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BEML Ltd AGM Information 2025

Sep 4, 2025

60811_rns_2025-09-04_569e8ff8-3a57-458b-b194-33ba4f5482cb.pdf

AGM Information

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Ref: CS/SE/61AGM/668 04.09.2025
National Stock Exchange of India Ltd. The BSE Limited
Listing Compliance Department Listing Compliance Department
Exchange Plaza, Bandra - Kurla Complex, P.J. Towers, 26th Floor,
Bandra (East), MUMBAI - 400 051 Dalal Street, MUMBAI - 400 001
Symbol : BEML Scrip Code : 500048

Dear Sir / Madam,

Sub: Intimation of 61st Annual General Meeting (AGM), Cut-off date for E-voting, Book Closure and Notice of AGM

We wish to inform that the 61st Annual General Meeting (AGM) of the Company will be held on Monday, 29th September, 2025 at 11:30 AM at Four seasons Hotel, Bangalore, 8, Bellary Road, Ganganagar, Bangalore – 560032 to transact the business as set out in the Notice of AGM 61st in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. The copy of Notice of 61st AGM is enclosed herewith

Further, in connection with the 61st AGM, the Company has fixed the following dates: -

S. No. Particulars Day & Date
1. Cut-off date for determining the eligibility of Monday, 22nd September, 2025
shareholders for remote e-voting/ e-voting at
AGM and for payment of Dividend
2. Closure of Register of Members and Share From: Tuesday, 23rd September, 2025
Transfer Books for AGM To: Monday, 29th September, 2025
(both days inclusive)
3. Remote e-voting to cast votes electronically From: Friday, 26th September, 2025 (09:00 AM)
To: Sunday, 28th September, 2025 (05:00 PM)
Thanking you,Urmi ChaudhuryPlace: Bangalore for BEML LIMITEDCompany Secretary & Compliance OfficerICSI Mem.: A29400
උನಕ೏คCorporate Office:ಪ౳
'¦ೆij¬ೌÕಧ', ೨೩/೧, ೪£ೇಮುಖÍರ±ೆÃ, ಸಂಪಂĖªಾಮನಗರ, ¦ೆಂಗಳˆರು - ೫೬೦೦೨೭.ದೂರ®ಾĥಸಂ'ೆÍ : +೯೧೮೦೨೨೨೨೩೦೬೫¥ಾÍಕÕùಂ'ೆÍ : +೯೧೮೦೨೨೧೦೪೦೯೯
BEML Soudha, 23/1, 4th. Main, S R Nagar,Bangalore – 560027,Tel. +91 80 22963142/211, Fax. +91 80 22963142[email protected]@cmdbemlCIN: L35202KA1964GOI001530, GST NO. 29AAACB8433D1ZU, BEML LTD.www.bemlindia.in

'¦ೆij¬ೌÕಧ', ೨೩/೧, ೪£ೇಮುಖÍರ±ೆÃ, ಸಂಪಂĖªಾಮನಗರ, ¦ೆಂಗಳರು - ೫೬೦೦೨೭.ದೂರ®ಾĥಸಂೆÍ : +೯೧೮೦೨೨೨೨೩೦೬೫ ¥ಾÍಕÕùಂೆÍ : +೯೧೮೦೨೨೧೦೪೦೯೯ BEML Soudha, 23/1, 4th. Main, S R Nagar,Bangalore – 560027,Tel. +91 80 22963142/211, Fax. +91 80 22963142 [email protected] @cmdbeml BEML LTD.

NOTICE

NOTICE is hereby given that the 61st Annual General Meeting of BEML Limited will be held on Monday, the 29th day of September, 2025 at 11:30 hours at Four seasons Hotel, Bangalore, 8, Bellary Road, Ganganagar, Bangalore – 560032**,** to transact the following business:

I. ORDINARY BUSINESS

    1. To receive, consider and adopt:
    • (a) the Audited Financial Statement of the Company for the Financial Year ended 31st March, 2025 together with the Reports of the Board of Directors and the Auditors thereon; and
    • (b) the Audited Consolidated Financial Statement of the Company for the Financial Year ended 31st March, 2025 and the Report of the Auditors thereon.
    1. To confirm the payment of Interim Dividend and 2nd Interim Dividend on Equity Shares and declare a Final Dividend on Equity Shares for the year ended 31.03.2025 and, if thought fit, to pass, with or without modification(s), the following Resolution as Ordinary Resolution:

"RESOLVED THAT an interim dividend of ₹5.00/- per equity share i.e., 50% on equity shares of ₹10 each declared on 06.02.2025 which was distributed among the eligible shareholders and a 2nd interim dividend of ₹15.00/- per equity share i.e., 150% on equity shares of ₹10 each declared on 09.05.2025, paid to the shareholders for the financial year 2024-25 be and is hereby confirmed.

"FURTHER RESOLVED THAT a final dividend of ₹ 1.20/- per equity share i.e., 12% on equity shares of ₹10 each as recommended by the Board of Directors be and is hereby declared for the financial year 2024-25."

    1. To appoint a Director in place of Shri Anil Jerath (DIN: 09543904), Director (Finance), who retires by rotation and being eligible, offers himself for re-appointment.
    1. To appoint a Director in place of Shri Debi Prasad Satpathy, (DIN: 10679597), Director (Human Resource), who retires by rotation and being eligible, offers himself for re-appointment.

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for fixation of remuneration of Statutory Auditors for the year 2025-26:

"RESOLVED THAT pursuant to the provisions of Section 142 of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorized to fix the remuneration and other terms and conditions of the Statutory Auditors of the Company appointed by the Comptroller and Auditor General of India for the financial year 2025-26."

II. SPECIAL BUSINESS

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Ratification of Remuneration to Cost Auditors as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of Rs. 1,47,184/ inclusive of out-of-pocket expenses and GST will be extra, payable to M/s R.M. Bansal and Co. Cost Auditors, as duly appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the FY 2025-26, be and is hereby ratified and confirmed."

