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Beardsell Limited AGM Information 2025

Sep 5, 2025

61560_rns_2025-09-05_7a98204a-4c72-4c7c-a4ab-a3e245ce7952.pdf

AGM Information

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5[th] September 2025

To, National Stock Exchange of India Ltd. Exchange Plaza, 5[th] Floor Plot No.C/1, G Block Bandra Kurla Complex, Bandra (E) Mumbai – 400051 Scrip: BEARDSELL

Dear Madam / Sir,

Sub: NOTICE OF ANNUAL GENERAL MEETING, E-VOTING, BOOK CLOSURE

This is to bring to your notice that:

  1. The Eighty-eighth Annual General Meeting (“AGM”) of the company will be held on Monday, the 29[th] September 2025 at 10:00 a.m. IST (Indian Standard Time) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), to transact the business as set out in the Notice of the AGM. The window for joining the meeting would be available from 9:45 a.m. on the day of AGM.

  2. In terms of circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (SEBI), the AGM of the members will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, members can attend and participate in the AGM through VC/OAVM only.

  3. In line with the aforesaid MCA Circulars and SEBI Circulars, the Notice of AGM along with Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that Notice and Annual Report 202425 has been uploaded on the website of the Company at www.beardsell.co.in . The Notice can also be accessed from the websites of the National Stock Exchange of India Limited www.nseindia.com and the AGM Notice is also available on the website of CDSL (agency for providing the e-Voting facility) i.e. www.evotingindia.com.

  4. As per Regulation 36 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations, 2015’), as amended, the web-link, including the exact path, where complete details of the Annual Report are available is also being sent to those member(s) who have not registered their email address(es) either with the Company or with any Depository or Cameo Corporate Services Limited Registrar & Share Transfer Agent (RTA) of the Company.

  5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. The instruction for joining the AGM are provided in the Notice.

  6. Members holding shares either in physical form or in dematerialized form, as on the cut-off date i.e 22[nd] September 2025, may cast their vote electronically from a place other than venue of AGM (remote e- voting), or at the AGM, through the e-voting services provided by CDSL, on all resolutions set out in the Notice of the AGM. All the members are informed that:

  7. (a) All the business as set out in the Notice of AGM may be transacted through voting by electronic means.

  8. (b) The remote e-voting shall commence on 26[th] September 2025 (9.00 a.m. IST) and shall end on 28[th] September 2025 (5.00 p.m. IST) and the remote e-voting module shall be disabled by CDSL for voting thereafter.

  9. (c) Once a member casts vote on a resolution, he/she will not be allowed to modify his/her vote.

  10. (d) The facility for voting, through electronic voting system shall also be made available at the AGM and members attending the AGM who have not already casted their vote by remote e-voting shall be able to exercise their right at the AGM.

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  • (e) The Members who have cast their vote by remote e-voting may also attend the AGM but shall not be entitled to cast their vote again.

  • (f) Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of Notice of AGM and holding shares as of the cut-off date, may obtain the login and password details (sequence number) from the Registrar and Transfer Agents (“RTA”) of the Company by sending a request at [email protected] However, if the person is already registered with CDSL for e-voting, the person can use the existing login details for casting the votes.

  • (g) In case of queries or issues regarding e-voting, members may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]. Members may also contact the Company Secretary at the above registered office address or the RTA at the following address, M/s.Cameo Corporate Services Limited, Subramanian Building, No.1, Club House Road, Chennai – 600002, Phone No.+91-4428460390/91/92/93/94 ; Fax No. +91-44-2846 0129, e-mail – [email protected]

  • If your email id is registered with Company / Depository Participant, login details for e-voting are being sent on your registered email address. In case you have not registered your email address with Company / Depository Participant, please follow below instruction to register your email-id for obtaining Annual Report and login details for e-voting.

  • (i) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  • (ii) For Demat shareholders - please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhaar Card) to Company/RTA email id.

  • The Register of Members and the Share Transfer Books of the Company will remain closed from 23[rd] September 2025 to 29[th] September 2025 (both days inclusive).

  • The Company has fixed Monday, 22[nd] September 2025 as the ‘Record Date’ for determining entitlement of members to final dividend for the financial year ended 31[st] March 2025, and if approved at the AGM, the dividend will be paid on or before 28[th] October 2025

The same will also be made available on the Company’s website, www.beardsell.co.in

Please take the aforementioned information on your record.

Thanking you,

Yours faithfully,

For BEARDSELL LIMITED

KANHU Digitally signed by KANHU CHARAN CHARAN SAHU Date: 2025.09.05 SAHU 10:52:53 +05'30' Company Secretary

Encl: Notice of 88th AGM

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Beardsell Limited CIN:L65991TN1936PLC001428

NOTICE TO SHAREHOLDERS

Notice is hereby given that the Eighty-eighth Annual General Meeting of the company will be held on Monday, the 29[th] September 2025 at 10.00 a.m. IST (Indian Standard Time) through Audio-Visual Means of the meeting shall be deemed to be the Registered Office of the Company, at No.47, Greams Road, Chennai 600006.

