Meeting Details

The 113th AGM is scheduled to be held on Saturday, September 26, 2026, at 12:30 p.m. (IST). The meeting will be conducted entirely through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue for the meeting is the Registered Office of the Company at Brady House, 4th Floor, 12/14 Veer Nariman Road, Fort, Mumbai - 400 001. This format is in compliance with MCA Circulars, including the latest General Circular No. 03/2025 dated September 22, 2025.

The cut-off date for determining members entitled to vote is September 19, 2026. The remote e-voting period is from September 23, 2026, at 09:00 a.m. to September 25, 2026, at 05:00 p.m..

Ordinary Business

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

2. Item 2: To appoint a director in place of Mr. Vaibhav Morarka (DIN: 01630306), who retires by rotation and, being eligible, offers himself for re-appointment.

Special Business

3. Item 3: Re-appointment of Mr. Cyrus Vachha as Independent Director (Special Resolution)

Mr. Cyrus Vachha (DIN: 06722644), currently an Independent Director, is proposed for re-appointment for a second term of five years, from September 29, 2026, to September 28, 2031. He will not be liable to retire by rotation.

Mr. Vachha is 81 years old, holds a Bachelor of Arts in Economics, and is described as a Banking and Internal Audit Professional with over 60 years of experience.

The resolution also seeks member approval for the continuation of his directorship pursuant to Regulation 17(1A) of the SEBI LODR Regulations, as he has attained the age of 75 years.

He has provided all necessary statutory disclosures and declarations, including consent (DIR-2), a non-disqualification form (DIR-8), and an independence declaration. The Company has received a notice from a member under Section 160(1) of the Companies Act, 2013, proposing his appointment.

He will be paid sitting fees for Board meetings attended; no other remuneration is proposed. He held 750 shares in the company as of March 31, 2026.

4. Item 4: Approval of Material Related Party Transactions (Ordinary Resolution)

This resolution seeks omnibus approval for Material Related Party Transactions with the Company's subsidiary, Brady & Morris Engineering Company Limited, pursuant to Regulation 23 of the SEBI (LODR) Regulations, 2015.

The nature of the transactions involves giving loans, providing corporate guarantees, or providing security for the subsidiary's existing and future loans.

The aggregate value of all such transactions is proposed not to exceed ₹300 Crores.

The maximum period for these facilities is proposed to be 10 years, until FY 2035-36.

The transactions are stated to be in the ordinary course of business and on an arm's length basis.

The purpose is to meet the subsidiary's needs for operational efficiency, business expansion, project execution, treasury management, and financial support.

For context, the value of the proposed transactions represents approximately 32.38% of the company's annual consolidated turnover for FY 2024-25.

In the last financial year, the Company had provided a corporate guarantee of ₹34 Crores to the same subsidiary.

The related parties involved are Mr. Pavan G. Morarka, Mr. Vaibhav Morarka, and Mr. Rajender Kumar Sharma. Mr. Pavan G. Morarka holds a 1.00% stake (22,500 shares) and Mr. Vaibhav Morarka holds a 0.03% stake (600 shares) in Brady & Morris Engineering Company Limited.

As per regulation, these related parties shall abstain from voting on this resolution.

Voting Information

The Company is providing remote e-voting facilities through CDSL. Members can vote remotely from September 23 to September 25, 2026, or during the meeting via the e-voting system. Detailed instructions for shareholders holding shares in both physical and demat form are provided in the notice.

Other Information

The full Annual Report, including the Audited Financial Statements, Directors' Report, and other documents, is being sent electronically to members. The notice has been uploaded on the company's website (www.whbrady.in) and on the BSE website (www.bseindia.com).

Mr. Himank Desai, Chartered Accountant (Membership No: 031602), has been appointed as the Scrutinizer to scrutinize the voting process.

#W.H.Brady #AGM #SEBIDisclosure #RegulatoryCompliance #CorporateGovernance