AGM Details

The Thirty First Annual General Meeting of Brigade Enterprises Limited is scheduled to be held on Thursday, August 13, 2026 at 11:00 a.m. IST at Sheraton Grand Hotel, 26/1, Dr Rajkumar Road, Malleswaram, Rajajinagar, Bangalore – 560055, Karnataka, India.

Remote E-Voting Details

The remote e-voting period commences from Sunday, August 9, 2026 (9:00 a.m. IST) and ends on Wednesday, August 12, 2026 (5:00 p.m. IST). The cut-off date for determining members eligible to vote is Wednesday, August 5, 2026. Voting rights shall be in proportion to shareholding as on this cut-off date.

Ordinary Business Agenda

Item 1: Adoption of Financial Statements

To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, including the Balance Sheet as at March 31, 2026, Statement of Profit and Loss, Cash Flow Statement, and reports of the Board of Directors and Auditors. Proposed as Ordinary Resolution.

Item 2: Declaration of Final Dividend

To declare a final dividend of ₹2 per equity share (20% of ₹10 each fully paid up) for the financial year 2025-2026. Proposed as Ordinary Resolution.

Item 3: Re-appointment of Director

To appoint Mr. Pradyumna Krishna Kumar (DIN: 07870840) who retires by rotation and is eligible for re-appointment. Proposed as Ordinary Resolution.

Item 4: Re-appointment of Director

To appoint Ms. Pavitra Shankar (DIN: 08133119) who retires by rotation and is eligible for re-appointment. Proposed as Ordinary Resolution.

Special Business Agenda

Item 5: Enhanced Borrowing Powers

To enhance borrowing powers of the Board under Section 180(1)(c) of Companies Act, 2013 from existing ₹5,000 crores to ₹10,000 crores (Rupees ten thousand crores). This authorization would allow borrowing from banks, financial institutions, through NCDs/FCDs/PCDs, ECBs, or other debt instruments. Proposed as Special Resolution.

Item 6: Creation of Charge/Lien

Approval for creation of mortgage, charge, hypothecation, lien and other encumbrances on company assets (present and future) to secure borrowings up to ₹10,000 crores. Proposed as Special Resolution.

Item 7: NCD Issuance on Private Placement

Approval for issuance of Non-Convertible Debentures (NCDs) on private placement basis aggregating up to ₹1,500 crores in one or more tranches within one year from AGM date. Proposed as Special Resolution.

Item 8: Employee Stock Option Plan 2026

Approval of 'Brigade Employee Stock Option Plan 2026' and grant of employee stock options to employees of the Company for up to 3,000,000 equity shares (thirty lakh shares). Proposed as Special Resolution.

Item 9: ESOP for Subsidiary Employees

Approval to grant stock options to employees of the Company's subsidiaries/associate companies/Joint Ventures under the 'Brigade Employee Stock Option Plan 2026' for up to 3,000,000 equity shares. Proposed as Special Resolution.

Item 10: Ratification of Cost Auditor Remuneration

Ratification of remuneration of ₹145,000 (plus applicable taxes and out-of-pocket expenses) payable to M/s. Murthy & Co. LLP, Cost Accountants (LLP ID No. AAB-1402) as Cost Auditors for FY 2025-2026. Proposed as Ordinary Resolution.

Dividend Details

The Board of Directors in their meeting held on May 6, 2026 recommended a final dividend of ₹2.00 (20%) per equity share. If approved, the dividend will be paid on or before Monday, August 31, 2026 to members whose names appear in the Register of Members on the Record Date of Wednesday, August 5, 2026.

Record Date

The Company has fixed Wednesday, August 5, 2026 as the Record Date for determining members eligible for dividend on equity shares.

Tax Implications on Dividend

The notice specifies that dividend will be subject to TDS under Income-tax Act, 2025. No tax shall be deducted if total dividend received by a resident individual shareholder during FY 2026-2027 does not exceed ₹10,000, or where members provide Form 121 subject to conditions.

ESOP Plan Details (Items 8 & 9)

  • Maximum options: 3,000,000 equity shares of ₹10 each
  • Vesting period: Minimum 1 year, overall maximum 4 years
  • Exercise period: 5 years from vesting date
  • Exercise price: At discount of up to 5% compared to market price
  • Eligibility: Employees of Company and subsidiaries/associate companies/Joint Ventures (excluding promoters, promoter group, independent directors, and directors holding >10% shares)
  • Administration: By Nomination & Remuneration Committee

Borrowing Rationale (Items 5 & 6)

The company had total borrowings of ₹3,007 crores as of March 31, 2026 (₹2,436 crores towards lease rental discounting loans). The enhanced borrowing limit is required for expansion and growth plans with a pipeline of over 57 million square feet of land bank area to be developed. The company plans annual land bank addition equivalent to 15 mn sqft of developable area.

NCD Issuance Rationale (Item 7)

The company has become a 'Large Corporate' as per SEBI circular dated October 19, 2023, with long-term borrowing of ₹1,000+ crores and credit rating of AA (Stable) by ICRA. Large Corporates must raise at least 25% of qualified borrowings through debt securities issuance.

Director Details

Mr. Pradyumna Krishna Kumar: Appointed July 12, 2023; holds 28,776 shares (0.009%); remuneration for FY26 was ₹372 lakhs (salary ₹165 lakhs + commission ₹207 lakhs).

Ms. Pavitra Shankar: Managing Director since October 2022; holds 2,764,125 shares directly (0.85%) and is part of promoter group holding 41.10%; remuneration for FY26 was ₹450 lakhs (salary ₹216 lakhs + commission ₹234 lakhs).

Scrutinizer Appointment

The Company has appointed CS Biswajit Ghosh (Membership No. FCS 8750) or in his absence CS Pramod S M (Membership No. F7834), Partners of M/s. BMP & Co., LLP as Scrutinizer for the e-voting process.

Registrar & Transfer Agent

KFin Technologies Limited, Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032.

Additional Information

The notice includes extensive instructions for e-voting through NSDL and CDSL systems, KYC update requirements for shareholders, and information about unclaimed dividend transfers to Investor Education and Protection Fund (IEPF).