Hexagon Nutrition Limited has appointed M/S. N. L. Bhatia & Associates, Practising Company Secretaries, as its Secretarial Auditors for a first term of five consecutive years. The appointment covers the period from April 1, 2026, to March 31, 2031.

The decision was approved by shareholders during the company's 33rd Annual General Meeting held on September 22, 2026. This appointment is made pursuant to Section 204 of the Companies Act, 2013, and Regulation 24A of the SEBI Listing Regulations.

Auditor Profile and Details

M/S. N. L. Bhatia & Associates is a peer-reviewed firm of Company Secretaries in Practice, holding Peer Review Certificate No. P1996MH55800. The firm was established in 1996 and is led by Founder Partner CS N. L. Bhatia. It serves a diverse clientele including multinational corporations, listed and unlisted public companies, private companies, LLPs, and start-ups.

Regulatory Compliance

The disclosure was made under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The information has also been uploaded to the company's website in compliance with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Vedanti Vartak, Company Secretary and Compliance Officer, signed the filing on September 23, 2026.

Hexagon Nutrition Limited shareholders approved a new set of Articles of Association at the 33rd Annual General Meeting held on September 22, 2026. This approval came alongside the rejection of proposed remuneration revisions for Chairman Arun Purushottam Kelkar and Managing Director Vikram Arun Kelkar, prompting the company to seek an independent legal opinion.

The meeting, conducted via video conferencing, also saw the approval of the FY26 dividend and standalone and consolidated financial statements. However, three special resolutions concerning executive pay and the re-appointment of the Chairman failed to secure the requisite majority, signaling dissent among public shareholders. The company informed stock exchanges on September 23, 2026, that promoter shareholders had abstained from voting on these specific resolutions.

Resolutions passed and rejected

Shareholders voted on eleven agenda items. While routine approvals such as the adoption of financial statements, declaration of dividend for FY26, and appointment of secretarial auditors were passed unanimously or with significant support, key governance resolutions faced opposition.

The following resolutions were not passed with requisite majority:

• Revision in remuneration for Chairman Arun Purushottam Kelkar (DIN: 00171276)
• Revision in remuneration for Managing Director Vikram Arun Kelkar (DIN: 02302364)
• Re-appointment of Arun Purushottam Kelkar as Chairman and Director

Conversely, the following significant resolutions were passed:

• Adoption of standalone and consolidated financial statements for FY26
• Declaration of dividend for FY26
• Re-appointment of Dr. Nikhil Arun Kelkar (DIN: 02302369) as Joint Managing Director
• Appointment of Mr. Raghunath Sawant (DIN: 11863172) as Executive Director
• Revision in remuneration for Joint Managing Director Nikhil Arun Kelkar
• Appointment of M/S. N. L. Bhatia & Associates as Secretarial Auditors
• Ratification of remuneration to cost auditors for FY27
• Alteration of articles of association regarding Malani Ventures Private Limited

Voting results analysis

The voting patterns reveal a distinct divide between promoter-backed measures and those involving top leadership compensation. For the rejected resolutions, public institutional investors voted overwhelmingly against the proposals.

Notably, for the rejected remuneration and re-appointment resolutions, the promoter group abstained from voting, leaving the outcome entirely to public shareholders. Public institutions cast approximately 2.47 million votes against these proposals, compared to 1.36 million in favour. The company has acknowledged this outcome and is consulting legal experts on the implications of the promoter abstention.

New Articles of Association adopted

In accordance with the Companies Act, 2013, shareholders approved the adoption of a new set of Articles of Association. The alteration involves the deletion of Part B of the existing Articles in its entirety and the removal of all references relating to Malani Ventures Private Limited and its affiliates. This structural change was passed despite the broader governance dissent observed in other agenda items.

Board attendance and governance

The Board demonstrated strong engagement with both physical and virtual participation. The Chairman, Managing Director, Joint Managing Director, and additional director attended physically, while three independent directors joined virtually. The Company Secretary confirmed that no qualifications were noted in the Statutory Auditors' Report on the financial statements.

Voting and compliance

E-voting was facilitated through NSDL, with Rachana Shanbhag of D. A. Kamat & Co. serving as the scrutinizer. Members who did not vote via remote e-voting prior to the meeting were given a 15-minute window during the session to cast their votes electronically. The voting results and the scrutinizer's report have been submitted to the stock exchanges. The company reiterated its commitment to maintaining high standards of corporate governance and transparency while awaiting legal advice.