Bhandari Hosiery Exports Ltd

AGM details

• Record Date fixed on 8 September 2026 to determine final dividend entitlement and AGM voting eligibility.
• Notice for the 33rd AGM also covers book closure, cut-off date, e-voting information, and dividend payment.

AGM & Annual Report Details

• Intimation under Regulation 30 for AGM notice and Annual Report FY2025-26.
• AGM on 15 September 2026 at 9:30 AM IST at the Registered Office, Ludhiana.
• Unregistered-email members will receive a web link and access path to the Annual Report.
• Cut-off date for email address update: 14 August 2026.
• Annual Report available at www.bhandariexport.com; direct path https://www.bhandariexport.com/annual-reports/.
• RTA MUFG Intime India Private Limited (formerly Link Intime).

KYC & Dematerialisation Update

• Reminder to update KYC details per SEBI circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024.
• Required updates: PAN, address with PIN, mobile, bank details, specimen signature, nomination.
• Dematerialisation of physical securities encouraged; electronic payments possible only if updated.
• Forms ISR-1/2/3, SH-13/14 and SEBI formats available on website.

AGM Details

• 33rd AGM on 15 September 2026 at 9:30 A.M. at the registered office.
• Register of Members and Share Transfer Books closed 9–15 September 2026.
• Record date for dividend and voting: 8 September 2026.
• Cut-off date for voting and e-voting: 8 September 2026.
• E-voting period: 12–14 September 2026; venue voting also available.
• Dividend, if approved, will be paid within 30 days of AGM.
• Notice and annual report available on company website; hard copies on request.

Dividend

• Final dividend of Rs 0.01 per share proposed; payable within 30 days of AGM.
• Dividend payable to holders on record as of 8 September 2026.

Resolutions

• Ordinary: Adoption of Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Declaration of dividend on equity shares.
• Ordinary: Re-appointment of Mr. Vikas Nayar, retiring by rotation.
• Special: Re-appoint Nitin Bhandari as Chairman & Managing Director for 5 years from 22 Nov 2026.
• Special: Increase remuneration of Nitin Bhandari to Rs 12 lakh per month from 01 Apr 2026.

Director Changes

• Vikas Nayar to be re-appointed as Director, retiring by rotation.
• Nitin Bhandari to be re-appointed as Chairman & Managing Director for 5-year term.

Financial highlights

• Total income: Rs 28,071.41 Lacs for 2025-26.
• Profit after tax: Rs 776.83 Lacs.
• EPS (Basic/Diluted): Rs 0.23 / 0.32.
• Proposed final dividend: Rs 0.01 per share (1%).

Capital structure & equity

• Rights issue added 92,906,781 shares.
• Paid-up equity capital after rights: Rs 3,329.56 Lacs.
• Net debt after year-end: Rs 8,203.57 Lacs.
• Debt-to-equity ratio: 0.45x.

Dividend & AGM

• AGM: 33rd AGM on 15 September 2026.
• Dividend proposal disclosed; payable if approved.

CSR & ESG

• CSR focus areas: Education, Women Empowerment, Environmental Sustainability.
• CSR spend Rs 18.11 Lacs; required Rs 17.94 Lacs.
• Certifications maintained: BSCI, GOTS, SEDEX.

Governance & board

• Board size seven; two new independent directors appointed in 2025.
• Independent directors: Komal Kathuria, Rohit Kumar Chhabra, Sharon Arora.
• Audit Committee chaired by Komal Kathuria; four meetings held.
• Secretarial Auditor: Rajeev Bhambri & Associates.

Audits & internal controls

• Auditor's report: no adverse remarks.
• Internal financial controls are adequate and effective.

Outlook & risks

• Outlook: textile sector expected to grow; demand drivers ahead.
• Key risks: cotton price volatility, forex, energy costs.

Certifications

• BSCI, GOTS, Sedex certifications maintained.

AGM Details

• AGM scheduled for 15 September 2026 at 9:30 AM at the registered office.
• Mode: physical meeting with e-voting facility available.
• Members' register/transfer closure from 9 to 15 September 2026.

Ordinary Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026.
• Declaration of dividend on equity shares for year ended 31 March 2026.
• Re-appointment of Mr. Vikas Nayar by rotation (DIN 00071047).

Special Resolutions

• Re-appointment of Mr. Nitin Bhandari as Chairman & Managing Director for 5 years from 22.11.2026.
• Remuneration terms increased to Rs 12,00,000 per month from 01/04/2026.
• Remuneration terms including perquisites and benefits per Schedule V; board can adjust within Act limits.
• In case of loss or inadequate profits, minimum remuneration payable to MD.

Dividend

• Final dividend recommended at 1% (Rs 0.01 per share), subject to shareholder approval.

Issue Overview

• Type: rights issue of equity shares.
• Total issue size revised downward due to undersubscription.
• Main objectives: long-term working capital, loan reductions, GCP, and rights issue expenses.

Utilisation of Proceeds

• Utilisation as disclosed: aligned with the offer document.
• Deviations: undersubscription caused deferral of two objects.
• Long-term working capital: utilised toward suppliers; fully deployed.
• Reduction in long-term loans: deferred.
• General Corporate Purpose: not utilised; deferred.
• Rights issue expenses: fully utilised.
• Unutilised funds: monitoring account balance nil; no idle funds.

Governance and Compliance

• Approvals: board approval and statutory certificates in place; no pending approvals.
• Material events: undersubscription and deferral affecting viability.
• No other material governance issues reported.

General Corporate Purpose (GCP)

• GCP: not utilised; deferred; board approved reallocation.

Meeting Details

• Board meeting scheduled on 13 August 2026 at the registered office, Ludhiana, via video conference.

Key Agenda Items

• Consider and approve unaudited financial results for the quarter ended 30 June 2026.

Other Notes

• Trading window closed from 1 July 2026 for 48 hours after unaudited results declaration.

Dematerialisation/rematerialisation status

• Certificate under Regulation 74(5) for the reporting period enclosed.