  1. To consider and, if thought fit, to pass, with or without modification(s), the following resolution for the appointment of M/s. MMA & Partners (Formally known as Manish Mishra & Associates), Firm of Company Secretaries in Practice as Secretarial Auditors as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, if any, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions 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 subject to receipt of such other approvals, consents and permissions as may be required, M/s. MMA & Partners (Formally known as Manish Mishra & Associates), Firm of Company Secretaries in Practice (Firm Registration Number P2015UP081000) be and is hereby appointed as Secretarial Auditors of the Company for a period of One year, to hold office from the conclusion of this Annual General Meeting ('AGM') until the conclusion of 62nd (Sixty-Second) AGM of the Company to be held in the Year 2026, at a remuneration to be fixed by the Board of Directors of the Company.

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Appointment of Director (Rail and Metro Business) as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(1C) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, the appointment of Shri Rajeev Kumar Gupta (DIN: 10803828) as Director (Rail and Metro Business) with effect from 11.10.2024 as per the terms and conditions as stipulated by the Government of India, be and is hereby approved."

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Appointment of Director (Mining & Construction Business) as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(1C) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, the appointment of Shri Sanjay Som (DIN: 10811981) as Director (Mining & Construction Business) with effect from 17.10.2024 as per the terms and conditions as stipulated by the Government of India, be and is hereby approved."

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for appointment of Shri Vikas Ramkrishna Kakatkar (DIN: 02372234) as an Independent Director of the Company as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(1C) and 25(2A) and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the Articles of Association of the Company, the appointment of Shri Vikas Ramkrishna Kakatkar (DIN: 02372234), as Independent Director of the Company with effect from 17.04.2025 as per the terms and conditions as stipulated by the Government of India, and also who has submitted a declaration that he meets criteria of Independence in terms of Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations, be and is hereby approved."

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for

appointment of Shri Siva Makutam (DIN: 09450599) as an Independent Director of the Company as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(1C) and 25(2A) and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the Articles of Association of the Company, the appointment of Shri Siva Makutam (DIN: 09450599), as Independent Director of the Company with effect from 17.04.2025 as per the terms and conditions as stipulated by the Government of India, and also who has submitted a declaration that he meets criteria of Independence in terms of Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations, be and is hereby approved."

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Appointment of Smt. Meera Mohanty (DIN: 03379561) Government Nominee Director as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(1C) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, the appointment of Smt. Meera Mohanty (DIN: 03379561) as Government Nominee Director with effect from 14.07.2025 as per the terms and conditions as stipulated by the Government of India, be and is hereby approved."

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Sub-division/ split of existing 1 (One) Equity Share of face value of Rs. 10/- (Rupees Ten Only) each fully paid up into 2 (Two) Equity Shares of face value of Rs. 5/- (Rupees Five Only) each fully paid up as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 61 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Including any statutory modifications or re-enactments thereof, for the time being in force) and in accordance with the Articles of Association of the Company and subject to receipt of such other approvals, consents and permissions as may be required from concerned statutory/regulatory

authority(ies) and subject to such other conditions and modifications as may be prescribed or imposed while granting such approvals, the approval of the Members of the Company be and is hereby accorded for the sub-division of 1 (One) Equity Share of the Company of the face value of Rs. 10/- (Rupees Ten Only) each fully paid up into 2 (Two) Equity Shares of the Company of face value of Rs. 5/- (Rupee Five Only) each fully paid up.

RESOLVED FURTHER THAT pursuant to the sub-division of the Equity Shares of the Company, all the issued, subscribed and paid up equity shares of face value of Rs. 10/- (Rupees Ten Only) each shall stand sub-divided into 2 (Two) Equity Shares of face value of Rs. 5/- (Rupee Five Only) each, from the record date as may be fixed by the Board of Directors of the Company (which expression shall also include a Committee thereof) in this behalf and shall rank pari passu in all respects with and carry the same rights as the existing fully paid Equity Shares of Rs.10/- (Rupees Ten Only) each of the Company.

RESOLVED FURTHER THAT upon sub-division of the Equity Shares as aforesaid, the existing Share Certificate(s) in relation to the existing Equity Shares of the face value of Rs 10/- (Rupees Ten only) each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the "Record Date" of the sub-division or such other date as may be determined by the Board (which expression shall also include a Committee thereof), and the Company may without requiring the surrender of the existing Share Certificate(s), directly issue and dispatch the new Share Certificate(s) of the Company, in lieu of such existing issued Share Certificate(s) subject to provisions of Companies (Share Capital and Debentures) Rules, 2014 and in the case of the Equity Shares held in the dematerialized form, the number of sub-divided Equity Shares be credited to the respective beneficiary accounts of the Members with the Depository Participants, in lieu of the existing credits representing the Equity Shares of the Company, before sub-division.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company(which expression shall also include a Committee thereof) and/or the Chairman and Managing Director and/or any Whole-time Director and/or the Company Secretary of the Company be and are hereby severally authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise in relation to the above and to incur expenditure thereon and to settle all matters arising out of and incidental thereto and to accept and make any alteration(s), modification(s) to the terms and conditions as they may deem necessary, concerning any aspect of the sub- division of equity shares and to give such directions as may be

necessary or desirable, to settle any question, difficulty or doubt that may arise in this regard and to execute all deeds, applications, documents and writings that may be required on behalf of the Company and generally to do all acts, deeds, matters and things as they may, in their absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters in relation/ consequential to the sub-division of Equity Shares including execution and filing of all the relevant applications, writings, deeds and documents with the Stock Exchange(s) where the shares of the Company are listed, Depositories, Ministry of Corporate Affairs and other appropriate authorities, in due compliance of the applicable rules and regulations, without seeking any further consent or approval of the Members or otherwise, to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution".

  1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Alteration of Capital Clause (Clause V) of the Memorandum of Association of the Company as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Including any statutory modifications or re-enactments thereof, for the time being in force) and in accordance with the Articles of Association of the Company, and subject to such other approval(s)/ consent(s) as may be required from the concerned Statutory/Regulatory Authority(ies), the approval of the Members of the Company be and is hereby accorded for substituting the existing Clause V of the Memorandum of Association of the Company with the following :

'V. The Authorized Share Capital of the Company is Rs.1,00,00,00,000/- (Rupees One Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 5/- (Rupees Five Only) each.'

