Dated: 12th April 2026
NOTICE OF THE 3rd ANNUAL GENERAL MEETING
OF
NICCA BANGLADESH CO., LTD.
Notice is hereby given to all Shareholders of NICCA BANGLADESH CO., LTD. that the 3rd Annual General Meeting of the Company will be held at 11:00 A.M. on 10th May 2026 via online platform (Microsoft Teams) to consider the following agenda:
To confirm the minutes of the last Annual General Meeting of the company.
To adopt and approve the audited Financial Statements for the year ended 31st December 2025; Along with the report of Auditors’ and Directors’ thereon;
To Appoint Auditor and fix their remuneration for the year ended 31st December 2026; and,
To discuss and approve the appointment of Mr. Kotaro Takeuchi as the Nominee Director of HONG KONG NICCA CHEMICAL CO., LTD., replacing Mr. Yasumasa Emori.
Any other matters with the permission of the Chair.
All members are requested to attend the meeting.
√
_______________
Kotaro Takeuchi
Managing Director
Copy to:
All Members of the company
MINUTES OF THE 3rd ANNUAL GENERAL MEETING
OF
NICCA BANGLADESH CO., LTD.
The 3rd Annual General Meeting of NICCA BANGLADESH CO., LTD. was held at 11:00 A.M on 10th May 2026 via online platform Microsoft Teams to consider the following agenda:
The following Members / Directors were present:
Sl.
No.
Name of the Members/ Directors
Designation
Signature
01
Mr. Yasumasa Emori
Chairman
√
02
Mr. Kotaro Takeuchi
Managing Director
√
Mr. Yasumasa Emori, Chairman of the Company presided over the meeting. Being satisfied with the quorum, the Chairman started the proceeding of the meeting.
Proceeding:
The notice of the meeting was read out and the proceedings of the meeting started as per the agenda:
Agenda No.: - 01. To confirm the minutes of the last Annual General Meeting of the company.
The minutes of the last Annual General Meeting held on 4th May 2025 were read and confirmed.
Agenda No.: - 02. To adopt and approve the audited Financial Statements for the year ended 31st December 2025 along with the report of Auditors’ and Directors’ thereon:
The Chairman placed before the meeting the Audited Financial Statements of the Company for the year ended 31st December 2025 together with the Auditor’s Report and the Directors’ Report. The following resolution was passed as proposed by Mr. Kotaro Takeuchi, Managing Director of the company and seconded by Mr. Yasumasa Emori, Chairman of the company.
“RESOLVED THAT; the audited Financial Statements of the Company for the year ended 31st December 2025 with the notes to the Financial Statements for the same year along with the Auditor’s Report and Directors Report thereon be and are hereby approved and adopted.”
Agenda No.: - 03. To appoint Auditor and fix their remuneration for the year ended 31st December 2026.
In terms of Section 210 & 212 of the Companies Act 1994 the Chairman proposed the name of ahamed shamim & co., chartered accountants, who is eligible for re-appointment as the auditor of the Company for the year ended 31st December 2026.
The following resolution was passed as proposed by Mr. Kotaro Takeuchi, Managing Director of the company and seconded by Mr. Yasumasa Emori, Chairman of the company.
“RESOLVED THAT; ahamed shamim & co., chartered accountants be and are hereby appointed as the Auditors of the Company for the year 31st December 2026 to hold the office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting of the Company at a fee to be decided by the Board of Directors of the Company.”
Agenda No.: - 04. The Chairman informed the Board that, following the transfer of Mr. Kotaro Takeuchi from NICCA CHEMICAL CO., LTD., he will represent HONG KONG NICCA CHEMICAL CO., LTD. as its Nominee Director, replacing Mr. Yasumasa Emori.
The Chairman informed the Board that, following the transfer of Mr. Kotaro Takeuchi from NICCA CHEMICAL CO., LTD., he will represent HONG KONG NICCA CHEMICAL CO., LTD. as its Nominee Director, replacing Mr. Yasumasa Emori. The board discussed the matter and passed the following resolutions unanimously:
“RESOLVE THAT; Mr. Kotaro Takeuchi has been removed from the position of Nominee Director of NICCA CHEMICAL CO., LTD. as well as appointed as the Nominee Director of HONG KONG NICCA CHEMICAL CO., LTD. The decision has been approved by the board which is effective from 10th May 2026.”
“FURTHER RESOLVED THAT; the withdrawal of Mr. Yasumasa Emori from the position of Nominee Director representing HONG KONG NICCA CHEMICAL CO., LTD. be and is hereby accepted with effect from 10th May 2026.”
Agenda No.: - 05. Any other matters with the permission of the Chair:
Since there were being no other business to transact, the Meeting ended with a vote of thanks to the Chair.
√
_______________
Yasumasa Emori
Chairman of the Company