ORDINARY BUSINESS:

  1. To receive, consider and adopt the Audited Financial Statements of the Company on standalone and consolidated basis, for the financial year ended 31[st] March 2025 and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT the audited, standalone financial statements and consolidated financial statements of the Company, for the financial year ended 31[st] March 2025, including the Balance Sheet as at 31[st] March 2025, Profit & Loss Statement, Cash Flow Statement along with Notes to the Accounts for the financial year ended on that date and the Auditors Report, the Board of Directors Report thereon and other Reports laid before the meeting, be and are hereby considered and adopted.

2. To declare a final dividend on equity shares for the financial year ended on 31[st] March 2025 and in this regard, to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT as recommended by the Board of Directors, dividend at the rate of Re.0.10 per Equity Share of face value of Rs.2/- each of the Company, be and is hereby declared for the financial year ended 31st March 2025 and that the said dividend be paid out of the profits of the Company to the eligible Members.

  1. To appoint a director in place of Mr.Amrith Anumolu who retires by rotation and being eligible, offers himself for reappointment and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder (including any statutory modification(s) or re-enactment(s)thereof for the time being in force), Mr.Amrith Anumolu (DIN:03044661), retiring by rotation be and is hereby reappointed as Director of the company.

  1. To appoint a director in place of Mr.R Gowrishanker who retires by rotation and being eligible, offers himself for reappointment and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder (including any statutory modification(s) or re-enactment(s)thereof for the time being in force), Mr.R Gowrishanker (DIN:00104597), retiring by rotation be and is hereby reappointed as Director of the company.

SPECIAL BUSINESS:

  1. To appoint Secretarial Auditor and in this regard, to consider and if thought fit to pass, with or without modification(s), the following as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for appointment of M/s.SKD & Associates, Company Secretaries, ICSI Unique Identification No.S2023TN958600, a Sole Proprietorship Firm of Mr.Susanta Kumar

Beardsell Limited CIN:L65991TN1936PLC001428

Dehury, Company Secretary, Membership No.F7408, Certificate of Practice No.27050 and a peer reviewed Company Secretaries (Peer Review Certificate Number: 5384/2023) as the Secretarial Auditors of the Company for auditing the secretarial and related records and for submitting Secretarial Audit Report, for a term of five (5) consecutive financial years commencing from financial year 2025-26 to the financial year 2029-30, on such remuneration, as may be mutually agreed between the Board of Directors, based on the recommendation of the Audit Committee, and the Secretarial Auditor and as stated in Explanatory Statement to the Notice.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.

  1. To ratify 4-25, and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s)thereof for the time being in force), the remuneration of Rs.1,65,000/- (Rupees One Lakh Sixty Five Thousand only) plus applicable taxes and out-of-pocket expenses, as approved by the Board of Directors with recommendation of the Audit Committee, payable to M/s.B Thulasiram & Co., Cost Accountants, Firm Registration No.003539, a Sole Proprietorship Firm of Mr.B Thulasiram, Cost Accountant, Membership No.40478, who was appointed by the Board to fill the casual vacancy caused due to the death of the previous Cost Auditor, for conducting the cost audit of the Company for the financial year 2024-25, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.

  1. To ratify 5-26, and in this regard to consider and if thought fit, to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s)thereof for the time being in force), the remuneration of Rs.1,65,000/- (Rupees One Lakh Sixty Five Thousand only) plus applicable taxes and out-of-pocket expenses, as approved by the Board of Directors with recommendation of the Audit Committee, payable to M/s.B Thulasiram & Co., Cost Accountants, Firm Registration No.003539, a Sole Proprietorship Firm of Mr.B Thulasiram, Cost Accountant, Membership No.40478, who was appointed by the Board for conducting the cost audit of the Company for the financial year 2025-26, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.

  1. To appoint Mr.Amrith Anumolu (DIN:03044661) as Managing Director, and in this regard to consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

RESOLVED THAT pursuant to provisions of Securities and Exchange Board of India (Listing Listing Regulations 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies -enactment(s) thereof, for the time being in force), and based on recommendations of the Nomination and Remuneration Committee and Board of Directors, and subject to such other consents and permission as may be necessary, approval of the Members of the Company be and is hereby accorded for the appointment of Mr.Amrith Anumolu (DIN:03044661) as Managing Director for a period of three years from 15[th] August 2025, liable to retire by rotation, with following principal terms and conditions:

Beardsell Limited CIN:L65991TN1936PLC001428

  • A. Remuneration:

1. FIXED PAY:

  • a) Basic Salary :- Rs.2,00,000/- (Rupees two lakh only) per month

  • b) Perquisites and allowances :-

  • i) Rent free accommodation with utilities i.e Gas, Electricity and Water or House Rent Allowance @ 60% of Basic Salary (when no such accommodation is provided)

  • ii) Medical Reimbursement - Expenses incurred, including Medical Insurance for self and family

  • iii) Traveling, Boarding and Lodging expenses Expenses incurred for Traveling, Boarding and Lodging for self during the business trips and provision of car for the same shall be reimbursed at actuals and not considered as perquisites.