RESOLVED FURTHER THAT the Board of Directors of the Company(which expression shall also include a Committee thereof) and/or the Chairman and Managing Director and/or any Whole-time Director and/or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient to give effect to the above resolution(s), including but not limited to filing necessary e-forms with the Registrar of Companies and incorporation of amendments/ suggestions/ observations, if any, made

by the Registrar of Companies to the extent applicable, and to execute all deeds, applications, documents and writings that may be required on behalf of the Company and generally to do all acts, deeds, matters and things as they may, in their absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters in relation/ consequential to this Resolution without seeking any further consent or approval of the Members or otherwise, to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution".

By order of the Board For BEML Limited

Sd/- Place: Bengaluru Urmi Chaudhury Date: 04-09-2025 Company Secretary

NOTES:

    1. MCA vide General Circular No.09/2024, dated 19.09.2024 has decided to allow the companies whose AGMs are due in the year 2025, to conduct their AGMs on or before 30th September, 2025 in accordance with the requirements laid down in paragraphs 3 and 4 of the General Circular No.20/2020 dated 05.05.2020. As per the said General Circular dated 05.05.2020, dispatching of physical copies of the financial statements (including Board's report, Auditor's report or other documents required to be attached therewith), such statements along with notice of the meeting shall be sent only by email to the members and to all other persons so entitled. With this facility Companies are allowed to conduct their AGM through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM). However, this meeting of shareholders is being held through physical mode.
    1. Further, the Securities and Exchange Board of India ("SEBI") vide Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 03.10.2024 has extended the relaxations from printing and dispatching of Physical Copies of Annual Reports till September 30, 2025. However, the Company will send physical copy of annual report to those who request for the same by sending request letter at Company's registered office or by email to [email protected].
    1. A member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and proxy need not be a member of the Company. A

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person can act as proxy on behalf of maximum of 50 members and holding in the aggregate not more than 10% of the total share capital of the company. Further, the Body Corporates are entitled to appoint authorized representatives to attend the AGM, are required to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf. The letter of appointment of representative(s) of the President of India or the Governor of a State; or the authorization in respect of representative(s) of the Corporations shall be received by the Company at Company's registered office or by e-mail to [email protected].

    1. The enclosed Proxy form, duly completed, stamped and signed, must be deposited at the registered office of the Company not less than 48 hours before the commencement of the AGM i.e. on or before 11:30 Hours on 27.09.2025.
    1. In view of the above, Members can attend and participate in the 61st AGM at Four seasons Hotel, Bangalore, 8, Bellary Road, Ganganagar, Bangalore – 560032. The attendance of the Members attending the AGM at the said venue will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
    1. Member/ proxy/ authorized representatives should bring the attendance slip enclosed herewith to attend the meeting.
    1. The documents relating to Register of Directors and KMP and their shareholding maintained under Section 170 of the Companies Act, 2013 and Register of Contracts and Arrangements in which directors are interested under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the AGM venue and electronically also during the AGM. Members seeking to inspect such documents electronically can send an e-mail to [email protected].
    1. The Annual Report 2024-25, Notice of 61st AGM alongwith instructions for e-voting, attendance slip and proxy form is being sent by electronic mode to members whose email IDs are registered with the Company/ depository participants, unless a member has requested for a physical copy.
    1. Members may visit the website of the Company www.bemlindia.in for more information on the Company.
    1. Queries on accounts and operations of the Company, if any, may please be sent to the Company at least ten days in advance of the AGM so that the replies may be made available at the AGM.

  1. Members are requested to address all correspondence in relation to share matters to the Company's RTA, M/s. Kfin Technologies Limited at the following address:

M/s Kfin Technologies Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Serilingaampally, Hyderabad - 500 032. Ph: 040-67161526, Fax: 040-23001153 E-mail: [email protected], [email protected] Website: www.kfintech.com

    1. The Company has an exclusive page for lodging complaints online through 'Online Investor Complaints' at https://www.bemlindia.in/investors/ which enables investors to register their complaints. The Company endeavor to reply to the said complaints within a period of 3 working days.
    1. SEBI vide its circulars no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 had mandated to furnish PAN, KYC details and Nomination of physical shareholders to the RTA of the Company, failing which all such physical folios shall stand frozen with effect from October 1, 2023. In this regard, Company sent letter along with requisite forms to all the physical shareholders. Further, all the requisite forms i.e., ISR-1, ISR-2, ISR-3, SH-13 and SH-14 for registering PAN, KYC details or changes and/ or Updation, Confirmation of Signature by Bank, Declaration for opting-out of Nomination, Request for registering Nomination and Request for cancellation or Variation in Nomination respectively are available at https://ris.kfintech.com/clientservices/isc/default.aspx#div\_services.

Members are requested to register such details or intimate changes, if any, to their DP's in case the shares are held in electronic form and to Registrar and Share Transfer Agent of the Company in case the shares are held in physical form in the prescribed formats.

    1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
    1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019. Further, transmission or transposition of securities held in physical or dematerialized form shall be effected only in dematerialized form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrar and Transfer Agents, M/s. Kfin Technologies Limited for assistance.

Further, SEBI vide its circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated the issuance of securities in dematerialized form only in case of requests received for Issue of duplicate securities certificate, Claim from Unclaimed Suspense Account, Renewal/ Exchange of securities certificate, Endorsement, Sub-division/ Splitting of securities certificate, Consolidation of securities certificates/ folios, Transmission and Transposition. Members are requested to furnish Form ISR-4 hosted at https://ris.kfintech.com/clientservices/isc/default.aspx#div\_services along with the respective forms mentioned here above for executing aforesaid requests.

