DHYAANI TRADEVENTTURES LIMITED

AGM Logistics

  • Date and Time: Monday, 28th September 2026 at 10:30 A.M.
  • Venue: Registered Office of the company at Block-D, 101, Prahladnagar Trade Center, B/H Titanium City Center, Radio Mirchi Road, Jodhpur Char Rasta, Ahmedabad, Gujarat, India, 380015.
  • Cut-off Date: The Register of Members and Share Transfer Register will remain closed from Monday, 21st September 2026 to Monday, 28th September 2026 (both days inclusive) for determining voting eligibility.
  • Remote e-Voting Period: Commences on Friday, 25th September 2026 at 09:00 A.M. and ends on Sunday, 27th September 2026 at 05:00 P.M.

Business to be Transacted

ORDINARY BUSINESS

1. Adoption of Audited Financial Statements

To consider, approve, and adopt the Audited Financial Statement of the Company for the financial year ended March 31, 2026, comprising:

  • Balance Sheet as on March 31, 2026
  • Statement of Profit & Loss
  • Notes to Accounts
  • Reports of the Board of Directors and Auditors

2. Re-appointment of Director

To appoint a director in place of Mr. Amit Kapariya (DIN: 11054494), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

3. Approval for Related Party Transactions

An Ordinary Resolution seeks shareholder approval for entering into contracts/arrangements/transactions with the related party, Gandhinagar Leasing and Finance Limited (GLFL).

  • Nature of Transactions: Sale/purchase/lease of goods; procurement/rendering of services; transfer of resources; availing/advancing borrowings/inter-corporate loans/advances.
  • Relationship: GLFL is a related party pursuant to Section 2(76) of the Companies Act, 2013.
  • Tenure: Proposed transactions are for the period from 1st April 2026 to 31st March 2027.
  • Value Limit: The aggregate value of all such transactions shall not exceed INR 25 Crores during FY 2026-27.
  • Terms: Transactions are to be in the ordinary course of business, on an arm's length basis, and governed by the Company's Related Party Transaction Policy.
  • Source of Funds: Internal accruals.

4. Reappointment of Mr. Chintan Nayan Bhai Rajyaguru as Managing Director

An Ordinary Resolution seeks approval for the reappointment of Mr. Chintan Nayan Bhai Rajyaguru (DIN: 08091654) as Managing Director.

  • Term: Five years, effective from 5th September 2026 to 4th September 2031.
  • Remuneration: INR 20,00,000 per annum.
  • Justification: The reappointment is based on his leadership and the company's progression towards operational excellence.

5. Increase in Overall Managerial Remuneration Limit

A Special Resolution seeks approval to increase the overall limit of managerial remuneration payable beyond 11% of net profits computed under Section 198 of the Companies Act, 2013.

  • In case of no/inadequate profits: The overall remuneration shall not exceed Rs. 25,00,000.

6. Increase in Managerial Remuneration for MD beyond 5% of Net Profits

A Special Resolution seeks approval for payment of remuneration to Mr. Chintan Nayan Bhai Rajyaguru, Managing Director, in excess of 5% of the net profits of the Company in any financial year during his tenure.

  • Limit: The total remuneration shall not exceed Rs. 20,00,000 per annum.

Financial Performance Context (As provided in Explanatory Statement)

The following financial data was provided in the context of justifying managerial remuneration:

| Particulars (Rs. In Lacs) | FY Ended Mar 2026 | FY Ended Mar 2025 | FY Ended Mar 2024 |

| Total Revenue | 2721.73 | 1228.13 | 2982.33 |

| Less: Total expenditure | 2712.67 | 1214.63 | 2865.59 |

| Profit Before Tax | 9.07 | 35.47 | 101.21 |

| Less: Provision for Tax | - | 1.44 | - |

| Profit/(Loss) after tax | 6.78 | 24.81 | 68.64 |

Voting Information

  • The company is providing remote e-voting facilities through the NSDL platform.
  • The Scrutinizer appointed for the e-voting process is M/s Mukesh J. & Associates, Practicing Company Secretary, Ahmedabad.
  • Members can join the AGM via Video Conference (VC)/Other Audio Visual Means (OAVM).

Explanatory Statement Disclosures

  • For Item 3 (RPTs): Mr. Chintan Nayan Bhai Rajyaguru is related to the transaction; no other directors/KMP are interested.
  • For Item 4, 5, 6: Except Mr. Chintan Nayan Bhai Rajyaguru (the appointee), none of the Directors or Key Managerial Personnel are concerned or interested in the resolutions.
  • Mr. Chintan Nayan Bhai Rajyaguru holds 9,63,200 equity shares (5.66% stake) in the company.