Ordinary Business Agenda

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

2. Declaration of Dividend: To consider declaration of dividend on Equity Shares for FY ended March 31, 2026.

3. Re-appointment of Director: To appoint Mr. Vikas Nayar (DIN: 00071047) who retires by rotation and offers himself for re-appointment.

Special Business Agenda

4. Re-appointment of Chairman & Managing Director: Special resolution to re-appoint Mr. Nitin Bhandari (DIN: 01385065) as Chairman & Managing Director for 5 years effective November 22, 2026, to November 21, 2031. Remuneration terms to be as recommended by Nomination and Remuneration Committee and approved by Board, subject to limits under Companies Act, 2013 and Schedule V.

5. Increase in Remuneration: Special resolution to increase Mr. Nitin Bhandari's remuneration from ₹8,00,000 per month to ₹12,00,000 per month effective April 1, 2026. Includes perquisites as specified in Section IV of Part II of Schedule V to Companies Act, 2013 and other benefits as granted to senior employees.

Dividend Details

  • Final dividend recommended: 1% i.e., ₹0.01 per equity share of ₹1 each
  • Subject to shareholder approval at AGM
  • Record date: September 8, 2026
  • Dividend payment within 30 days of declaration if approved
  • Register of Members and Share Transfer Books will remain closed from September 9, 2026 to September 15, 2026 (both days inclusive)

Voting Arrangements

  • Remote e-voting period: September 12, 2026 (9:00 AM IST) to September 14, 2026 (5:00 PM IST)
  • Cut-off date for voting eligibility: September 8, 2026
  • Scrutinizer: Mr. Rajeev Bhambri & Associates, Practicing Company Secretary (C.P. No. 9491)
  • Results to be uploaded on company website and stock exchange websites

Director Information

Mr. Vikas Nayar (DIN: 00071047)

  • Date of Birth: July 11, 1971
  • First appointment: October 29, 2004
  • Qualification: Post-Graduation
  • Shareholding: Nil
  • No remuneration proposed

Mr. Nitin Bhandari (DIN: 01385065)

  • Date of Birth: August 24, 1983
  • Current remuneration: ₹8,00,000 per month (FY25-26)
  • Proposed remuneration: ₹12,00,000 per month (from April 2026)
  • Qualification: MBA in Entrepreneurial Management from European Business School, London
  • Shareholding: 14.43% in company
  • Experience: Over 20 years in production management, merchandising, project setup, marketing
  • Other directorship: Tikani Exports Limited (Non-Executive Director)

Administrative Details

  • Registrar and Transfer Agent: MUFG Intime India Private Limited
  • Company website: www.bhandariexport.com
  • Annual Report available electronically and physically upon request
  • IEPF reminder: Unclaimed dividends for over 7 years will be transferred to Investor Education & Protection Fund