    1. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with Registrar and Share Transfer Agent of the Company, in case the shares are held by them in physical form.
    1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at the AGM is annexed hereto
    1. Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, the brief resume/ profile of the Directors eligible for appointment/ re-appointment is attached hereto.
    1. This is to inform that MoD vide letter No. 8(4)/2021-D(BEML)-Vol-II dated 08.10.2024 appointed Shri Rajeev Kumar Gupta (DIN: 10803828) as Director (Rail and Metro Business) and vide letter No. 8(3)/2023-D(BEML) dated 16.10.2024 appointed Shri Sanjay Som (DIN: 10811981) as Director (Mining

& Construction Business) on the Board of the Company. Further, MoD vide letter No. 8(6)/2021- D(BEML) dated 17.04.2025 appointed Shri Vikas Ramkrishna Kakatkar (DIN: 02372234) and Shri Siva Makutam (DIN: 09450599) as an Independent Director on the Board of the Company. MoD vide letter No. 8 (32)/2019-D(Coord/DDP) dated 14.07.2025 appointed Smt. Meera Mohanty (DIN: 03379561), Joint Secretary (P&C), Ministry of Defence as Government nominee Director of the Company in place of Smt Nishtha Upadhyay. Accordingly, she took charge of the post w.e.f. 14.07.2025.

    1. The shareholders may note that the Income-tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, mandates that dividend paid or distributed by a company after April 1, 2020 shall be taxable in the hands of shareholders. The Company shall therefore be required to deduct tax at source ("TDS") at the time of making the payment of final dividend. In order to enable us to determine the appropriate TDS rate as applicable, shareholders are requested to submit relevant documents, as specified in the below paragraphs, in accordance with the provisions of the IT Act. For resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as follows:
    • i. Shareholders having valid Permanent Account Number ("PAN") 10% or as notified by the Government of India.
    • ii. Shareholders not having PAN/ valid PAN 20% or as notified by the Government of India.

The shareholders are requested to update their PAN with the Company (in case of shares held in physical mode) and with depositories (in case of shares held in demat mode). No tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during fiscal 2025-26 does not exceed ₹ 5,000 and also in cases where shareholders provide Form 15G/ Form 15H (Form 15H is applicable to individuals aged 60 years or more) subject to conditions specified in the IT Act. Resident shareholders may also submit any other document as prescribed under the IT Act to claim a lower/ nil withholding tax. PAN is mandatory for shareholders providing Form 15G/ 15H or any other document as mentioned above. Shareholders are requested to note that in case they do not have PAN, the tax will be deducted at a higher rate of 20%.

Mutual Funds registered under Section 10(23D) of Income Tax Act, 1961 require to send the copy of Registration Certificate to avail the benefit of non-deduction of tax at source.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country

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of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document in support of Tax benefit.

In terms of Rule 37BA of Income Tax Rules, 1962, in the event the dividend income is assessable to tax in the hands of a person other than the registered shareholders (viz., the shares are held by a clearing member, broker etc. on behalf of the actual beneficial owner), such registered shareholder (i.e., the said clearing member, broker etc.) is required to furnish to the Company/RTA, a declaration containing the name, address, residential status and PAN of actual beneficial owner to whom TDS credit is to be given and reasons for giving credit to such person.

The aforesaid forms/ declarations and other documents need to be submitted by the shareholders to avail the benefits of TDS on Dividend, by sending an email to [email protected] and [email protected] by 5 P.M. IST on 22.09.2025.

  1. Unclaimed/ Unpaid Dividend: Any amount that remains unpaid/ unclaimed in the Unpaid Dividend Account of the Company for a period of 7 years from the date of transfer to the said account, will be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government in terms of the provisions of the Companies Act, 2013.

Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred to IEPF pursuant to provisions of Section 124 of the Companies Act, 2013 and MCA Notifications and amendments thereon issued from time to time. Accordingly, all the unclaimed dividend amounts declared prior to 31.03.2017 along with shares are transferred to IEPF. Any shareholder whose shares are transferred to the IEPF may approach RTA/ Company for claiming back the shares along with the unpaid dividend amount by following due procedure.

The unpaid dividends that are due for transfer to the IEPF pursuant to Section 124 of the Companies Act, 2013, are as follows:

Dividend for the financial year Dateof Unclaimed as on 31.03.2025 Due for transfer on
Declaration (Rs. in lakhs)
2017-18 27.09.2018 11,27,312 02.11.2025
2018-19 (Interim) 21.03.2019 6,31,939 26.04.2026

Dividend for the financial year Dateof Unclaimed as on 31.03.2025 Due for transfer on
Declaration (Rs. in lakhs)
2018-19 (Final) 26.09.2019 32,0482 02.11.2026
2019-20 (Interim) 13.03.2020 4,87,135 18.04.2027
2019-20 (Final) 25.09.2020 5,20,596 31.10.2027
2020-21 (Interim) 10.02.2021 4,97,930 18.03.2028
2020-21 (Final) 24.09.2021 1,09,420 30.10.2028
2021-22 (Interim) 22.03.2022 3,39,609 27.04.2029
2021-22 (Final) 23.09.2022 3,37,248 29.10.2029
2022-23 (Interim) 10.02.2023 3,59,432 18.03.2030
2022-23 (Final) 27.09.2023 3,09,180 07.11.2030
2023-24 (Interim) 08.02.2024 2,70,150 18.03.2031
2023-24 (Final) 20.09.2024 14,67,002 28.10.2031

Members who have not encashed their dividend warrants pertaining to the aforesaid year(s) may approach the Company/ RTA of the company, for obtaining payments thereof at least 20 days before they are due for transfer to the IEPF.

    1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs and SEBI, the Company is providing facility of e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL), for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting and e-voting during AGM will be provided by CDSL.
      1. In line with the MCA and SEBI Circulars, the 61st Annual Report including Notice is sent in electronic form to the shareholders whose registered e-mail IDs are available with the Company/ Registrar and Share Transfer Agent (RTA). For those members who have not registered their email IDs, can obtain the Notice and Annual Report at website of the Company www.bemlindia.in. The Notice and Annual Report can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. Further, the Notice and Annual Report is also available on the website of CDSL i.e., www.evotingindia.com. In addition, the notice of

Annual General meeting published by advertisement in terms of Regulation 47 of SEBI (LODR) Regulations, 2015 shall contain a link to the annual report so as to enable shareholders to have access to the full annual report.

