Shareholders meeting

BHANDARI HOSIERY EXPORTS LIMITED REGD. OFFICE: BHANDARI HOUSE, VILLAGE MEHARBAN, RAHON ROAD, LUDHIANA-141007 (PUNJAB) (INDIA) PHONES: +91-88720-16410, FAX: +91-161-2690394, E-mail: bhandari@bhandariexport.com Web: www.bhandariexport.com; Corporate Identification No.: L17115PB1993PLC013930 20.08.2026 To, To, Department of Corporate Relations, National Stock Exchange of India Ltd, BSE Limited, Exchange Plaza, C- 1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (East), Dalal Street, Mumbai – 400001 Mumbai– 400051 Scrip Code: 512608 Symbol: BHANDARI Dear Sir, Sub: - Notice of the 33rd Annual General Meeting of the Company We wish to inform you that the 33rd Annual General Meeting (“AGM”) of the Company will be held on Tuesday, the 15th day of September, 2026 at 9.30 A.M. at the Registered Office of the Company at Bhandari House, Village Meharban, Rahon Road, Ludhiana-141007 in accordance with the circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. We are attaching a copy of the notice of the AGM for your records. The above-mentioned Notice is also being uploaded on the Company's website at www.bhandariexport.com We request you to kindly note the same and acknowledge receipt. Thanking You Yours Sincerely, For Bhandari Hosiery Exports Limited, Shilpa Tiwari Company Secretary & Compliance Officer M.No. A59374 Bhandari Hosiery Exports Limited Annual Report 2025-26 BHANDARI HOSIERY EXPORTS LIMITED REGD. OFFICE : BHANDARI HOUSE, VILLAGE MEHARBAN, RAHON ROAD, LUDHIANA-141007 (PUNJAB) (INDIA) PHONES: +91-88720-16410, FAX: +91-161-2690394, E-mail: bhandari@bhandariexport.com Web: www.bhandariexport.com; Corporate Identification No.: L17115PB1993PLC013930 NOTICE Notice is hereby given that the 33rd Annual General Meeting of the Members of the Company will be held on Tuesday the 15th day September, 2026 at 9.30 A.M. at the Registered Office of the Company at Bhandari House, Village Meharban, Rahon Road, Ludhiana-141007 to transact the following business:- ORDINARY BUSINESS: 1. Adoption of Accounts To receive, consider and adopt the Audited Financial Statements for the financial year ended 31st March, 2026 together with the Reports of the Auditors and Directors thereon. 2. Consider declaration of Dividend To consider declaration of dividend on Equity Shares for the financial year ended 31st March, 2026. 3. Re-appointment of Mr. Vikas Nayar To appoint a Director in place of Mr. Vikas Nayar (DIN- 00071047), who retires by rotation at this meeting and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 4. To Consider and if thought fit, to pass the following resolution as Special Resolution:- To re-appoint Mr. Nitin Bhandari, as the Chairman & Managing Director of the Company for 5 years w.e.f. 22.11.2026. “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and other applicable provisions of the Companies Act, 2013 read with Schedule V thereto and the rules made thereunder, and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) thereof, approval of the members of the Company be and is hereby accorded for the re-appointment of Mr. Nitin Bhandari (DIN: 01385065) as Chairman & Managing Director of the Company for a further period of 5 years with effect from 22.11.2026 to 21.11.2031 on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. RESOLVED FURTHER THAT the remuneration payable to Mr. Nitin Bhandari (DIN: 01385065) as Chairman & Managing Director of the Company shall be subject to the limits prescribed under Sections 197 and 198 read with Schedule V of the Companies Act, 2013 and other applicable provisions, if any. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter, vary or modify the terms and conditions of appointment and remuneration of Mr. Nitin Bhandari (DIN: 01385065) as a Chairman & Managing Director of the Company within the limits prescribed under the Companies Act, 2013 and applicable regulations. RESOLVED FURTHER THAT the event of absence or inadequacy of profits in any financial year during the tenure of Mr. Nitin Bhandari as Chairman & Managing Director, the Company shall pay to Mr. Nitin Bhandari, the above remuneration as minimum remuneration but not exceeding the limits specified under Section II of Part II of Schedule V to the Companies Act, 2013 and applicable regulations. Bhandari Hosiery Exports Limited Annual Report 2025-26 “RESOLVED FURTHER THAT, Mr. Nitin Bhandari, Managing Director of the Company or Ms. Shilpa Tiwari, Company Secretary & Compliance Officer of the Company be and are hereby authorized to do all the acts, deeds and things which may be necessary to give effect to this resolution.” 5. To Consider and if thought fit, to pass the following resolution as Special Resolution:- To consider and approve to increase the remuneration of Mr. Nitin Bhandari, Chairman & Managing Director of the Company . "RESOLVED THAT Pursuant to the provisions of Section 197, 198 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re- enactment thereof), applicable clauses of the Articles of Association of the Company and the applicable Regulations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 based on the recommendation of the Nomination and Remuneration Committee, Audit Committee and Board, the approval of members be and is hereby accorded to increase the remuneration of Mr. Nitin Bhandari (DIN: 01385065) Chairman & Managing Director of the Company, from 8,00,000 per month to 12,00,000 per month w.e.f 01/04/2026 on the terms and conditions including remuneration as mentioned below: Basic Salary 12,00,000/- (Rupees Twelve Lakh only) per month with authority to Board of Directors (which expression shall include a committee thereof) to revise the basic salary from time to time considering the performance of the Company. Perquisites Additionally allowable perquisites as specified in Section IV of Part II of Schedule V to the Companies Act, 2013 shall be such as in accordance with the rules of Company or as may be fixed and decided by the Board of Directors from time to time Other Benefits All other benefits, facilities, schemes, reimbursements, provident fund contribution, gratuity, health and other insurances, Vehicle or any other kind of benefit as granted to senior employees of the Company as per Rules/Policies of the Company, from time to time. “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter or vary, in accordance with the terms and conditions stated above, the scope of remuneration of Mr. Nitin Bhandari, Chairman and Managing Director, including monetary value thereof, to the extent recommended by the Nomination and Remuneration Committee from time to time as may be considered necessary, subject to the overall limits as specified by the Companies Act, 2013.” "RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the aforesaid period, the Company will pay to Mr. Nitin Bhandari, the above remuneration as minimum remuneration but not exceeding the ceiling laid down in Schedule V to the Companies Act, 2013, as may be decided by the Board of Directors.” “RESOLVED FURTHER THAT, Mr. Nitin Bhandari, Managing Director of the Company or Ms. Shilpa Tiwari, Company Secretary & Compliance Officer of the Company be and are hereby authorized to do all the acts, deeds and things which may be necessary to give effect to this resolution.” By Order of the Board of Directors For Bhandari Hosiery Exports Limited Sd/- Place: Ludhiana (Nitin Bhandari) Da [Showing first 8,000 characters — download PDF for full document]