the
Board while determining the dividend pay-out.
The policy outlines various financial and non-financial parameters,
including the Company's profitability, cash flow position, future capital
requirements and overall economic environment, among others.
The policy is annexed as Annexure II to this Report and is also
available on the website of your Company at www.hindalco.com.
H. Subsidiary, Associates & Joint Venture Companies
[S,129(3) S S,136 of the Act read with Rule 8(1) of Companies
(Accounts) Rules, 2014]
I. Subsidiary, Associates and Joint Venture Companies:
During the year, changes in the subsidiary structure of the Company
were effected as a result of certain acquisitions. 2 [Two] new subsidiaries were
formed during the year pursuant to the acquisitions, while 10 [ten] entities ceased
to be subsidiaries, resulting in the total number of subsidiaries standing at 55
[fifty-five] as at the end of the year.
Further, consequent to the incorporation of 4 [four] Limited Liability
Partnerships [llps] the number of associates and joint venture increased from 15
[fifteen] to 19 [nineteen],
i. Companies/bodies corporate which became subsidiary during the
financial year 2025-26:
| Name of the Company/Body Corporate |
| 1 Aditya Holdings LLC1 |
| 2 EMIL Mines and Mineral Resources Limited2 |
The details of transactions are as follows:
^.V. Minerals (Netherlands) N.V., a wholly owned subsidiary of the
Company acquired 100 % stake in a Company namely Aditya Holdings LLC [Mitya] on June 19,
2025, thereby making it a step-down wholly owned subsidiary of the Company.
Further Aditya entered into a definitive agreement to acquire 100%
stake in AluChem Companies, Inc., subject to receipt of requisite regulatory approvals and
fulfilment of customary closing conditions. In this regard, filings were made with the
Committee on Foreign Investment in the United States ["cfius"] and the review
process commenced in accordance with applicable statutory requirements. The transaction
will be consummated upon receipt of CFIUS approval.
2EMIL Mines and Mineral Resources Limited became a wholly owned
subsidiary of the Company w.e.f December 1, 2025.
ii. Companies/bodies corporate which ceased to be subsidiary during the
financial year 2025-26:
| Name of the Company/Body Corporate |
| 1 Novelis South America Holdings LLC |
| 2 Novel is PAE SAS |
| 3 Novelis Services (North America) Inc. |
| 4 Novelis Services (Europe) Inc. |
| 5 Novelis ALR Rolled Products, LLC |
| 6 Novelis ALR Rolled Products Sales Corporation |
| 7 Novelis ALR Recycling of Ohio, LLC |
| 8 Novelis ALR Aluminum LLC |
| 9 Aleris Aluminum Japan, Ltd. |
| 10 Novelis Vietnam Company Limited |
iii. Companies/bodies corporate which became joint venture or
associate during the financial year 2025-26:
| Name of the Company/Body Corporate |
| 1 Renukeshwar Estates LLP |
| 2 Mangalyaan Estates LLP |
| 3 Shambhavnath Estates LLP |
| 4 Chandanprabhu Estates LLP |
iv. Companies/bodies corporate which ceased to be joint venture or
associate during the financial year 2025-26: NIL
A statement containing the salient features of the financial statements
of the Company's subsidiaries, associates and joint ventures, in Form AOC-1, is
annexed as Annexure III to this Report.
2. Material Subsidiaries:
Your Company has adopted a Policy on Determination of Material
Subsidiaries in accordance with the SEBI Listing Regulations. The Policy provides the
framework for identification of material subsidiaries and lays down the governance
requirements applicable to such entities.
The policy is available on the Company's website at
www.hindalco.com
For the FY 2025-26, the following unlisted subsidiaries have been
identified as material subsidiaries of your Company:
| Name of the Material unlisted subsidiaries |
| 1 Utkal Alumina International Limited: |
| 2 Novelis Corporation; |
| 3 Novelis Inc; |
| 4 Novelis Deutschland GmbH; |
| 5 Novelis ALR Aluminum Holdings Corporation; |
| 6 Novelis ALR International, Inc. |
The Company did not have any material listed subsidiary during the year
under review.
