Meeting Details

The Company conducted a Postal Ballot through remote e-voting only (no physical meeting) pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. The remote e-voting period commenced at 9:00 AM on Friday, September 04, 2026 and concluded at 5:00 PM on Saturday, October 03, 2026. The cut-off date for determining shareholder eligibility was Friday, August 28, 2026.

Proposed Resolutions and Implications

Two resolutions were proposed for shareholder approval:

1. Special Resolution: Approval of 'BHVL Employee Stock Option Plan 2026' and grant of Employee Stock Options to the Employees of the Company under the Plan

2. Ordinary Resolution: Approval of material related party transactions with SRP Prosperita Hotel Ventures Limited, a Subsidiary of the Company

The resolutions are deemed to have been passed on October 03, 2026, being the last date of the remote e-voting.

Voting Process and Methods

The voting was conducted exclusively through remote e-voting facilitated by KFin Technologies Limited at www.evoting.kfintech.com. No physical polling or postal ballot forms were used, in accordance with MCA Circulars. The dispatch of the Postal Ballot Notice by electronic mode was completed on September 03, 2026, and a newspaper advertisement was published on September 04, 2026.

Key Voting Outcomes

Overall Participation

  • Total number of shareholders on record date: 40,233
  • Total outstanding shares: 379,842,565
  • Total votes polled: 356,358,852 shares (93.8175% of outstanding shares)

Resolution 1 - ESOP Plan (Special Resolution)

  • Total votes cast: 356,358,852 shares
  • Votes in favor: 342,132,961 shares (96.0080% of votes polled)
  • Votes against: 14,225,891 shares (3.9920% of votes polled)
  • Number of members voted: 423 voted in favor, 36 voted against
Category-wise Breakdown for Resolution 1:
  • Promoter and Promoter Group: 281,430,000 shares voted (100% of holdings), all in favor (100%)
  • Public Institutions: 73,943,301 shares voted (96.3659% of holdings), 59,729,190 in favor (80.7770%), 14,214,111 against (19.2229%)
  • Public Non-Institutions: 985,551 shares voted (4.5457% of holdings), 973,771 in favor (98.8047%), 11,780 against (1.1952%)

Resolution 2 - Related Party Transaction (Ordinary Resolution)

  • Total votes cast: 356,358,850 shares
  • Votes in favor: 345,449,434 shares (96.9386% of votes polled)
  • Votes against: 10,909,416 shares (3.0614% of votes polled)
  • Number of members voted: 432 voted in favor
Category-wise Breakdown for Resolution 2:
  • Promoter and Promoter Group: 281,430,000 shares voted (100% of holdings), all in favor (100%)
  • Public Institutions: 73,943,301 shares voted (96.3659% of holdings), 63,160,898 in favor (85.4180%), 10,782,403 against (14.5819%)
  • Public Non-Institutions: 985,549 shares voted (4.5457% of holdings), 858,536 in favor (87.1124%), 127,013 against (12.8875%)

Scrutinizer's Role and Findings

CS Ravishankar Srinivasan (ICSI Membership No.: F6888, CP: 6584), Partner of ASR and Co., Practicing Company Secretaries, was appointed as Scrutinizer. The e-voting data was unblocked from the KFintech portal on October 03, 2026 at 6:34 PM in the presence of two witnesses: Mr. Jigar Godhania and Ms. Divya P. The Scrutinizer certified that both resolutions were passed with requisite majority and that the voting process was conducted fairly and transparently in compliance with applicable regulations.

Compliance Confirmation

The Scrutinizer confirmed compliance with Section 110 and 108 of the Companies Act, 2013, Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI LODR Regulations, relevant MCA Circulars (including General Circular No. 14/2020, 17/2020, 09/2024, and 03/2025), SEBI circulars, and Secretarial Standard SS-2.

Additional Information

The voting results and Scrutinizer's Report will be uploaded on the Company's website (www.bhvl.in) and the website of KFin Technologies Limited (www.evoting.kfintech.com). All voting records have been handed over to the Company Secretary for safe keeping as required by law.