  • iv) Fees of clubs subject to a maximum of two clubs, admission and life membership fees not being allowed.

  • v) Personal Accident Insurance/ Term Life Insurance, Premium not exceeding Rs.50,000/- per annum

  • vi)

  • vii) thereof

  • viii) Leave entitlement, as per the rules of the Company

  • ix) The Company shall provide a car with chauffer and telephone at the residence. Provisions of perquisites. Personal long-distance calls and use of car for Private purpose shall be billed by the Company.

2. VARIABLE PAY:

In addition to the salary, perquisites and allowances as set out above, the Managing Director shall be entitled to receive variable incentive based on performance of the Company @ 5% of Net Profit (Net Profit to be computed under section 198 of the Companies Act, 2013)

  • B. Subject to the supervision, superintendence, control and directions of the Board of Directors of the Company, Mr.Amrith Anumolu, so long as he holds the position of the Managing Director of the Company, shall have substantial power and authority for conduct and management of the whole of business and affairs of the Company except in the matters which may be specifically required to be done by the Board either pursuant to the Companies Act, 2013 or by the Articles of Association of the Company, and he shall devote his whole time and attention to the business of the Company and perform such duties as may be entrusted to him by the Board in the best interest of the Company.

  • C. The Managing Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.

  • D. The Managing Director applicable from time to time.

  • E. The office of the Managing Director may be terminated by the Company or by the concerned

RESOLVED FURTHER THAT in case of loss or inadequacy of profits in any financial year, the above said remuneration shall be paid to him as minimum remuneration under Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT in addition to the remuneration above the Managing Director be entitled for payment of fees for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board.

Beardsell Limited CIN:L65991TN1936PLC001428

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper, or expedient to give effect to this resolution.

Date: 12[th] August 2025 Place : Chennai Registered Office: No.47, Greams Road, Chennai 600006 Phone 044 2829 3296 / 0900, Email [email protected] Website: www.beardsell.co.in

By Order of the Board For Beardsell Limited

KANHU CHARAN SAHU Company Secretary

NOTES:

  1. The Ministry of Corporate Affairs ("MCA") vide its General Circular Nos. 14/2020 dated April 08, 2020 and 17/2020 dated April 13, 2020, General Circular Nos. 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being, General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as "MCA Circulars") has allowed the Companies to conduct the Annual General Meeting ("AGM") through Video Conferencing ("VC"),without the physical presence of the Members at a common venue. In terms of the said Circulars, the 88[th] AGM of the Company is being held through VC. Hence, Members can attend and participate in the AGM through VC only.

Further, MCA vide its aforesaid Circulars and the Securities and Exchange Board of India ("SEBI") vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, and subsequent circulars issued in this regard, the latest being, Circular No. SEBI/HO/CFD/ CFDPoD-2/P/CIR/2024/133 dated October 03, 2024 (hereinafter referred to as "SEBI Circulars") prescribing the procedures and manner of conducting the AGM through VC/ Other Audio Visual Means (OAVM) and has granted relaxation in respect of sending physical copies of annual report to shareholders and requirement of proxy for general meetings held through electronic mode.

  1. In line with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2024-25 are being sent only through electronic mode to those Members whose email addresses are registered in respect of electronic holdings with the Depository through the Re However, hard copy of Annual Report shall be sent to those shareholders who specifically request for the same. Members may also note that the Notice of the 88[th] AGM and the Annual Report 2024-25 www.Beardell.co.in, websites of the Stock Exchange, National Stock Exchange of India Limited, at www.nseindia.com , and on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com.

  2. Pursuant to the aforesaid MCA Circulars, Members attending the 88[th] AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  3. is entitled to appoint a proxy to attend and vote on his/her behalf. However, in terms of the MCA Circulars, the 88[th] AGM is being held through VC, physical attendance of Members has been dispensed with. Accordingly, in terms of the MCA Circulars and SEBI Circulars, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

  4. The Board of Directors have considered and decided to include item nos. 5 - 8 given above as Special Businesses in the Notice to the 88[th] AGM, as they consider them unavoidable in nature.

  5. The Explanatory Statement setting out the material facts pursuant to Section 102 of the Act, relating to Item nos. 5-8 and the additional information required to be provided pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Beardsell Limited CIN:L65991TN1936PLC001428

Standard on General Meetings (SS-2) prescribed by Institute of Company Secretaries of India (ICSI), regarding the Directors who are proposed to be re-appointed are annexed hereto.

  1. The Register of Members and the Share Transfer books of the Company will remain closed from Tuesday, 23[rd] September 2025 to Monday, 29[th] September 2025 both days inclusive, for the Annual General Meeting.

  2. The Board of Directors have recommended Final Dividend of Re.0.10 per Equity Share of face value of Rs.2.00 each for the year ended 31[st] March 2025.