Standalone and Consolidated Audited Financial Statements and related
information of your Company and Audited Financial Statements of your Company's
subsidiaries are available on your website at www.hindalco.com.
I. Corporate Social Responsibility
[S. 135 of the Act read with Companies (Corporate Social Responsibility
Policy) Rules, 2014]
The Board reaffirms that for every Company within the Aditya Birla
Group, outreach to underserved communities is an integral part of our ethos. We are guided
by the principle of trusteeship, which calls upon us to go beyond business interests and
actively engage with the challenges that impact the quality of life in these communities.
It is our belief that meaningful and sustained efforts in this
direction not only reflect our values but also contribute to inclusive development.
Through our initiatives, we strive to make a tangible difference in the lives of those who
need it most.
The Aditya Birla CSR Centre for Excellence, a joint initiative of the
Federation of Indian Chambers of Commerce and Industry ["Fleet"] and the Aditya
Birla Group, was established in 2010 as India's first dedicated Centre of Excellence
for CSR. The Centre serves as a comprehensive resource platform addressing the evolving
needs of the CSR ecosystem in India.
Mrs. Rajashree Birla, Chairperson of the Centre, has been instrumental
in its conceptualization and growth. Under her leadership, the Centre promotes knowledge
exchange, research, policy advocacy, capacity building and partnerships, while advancing
responsible and inclusive business practices. The Centre continues to strengthen its focus
on community development, livelihood enhancement and improving the socioeconomic
well-being of underserved communities across the country. In alignment with the United
Nations Sustainable Development Goals, our endeavor is to lift the burden of poverty that
weighs heavily on the underserved and to foster inclusive growth.
We believe that by building a better and more sustainable way of life
for the weaker and marginalized sections of society, we can truly enrich lives. Our
mission is to be a force for good driven by compassion, responsibility and a deep
commitment to social equity.
The Board of your Company has constituted a CSR Committee, chaired by
Mrs. Rajashree Birla. The other members of the Committee include Dr. Vikas Balia and Mr.
Sudhir Mital, Independent Directors and
Mr. Satish Pai, Managing Director and Dr. Pragnya Ram, Group Executive
President, Group Head, CSR, Legacy Documentation 0 Archives & Corporate Communication,
is a permanent invitee to the Committee.
Your Company has in place a comprehensive CSR Policy, which outlines
its approach and commitment to social development. The policy is available on the
Company's website at www.hindalco.com.
As a responsible corporate citizen, your Company places strong emphasis
on the holistic development of communities in and around its areas of operation. During
the year under review, the Company identified and implemented several impactful projects
across key focus areas such as:
a) Social Empowerment and Welfare
b) Infrastructure Development
c) Sustainable Livelihood
d) Healthcare
e) Education
These initiatives were undertaken in collaboration with local
stakeholders, particularly in villages surrounding the Company's plant locations.
During the year under review, the Company introduced village-level Key
Performance Indicators f"KP/"j for select CSR projects, with a view to
strengthening outcome-based monitoring and enhancing the effectiveness of programme
implementation. These KPIs have enabled project-level and community-specific assessment of
impact, improved tracking of progress against defined objectives and supported data-driven
decision-making at the grassroots level, thereby reinforcing the Company's commitment
to accountability, transparency and sustainable community development.
During the FY 2025-26, the Company continued its commitment to
inclusive and sustainable development through various CSR initiatives. In line with the
approved annual CSR plan, the Company's CSR obligation was Rs. 121.18 Crore [Rupees
One Hundred Twenty-One Crore and Eighteen Lakh only] and have spent a total of Rs.
90.14 Crore [Rupees Ninety Crores & Fourteen Lakhs only] on CSR activities.
The Company's CSR Obligation was utilized towards both Ongoing
Projects and Other than Ongoing Projects. Additionally, an amount of Rs. 32.00 crore
[Rupees Thirty-Two crores only] was transferred to the Unspent CSR Account, in
accordance with statutory requirements, specifically earmarked for Ongoing Projects.
