AGM Logistics

  • The 42nd AGM is scheduled to be held on Wednesday, September 23, 2026, at 3:00 P.M. (IST).
  • The meeting will be conducted entirely through Video Conferencing (VC)/Other Audio Visual Means (OAVM) facility, in compliance with MCA circulars dated September 22, 2025.
  • The deemed venue for the AGM is the Registered Office of the Company at New Delhi.
  • The facility to join the meeting will be open from 2:45 P.M. to 3:15 P.M. (IST) on a first-come, first-served basis for up to 1,000 members. This cap does not apply to promoters, institutional investors, directors, KMPs, committee chairpersons, auditors, and shareholders holding 2% or more.

Business to be Transacted

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon.

2. Declaration of Final Dividend: To declare a Final Dividend of ₹0.50 (50%) per equity share of face value ₹1 each for FY 2025-26. This dividend was recommended by the Board at its meeting held on May 19, 2026.

3. Appointment of Director (Retiring by Rotation): To appoint a director in place of Mr. Shikhar Aggarwal (DIN: 06975729), who retires by rotation and, being eligible, offers himself for re-appointment.

Special Business

4. Appointment of Mr. Manoj Joshi as Independent Director: To consider and, if thought fit, to pass a Special Resolution for the appointment of Mr. Manoj Joshi (DIN: 00036546) as a Non-Executive Independent Director for an initial term of five consecutive years from August 07, 2026, to August 06, 2031. He was appointed as an Additional Director in this category effective August 07, 2026. His remuneration will be sitting fees for meetings and a commission as per the company's policy, which was approved by shareholders for a 3-year period ending March 31, 2028, via a postal ballot on February 06, 2026.

5. Re-appointment of Mr. Shikhar Aggarwal as Joint Managing Director: To consider and, if thought fit, to pass a Special Resolution for the re-appointment of Mr. Shikhar Aggarwal (DIN: 06975729) as Joint Managing Director (KMP) for a further term of three years from June 17, 2027, to June 16, 2030.

Details of Managerial Remuneration (Item No. 5)

The proposed remuneration for Mr. Shikhar Aggarwal as Joint MD is as follows:

  • Fixed Salary: ₹20,00,000 per month (including Basic, HRA, Special Allowance), subject to an annual revision of up to 10%.
  • Perquisites and Allowances: Includes Mediclaim, Term, and Personal Accident Insurance; telephone/mobile/internet facilities; a chauffeur-driven company car with all expenses; employer's PF contribution; Superannuation and Gratuity as per policy; and reimbursement of expenses as per HR policy.
  • Commission: At least 3% of net profits of the Company or ₹1,50,00,000, whichever is higher, in any financial year.
  • Minimum Remuneration Clause: The resolution includes a provision to pay the above remuneration as a minimum, even in case of inadequacy or absence of profits, pursuant to Schedule V of the Companies Act, 2013.

Financial Performance Context (From Annexure-B)

The explanatory statement for Item No. 5 provides the following financial data for context regarding the minimum remuneration clause:

  • Revenue from Operations (FY26): ₹209.92 Crore (Previous Year FY25: ₹138.49 Crore)
  • Total Income (FY26): ₹316.81 Crore (PY: ₹185.15 Crore)
  • Profit Before Tax (FY26): ₹107.02 Crore (PY: ₹23.12 Crore)
  • Profit After Tax (FY26): ₹102.53 Crore (PY: ₹21.96 Crore)
  • Mr. Aggarwal's remuneration for FY 2025-26 was ₹120 lakh in salary and ₹150 lakh in commission.

Record Date and Dividend Payment

  • The Record Date for determining members eligible for the final dividend and for e-voting is Wednesday, September 16, 2026.
  • The final dividend, if approved, will be paid within 30 days from the date of the AGM (i.e., by October 23, 2026) electronically to members who have updated their bank details.
  • TDS on Dividend: The company will deduct TDS on dividends as per the Income Tax Act, 1961. For resident individuals, the rate is 10% (20% if PAN is not provided), subject to a ₹10,000 annual exemption threshold. Members are urged to update their PAN, residential status, and category with their DP/RTA.

Voting Information

  • Remote e-Voting: The facility is provided through the electronic voting platform of KFIN Technologies Limited.
  • Remote e-Voting Period: Commences at 09:00 A.M. (IST) on Saturday, September 19, 2026, and ends at 05:00 P.M. (IST) on Tuesday, September 22, 2026.
  • E-Voting at AGM: Members who have not voted remotely can vote electronically during the AGM.
  • Scrutinizer: Mr. Vijay Yadav, Partner of AVS & Associates, has been appointed as the Scrutinizer to scrutinize the e-voting process.
  • The results will be declared by the Chairman and placed on the company's website (www.blsinternational.com) and KFintech's website (https://evoting.kfintech.com).

Distribution of Notice and Annual Report

  • The Notice of AGM and the Annual Report for FY 2025-26 have been sent through electronic mode to all members whose email addresses were registered with the Company/RTA/DP as of the end of business hours on August 21, 2026.
  • These documents are also available on the company's website (www.blsinternational.com), the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com), and the website of KFintech (https://evoting.kfintech.com).

Other Key Notes from the Notice

  • Proxy Facility: Not available as the meeting is virtual.
  • Quorum: The attendance of members through VC/OAVM will be counted for quorum under Section 103 of the Companies Act, 2013.
  • Shareholder Queries: Members seeking information on matters to be placed at the AGM must write to compliance@blsinternational.net from their registered email ID by September 16, 2026.
  • Unclaimed Dividends/IEPF: Dividends unclaimed for 7 years are transferred to the Investor Education and Protection Fund (IEPF). Subsequent shares are also transferred. Members are advised to claim dividends promptly.
  • Dematerialization: Members holding physical shares are advised to dematerialize them.