EGM on 28 October 2026 to vote on Chairman appointment and remuneration of two Kelkar directors

EGM on Wednesday, 28th October 2026 at 11:30 AM through Video Conferencing/Other Audio-Visual Means.

Tue 6 Oct 2026

EGM Date and Time

Wednesday, 28th October 2026 at 11:30 AM

Requisitionist Shareholding

56,296,871 shares — 45.81% of paid-up equity share capital

Chairman Remuneration

₹ 1,82,00,000 per annum

The notice concerns an Extra-Ordinary General Meeting (EGM) of the members of Hexagon Nutrition Limited. It has been called on the requisition of Mrs. Anuradha Kelkar, Dr. Nikhil Arun Kelkar and Mr. Vikram Arun Kelkar, who together hold 56,296,871 shares, or 45.81% of the paid-up equity share capital carrying voting rights.

When and how the meeting happens

• The EGM will be held on Wednesday, 28th October 2026 at 11:30 AM through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
• The notice has been dispatched to shareholders in electronic mode, and the deemed venue of the meeting is the Registered Office of the Company.
• The cut-off date for deciding who can vote is Wednesday, 21st October 2026.
• Remote e-voting runs from 9:00 AM IST on Sunday, 25th October 2026 to 5:00 PM IST on Tuesday, 27th October 2026.

What shareholders are being asked to approve

All four items are proposed as special resolutions.

• Item 1: Appointment of Mr. Arun Purushottam Kelkar (DIN: 00171276) as Chairman & Executive Director for a term of five (5) years, not liable to retire by rotation. Approval is also sought under Regulation 17(1A) for his appointment on attaining the age of seventy-five (75) years.
• Item 2: Remuneration to Mr. Arun Purushottam Kelkar for the period from 1st April 2026 to 28th September 2026, being the period prior to completion of his term — ₹ 1,82,00,000 (Rupees One Crore Eighty Two Lakhs) per annum, paid proportionately.
• Item 3: Remuneration to Mr. Arun Purushottam Kelkar for three years from the date of his appointment — up to ₹ 1,82,00,000 per annum.
• Item 4: Remuneration to Mr. Vikram Kelkar (DIN: 02302364), Managing Director, with effect from 1st April 2026 — up to ₹2,42,00,000 (Rupees Two Crore Forty Two Lakhs) per annum, payable by the Company and/or any of its subsidiary company(ies) as the Board may determine. This is in supersession of earlier resolutions on the matter.

One condition attached to the Managing Director's pay

• If profits are absent or inadequate in any financial year during his tenure, he will be paid minimum remuneration in accordance with the provisions of Section II of Part II of Schedule V to the Companies Act, 2013, or such other limits as may be prescribed.

Mechanics shareholders may want to note

• The company has an agreement with National Securities Depository Limited for remote e-voting, and the facility to vote on the day of the meeting is also provided through it.
• The facility to join the EGM through VC/OAVM is available for 1000 members on a first come first served basis; it does not include large shareholders (holding 2% or more), promoters, institutional investors, directors, key managerial personnel and chairpersons of certain committees.
• CS Rachana Shanbhag, Practicing Company Secretary, has been appointed as the Scrutinizer for the e-voting process.
• The resolutions will be deemed passed on the date of the EGM, 28th October 2026, subject to receipt of the requisite number of votes in favour.

Points to note

• The three requisitionists together hold 45.81% of the shares carrying voting rights, and every item is a special resolution on which members will vote.
• Two of the four items relate to the remuneration of Mr. Arun Purushottam Kelkar — one covering the period before completion of his term, and the other covering three years from the date of his appointment.

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