    1. The Company has fixed Monday, 22.09.2025 as the 'Record Date' for determining entitlement of members to final dividend for the financial year ended March 31, 2025, if approved at the AGM.
    1. In terms of Regulation 42 of the SEBI (LODR) Regulations, 2015, the Register of Members and Share Transfer Book will remain closed from Tuesday, 23.09.2025 to Monday, 29.09.2025 (both days inclusive) for the purpose of the AGM.
    1. The dividend declared at the AGM will be paid on or before 28.10.2025 (within 30 days from declaration), in respect of shares held in physical form to those members who are entitled to the same and whose names appear in the Register of Members of the Company after giving effect to all valid share transfers lodged with the Company at the end of business hours on 22.09.2025. In respect of shares held in the electronic form to those "Deemed Members" whose names appear in the Statement of Beneficial Ownership furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as at the closure of that date.
    1. M/s MMA & Partners (Formally known as Manish Mishra & Associates) has been appointed as the Scrutinizer by the Board for conducting the remote e-voting process and the voting process (physical and virtual) during the AGM in a fair and Transparent manner.

The facility for voting shall also be made available at the venue of the 61st AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the Annual General Meeting but shall not be entitled to cast their vote again at the Annual General Meeting.

Institutional/ Corporate Shareholders are required to send a scanned copy of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the AGM and to vote through remote e-voting/ e-voting during AGM. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected] and [email protected].

    1. The Scrutinizer shall submit his report to the Chairman or any other person authorized by the Chairman after the completion of the scrutiny of the e-voting, not later than 2 working days from the conclusion of the AGM. The result declared along with the scrutinizer's report shall be communicated to the Stock Exchanges on which the Company's shares are listed, CDSL and RTA and will also be displayed on the Company's website at www.bemlindia.in.
    1. The Attendance slip and Proxy form is enclosed with this Notice of 61st AGM. The members attending the meeting physically are required to bring Attendance Slip at the venue of the meeting.
    1. Google Link and QR quote for the 61st AGM venue is place below:

https://maps.app.goo.gl/itKhHtJyt4HV3yLt5?g\_st=aw

  1. Instructions for e-voting are as under: -

CDSL e-Voting System – Remote & Venue Voting Facility

    1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
    1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.bemlindia.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility) www.evotingindia.com.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

  • (i) The voting period begins on 26.09.2025 at 09:00 Hours and ends on 28.09.2025 at 17:00 Hours. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 22.09.2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that

the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iii) 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 abovesaid SEBI Circular**,** Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of Login Method
shareholders
IndividualShareholdersholdingsecurities inDemat modewith CDSL 1.Users who have opted for CDSL Easi / Easiest facility, can login through theirexisting user id and password. Optionwill be made available to reach eVoting page without any further authentication. The URL for users to login toEasi / Easiest are https://web.cdslindia.com/myeasitoken/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi.2.After successful login the Easi / Easiest user will be able to see the e-Votingoption for eligible companies where the evoting is in progress as per theinformation provided by company. On clicking the evoting option, the userwill be able to see e-Votingpage of the e-Voting service provider for castingyour vote during the remote e-Voting period or joining virtual meeting &voting during the meeting. Additionally, there is also links provided to accessthesystemofalle-VotingServiceProvidersi.e.
ग्र्म יפי
Ш÷ l
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Votingservice providers' website directly.
3.If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
4.Alternatively, the user can directly access e-Voting page by providing DematAccountNumberandPANNo.fromae-Votinglinkavailableonwww.cdslindia.comhomepageorclickonhttps://evoting.cdslindia.com/Evoting/EvotingLoginThesystemwillauthenticate the user by sending OTP on registered Mobile & Email asrecorded in the Demat Account. After successful authentication, user will beable to see the e-Voting option where the evoting is in progress and also ableto directly access the system of all e-Voting Service Providers.
IndividualShareholdersholdingsecurities indemat modewith NSDL 1.If you are already registered for NSDL IDeASfacility, please visit the eServices website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Oncethe home page of e-Services is launched, click on the "Beneficial Owner" iconunder "Login" which is available under 'IDeAS' section. A new screen willopen. You will have to enter your User ID and Password. After successfulauthentication, you will be able to see e-Voting services. Click on "Access toe-Voting" under e-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 bere-directed to e-Voting service provider website for casting your vote duringthe remote e-Voting period or joining virtual meeting & voting during themeeting.
2.If the user is not registered for IDeAS e-Services, option to register is availableat https://eservices.nsdl.com.Select "Register Online for IDeAS "Portal orclick at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3.Visit the e-Voting website of NSDL. Open web browser by typing thefollowingURL:https://www.evoting.nsdl.com/eitheronaPersonalComputer or on a mobile. Once the home page of e-Voting system is launched,click on the icon "Login" which is available under 'Shareholder/Member'

section. 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 through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility.
(holding After Successful login, you will be able to see e-Voting option. Once you click
securitiesin on e-Voting option, you will be redirected to NSDL/CDSL Depository site
dematmode) after successful authentication, wherein you can see e-Voting feature. Click on
loginthrough company name or e-Voting service provider name and you will be redirected
their Depository to e-Voting service provider website for casting your vote during the remote
Participants 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 Members facing any technical issue in login can contact CDSL
holding securities in Demat helpdesk by sending a request at [email protected]
mode with CDSL or contact at toll free no. 1800 22 55 33
Individual Shareholders Members facing any technical issue in login can contact NSDL
holding securities in Demat helpdesk by sending a request at [email protected] or call at toll free
mode with NSDL no.: 1800 1020 990 and 1800 22 44 30
  • (iv) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
      1. The shareholders should log on to the e-voting website www.evotingindia.com.
      1. Click on "Shareholders" module.

    1. 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
    1. Next enter the Image Verification as displayed and Click on Login.
    1. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders
holding shares in Demat.
PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders).
•ShareholderswhohavenotupdatedtheirPANwiththe
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
DividendBank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details ORDate of recorded in your demat account or in the company records in order to login.
Birth (DOB) •If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank details
field.
  • (v) After entering these details appropriately, click on "SUBMIT" tab.
  • (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login 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.

  • (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (viii) Click on the EVSN for the relevant BEML Limited on which you choose to vote.
    • (ix) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
    • (x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
    • (xi) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • (xii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • (xiii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
  • (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
  • (xv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
    • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
    • 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 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 linked in the login 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], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

    1. 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.
    1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
    1. 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.