  3. The Company has fixed Monday, 22[nd] September 2025 entitlement of members to final dividend for the financial year ended March 31, 2025, if approved at the AGM.

  4. The dividend income is taxable in the hands of the Shareholders, and Company is required to deduct tax at source (TDS) from the dividend paid to the Members at prescribed rates in the Members are requested to complete and/or update their Residential Status, PAN, and Category form, with the Company, by sending documents by 15[th] September 2025 (upto 5:00 pm), to enable the Company to determine the appropriate TDS / withholding tax rate applicable.

  5. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on or before 29[th] October 2025.

  6. The dividend/s, if any, approved by the Members or declared by the Board of Directors of the Company, will be paid as per the mandate registered with the Company or with their respective Depository Participants.

  7. Further, in order to receive dividend/s in a timely manner, Members holding shares in physical form who have not updated their mandate for receiving the dividends directly in their bank can register their Electronic Bank Mandate to receive dividends directly into their bank account electronically or any other means, by sending scanned copy of the following details/ documents ress [email protected]

  8. a) signed request letter mentioning your name, folio number, complete address and following details relating to bank account in which the dividend is to be received:

    • i. Name and Branch of Bank and Bank Account type;

    • ii. Bank Account Number allotted by your bank after implementation of Core Banking Solutions;

    • iii. 11 digit IFSC Code;

  9. b) self-attested scanned copy of cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;

  10. c) self-attested scanned copy of the PAN Card; and

  11. d) self-attested scanned copy of any document (such as Aadhar Card, Driving Licence, Election Identity Card, Passport) in support of the address of the Member as registered with the Company. For the Members holding shares in demat form, please update your Electronic Bank Mandate through your Depository Participant/s.

  12. SEBI vide its Master Circular No. SEBI/HO/MIRSD/ POD-1/P/ CIR/2024/37 dated May 7, 2024, has mandated that with effect from April 1, 2024 dividend to members who are holding securities in physical form, shall be paid only through electronic mode. Such payment shall be made only after the members furnish their PAN, contact details (postal address with PIN and mobile In the event the Company is

unable to pay the dividend to any Member who holds shared in Demat mode, directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration

Beardsell Limited CIN:L65991TN1936PLC001428

cheque/ demand draft to such Member.

The Members holding shares in physical form are requested to furnish the relevant details in Form ISR-1 (updating KYC details), Form ISR-2 (signature-related confirmation), ISR-3 (opting out of nomination) ISR-4 (request for duplicate share certificate), along with Form SH-13 (nomination form), and SH-14 (cancellation/variation in nomination) in accordance with Section .

Alternatively, members may send the above forms/documents by email to RTA, M/s.Cameo Corporate Services Limited or upload on their web-portal through the link at https://cambridge.cameoindia.com/module/Downloadable_Formats.aspx.

  1. Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor unclaimed dividends upto financial year 2017-18 (Interim) has been transferred to the IEPF. Company will be required to transfer the unclaimed Dividend for the year 2018-19 as per the statutory timeline. Details of the unpaid/ unclaimed dividend are also uploaded on the website of the Company at www.beardsell.co.in Members who have not encashed Interim Dividend for the year 2018-19 or any subsequent dividend declared by the Company, are advised to write to the Company immediately.

  2. Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated eriod of thirty days of such

shares becoming due to be transferred to the IEPF Account. Members who have not claimed / encashed their dividends in the last seven consecutive years or more are advised to claim the same. In case valid claim is not received, the Company will proceed to transfer the respective shares to the IEPF Account in accordance with the procedure prescribed under the IEPF Rules.

  1. In the event of transfer of shares and unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF authority by submitting an online application in the prescribed Form IEPF-5 available on the website http://www.iepf.gov.in and by sending a physical copy of the same to the Company along with the requisite documents enumerated in Form IEPF5. Members can file only one consolidated claim in a financial year as per the IEPF Rules

  2. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

  3. -mail addresses Limited/ Depositories.

  4. SEBI has made it mandatory for effecting transfer of securities (except in case of transmission or transposition of securities) in dematerialized form effective from April 01, 2019. In order to avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form.

  5. The SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P / CIR /2022 /8 dated January 25, 2022 has mandated listed companies to issue securities in dematerialized form only while processing service requests viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; subdivision / splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition.

Beardsell Limited CIN:L65991TN1936PLC001428

  1. In terms of Section 72 of the Companies Act, 2013, nomination facility is available to individual shareholders holding shares in the physical mode. The shareholders who are desirous of availing omination form by quoting their

folio number.

  1. The Members can join the AGM through the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  2. During the AGM, Members may access the electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act.

  3. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meeting. Also, the electronic copy of the relevant documents referred to in the accompanying Notice and the Statement will be made available for inspection by the Members through e-mail. The Members are requested to send an email to [email protected] for the same.

  4. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  5. i. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/ members login by using the remote e- voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

  6. ii. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  7. iii. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  8. iv. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  9. v. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected] The shareholders who do not wish to speak during the AGM but have queries may also send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.

