Meeting Details

  • Meeting Date: Tuesday, 29th September 2026
  • Meeting Time: 11:30 AM
  • Meeting Type: 62nd Annual General Meeting
  • Meeting Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM) without physical presence
  • Deemed Venue: Registered Office of the Company

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Financial Statements and Consolidated Financial Statements for the financial year ended 31st March 2026, along with reports from the Board of Directors and Auditors.

2. Dividend Declaration: To confirm payment of interim dividends and declare a final dividend for FY 2025-26.

  • Interim dividend of ₹2.50 per equity share (50%) declared on 06.02.2026
  • 2nd interim dividend of ₹2.30 per equity share (46%) declared on 29.05.2026
  • Final dividend of ₹12.28 per equity share (246%) recommended by the Board

3. Director Re-appointments:

  • Re-appointment of Shri Shantanu Roy (DIN: 10053283), Chairman & Managing Director, who retires by rotation
  • Re-appointment of Shri Rajeev Kumar Gupta (DIN: 10803828), Director (Rail & Metro Business), who retires by rotation

4. Auditor Remuneration: Authorization for Board to fix remuneration of Statutory Auditors for FY 2026-27

Special Business

5. Cost Auditor Ratification: Ratification of remuneration of ₹1,55,000 plus GST to M/s. Chandra Wadhwa and Co. for cost audit for FY 2026-27

6. Secretarial Auditor Appointment: Appointment of M/s. M P Sanghavi & Associates LLP (Firm Registration No. L2020MH007000) as Secretarial Auditors for five financial years from 2026-27 to 2030-31 at remuneration fixed by the Board

7. Director Appointments:

  • Appointment of Shri Sachin Dighde (DIN: 11306396) as Director (Defence Business) effective 18.09.2025
  • Appointment of Shri Dinesh Mahur (DIN: 10862645) as Government Nominee Director effective 05.06.2026

8. Independent Director Appointments (Special Resolutions):

  • Appointment of Smt. Promila Kundara (DIN: 11904770) as Independent Director from 21.08.2026 to 17.08.2029
  • Appointment of Shri Shankar Lal Agrawal (DIN: 11899309) as Independent Director from 18.08.2026 to 17.08.2029
  • Appointment of Shri Karunakaran Nambiar K. (DIN: 09511983) as Independent Director from 18.08.2026 to 17.08.2029

Voting Process and Methods

  • Voting Methods: Remote e-voting and e-voting during the AGM
  • E-voting Service Provider: Central Depository Services (India) Limited (CDSL)
  • Remote E-voting Period: Friday, 25.09.2026 at 09:00 Hours to Monday, 28.09.2026 at 17:00 Hours
  • Cut-off Date for Eligibility: Tuesday, 22.09.2026
  • Scrutinizer: M/s. M P Sanghavi & Associates LLP appointed to conduct the remote e-voting process
  • Scrutinizer Report: To be submitted to the Chairman within 2 working days from conclusion of AGM
  • Result Declaration: Results along with scrutinizer's report will be communicated to BSE, NSE, CDSL, RTA and displayed on company website

Key Dates

  • Record Date: Tuesday, 22nd September 2026 (for determining eligibility for e-voting and dividend payment)
  • Book Closure: Wednesday, 23rd September 2026 to Tuesday, 29th September 2026 (both days inclusive)
  • Dividend Payment: Final dividend to be paid within 30 days from declaration in electronic mode

Shareholder Participation Details

  • Facility Availability: VC/OAVM facility available to at least 1000 members on first-come-first-serve basis
  • Unrestricted Access: Large shareholders (holding 2% or more), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors can attend without restriction
  • Quorum: Attendance through VC/OAVM will be counted for quorum under Section 103 of Companies Act, 2013
  • Proxy Facility: Not available for this AGM due to virtual meeting format
  • Corporate Representatives: Corporate members/institutional investors can appoint authorized representatives under Section 113 of the Act by sending certified copy of Board Resolution/Power of Attorney to scrutinizer and company

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and Rules made thereunder
  • Ministry of Corporate Affairs General Circular No. 03/2025 dated 22.09.2025
  • SEBI circulars regarding e-voting and virtual meetings
  • Income-tax Act, 2025 provisions for TDS on dividend payments

Additional Information

  • Unclaimed Dividend: Details provided for dividends from FY 2018-19 to 2024-25 with transfer dates to Investor Education and Protection Fund (IEPF)
  • TDS on Dividend: Detailed tax withholding requirements explained for resident and non-resident shareholders
  • Share Sub-division: Information provided regarding sub-division of equity shares from ₹10 to ₹5 face value with record date of 3 November 2025
  • RTA Details: M/s. Kfin Technologies Limited appointed as Registrar and Share Transfer Agent
  • Document Availability: Notice and Annual Report available on company website (www.bemlindia.in), stock exchange websites, and CDSL website