The Board remains committed to ensuring that the Company's CSR
efforts create meaningful and lasting impact in the communities we serve.
The Annual Report on CSR Activities, as required under the Act and the
applicable rules, is annexed to this Report as Annexure IV.
Furthermore, a detailed Social Report, providing a comprehensive
overview of the Company's community development initiatives and their impact, forms
part of this Integrated Annual Report.
J. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
[S. 134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014]
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo is given in Annexure V to this Board's Report,
which forms part of this report.
K. Risk Management ]s.i34(3)(n) of the Act dr. 21 o{sebi
Listing Regulations]
Pursuant to the requirement of SEBI Listing Regulations, the Company
constituted RM & ESG Committee which is mandated to review the risk management
plan/process of the Company.
The Company has an Enterprise Risk Management ["erm"] Policy
in place and the same is regularly reviewed by RM & ESG Committee. The policy is
applicable across all our operations and is uploaded on the website of the Company at
www.hindalco.com.
A risk governance framework has been established, that enables
proactive decision making and enhances organizational resilience. The committee meets
every quarter and provides strategic guidance and oversight for effective risk management,
including monitoring the Company's overall risk exposure. The committee ensures that
appropriate methodology, processes and systems are in place to identify, evaluate, monitor
and review the risks associated with the business of the Company. The committee also
periodically reviews the adequacy and effectiveness of risk management practices and
mitigation actions deployed by the management for managing key risks to the achievement of
business objectives. We also have Risk Steering Committee and Plant Risk Committee
comprising senior leadership, including direct reports of Managing Director, plant heads
and functional heads. These committees provide structured oversight to ensure systematic
identification, assessment, mitigation and periodic review of risks at business, plant and
functional levels. Clear ownership is established through the mapping of Risk Owners,
Mitigation Owners, Risk Champions and Risk Coordinators from the business, enabling
effective risk management, timely interventions and accountability across levels.
Hindalco ERM framework is aligned with globally recognized frameworks
including The Committee of Sponsoring Organizations of the Treadway Commission,
International Organization for Standardization 31000 and is benchmarked against leading
industry practices. The framework is tailored to the Company's business context and
objectives and is fully integrated with its strategic priorities. The Central ERM team is
responsible for the design, facilitation and implementation of the ERM process, while
ownership and accountability for managing risks rest with the respective businesses and
functions, central team ensures that risks are effectively identified, assessed, mitigated
and monitored at the appropriate levels.
The Chief Risk Officer ["cro"] is responsible for the
functioning of enterprise risk management and heads the central risk management team. The
latter is the custodian of the risk management process at all locations. To manage the
risks at the grassroots we have an established team structure at cluster, plant and
department levels. These teams are responsible for implementing risk mitigation plans and
report to the Risk Management Head at regular intervals. The ERM process being data
intensive, an advanced IT system has been deployed across the organization for management
of risks through real time dashboards.
The digital platform supports risk analytics, monitoring and reporting
through real time dashboards, enabling informed decision-making. By leveraging a single,
standardized ERM framework across the entire risk lifecycle, the system promotes
consistency, transparency and the development of a common risk language and culture across
the organization.
The year was marked by significant disruption in the global business
environment, driven by geopolitical developments, policy shifts, climate-related risks,
supply chain disruptions and heightened exposure to emerging risks such as artificial
intelligence and cybersecurity.
Against this backdrop, the Company remained vigilant to the evolving
macroeconomic conditions, geopolitical dynamics, ESG landscape and global financial market
sentiments, enabling proactive risk management during FY 2025-26. The systematic
identification, monitoring and review of key risk indicators, supported by well-defined
mitigation plans, strengthened the Company's resilience to uncertainties and enabled
it to sustain performance in a challenging environment. The risk management framework is
audited internally and externally as part of Integrated Management System
["IMS"] audits, providing independent assurance on adequacy and
effectiveness on risk management process and systems. In addition, the Company regularly
monitors and evaluates existing and emerging risks and opportunities.