Voting at AGM Venue:

The facility for voting through electronic voting system shall be made available at the Annual General Meeting and the Members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right to vote at the Annual General Meeting.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. 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 toll free no. 1800 22 55 33.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 6 - Ratification of Remuneration to Cost Auditors

The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment of M/s R.M. Bansal & Co., Cost Accountants, at the remuneration of Rs. 1,47,184/- inclusive of all charges and out-of-pocket expenses and GST will be extra to conduct the audit of the cost records of the Company for the financial year 2025-26.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company.

Accordingly, the Members are requested to consider and ratify the remuneration payable to the Cost Auditors for the year 2025-26 as set out in the resolution for the aforesaid services.

The Board recommends the proposed Ordinary Resolution for approval by the Members.

None of the Directors, Key Managerial Personnel of the Company and their relatives, is in any way concerned or interested in the above proposed resolution.

Item No. 7 – Appointment of Secretarial Auditors

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations') vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Companies Act, 2013 ('Act') and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors have approved and recommended the appointment of M/s. MMA & Partners (Formally known as Manish Mishra & Associates), Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: (Firm Registration Number P2015UP081000) as Secretarial Auditors of the Company for a period of One year, to hold office from the conclusion of this Annual General Meeting ('AGM') till the conclusion of 62nd (Sixty-Second) AGM of the Company to be held in the Year 2026 at a remuneration to be fixed by the Board of Directors of the Company.

Brief Bio: M/s. MMA & Partners (Formally known as Manish Mishra & Associates) (Firm Registration

Number: P2015UP081000) ('Secretarial Audit Firm'), established in the year 2015, is a reputed firm of Company Secretaries in Practice specialized in Secretarial Audit and other corporate law matters. The firm is registered with the Institute of Company Secretaries of India and has an experience of more than 10 years in providing various corporate law services. The Firm also holds a valid Peer Review Certificate.

M/s. MMA & Partners (Formally known as Manish Mishra & Associates) have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI LODR Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI LODR Regulations.

The Board recommends the proposed Ordinary Resolution for approval by the Members.

None of the Directors, Key Managerial Personnel of the Company and their relatives, is in any way concerned or interested in the above proposed resolution.

Item No. 8 & 12 - Appointment of Directors

In terms of Article 97 of the Articles of Association of the Company, the President of India is vested with the power to appoint the Directors of the Company from time to time and also shall determine the terms of office of such Directors. Accordingly, the following appointments on the Board of your company were effected as per the directives of President of India:

  • (i) Shri Rajeev Kumar Gupta (DIN: 10803828), has been appointed as Director (Rail and Metro Business) of the Company vide MoD letter No. 8(4)/2021-D(BEML)-Vol-II dated 08.10.2024. He took charge of the post w.e.f. 11.10.2024.
  • (ii) Shri Sanjay Som (DIN: 10811981) has been appointed as Director (Mining & Construction Business) of the Company vide MoD letter No8(3)/2023-D(BEML) dated 16.10.2024. He took charge of the post w.e.f. 17.10.2024.
  • (iii) Shri Vikas Ramkrishna Kakatkar (DIN: 02372234) has been appointed as Independent Director of the Company vide MoD letter No. 8(6)/2021-D(BEML) dated 17.04.2025.

  • (iv) Shri Siva Makutam (DIN: 09450599) has been appointed as Independent Director of the Company vide MoD letter No. 8(6)/2021-D(BEML) dated 17.04.2025.
  • (v) Smt. Meera Mohanty (DIN: 03379561), has been appointed as Government Nominee Director of the Company vide MoD letter No. 8 (32)/2019-D(Coord/DDP) dated 14.07.2025. She took charge of the post w.e.f. 14.07.2025.

The Company has also received a declaration of independence from the appointee Independent Director fulfilling the conditions as set out in section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and is eligible for appointment as Independent Director in the opinion of the Board.

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(1C) and Regulation 25(2A) of SEBI Listing regulations, it is necessary to place the aforesaid appointments before the members of the Company seeking their approval.

The Board recommends the proposed Ordinary Resolution as set out at Item No. 8, 9 & 12 and Item No. 10 & 11 as Special Resolution for approval by the Members. None of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested financially or otherwise, in the Resolution(s) as set out in the Notice.

Item No. 13 & 14 - Sub-division/ split of Equity Share & Alteration of the Capital Clause of the Memorandum of Association.

The Equity Shares of your Company are listed and traded on BSE Ltd and National Stock Exchange of India Ltd. The Company's good performance over the years and bright future outlook has led the significant rise in the market price of the equity shares of your Company.

Further, the Department of Investment & Public Asset Management (DIPAM) has issued Office Memorandum (OM) F. No. 5/2/2016-Policy dated May 27, 2016 regarding Guidelines on Capital Restructuring of Central Public Sector Enterprises (CPSEs), comprehensively covering the guidelines to be followed by CPSEs with regard to the Payment of Dividend, Buyback of Shares, Issue of Bonus Shares, Splitting of Shares etc. As per the said Guidelines every CPSE is required to split-off its shares appropriately where market price or book value of its share exceeds 50 times of its face value, provided its existing face value of the share is equal to or more than Rs.1. The present face value of the equity

shares of your Company is Rs. 10 per share and the market price as on 01.04.2025 was around Rs 3,170.

Hence, the need was felt to appropriately sub-divide/split the equity shares of the Company into smaller denominations to encourage wider participation of small investors thereby enhancing liquidity of the equity shares of the Company in the Stock Market and to comply with DIPAM Guidelines on Capital Restructuring.

Accordingly, the Board of Directors of the Company at their meeting held on 21.07.2025 considered the proposal and recommended to sub-divide/ split the existing 1 equity share of the Company of face value of Rs. 10/- each fully paid up into 2 equity shares of face value of Rs. 5/- each fully paid, subject to approval of the Members and other statutory and regulatory approvals, as applicable.

Further, the sub-division of shares as aforesaid would also require consequential amendments to the existing Clause V of the Memorandum of Association ("MOA") of the Company to reflect the change in face value of each Equity Share of the Company from existing Rs.10/- (Rupees Ten only) each to proposed Rs.5/- (Rupees Five only) each.

