Detailed Summary

Ordinary Business Agenda Items

1. Adoption of Standalone Financial Statements: To consider and adopt the audited Standalone Financial Statements for the financial year ended March 31, 2026, including the Balance Sheet, Profit and Loss Account, Cash Flow Statement, Notes to Accounts, along with the Reports of the Board of Directors and Auditors.

2. Adoption of Consolidated Financial Statements: To consider and adopt the audited Consolidated Financial Statements for the financial year ended March 31, 2026, including the Balance Sheet, Profit and Loss Account, Notes to Accounts, and the Auditors' Report.

3. Declaration of Equity Dividend: To declare a final dividend at the rate of 10% (₹0.10 per share) on equity shares of face value ₹1/- each for FY 2025-26. The total amount absorbed for this dividend is ₹43,73,400. The dividend will be paid to members on the Register of Members as of the record date, subject to TDS.

4. Confirmation of Preference Dividend: To confirm the dividend paid on 300,000, 11% Cumulative Redeemable Preference Shares (face value ₹100 each) for the period from April 1, 2025, to March 31, 2026. The total dividend paid amounts to ₹33,00,000.

5. Re-appointment of Director (Mr. Vijay Kumar Mohta): Mr. Vijay Kumar Mohta (DIN:00535338), a Non-Executive Director, retires by rotation and is eligible for re-appointment.

6. Re-appointment of Director (Mrs. Jyoti Mohan Dalmia): Mrs. Jyoti Mohan Dalmia (DIN:02546712), a Non-Executive Director, retires by rotation and is eligible for re-appointment.

Special Business Agenda Items

7. Ratification of Managing Director's Remuneration: A special resolution to revise the remuneration of Mr. Anirudh Mohta (DIN:00065302), Managing Director, effective from 1st April 2027 for the remainder of his tenure. The proposed remuneration is ₹8,50,000 per month, which is the same as his last drawn salary for FY 2026-27. All other terms from his agreement dated 9th February 2023 remain unchanged. The resolution is pursuant to Section 197 and Schedule V of the Companies Act, 2013.

8. Approval for Remuneration from Subsidiaries: A special resolution to approve payment of professional fees to Mr. Anirudh Mohta for holding an office of profit in the company's subsidiaries. The proposed fees are ₹1,50,000 per month from BEMCO FLUIDTECHNIK LLP and ₹3,00,000 per month from PEGASYS MACHINES PRIVATE LIMITED, plus other perquisites as per company rules. This is pursuant to Sections 177 and 188 of the Companies Act, 2013 and SEBI LODR Regulations, 2015. The Audit and NRC committees approved this on 25.05.2026.

9. Approval of Related Party Transactions: A special resolution to seek shareholder approval for Material Related Party Transactions with the subsidiary BEMCO FLUIDTECHNIK LLP for FY 2026-27. The transactions, deemed material as they exceed 10% of the annual consolidated turnover, are:

  • Purchase of hydraulic components: ₹3,00,00,000
  • Sale of hydraulic components and materials: ₹3,00,00,000

The transactions are on an arm's length basis but require approval due to the lack of comparative quotes for unique products. Related parties will abstain from voting as per Regulation 23 of SEBI LODR.

10. Lease of Undertaking: A special resolution to approve leasing out 40,000 sq feet of land located at RS No. 691 (New No.343), Industrial Estate, Belgaum. The lease will be on a monthly rent plus an interest-free deposit, awarded to the highest bidder. This requires approval under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of SEBI LODR.

Key Dates and Administrative Details

  • Record Date: Thursday, 6th August 2026 (for determining eligibility for e-voting and dividend).
  • Register of Members Closure: From Friday, 7th August 2026 to Thursday, 13th August 2026 (both days inclusive).
  • E-Voting Period: Begins on Sunday, 9th August 2026 at 10:00 AM and ends on Wednesday, 12th August 2026 at 5:00 PM.
  • Scrutinizer: Mr. S. R. Deshpande, Practicing Company Secretary (CP No. 01865).
  • Proxy Submission: Must be deposited at the Registered Office at least 48 hours before the meeting.

Financial Performance Context (From Annexure B)

The document provides financial performance for context regarding managerial remuneration:

  • Turnover: ₹8,160.41 Lakhs (2025-26), ₹8,347.71 Lakhs (2024-25), ₹7,235.79 Lakhs (2023-24)
  • Profit Before Tax: ₹1,390.92 Lakhs (2025-26), ₹1,226.93 Lakhs (2024-25), ₹991.63 Lakhs (2023-24)
  • Profit After Tax: ₹994.29 Lakhs (2025-26), ₹920.48 Lakhs (2024-25), ₹703.25 Lakhs (2023-24)
  • Earnings Per Share (EPS): ₹2.27 (2025-26), ₹2.10 (2024-25), ₹32.16 (2023-24)

The notice includes extensive explanatory statements, director profiles, and instructions for shareholders regarding attendance, voting (including e-voting and m-voting), and communication.