During the year, the Company advanced its Digital Personal Data
Protection framework in line with the Digital Personal Data Protection Act, 2023 read
along with Digital Personal Data Protection Rules, 2025.
Key actions included completion of a privacy gap assessment, deployment
of a centralized Data Privacy Management Platform and rollout of updated privacy notices
and cookie consent mechanisms across 6 [six] websites. Privacy awareness was reinforced
through an annual Privacy Month. Data inventory revalidation is underway, with plans to
institute a Privacy Committee, nominate Privacy Champions and undertake Data Protection
Impact Assessments for high risk applications to strengthen regulatory preparedness and
data governance.
L. Vigil Mechanism [1st proviso to section 177(10) of
the Act]
Your Company has established a robust Vigil Mechanism, which is
implemented through its Whistle Blower Policy, to enable Directors and employees to report
genuine concerns regarding unethical behavior, actual or suspected fraud, or violations of
the Company's Code of Conduct.
The Audit Committee reviews the whistle blower cases reported in the
Aditya Birla G roup's internal hotline number on a quarterly basis. Further, the
Company has put in place all adequate systems and all employees have access to the Company
Secretary & Compliance Officer, Chief Human Resources Officer and / or the Audit
Committee, including Chairperson thereto, for reporting any such anomalies in connection
with vigil mechanism/whistle blower complaints. Further, the Company has also established
various procedures for adequate redressal mechanisms to monitor such reported cases.
Further, basis the above, the Statutory Auditors present a perspective
on the Company's fraud risk structure to the Audit Committee on a quarterly basis.
Basis the review of the Audit Committee, the Board affirms that the
Vigil Mechanism of the Company is functioning effectively and continues to reinforce our
commitment to the highest standards of integrity and ethical conduct. The mechanism
provides a secure and confidential platform for employees and stakeholders to report
concerns regarding unethical behavior, actual or suspected fraud, or any violation of the
Company's Code of Conduct or Ethics Policy and ensures that adequate safeguards are
in place to protect whistle blowers from any form of retaliation or victimization.
Importantly, the Vigil Mechanism ensures direct access to the Chairman
of the Audit Committee, thereby upholding transparency and accountability at all levels of
the organization.
The Board, at its meeting held on May 22, 2026, approved revisions to
the Whistle Blower Policy and updated the contact details under the Policy.
The whistle blower policy is available on your Company's website
at www.hindalco.com.
A complaint was received during the period under review, through the
Statutory Auditors. The matter was examined by the Audit Committee and the Board and after
due deliberation, it was noted that appropriate actions had been taken at relevant times
and that the issue highlighted does not constitute fraud. The Statutory Auditors were
accordingly informed.
M. Nomination and Executive Remuneration Policy/ Philosophy
Your Company's Remuneration Policy is designed to reward
performance and align executive compensation with the achievement of strategic objectives.
The
Nomination and Executive Remuneration Policy ["Remuneration
Policy'] is consistent with prevailing industry practices and aims to attract,
retain and motivate talent across all levels. There has been no change in the Remuneration
Policy during the year under review.
The Remuneration Policy of your Company, formulated by the NRC of the
Board is annexed as Annexure VI to this Report and also available on your Company's
website at www.hindalco.com.
The Board affirms that the remuneration paid to the Directors during
the year is in accordance with the terms and parameters laid out in the said policy.
N. Business Responsibility and Sustainability
Report [R.34(2)(f) ofSEBI Listing Regulations]
In accordance with the applicable provisions, the Business
Responsibility and Sustainability Report ["brsr'I forms part of this
Integrated Annual Report.
The report outlines the Company's initiatives from an
Environmental, Social and Governance]"esg'] perspective.
