Annual General Meeting Details

  • Meeting Date: Saturday, September 26, 2026 at 12:00 Noon
  • Venue: Registered Office at INCAP Limited, 1-58, Nidamanur, Vijayawada - 521104, NTR District, Andhra Pradesh
  • Record Date: September 18, 2026 for dividend eligibility
  • Register Closure: September 19, 2026 to September 22, 2026 (both days inclusive)

Agenda Items

Ordinary Business:

1. Adoption of Audited Financial Statements for year ended March 31, 2026 with Reports of Board of Directors and Auditors

2. Appointment of Director in place of Sri. P. Ram Rao (DIN: 00137511) who retires and offers himself for re-appointment

3. Declaration of dividend on equity shares for financial year ended March 31, 2026

Special Business:

4. Re-Appointment of Smt. C. Neelima (DIN: 02737481) as Managing Director for 3 years from February 1, 2026 to January 31, 2029

  • Monthly remuneration: Salary ₹90,000 + Perks & Allowances ₹60,000
  • Total remuneration not to exceed overall ceiling of total managerial remuneration under Section 197 of Companies Act, 2013

5. Appointment of Sri C. Bhagavantha Rao (DIN: 00218713) as Executive Chairperson for 3 years from AGM date

  • Monthly remuneration: Salary ₹1,31,450 + Perks & Allowances ₹68,550
  • Special resolution required as he has attained age of 75 years

6. Appointment of Mr. A. N. Sarma, Practicing Company Secretary (Membership No. F4557, CP No. 26617) as Secretarial Auditor for 5 consecutive years from conclusion of AGM until conclusion of 41st AGM in 2031

Financial Performance (FY 2025-2026)

  • Total Income: ₹3,180.40 lakhs (previous year: ₹3,377.11 lakhs)
  • Total Expenditure: ₹3,045.50 lakhs (previous year: ₹3,188.67 lakhs)
  • Profit before Tax: ₹51.15 lakhs (previous year: ₹104.54 lakhs)
  • Profit after Tax: ₹33.71 lakhs (previous year: ₹79.95 lakhs)
  • Turnover: ₹3,166.73 lakhs (decrease from ₹3,357.92 lakhs in previous year)
  • Pulses Trading Business: ₹1,668.48 lakhs (significant portion of operations)
  • Earnings per Share (Basic & Diluted): ₹0.66 (previous year: ₹1.56)

Dividend Declaration

  • Recommended dividend of 10% (Re. 1.00 per equity share)
  • Total dividend outgo: ₹51.33 lakhs
  • Payment subject to TDS deduction
  • Dividend payable to members registered as on September 18, 2026

Capital Structure

  • Authorized Capital: 60,00,000 equity shares of ₹10 each (₹60,000,000)
  • Issued Capital: 60,00,000 equity shares of ₹10 each (₹60,000,000)
  • Subscribed Capital: 56,49,600 equity shares of ₹10 each (₹56,496,000)
  • Paid-up Capital: 51,33,200 equity shares of ₹10 each (₹51,332,000)

Director Information

Board Composition:

  • Smt. C. Neelima - Managing Director (DIN: 02737481)
  • Sri. C. Bhagavantha Rao - Director, CFO (DIN: 00218713)
  • Sri. P. Ram Rao - Director (DIN: 00137511)
  • Smt. P. Himabindu - Director (DIN: 06605646)
  • Sri. C. Rakesh - Independent Director (DIN: 07688165)

Director Changes:

  • Sri P. Ram Rao retires by rotation and eligible for re-appointment
  • Smt C. Neelima proposed re-appointment as Managing Director from February 1, 2026
  • Sri C. Bhagavantha Rao cessation as Executive Chairman on January 31, 2026, proposed appointment as Executive Chairperson from AGM date

Auditor Information

  • Statutory Auditors: M/s. Umamaheswara Rao & Co., Chartered Accountants (Firm Registration No. 004453S)
  • Secretarial Auditor: Mr. A. N. Sarma, Practicing Company Secretary
  • Internal Auditor: Conducted by experienced employee during year under review

Shareholding Pattern

Major Shareholders (holding more than 5%):

  • Sri C. Bhagavantha Rao: 21.75% (11,16,626 shares)
  • Smt C. Neelima: 24.15% (12,39,523 shares)
  • Smt P. Himabindu: 12.63% (6,48,399 shares)
  • Sri G. Ramesh: 8.77% (4,50,000 shares)
  • Smt C. Lalitha Kumari: 7.19% (3,69,045 shares)

Compliance and Regulatory Matters

  • No material changes or commitments affecting financial position between March 31, 2026 and date of Board's Report
  • No significant material orders passed by regulators or courts impacting going concern status
  • Company has complied with Secretarial Standards issued by ICSI
  • No frauds reported by auditors under Section 143(12) of Companies Act, 2013
  • No pending litigations having material impact on financial position

Corporate Governance

  • Board met 4 times during financial year
  • All directors attended all 4 board meetings
  • Company has adopted policies on sexual harassment prevention, risk management, vigil mechanism
  • Compliance with SEBI Listing Regulations and corporate governance requirements
  • No penalties or strictures imposed by stock exchanges or SEBI in last three years

Other Significant Information

  • Employee Strength: 75 employees as on March 31, 2026
  • Bankers: State Bank of India, Patamata SME Branch, Vijayawada
  • Registrars & Share Transfer Agents: Venture Capital & Corporate Investments Private Limited
  • Quality Certifications: ISO 9001:2015 and ISO 14001:2015 valid
  • Foreign Exchange: No export earnings during year (previous year: ₹1214.86 lakhs)
  • Subsidiaries: Company does not have any subsidiary, joint venture or associate company

E-Voting Information

  • Remote e-voting period: September 23, 2026 (09:00 hours) to September 25, 2026 (17:00 hours)
  • Cut-off date for voting eligibility: September 18, 2026
  • Physical shareholders can vote through CDSL e-Voting system
  • Demat shareholders can vote through their depository participants

#Tags: #INCAPLimited #AGMNotice #AnnualReport #SEBIDisclosure #DividendDeclaration #CorporateGovernance #FinancialResults