  10. vi. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

Beardsell Limited CIN:L65991TN1936PLC001428

  1. VOTING

  2. a. In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time and the Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), and MCA Circulars, the Members are provided with the facility to cast their vote electronically (remote e- voting), through the e-voting services provided by CDSL, on all resolutions set forth in this Notice.

  3. b. The facility for voting, through the e-voting services provided by CDSL shall also be made available on the date of meeting and Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.

  4. c. The Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

  5. d. The instructions for e-voting are as under:

  6. (i) The remote e-voting period begins on 26[th] September 2025 (9.00 a.m. IST) and ends on 28[th] September 2025 (5.00 p.m. IST) Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 22[nd] September 2025, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

  7. (ii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

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Type of Login Method
shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login
Shareholders through their existing user id and password. Option will be made
holding securities
available to reach e-Voting page without any further authentication.
in Demat mode
The URL for users to login to Easi / Easiest are
with CDSL
https://web.cdslindia.com/myeasi/home/login or visit
www.cdslindia.com and click on Login icon and select New
System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the
meeting. Additionally, there is also links provided to access the
system of all e-Voting Service Providers i.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the
e-
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Beardsell Limited CIN:L65991TN1936PLC001428

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3) If the user is not registered for Easi/Easiest, option to register is
available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email
as recorded in the Demat Account. After successful authentication,
user will be able to see the e-Voting option where the evoting is in
progress and also able to directly access the system of all e-Voting
Service Providers.
Individual 1) If you are already registered for NSDL IDeAS facility, please visit
Shareholders the e-Services website of NSDL. Open web browser by typing the
holding securities following URL: https://eservices.nsdl.com either on a Personal
in demat mode
Computer or on a mobile. Once the home page of e-Services is
with NSDL
A new screen will open.
You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
-
-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing
the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home page of e-
A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-
Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during
the meeting
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for
(holding securities e-Voting facility. After Successful login, you will be able to see e-
in demat mode) Voting option. Once you click on e-Voting option, you will be
login through their redirected to NSDL/CDSL Depository site after successful
Depository authentication, wherein you can see e-Voting feature. Click on company
Participants name or e-Voting service provider name and you will be redirected to
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Beardsell Limited CIN:L65991TN1936PLC001428

e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding
securities in Demat mode withCDSL		 Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] contact at
022- 23058738 and 22-23058542-43.
Individual Shareholders holding
securities in Demat mode withNSDL		 Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at toll free no.: 1800
1020 990 and 1800 22 44 30

  • (iii) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

  • The shareholders should log on to the e-voting website of CDSL www.evotingindia.com

  • Click on Shareholders.

  • Now Enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

OR

EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully logEASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

  1. Next enter the Image Verification as displayed and Click on Login.

  2. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

  3. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form other than Individuals and Physical Form For Members holding shares in Demat Form other than Individuals and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as
physical shareholders)
Members who have not updated their PAN with the
Company/Depository Participant are requested to use the first
two letters of their name and the 8 digits of the sequence

Beardsell Limited CIN:L65991TN1936PLC001428

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number in the PAN field. [Sequence number has been
provided as serial number (SL No) in the Address Label]
In case the sequence number is less than 8 digits enter the
characters of the name in CAPITAL letters. Eg. If your name
is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
Dividend Enter the Dividend Bank Details or DOB (in dd/mm/yyyy format) as
Bank recorded in your demat account or in the company records in order to
Details or login.
Date of
Birth If both the details are not recorded with the depository or
(DOB) company please enter the member id / folio number in the
Dividend Bank details field as mentioned in instruction (iv).
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  • (iv)

  • (v) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (vi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (vii) Click on the EVSN for Beardsell Limited.

  • (viii)

  • option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (ix) details.

  • (x)

  • (xi) your vote.

  • (xii)

  • (xiii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xiv) -Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone user can download the app from the App Store and Windows Phone Store respectively. Please follow the instruction as prompted by the mobile app while voting on your mobile.

  • (xv) Note for Non Individual Shareholders and Custodians

Beardsell Limited CIN:L65991TN1936PLC001428 

  - Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

  - A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]

  - After receiving the login details they have to create a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

  - The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

  - A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  - Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

  • (xvi) In case you have any queries or issues regarding e-voting, you may refer the Frequently -voting manual available at www.evotingindia.com

  • under help section or write an email to [email protected], under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

  • (xvii) All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

  • e. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM:

  • (i) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

  • (ii) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

  • (iii) If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

  • (iv) Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  • f. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES / MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY / DEPOSITORIES:

  • (i) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested

Beardsell Limited CIN:L65991TN1936PLC001428

scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  • (ii) For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

  • (iii) For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

  • g. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting, or voting at the meeting.

  • h. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the sequence number from the RTA of the Company by sending a request at [email protected] However, if you are already registered with CDSL for remote e-voting then you can use your existing log in details for casting your vote.