The Company's BRSR includes our responses to questions about our
practices and performance on key principles defined by SEBI Listing Regulations as amended
from time to time, which cover topics across all ESG dimensions. Further SEBI vide its
Master Circular HO/49/14/14(7)2025-CFD-POD2/l/3762/2026 dated January 30,2026, updated the
format of BRSR to incorporate BRSR core, a subset of BRSR indicating specific KPIs under
nine principles of business responsibility which are subject to mandatory reasonable
assurance by an independent assurance provider. In compliance with this requirement, the
Company appointed Bureau Veritas (India) Private Limited as the assurance provider for
BRSR Core.
O. Directors' Responsibility Statement [s. 134(3) (0
of the Act]
Your Directors state that:
a) in the preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanations relating to material
departures if any;
b) accounting policies selected have been applied consistently and
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company as at the end of the FY and of
the profit of your company for that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of your company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts of your Company have been prepared on a
‘going concern' basis;
e) your Company had laid down internal financial controls and that such
internal financial controls are adequate and were operating effectively;
f) your Company has devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively;
g) your Company has been in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
P. Audit and Auditors: FY 2025-26
| Statutory Auditors |
a) M/s. Price Waterhouse & Co. Chartered Accountants LLP
[Firm Registration No. 304026E / E-300009] was appointed as the Statutory
Auditors of the Company, to hold office for the second term of five consecutive years from
the conclusion of the 63rd AGM of the Company held on 23rd August,
2022 till the conclusion of the 68th AGM to be held in 2027, as required under
Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014. |
|
b) The report of the Statutory Auditors along with notes to
financial statements for the FY 2025-26 is enclosed with this Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report. |
|
c) As the current Statutory Auditors will complete their
second term as auditors of the Company, the board intended to appoint SRBC & Co LLP
["srbc'1 as Statutory Auditors with effect from conclusion of the AGM to
be held in FY 2027-28. This appointment shall be subject to completion of all regulatory
compliances [including auditor independence requirements for the Company and its
subsidiaries] in accordance with the laws and regulations in India and other
jurisdictions, as applicable. |
|
d) A separate meeting of the Statutory Auditors of the
Company with the Audit Committee was held on March 17,2026, without the presence of the
management. |
| Secretarial Auditors |
a) In terms of provisions of Section 204 of the Act, read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board, at its meeting held on May 20,2025 appointed M/s. Dilip Bharadiya & Associates,
Company Secretaries [Firm Registration No. P2005MH091600] as Secretarial Auditors
of your Company for term of five [5] consecutive years from the conclusion of 66th
AGM till the conclusion of 70th AG M of the Company to be held in the year
2030, covering the period from the FY 2025-26 till FY 2029-30, as approved by Shareholders
at the AG M held on August 21, 2025. |
|
b) The report of the Secretarial Auditors is provided in
Annexure VII. It does not contain any qualification, reservation, or adverse remark. |
|
c) The Secretarial Audit report of its Unlisted Material
Indian Subsidiary is annexed as Annexure VIIA to this Report. |
| Cost Auditors |
a) M/s. R. Nanabhoy & Co., Cost Accountants [Firm
Registration No. ooooio] were reappointed as your Company's Cost Auditors for FY
2025-26. |
|
b) Board, at its meeting held on May 22,2026, further
approved the reappointment of M/s. R. Nanabhoy & Co. for FY 2026-27. |
|
c) The cost accounts and records of your Company are duly
prepared and maintained by your Company as required under Section 148(1) of the Act. |
| Internal Auditors |
a) M/s. Ernst & Young LLP [ey] were appointed as the
Company's Internal Auditors for FY 2025-26. |
|
b) 1 nternal audit reports are placed on half-yearly basis
before the Audit Committee for their review. |
|
c) Further, the Board at its meeting held on May 22,2026,
approved the re-appointment of EY as the Internal Auditors of the Company for the half
year ending September 30,2026 and appointment of KPMG Assurance and Consulting Services
LLP as the 1 nternal Auditors for the half year ending March 31,2027. |
|
d) A separate meeting of the Internal Auditors of the Company
held a with the Audit Committee was held on March 17,2026, without the presence of the
management. |
Q. Corporate Governance para c, e of schedule vofSEBi Listing
Regulations]
Your Company recognizes that effective governance is not merely a
regulatory obligation but a strategic imperative that underpins the long-term success and
sustainability of the Company. By embedding governance excellence into the very fabric of
our corporate culture, we enhance our resilience to economic fluctuations, proactively
mitigate risks and reinforce stakeholder trust.
