Meeting Details

The 39th AGM will be held on Monday, 28th September 2026 at 11:00 A.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The deemed venue is the Registered Office of the Company at 56/7, Nallambakkam Village, (Via Vandalur), Chennai, Tamil Nadu – 600048. The meeting is being conducted through VC/OAVM in compliance with MCA General Circular Nos. 14/2020, 17/2020, 20/2020, and the latest General Circular No. 03/2025 dated 22nd September 2025.

Proposed Resolutions and Implications

Ordinary Businesses

Item No. 1: Adoption of Financial Statements

  • To receive, consider and adopt: (a) Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors; (b) Audited Consolidated Financial Statements for FY ended March 31, 2026 with Report of Auditors.

Item No. 2: Appointment of Director

  • To appoint a director in place of Mr. Snehdeep Aggarwal (DIN: 00928080) who retires by rotation and offers himself for re-appointment.

Special Businesses

Item No. 3: Approval of Remuneration to Related Party (Ordinary Resolution)

  • Ratification and approval for payment of professional fees exceeding ₹2,50,000/- per month to Mr. Robert Burton Moore Jr. (DIN: 08108097) as Consultant for Sales advisory and Marketing from 1st July 2026 to 31st March 2027.

Item No. 4: Approval of Remuneration to Mr. Robert Burton Moore Jr. (Special Resolution)

  • Approval for payment of remuneration to Mr. Robert Burton Moore Jr. for FY 2026-27 exceeding 50% of total annual remuneration payable to all Non-Executive Directors.

Item No. 5: Continuation of Directorship of Mr. Deepak Bhojwani (Special Resolution)

  • Consent for continuation of Mr. Deepak Bhojwani (DIN: 07351577) as Non-Executive Independent Director beyond age of 75 years (completing on 26th January 2027) on existing terms.

Item No. 6: Re-appointment of Mr. Deepak Bhojwani (Special Resolution)

  • Re-appointment of Mr. Deepak Bhojwani as Independent Director for second term of five consecutive years from 11th August 2027.

Item No. 7: Re-appointment of Mr. Navkiran Singh Ghei (Special Resolution)

  • Re-appointment of Mr. Navkiran Singh Ghei (DIN: 09649188) as Independent Director for second term of five consecutive years from 11th August 2027.

Item No. 8: Re-appointment of Mr. Vivek Kapur (Special Resolution)

  • Re-appointment of Mr. Vivek Kapur (DIN: 09678378) as Independent Director for second term of five consecutive years from 11th August 2027.

Item No. 9: Approval of Borrowing Limits (Special Resolution)

  • Enhancement of borrowing limits from ₹700 Crores to ₹1,200 Crores pursuant to Section 180(1)(c) of Companies Act, 2013.

Item No. 10: Authorization to Create Security (Special Resolution)

  • Authorization to create mortgages/charges on company properties to secure borrowings up to ₹1,200 Crores pursuant to Section 180(1)(a) of Companies Act, 2013.

Voting Process and Methods

The company is providing remote e-voting facility through National Securities Depository Limited (NSDL).

Remote e-Voting Period: Commences on Friday, 25th September 2026 at 9:00 a.m. and ends on Sunday, 27th September 2026 at 5:00 p.m.

Cut-off Date: Monday, 21st September 2026

E-voting during AGM: Members who haven't voted remotely can vote during the AGM through the e-voting system provided by NSDL.

Scrutinizer Appointment: Mr. Ravi Sharma, Partner, M/s. RSM & Co., Practicing Company Secretaries (Membership No. 4468, COP: 3666) has been appointed as Scrutinizer.

Key Director Details

Mr. Robert Burton Moore Jr.: Proposed consultancy fees of USD 135,000 (approximately 0.095% of company's annual consolidated turnover) for period 1st July 2026 to 31st March 2027.

Mr. Snehdeep Aggarwal: Retiring director seeking re-appointment, holds 1,193,362 equity shares, received remuneration of ₹9,00,000 (honorary) in FY 2024-25.

Independent Directors:

  • Mr. Deepak Bhojwani (74 years): IFS, LL.B., B.Com, former Ambassador
  • Mr. Navkiran Singh Ghei (70 years): Retired Lt. General of Indian Army
  • Mr. Vivek Kapur (65 years): Chartered Accountant with 36 years experience

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Secretarial Standards issued by ICSI
  • MCA Circulars regarding virtual meetings

Additional Information

  • The notice and annual report are being sent electronically to members with registered email addresses
  • Members can inspect relevant documents at the registered office during business hours
  • Institutional shareholders must send authorized representative documents to shares@bhartiya.com
  • Results of voting will be declared within prescribed time and placed on company website (www.bhartiya.com), NSDL website, and communicated to BSE and NSE