  • i. Mr.Rabindra Kumar Samal, Practising Company Secretary, Membership No.F7649 has been appointed to act as Scrutinizer for conducting the remote e-voting process as well as the e-voting system on the date of AGM, in fair and transparent manner.

  • j. The Scrutinizer shall, immediately after the conclusion of the AGM, would count the votes cast during the meeting and the votes cast through remote e-voting and make, not later than forty cast in favour or against, if any, to the Chairperson or a person authorised by Chairperson in writing who shall countersign the same.

  • k. website www.beardsell.co.in and on the website of CDSL www.evotingindia.com immediately after the result is declared. The Company shall simultaneously forward the results to National

  • Details of directors seeking appointment/ re-appointment at the forthcoming Annual General Meeting are provided below.

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Name of the Director Mr.Amrith Anumolu Mr.R Gowrishanker
DIN 03044661 00104597
Date of Birth 14-09-1978 01-07-1956
Date of first appointment 12-08-2010 21-10-2019
on Board
Qualification Mr Amrith Anumolu graduated his M.S. Degree in E-Commerce from
Bachelor of Science in Electrical Carnegie Mellon University
Engineering from Virginia Tech & M.S. in Industrial Engineering from
Masters Education in Industrial University of Texas,
Engineering from Georgia Tech. M.B.A from Chicago Booth,
B.Tech in Chemical Engineering
from IIT Madras
Expertise in specific His experience ranges from product Technical and entrepreneurial
functional area design and development to business professional with a distinguished
process improvements and re- management career leading the
engineering. technology and operations
Terms and conditions of As per resolution of appointment As per resolution of appointment
appointment
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Beardsell Limited CIN:L65991TN1936PLC001428

Remuneration last drawn He was drawing salary, allowance
and perquisites, not exceeding Rs.48
lakhs per annum, apart from fees for
attending meetings of the Board and
Committees as applicable		 He has not drawn any remuneration
except fees for attending meetings of the
Board and Committees as applicable
Remuneration proposed to
be paid		 As per resolution of appointment as
whole-time director pursuant to the
provisions of Section 117, 196 and
197 and 203 read with Schedule V
other applicable provision of the
Companies Act, 2013		 He shall be paid remuneration by way of
fee for attending meetings of
the Board or Committees thereof or for
any other purpose as may be
decided by the Board, reimbursement of
expenses for participating in
the Board and other meetings.
List of Directorships held
in other companies		 NIL SOUTHERN INDIA CHAMBER
OF COMMERCE & INDUSTRY
PRO PSK TECHNOLOGIES
PRIVATE LIMITED
Memberships /
Chairmanships of
committees of other
companies		 NIL NIL
Shareholding in the
company		 NIL 60033
Relationship with other
directors / KMP		 Son of Mrs.Anumolu Jayasree, Non-
Managing Director		 NIL
Number of Board
Meetings attended during
financial year ended 31st
March 2025		 Four out of four Four out of four

Beardsell Limited CIN:L65991TN1936PLC001428

Annexure

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 5

Appointment of Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and other specified class of companies, are required to annex with its Boar secretarial audit given by a company secretary in practice.

Further, Regulation 24A of the Listing Regulations, requires listed companies and its material unlisted subsidiaries incorporated in India to undertake secretarial audit by a secretarial auditor who is required to be a peer reviewed company secretary and annex the secretarial audit report in such form as specified, with its annual report.

The aforementioned regulation apart from listing down the eligibility criteria for appointment of the secretarial auditor further stipulates that the appointment/ re-appointment of an individual as a secretarial auditor cannot be for more than one term of five consecutive years and in case the secretarial auditor is a secretarial audit firm, it cannot be for more than two terms of five consecutive years and such an appointment/re-appointment is required to be approved by the Members of the Company at its annual general meeting, basis recommendation of the Board of Directors.

In view of the aforesaid, basis recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 12[th] August 2025, recommended the appointment of M/s.SKD & Associates, Company Secretaries, Unique Identification No.S2023TN958600, a Sole Proprietorship Firm of Mr.Susanta Kumar Dehury, Company Secretary, Membership No.F7408, Certificate of Practice No.27050 and a peer reviewed Company Secretaries (Peer Review Certificate Number: 5384/2023), as the Secretarial Auditor of the Company, for a period of five (5) consecutive financial years commencing from FY 2025-26 to the FY 2029-30, to undertake Secretarial Audit of the Company and to issue the Secretarial Audit Report for the aforesaid period.

Mr. Susanta Kumar Dehury is the founder of SKD & Associates, a distinguished firm specializing in corporate governance, compliance, and legal services head quartered in Chennai. He is a Fellow Member of the Institute of Company Secretaries of India (ICSI), New Delhi. An efficient and experienced Company Secretary, legal and governance professional, with over 18 years of experience in delivering services in the areas of Corporate Laws, Industrial Laws, Intellectual Property Laws, SEBI Laws, Insolvency and Bankruptcy Laws, RBI Guidelines, Legal Due Diligence, Mergers and Acquisitions, Listing and Capital Market Transactions.