Hence, the Board in its Meeting held on 21.07.2025 also considered and recommended for amendment in the existing Clause V of the MoA to reflect the change in proposed face value of each equity shares of the company.

The proposed sub-division/ split of equity shares will not result in any change in the amount of authorized, issued, paid-up and subscribed share capital of the Company.

The Department of Defence Production, Ministry of Defence, Govt. of India vide its letter dated 11.07.2025 has also communicated the approval for sub-division/Splitting of equity shares of the Company in the ratio of 1:2 (changing face value from Rs. 10 per share to Rs. 5 per share) and Corresponding Alteration of the Capital Clause of the Memorandum of Association of BEML in view of the split of shares changing the face value from Rs. 10 per share to Rs. 5 per share.

As per the provisions of Section 13 and Section 61 of the Companies Act, 2013, approval of the Members by passing Ordinary Resolution is required for sub-division/ split of equity shares and consequent amendment in the Capital Clause of the Memorandum of Association of the Company.

Hence, the Board recommends the resolutions set out in item Nos. 13 & 14 of this Notice for the approval of the Members of the Company by way of an Ordinary Resolution.

None of the Directors/ Key Managerial Personnel of the Company/ their relatives are in any way, concerned or interested, financially or otherwise, in the resolution at item nos. 13 & 14 of this Notice except to the extent of their shareholding in the Company, if any.

Brief Profile of Directors being appointed

Further, in terms of Regulation 36(3) of the SEBI Listing Regulations and Clause 1.2.5 of Secretarial Standard - 2 on General Meetings a Brief profile of appointees is given as under:

Name of Shri Anil Shri Debi Shri Rajeev Shri Sanjay Som Shri Vikas Shri Siva Smt.
Director Jerath Prasad Kumar Gupta Ramkrishna Makutam Meera
Satpathy Kakatkar Mohanty
Director 09543904 10679597 10803828 10811981 02372234 09450599 03379561
Identific
ation
Number
Dateof 12.08.1966 01.07.1968 19.03.1967 08.09.1966 06.06.1957 06.10.1979 08.08.1977
Birth
Dateof 22.03.2022 24.06.2024 11.10.2024 17.10.2024 17.04.2025 17.04.2025 14.07.2025
Appoint
ment/re
appoint
ment
Qualific Costand (i) Postgraduate Graduatein Graduatein Bachelorof Graduate from IAS
ation Managemen in Industrial Electronics Mechanical Arts(Hons.), BITS, Pilani in Officer
t Accountant Relations& engineering Engineering from Bachelorof Electrical& Himachal
fromthe Personnel from BIT Sindri NIT Raipur Law and MBA Electronics Pradesh of
Instituteof Management from Engineering 2005 batch
Cost from Universityof (2001).
Accountant Berhampur Pune.
of India University.
(ii) Bachelor in
Science
Experience ShriAnil ShriDebi Mr.Rajeev Shri Sanjay Som, workedas Makutam Ms. Meera
Jerathhas Prasad Kumar Gupta, is a graduate in Marketing Mrutyunjaya Mohanty
been Satpathy a graduate in Mechanical Officerwith SivaKumar is an IAS
appointed as renowned for Electronics Engineering from Kirloskar Lingam, Officer
Director his engineering NIT Raipur, 1988 Consultants popularly Himachal

(Finance) distinguished fromBIT batch, is having Pvt. Ltd, Pune known as Siva Pradesh of
and Member career Sindri,with over 35 years of &Statfield Makutam 2005 batch
on the Board spanning over 35 years of experiencein Systems (DIN: whohas
ofBEML overthree experiencein workingin (Coating) Pvt. 09450599), is a been
Limited. He decadesin thepublic Heavy Ltd, Pune from distinguished appointed
has assumed the industry, sector, has been Engineering and 1979-1981. technocrat and asJoint
charge of the hasrecently selectedas Manufacturing Since 1982, he visionary secretary
poston taken charge Directorof industries,both is working in entrepreneur (P&C)in
22.03.2022. asDirector BEML.His inPrivateand the business of with over two the
(Human careerspans Public Sector. His construction decadesof Ministry
Shri Jerath is Resource)at acrossSAIL major for Residential experiencein of Defence
aCost& BEMLLtd, andBHEL, contributions and the inthe
Managemen Bangalore. showcasinga include: Commercial semiconductor Departme
t Accountant His versatile •17 years Buildingsin and electronics ntof
fromthe remarkable background in inBEMLLtd Pune.Heis sectors. Defence
Instituteof career started various working in all associatedas Academic Productio
Cost at Hindustan functions threebusiness the Excellence n. Prior to
Accountants Paper including verticals Mining Management • Graduated in this,she
ofIndia. Corporation Manufacturing, & Construction, Consultant Electrical& was a Joint
Before Ltd in 1992, Marketing& Defence& withPerfect Electronics Secretary
joining followedby Business Aerospaceand Machine Tools Engineering atPrime
BEML,he BEMLLtd Development, Rail&Metro Limited and its fromBITS Minister's
has worked from 2011 to Project Business group Pilani in 2001. Office
asthe till now. In Execution, covering companies. He • Achieved 6th
Additional between, Information Manufacturing is also one of rankinthe
Directorat during 2017- Technology, division located theFounder Intermediate
Chhattisgarh 2018 he has Strategic in KGF, Mysore Directors of Jai (10+2)
State workedas Management, & Bangalore. Hospitals examinations
Electricity General Corporate •He was Private in the erstwhile
Board Manager Communicatio Headof Limited, combined state
(CSEB), (Personnel) at n,and Manufacturing Nashik. He is ofAndhra
Raipurand Odisha International andAssembly associated with Pradesh.
has worked Mining Business. shopinEM many Banking, Professional
atBharat Corporation Mr.Gupta Division of KGF Educational Journey
Aluminium Ltd. beganhis Complex for the andSocial •Over
Company Heholdsa journeywith aggregates Institutions for two decades of
Limited degreeof SAIL in 1988 requiredfor upliftmentof deep expertise
(BALCO), B.Sc.anda beforejoining Dozer assembly, thesociety. inthe
Korba. professional BHEL's Excavator Since 2001, he semiconductor
He has rich witha Haridwar Assemblyand isassociated industry, with
&varied Postgraduate manufacturing otherhigh-end withDeccan a focus on end
experience Degreein facility.His mining Education to-endchip
of more than Industrial mostrecent equipment. Societyand design,
34 years in Relations& roleas •He was duringthis product
Government Personnel Executive Headof periodheis development,
,Public& Management Director Productionin instrumental in and technology
Private from (Corporate setting up of leadership. He
sectorwith Berhampur Strategic TruckDivision new hasworked
wide University, Management & ofMysore institutions withglobal
exposure in His Corporate Complex.He andcolleges semiconductor
all aspects of professional Communicatio was including giants such as