Our Group's Purpose "To enrich lives, by building dynamic and
responsible businesses and institutions, that inspire trust"—serves as a guiding
principle in setting the highest standards of corporate governance.
It reflects our unwavering commitment to transparency, accountability
and ethical conduct in all aspects of our operations.
The Board remains steadfast in its belief that strong governance is
essential to driving performance, fostering innovation and creating enduring value for all
stakeholders.
The Report on Corporate Governance, as stipulated under the SEBI
Listing Regulations, forms an integral part of this Integrated Annual Report.
The Company has duly complied with the Corporate Governance
requirements as set out under the SEBI Listing Regulations. In this regard,
M/s. Dilip Bharadiya & Associates, Company Secretaries, has
certified that the Company is and has been, in compliance with the conditions of Corporate
Governance as prescribed under the said regulations. The certificate issued by them is
annexed to this Report as AnnexureVIII.
R. Particulars of Loans, Guarantees and Investments/s .186 of the
Act read with Companies (Meetings of Board and its Powers) Rules, 2014]
Details of loans, guarantees and investments as on 31st
March 2026, form part of the Notes to the financial statements provided in this Integrated
Annual Report.
S. Extract of Annual Return
]S.92(3) of the Act read with Companies (Management and Administration)
Rules, 2014]
An extract of the Annual Return of your Company for FY 2025-26 is
available at Company's website www.hindalco.com.
T. The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 [in accordance with the Companies (Accounts) Second Amendment
Rules, 2025, notified by MCA on May 30, 2025.]
The Board affirms that the Company is fully compliant with the
provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ["posh Act"] and the Rules framed thereunder. A
comprehensive policy that mandates zero tolerance towards any form of harassment at the
workplace is available on the Company's website at www.hindalco.com and all employees
[permanent, contractual, temporary, trainees] as defined under the POSH Act are
covered by this Policy.
To ensure the effective implementation of this policy, the Company has
constituted Internal Complaints Committees [ices] at all relevant locations to address and
resolve complaints in a fair and timely manner.
The Company also conducts regular training and awareness programs
throughout the year to foster sensitivity and promote a culture of respect and dignity at
the workplace. These efforts contribute to maintaining a professional, inclusive and
harassment-free environment, in alignment with Hindalco's core value of integrity,
which includes respect for every individual.
| Particulars |
Number of cases as of March 31, 2026 |
Number of cases as of May 13, 2026 |
| Complaints received |
13 |
15 |
| Complaints investigated and resolved |
8 |
10 |
| Complaints under investigation |
5 |
5 |
As of March 31, 2026, none of the complaints exceeded 90 days
resolution period Hence, no complaints were pending beyond 90 days as of March 31, 2026
U. A statement with respect to Maternity Benefit
Act 1961 [In accordance with the Companies (Accounts) Second
Amendment Rules, 2025, notified by MCA on May 30, 2025]
The Board affirms that the Company remains fully committed to upholding
its Policy in strict compliance with applicable laws, including the Maternity Benefit Act,
1961 and in alignment with internal human resource protocols.
The Aditya Birla Group's Maternity Support Program is designed to
support the health, well-being and work- life balance of women employees during and after
pregnancy.
