India Gelatine & Chemicals Limited has issued notice for its 54th Annual General Meeting (AGM) to be held on Tuesday, August 25, 2026, at 11:00 a.m. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements for the Financial Year ended March 31, 2026, together with the Reports of the Directors and Auditors.

2. Final Dividend Declaration: To declare a Final Dividend of ₹6 (Rupees Six only) per Equity Share of ₹10 each on the paid-up equity share capital for the financial year ended March 31, 2026. The dividend will be paid to members whose names appear in the Register of Members/beneficial owners as on the record date.

3. Director Re-appointment: To appoint Mr. Maheswaran Sankaralingam (DIN: 00143046), who retires by rotation and offers himself for re-appointment as a Non-Executive, Non-Independent Director. Special Resolution required as he has attained the age of 75 years.

Special Business

4. Registered Office Shift: To approve shifting of Registered Office from 703/704, 'Shilp', 7th Floor, Near Municipal Market, Sheth C.G. Road, Navrangpura, Ahmedabad, Gujarat – 380009 to Plot No. 1-A, 1st Phase, Industrial Estate, GIDC, Vapi, Gujarat – 396195. This move is outside local limits but within Gujarat state and same ROC jurisdiction.

5. Executive Director Remuneration Revision: To approve revision in remuneration payable to Mr. P. Velmurugan (DIN: 10163584), Whole-time Director designated as Executive Director, effective from April 1, 2026, till November 30, 2030:

  • Total remuneration: ₹1,22,00,000 per annum (₹1,02,00,000 fixed + up to ₹20,00,000 variable)
  • Annual increment: Up to 10% effective from December 1, 2026
  • Perquisites:
  • Car and phone provision
  • Housing benefit: Rent-free accommodation or HRA up to ₹1,00,000 per month
  • Leave Travel Allowance: ₹2,00,000 per annum
  • Provident Fund contributions as per applicable laws
  • Gratuity: Half month's salary per completed year of service
  • Leave encashment as per company rules
  • Minimum remuneration payable even in absence or inadequacy of profits

Financial Performance Context (Explanatory Statement)

The company reported:

  • Revenue from operations: ₹169.81 crore (FY26), ₹198.53 crore (FY25), ₹205.84 crore (FY24)
  • Profit before tax: ₹32.61 crore (FY26), ₹22.65 crore (FY25), ₹37.26 crore (FY24)
  • Profit after tax: ₹25.10 crore (FY26), ₹17.39 crore (FY25), ₹28.39 crore (FY24)
  • Share capital: ₹7.09 crore (consistent across three years)
  • Net worth: ₹193.56 crore (FY26), ₹171.50 crore (FY25), ₹154.07 crore (FY24)

Voting and Meeting Procedures

  • Remote e-voting period: August 22, 2026 (10:00 a.m.) to August 24, 2026 (5:00 p.m.)
  • Cut-off date for voting rights: August 18, 2026
  • E-voting through CDSL at www.evotingindia.com
  • Physical meeting through InstaMeet platform with capacity for 1,000 members
  • Scrutinizer: Mr. Chirag Shah (FCS 5545) of Chirag Shah & Associates

Record Date and Dividend Information

  • Register of Members and Share Transfer books closed: August 19-25, 2026 (both days inclusive)
  • Dividend subject to TDS as per Income Tax Act, 1961 (amended by Finance Act, 2020)
  • Members must update PAN, bank details, and KYC documentation with Depository Participants or RTA

Additional Information

  • The company manufactures gelatine and commenced operations in 1973
  • No foreign investments or collaborations
  • Explanatory statement provides detailed background on all resolutions
  • Full notice available on company website (www.indiagelatine.com) and CDSL website (www.evotingindia.com)