EGM Details

  • Meeting Date: Wednesday, October 28, 2026
  • Time: 11:30 AM IST
  • Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Cut-off date for eligibility: Wednesday, October 21, 2026
  • Remote e-voting period: Sunday, October 25, 2026 (09:00 AM IST) to Tuesday, October 27, 2026 (05:00 PM IST)
  • Notice dispatched: October 6, 2026 in electronic mode to registered email addresses

Requisition Background

The EGM has been convened pursuant to a requisition received under Section 100 of the Companies Act, 2013 from Mrs. Anuradha Kelkar, Dr. Nikhil Arun Kelkar and Mr. Vikram Arun Kelkar ("Requisitionists"), who together hold 56,296,871 shares constituting 45.81% of the paid-up equity share capital of the Company.

Business Items for Consideration

Item No. 1: Appointment of Mr. Arun Purushottam Kelkar as Executive Director and Chairman

  • Resolution Type: Special Resolution
  • Director DIN: 00171276
  • Proposed Term: 5 years, not liable to retire by rotation
  • Age Consideration: Requires special resolution under Regulation 17(1A) of SEBI LODR as Mr. Kelkar has attained 75 years of age
  • Legal Compliance: Sections 149, 152, 160, 196, 197, 203 read with Schedule V of Companies Act, 2013

Item No. 2: Approval of remuneration payable to Mr. Arun Purushottam Kelkar for period April 1, 2026 to September 28, 2026

  • Resolution Type: Special Resolution
  • Amount: Up to ₹1,82,00,000 per annum (proportionate for the period)
  • Proportionate amount: Not exceeding ₹91,00,000 for the 6-month period
  • Legal Compliance: Sections 196, 197, 198 of Companies Act, 2013 and Regulation 17(6)(e) of SEBI LODR

Item No. 3: Approval of remuneration payable to Mr. Arun Purushottam Kelkar for three years from appointment date

  • Resolution Type: Special Resolution
  • Amount: Up to ₹1,82,00,000 per annum
  • Term: 3 years from date of appointment
  • Legal Compliance: Sections 196, 197, 198 of Companies Act, 2013 and Regulation 17(6)(e) of SEBI LODR

Item No. 4: Approval of revised remuneration payable to Mr. Vikram Arun Kelkar, Managing Director

  • Resolution Type: Special Resolution
  • DIN: 02302364
  • Amount: Up to ₹2,42,00,000 per annum
  • Effective Date: April 1, 2026 for remainder of tenure
  • Payment Source: Company and/or any of its subsidiary companies
  • Minimum Remuneration Clause: In case of absence or inadequacy of profits, minimum remuneration as per Schedule V
  • Legal Compliance: Sections 196, 197, 198 of Companies Act, 2013 and Regulation 17(6)(e) of SEBI LODR

Remuneration Breakdown

Mr. Arun Purushottam Kelkar (Proposed ₹1.82 crore per annum)

  • Basic Salary: ₹82,51,248
  • Benefits: ₹2,26,061
  • Bonuses: ₹6,24,844
  • Perquisites & Allowances: ₹71,34,266
  • Stock options, Pension, Commission: None
  • Previous Remuneration (FY 2025-26): ₹1,62,36,419

Mr. Vikram Arun Kelkar (Proposed ₹2.42 crore per annum)

  • Basic Salary: ₹1,09,61,916
  • Benefits: ₹3,00,326
  • Bonuses: ₹8,30,116
  • Perquisites & Allowances: ₹95,02,426
  • Stock options, Pension, Commission: None
  • Previous Remuneration (FY 2025-26): ₹2,15,94,784

Company Financial Performance (FY 2025-26)

  • Total Income (Consolidated): ₹3,945.66 million
  • Total Income (Standalone): ₹3,343.34 million
  • Profit Before Tax (Consolidated): ₹511.80 million
  • Profit Before Tax (Standalone): ₹512.43 million
  • Profit After Tax (Consolidated): ₹379.37 million
  • Profit After Tax (Standalone): ₹381.48 million

Director Details

Mr. Arun Purushottam Kelkar

  • Date of Birth: May 1, 1950 (76 years)
  • Date of Initial Appointment: May 27, 1993
  • Qualifications: Bachelor's degree in Engineering from Nagpur University, Diploma in Operations Management from University of Mumbai
  • Experience: Over 4 decades in various industries including food and nutrition, former Chairman & Executive Director
  • Shareholding: 22,809,929 shares

Mr. Vikram Arun Kelkar

  • Date of Birth: November 17, 1981 (44 years)
  • Date of Initial Appointment: September 1, 2005
  • Qualifications: Bachelor's degree in Management Studies from University of Mumbai, Master's degree in International Business from University of Auckland
  • Experience: Over 20 years in food and nutrition business, heads premix formulation and RUF/MNP business segments
  • Shareholding: 25,971,344 shares
  • Committee Positions: Member of Risk Management Committee, Member of Corporate Social Responsibility Committee

Voting Arrangements

  • Scrutinizer: CS Rachana Shanbhag, Practicing Company Secretary
  • E-voting Service Provider: National Securities Depository Limited
  • Maximum VC Participants: 1,000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
  • Results Declaration: To be submitted to stock exchanges within stipulated time and hosted on company website and NSDL website

Additional Information

  • Manufacturing Plants: Nashik, Maharashtra and Chennai, Tamil Nadu
  • RTA: KFin Technologies Limited
  • Company Website: www.hexagonnutrition.com