V. Particulars of Total Employees as at the End of the Financial Year
[In accordance with the Companies (Accounts) Second Amendment Rules,
2026, notified by MCA on May 30, 2025]
During the year under review, the particulars of employees categorized
by gender, are provided below:
| Gender |
Number of employees |
| 1. Male |
22,524 |
| 2. Female |
1,528 |
| 3. Transgender |
- |
| Total |
24,052 |
W. National Financial Reporting Authority [nfra]
[NFRA Circular dated January 07,2026- On effective communication
between Statutory Auditors and Those Charged with Governance, Including Audit Committee]
The Board has taken note of the guidance issued by the NFRA on
effective communication between Statutory
Auditors and Those Charged with Governance [tcwg]. Accordingly, the
Company has formulated a structured policy and framework in this regard, which has been
duly approved by the Board. The Board has further identified following as TCWG:
a. Audit Committee, with the Chairperson of the Audit Committee
designated as the Nodal Officer and to chair TCWG meetings; and
b. Executive Directors.
The Board has reviewed the proposed approach for implementation of the
prescribed framework and has advised the TCWG and the Statutory Auditors to ensure
compliance with the said guidance.
X. Awards & Recognitions:
During the year under review, the Company received several prestigious
awards and recognitions across quality, sustainability, innovation, energy efficiency and
CSR, reflecting its continued commitment to operational excellence, responsible business
practices and sustainable growth.
a. Hindalco
| Category |
Award / Recognition |
| Employee Well-being |
Ambition Box Employee Choice Awards |
|
Best Mental Health Initiatives Awards from ASK Insights and
Times of India |
|
Top 10 India's Best Workplaces in Health and Wellness by
Great Place to Work |
|
EFI CM National Award for Excellence in Employee Relations |
| ESG |
Top 1% in the S&P Global ESG Score in the Aluminum
Industry and featured in the S&P Global Sustainability Yearbook 2026 |
|
100 percentile scores across key ESG parameters |
b. Units/Mines of the Company
| Unit/Mines |
Category |
Award / Recognition |
|
|
Excellence Award 2025 from Odisha State Pollution Control
Board |
|
|
Kalinga Environment Excellence Award 2025 [Five Star] at
10th National Conclave |
|
ESG |
ASSOCHAM National Award 2025 at India Water Leadership
Conclave for Water Management Initiatives |
|
|
ESG Award 2025 by IBAAS & Cetizion Verifica |
| Aditya Aluminium |
CSR |
Honoured with the Significant Achievement in Corporate Social
Responsibility at the CII-ITC Sustainability Awards 2025. |
|
Innovation |
Featured among Top 50 Innovative Companies for CM Industrial
Innovation Award |
|
Operations |
Future Ready Factory - Platinum Award & Consistency
Challenger Award at IMEA 2025 achieving a benchmark score of 957 |
|
Energy |
Energy Efficient Unit Award at CM National Award [Hyderabad] |
|
Quality |
IMC Ramkrishna Bajaj National Quality Award Trophy 2024 |
| ABSC Sambalpur |
CSR |
Career Changemakers Award 2025- Best Innovative Hub |
|
|
Most Impactful CSR Project of the Year at Indian Social
Impact Awards |
| Unit/Mines |
Category |
Award / Recognition |
|
|
Silver ESG Award 2025 by IBAAS & Cetizion Verifica |
|
ESG |
Award for efficient use of Ash in building materials by
Mission Energy Foundation Award |
| Hirakud |
|
Zero Liquid Discharge Plant of the Year Water Efficient
Captive Power Plant of the Year by Council of Enviro Excellence [4lh National
Power-Gen Water Management Awards] |
|
CSR |
Mahatma Award for CSR work at the India International Centre |
|
Operations |
NAMC Diamond Trophy |
|
Energy |
SEEM Award for Certified Energy Manager |
|
Energy |
26th National Award for Excellence in Energy
Management |
| Gare Palma |
Safety |
5-Star Rated Mine from Ministry of Coal |
|
CSR |
Gold Award (Sustainable Development) at the 12th
CSR Times Awards 2025. |
|
ESG |
5-Star rating under the Sustainable Development Framework
from IBM, Ministry of Mines. |
| Baphlimali |
|
Best Performance Award in Mining and Quarrying Sector |
|
|
FAM E National Award [Platinum] 2024-25 |
|
Safety |
Bala Gulsan Tandon Award from FIMI |
