Incap Limited concluded its 36th Annual General Meeting on September 26, 2026, with all six proposed resolutions passing with overwhelming shareholder support. The company reported that 99.99% of the valid votes cast were in favour of the resolutions, with only 13 votes recorded against across all agenda items.

The meeting ratified key leadership renewals, including the reappointment of C. Neelima as Managing Director for a three-year term ending January 31, 2029. Shareholders also approved the appointment of C. Bhagavantha Rao as Executive Chairperson for three years from the date of the AGM. This appointment was made under Section 196(3)(a) of the Companies Act, 2013, as Rao has attained the age of 75 years. Both resolutions were passed as Special Resolutions following recommendations by the Nomination and Remuneration Committee.

Voting participation and turnout

A total of 3,324 shareholders were on record as of the cut-off date. The combined voting strength represented 3,600,749 shares, accounting for 100% of the outstanding shares eligible to vote. Participation was split between physical presence and remote e-voting:

The remote e-voting window was open from September 23, 2026, to September 25, 2026. The scrutinizer, B.L. Chandrasekhar Sarma, confirmed that five polling papers covering 1,383,292 shares were excluded from the poll count as those shareholders had already voted via e-voting.

Leadership remuneration details

The approved remuneration packages for both executives include fixed salaries and various perquisites. The specific financial terms disclosed in the proceedings are outlined below:

Perquisites for both roles include rent-free accommodation or House Rent Allowance, medical expense reimbursements subject to ceilings, Leave Travel Concession, club membership fees for one club, personal accident insurance premiums capped at ₹2,000 per month, and entertainment expense reimbursements capped at ₹2,000 per month. The total managerial remuneration remains subject to the overall ceiling prescribed under Section 197 of the Companies Act, 2013.

Other agenda items

Shareholders adopted the audited financial statements for the financial year ended March 31, 2026, along with the Board’s report and the Statutory Auditors’ report, which was unqualified. P. Ram Rao was reappointed as a Director, retiring by rotation and offering himself for re-election. The resolution to declare dividend on equity shares for FY26 was also approved.

The company appointed A. N. Sarma, Practicing Company Secretary, as Secretarial Auditor for five consecutive years, covering financial years 2026-27 to 2030-31. The appointment is effective from the conclusion of this AGM until the conclusion of the 41st AGM in 2031.

What the numbers show

The voting data reveals a highly concentrated promoter holding structure influencing outcomes. Promoters and promoter group members held 3,065,481 shares, representing 85.1% of the total votes polled (3,600,749). Consequently, the public shareholders' dissenting vote of 13 shares constituted only 0.0004% of the total votes polled, rendering their impact on the resolution outcome negligible. All six resolutions, including ordinary and special business, passed with identical vote counts: 3,600,736 in favour and 13 against.

Incap Limited scheduled its 36th Annual General Meeting for September 26, 2026, to approve key board appointments and adopt financial results for FY26. The company reported a significant decline in profitability for the year ended March 31, 2026.

Financial Performance

Revenue from operations fell 5.7% YoY to ₹316.7 crore (₹3,166.73 lakh) in FY26, down from ₹335.8 crore in FY25. The decline was primarily attributed to the absence of export business during the current fiscal year. Consequently, net profit after tax dropped sharply by 57.8% to ₹33.7 lakh (₹33.71 lakh), compared to ₹79.9 lakh in the previous year.

Other income decreased to ₹13.7 lakh from ₹19.2 lakh. Total expenditure stood at ₹304.6 crore, lower than the ₹318.9 crore recorded in FY25. Interest costs reduced to ₹33.4 lakh from ₹45.7 lakh, while depreciation increased to ₹50.3 lakh from ₹38.2 lakh.

What the Numbers Show

The divergence between revenue and profit highlights margin pressure. While revenue declined moderately, net profit contracted at more than double that rate. This suggests that fixed costs and depreciation, which rose to ₹50.3 lakh, consumed a larger share of the reduced operating surplus. Additionally, the complete halt in exports eliminated a high-margin revenue stream present in FY25, where foreign exchange earnings totaled ₹121.5 crore.

Corporate Actions

The Board recommended a final dividend of 10% (₹1 per equity share), totaling ₹51.3 lakh, subject to shareholder approval. The dividend payout will be paid to members on record as of September 18, 2026.

Board Appointments

Shareholders will vote on the reappointment of Smt. C. Neelima as Managing Director for three years, effective February 1, 2026. Her remuneration includes a monthly salary of ₹90,000 plus perks up to ₹60,000.

Additionally, the meeting will approve the appointment of Sri C. Bhagavantha Rao as Executive Chairperson for three years. As he has attained the age of 75, this requires a special resolution under Section 196(3)(a) of the Companies Act, 2013. His monthly remuneration is set at ₹1,31,450 with additional perks.

Sri P. Ram Rao retires by rotation and seeks reappointment as a Non-Executive Director. The company also appointed Mr. A. N. Sarma as Secretarial Auditor for five years.