M/s.SKD & Associates, Company Secretaries, have given their consent to act as the Secretarial Auditors of the Company and have confirmed that their appointment, if made, will be within the limit specified under Section 204 of the Act. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of the provisions of the Section 204 of the Act and the Rules made thereunder, read with Regulation 24A of the Listing Regulations.

In view of their qualifications and experience in undertaking Secretarial Audit, it is proposed to appoint M/s.SKD & Associates, Company Secretaries, as Secretarial Auditors of the Company. The Board, based on the recommendation of the Audit Committee, approved a remuneration of Rs.75,000/- (excluding out of pocket expenses, if any, and applicable tax) for each of the financial year respectively ending on March 31, 2026, March 31, 2027, March 31, 2028, March 31, 2029 and March 31, 2030 as secretarial audit fees. The payment for services in the nature of certifications and other professional work will be in addition to the secretarial audit fee and shall be determined by the Audit Committee and/ Board of Directors of the Company.

None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

Beardsell Limited CIN:L65991TN1936PLC001428

ITEM NO. 6-7

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Records and Audit) Rules, 2014, as amended from time to time, the Company is required to have an audit of its cost records conducted by a cost accountant in practice for products covered under the Companies (Cost Records and Audit) Rules, 2014.

Mr.M Krishnaswamy, Cost Accountant, (Membership No. 5944), was appointed as the Cost Auditors to conduct the audit of the cost records of the Company, for the financial year ending 31[st] March 2025 and their remuneration was ratified at the previous Annual General Meeting held on 30[th] September 2024. Unfortunately, Mr.M Krishnaswamy, has passed away on 7[th] June 2025 before completing the audit.

The Board, based on the recommendation of the Audit Committee, at the meeting held on 13[th] June 2025 has approved the appointment of M/s.B Thulasiram & Co., Cost Accountants, Firm Registration No.003539, a Sole Proprietorship Firm of Mr.B Thulasiram, Cost Accountant, Membership No.40478, to fill the casual vacancy caused due to the death of the previous Cost Auditor, for conducting the cost audit of the Company for the financial year 2024-25, at a remuneration of Rs.1,65,000/- (Rupees one lakh sixty-five thousand only) plus applicable taxes and reimbursement of reasonable out-of-pocket expenses.

The Board has further, based on the recommendation of the Audit Committee, at the meeting held on 12[th] August 2025 has approved the appointment of M/s.B Thulasiram & Co., for conducting the cost audit of the Company for the financial year 2025-26, at a remuneration of Rs.1,65,000/- (Rupees one lakh sixty-five thousand only) plus applicable taxes and reimbursement of reasonable out-of-pocket expenses.

In accordance with Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the Members of the Company.

The Board commends ratification of remuneration of Cost Auditors, as set out in Resolution nos.6 and 7 of the Notice for approval by the Members as an Ordinary Resolution.

None of the Director, Key Managerial Personnel, or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

ITEM NO. 8

Mr.Amrith Anumolu was appointed as Executive Director by the members of the Company at their meeting dated 30[th] September 2022 for a period of three (3) year from 15[th] August 2022. Considering his valuable contribution during his tenure, the Board of Director of the Company at its meeting held on 12[th] August 2025, with recommendation of the Nomination and Remuneration Committee and, subject to the approval of members of the Company, has approved the appointment and redesignation of Mr.Amrith Anumolu as Managing Director of the Company for a period of three (3) years from 15[th] August 2025 to 14[th] August 2028 on the terms and conditions including remuneration in accordance with norms laid down in Schedule V and other applicable provisions of Companies act, 2013 and rules made thereunder.

Mr.Amrith Anumolu satisfies all the conditions set out in Para I of Schedule V to the Act as also conditions set out under sub-section (3) of Section 196 of the Act for being eligible for re-appointment. He is not disqualified from being re-appointed as Director in terms of Section 164 of the Act.

Broad particulars of the terms of appointment and remuneration payable to Mr.Amrith Anumolu during the tenure are set out in the resolution, that may be treated as a written memorandum setting out terms of re-appointment of Mr.Amrith Anumolu under Section 190 of the Act.

The details as required under proviso to Section II of Part II of Schedule V to the Companies Act, 2013 are given here-in-below:

Beardsell Limited CIN:L65991TN1936PLC001428

I. GENERALINFORMATION

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(1) Nature of Industry Manufacturing, Selling and Contracting activities in Expanded
Polystyrene, Insulation materials, Prefab construction panels,
Electric Motors and Exports.
(2) Date of commencement of The company is in existence and operation since 23/11/1936
commercial Production
(3) Foreign Investment or Nil
collaboration
(4) Financial performance based on given indicators (in lakhs of Indian Rupees)
Consolidated
Standalone
Particulars
2024-25 2023-24 2024-25 2023-24
Revenue from Operation 25051.20 23145.84 26835.01 24495.02
Other income 217.17 432.46 123.67 361.47
Finance cost 308.29 388.10 362.74 450.87
Depreciation and
630.49 589.26 763.10 722.49
amortization Expenses
Profit/ (Loss) before
Exceptional Items and Tax 1242.08 1208.12 1268.01 1237.38
Expenses
Exceptional Items -- --- -- ---
Profit/ (Loss) before Tax 1242.08 1208.12 1268.01 1237.38
Tax expenses / provisions 285.02 414.69 285.03 414.69
Profit after Tax 957.06 793.43 982.98 822.69
Other Comprehensive
78.50 (34.24) 78.50 (34.24)
Income
Total Comprehensive
1035.56 759.19 1061.48 788.45
Income
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II. INFORMATION ABOUT THE DIRECTOR