|
|
10 awards at CII-SHE Awards 2024-25 |
| Bagru & Gare Palma Mines |
Operations |
Gold Medal IRIM National Awards for Manufacturing
Competitiveness 2024-25. |
| Gare Palma, Amtipani, Baphlimali & Pakhar Mines |
Recognition |
Golden Rainbow VIBGYOR Award- Geominetech 2024 |
| Gare Palma, Bagru & Baphlimali Mines |
Safety |
British Safety Council Awards 2024 |
| Bagru |
Safety |
British Safety Council Awards 2026 |
| Samri |
CSR |
CSR Times Award for "Role of CSR in Mission Viksit
Bharat 2047" [Education - Ujjwal Bhavishya initiative]. |
| Lohardaga |
|
FAM E National Award 2025 [Diamond Category]for excellence in
CSR innovation. |
|
CSR |
FICCI Appreciation Plaque at the CSR Summit & Awards 2025 |
|
|
India CSR Sustainability Award 2025 for Project Udyamee |
| Utkal Alumina |
|
19th Exceed Award for contribution under
"Investing in Water, Investing in Life." |
|
ESG |
Cl 1 National Award for Excellence in Water Management 2025. |
|
|
Recognized for its exemplary contribution at India Water
Leadership Conclave 2025 |
| Aditya Refinery |
Health |
12th National Times Award for Integrated Health
Services. |
|
CSR |
19th Exceed Award for Project Aarogya under CSR. |
| Renukoot |
ESG |
Best Project Award for Environment Protection from Rotary
India National CSR Awards |
|
|
Recognized under "Noteworthy in Waterfor Community - CSR
Initiatives" at the ASSOCHAM India Water Leadership Conclave 2025. |
| Copper |
Operations |
Frost & Sullivan Gold Award for Manufacturing Excellence |
|
|
IMC RBNQ Performance Excellence Award. |
Y. Commercial Papers [cp]:
During the year under review, your Company raised an aggregate amount
of Rs. 2,050 crores [Two Thousand and Fifty crores] through issuance of CP. The
said CPs were duly redeemed in full upon maturity within the stipulated timelines. Your
Company has not defaulted on any repayment obligations and as on March 31,2026, there are
no outstanding CPs.
Z. Other Disclosures:
In terms of the applicable provisions of the Act and the SEBI Listing
Regulations, your Company additionally discloses that, during the year under review:
a) There was no change in the nature of business of your Company;
b) It has not accepted any deposits from the public falling under
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014;
c) It has not issued any shares with differential voting rights;
d) It has not issued any sweat equity shares;
e) it has not made application or no proceeding is pending under the
Insolvency and Bankruptcy Code, 2016;
f) There was no instance of one-time settlement with any bank or
financial institution;
g) There were no material changes and commitments affecting the
financial position of your Company between end of financial year and the date of report;
h) There is no plan to revise the financial statements or Board's
report in respect of any previous financial year;
i) There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and your
Company's operations in future and
j) There were no frauds reported by the auditors under Section 143(12)
other than those reportable to the Central Government.
k) There was no amendment in the bylaws of the Company, and
Shareholders' approval will be sought in the event of any amendment thereto.
Appreciation
The Board of Directors places on record its sincere appreciation to all
stakeholders, including the Central and State Government Authorities, Regulatory Bodies,
Stock Exchanges, Financial Institutions, Analysts, Advisors, Local Communities, Customers,
Vendors, Business Partners, Shareholders and Investors, for their continued support, trust
and confidence during the year under review. Your unwavering encouragement reinforces our
commitment to responsible growth and the successful execution of our strategic vision.
The Board also extends its heartfelt gratitude to all employees of the
Company. Their dedication, passion and pursuit of excellence continue to be the
cornerstone of Hindalco's high- performance culture and long-term success.
|
For and on behalf of the Board |
| Satish Pai |
Vikas Balia |
| Managing Director |
Independent Director |
| DIN: 06646758 |
DIN: 00424524 |
| Place: Mumbai |
|
| Dated: May 22,2026 |
|
|