  • (1) Background details:

  • Mr.Amrith Anumolu is one of the promoters of the Company and has been associated with the Company around for one and a half decade. With keen business acumen and strategic planning skills, he has contributed immensely in shaping the long term vision and mission of the Company with major emphasis on business development in focus areas, undertaking of new projects, achieving operational efficiencies and building upon commercial successes.

  • (2) Past Remuneration:

During previous tenure as whole-time director, the company was paying remuneration not exceeding Rs.48,00,000/- per annum inclusive of all perquisites and allowances as fulltime employee of the Company.

  • (3) Recognition or awards: NIL

  • (4) Remuneration proposed:

The company proposes to pay remuneration as stated in the resolution inclusive of perquisites and allowances, and separately payment of fees for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board

Beardsell Limited CIN:L65991TN1936PLC001428

  • (5) Job profile and his suitability:

  • Mr Amrith Anumolu graduated his Bachelor of Science in Electrical Engineering from Virginia Tech & Masters Education in Industrial Engineering from Georgia Tech. After completing his education he worked in various positions for companies like Ericsson Inc. and Panasonic Corporation. His experience ranges from product design and development to business process improvements and re-engineering. With rich experience in the industry he is felt suitable for the job.

  • (6) Comparative remuneration profile:

Taking into consideration the size of the Company, his profile, the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior levels in other companies.

  • (7) Pecuniary relationship:

  • Mr.Amrith Anumolu has no other pecuniary relationship with the Company. He is also related to Mrs.Anumolu Jayasree, Promoter who directly holds 35.27 % shares as at 30[th] June 2025.

  • (8) Relationship with managerial Personnel, if any:

Son of Mrs.Anumolu Jayasree, Whole-time Director.

III OTHER INFORMATION

(1) Reasons of loss or inadequate profit: During the financial ended 31[st] March 2025, the Company had earned total comprehensive income of 1061.48lakhs, which is not adequate to compensate the Managing Director with proposed remuneration. Primary reason being insufficient revenues, affected by unprecedented Covid pandemic. The limits specified under Section 197(1) read with Schedule V of the Companies Act, 2013 and the Listing Regulations, may be exceeded during the term of appointment.

  • (2) Steps taken or proposed to be taken for improvement: With a view to improve overall financial health of the Company and also to derive benefits of economies of scale which will result in overall profitability, several steps have been taken by the Company. Towards this the management focuses on long term business models, improving production efficiency by technology upgradation etc. The Company also further intensified its efforts for further improvement in the operating parameters, optimum utilization of working capital, conservation of energy, rationalization of product mix, cutting down on overheads, greater emphasis on augmenting export sales and increasing penetration in the domestic replacement market, etc. to ensure that the Company stays on the course of sustainable growth trajectory and profitability.

  • (3) Expected increase in productivity and profits in measurable terms:

  • It is difficult to quantify the increase in measurable terms. However the business initiatives will bring and create further value for our shareholders, by enhancing the revenue, resulting in better and improved profit.

The brief resume of Mr.Amrith Anumolu, his nature of expertise in specific functional areas, names of Companies in which he holds directorships/ chairmanship of Board Committees, shareholding and relationships between directors is provided in the Notes to the Notice, pursuant to the provisions of (i) Companies Act, 2013 (ii) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Institute of Company Secretaries of India.

The resolution seeks approval of members as a Special Resolution for the appointment of Mr.Amrith Anumolu as Managing Director of the Company with effect from 15[th] August 2025 pursuant to the provisions of Section 117, 196 and 197 and 203 read with Schedule V other applicable provision of the Companies Act, 2013 and the rules made there under. The approval accorded herein shall also be deemed to be the approval as contemplated under Regulation 17(6)(e) of the Listing Regulations which specifies limits on promoter Managing Directors remuneration.

Beardsell Limited CIN:L65991TN1936PLC001428

The Board recommends the Special Resolution at item no. 8 of this Notice for approval by the members.

Except Mr.Amrith Anumolu, being an appointee and Mrs.Anumolu Jayasree, being his relative, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No.8.

By Order of the Board For Beardsell Limited KANHU CHARAN SAHU Company Secretary

Date: 12[th] August 2025 Place : Chennai Registered Office: No.47, Greams Road, Chennai 600006 Phone 044 2829 3296 / 0900, Email [email protected] Website: www.beardsell.co.in

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