accounting career stated n) at BHEL saw spearheading setting up of STMicroelectro
&financial anas himaligning the development newCampus nics,AMD,
management executive the company's of190Ton and Institute in Cadence,and
,accounts traineeat strategic ElectricDump Andhra Texas
finalization Hindustan initiatives with Truck. Pradeshand Instruments,
andaudit, Paper therapidly •He was alsoentered contributing to
tax planning Corporation evolving Head of Defence into cutting-edge
andtax Ltd,to energy Productionfor collaborations innovations
management Executive landscape both supply of High withvarious across diverse
,analyzing Director (HR) inIndiaand Mobility International domains
the financial at BEML Ltd, abroad. In this Universities. In •Servedas
viabilityof before capacity,he Vehicles, April 2008, he Principal
new assuming the played a crucial Sarvatra Bridge was elected as Consultantto
ventures/ chargeof rolein Systems, 50 Ton Managing the
new projects Director interfacing Trailers etc for Committee Department of
and forecast (HR). withkey various Defence memberwith IT, Electronics
theamount He possesses stakeholders, requirements. Maharashtra &
ofproject strong including •He was Cricket Communicatio
finance/ acumenin investors, Chiefof Association ns,
fund variousHR government Bangalore (MCA)and Government of
requirement, functions, bodies,and Complex in Rail rose to the level Andhra
conceptualiz including industry andMetro ofPresident Pradesh
ingand Employee associations. Division and led fromOctober during2017–
implementin Relations, During his stint the 2019.From 2018,
gfinancial Recruitment, asED(CSM manufacturing 2011,heis contributing to
procedures Learning and and CC), Mr. of rolling stocksforvarious Management thestate's
including Development Gupta's Metro Committee technological
working ,Succession leadership Corporations memberwith advancements.
capital Planning and ensured several including Societyof •Appointed as
management digitalization notable Driverless Metro Friends of the an
,internal ofHR achievements. car supplied for Sassoon Independent
financial Processes etc. Underhis MumbaiMetro Hospitals, Director on the
controls and Mr. Satpathy guidance, andalso Pune Board of BEML
target is well versed BHEL developed (SOFOSH) Ltd.,a
costing. withthe maintaineda VandeBharat whichworks Government of
Labor positive media Sleeper coach for fororphan India
Legislation presence.He Indian Railways. childrenfrom enterprise
and has been spearheaded •Previou all sections of underthe
instrumental the sly,hehas the society and Ministryof
in negotiating development of worked 18 years also helps and Defence,
significant anin-house in Public limited supportsthe startingfrom
wage designing companiesie relatives of the December28,
revisions andlong-term team,whichenhancedthe M/sSimplex needy patientsadmitted in the 2021.oHeld
settlements. company's Engineering, hospital. keypositions
His creative M/sACC invarious
contributions capabilities. Machinery& board
include Notably,he M/sGrasim committees,
implementin championed Industriesfor including:
gORACLE theuseof manufacturing
ERP solution technologyin productsfor Chairmanof

inHRat storytelling for Railways,Steel the Corporate
Hindustan thecompany, Plants, Cements Social
Paper effectively &Tyre Responsibility
Corporation modernizing Machineries, &
Ltd&SAP BHEL's Pressure vessels Sustainability
HCM communication &Heat Committee.
modules, strategies. exchangers.
spearheading AstheChief Member of the
initiatives Investor Risk
suchas Relations Management
Building Officer (CIRO) Committee,
Internal and Chief Risk Technology
Capability for Officer(CRO) Committee
People of BHEL, Mr. etc…
Development Guptawas Entrepreneuria
,Mentoring responsible for l Ventures
scheme creatingand •Founded
named presentinga Sima Tech and
"BANDHAN consistent Industries
", Assessment investment (OPC)Pvt.
Development message to the Ltd.,focusing
Centers, Goal investment on"Atma
Settings, community Nirbhar
Strength and Bharat"in
based successfully Electronics
leadership, handled •Currently
Team investor servesas
Building with interfaces, post- Managing
avision result Directorof
towards conference SMSEMICON
creatinga calls,and Designand
cultureof presentations, Technologies
inclusivity company's Pvt. Ltd. and
and annualreport Adhvaya
performance, andAnnual Semicon
thathave General Designand
greatly Meetings. Technologies
benefited Mr.Gupta's Pvt.Ltd.,
organizationa tenureas companies
l growth at General dedicatedto
BEML Ltd. Managerof advancing
Recognized BHEL's semiconductor
forhis Transportation design in Tier-
employee- Businessfrom 2 cities of India
centric 2018to2022 as well as niche
approach and was marked by technology
numerous significant adoptionin
industry achievements. India.
accolades, Hewas Commitment
includinga responsible for to Social cause
Certified marketing, through

Independent business Ahalya
Director from development, Foundation
Instituteof andexecution
Directors ofall •Throughhis
(IOD) and a transportation workwith
Certified projectsand Ahalya
Executive products, Foundation,
Coachfrom including Siva Makutam
ICF.His electric hasinspired
leadership locomotives for thousandsof
and mainline college
professional operations, students across
Skilesis diesel shunting both
remarkable locos, and track technology and
for continued maintenance non-
driving vehicles. technology
progressive Notably,he fieldsby
HRpolicies initiated providing
and practices BHEL's mentorship,
basedon transition real-world
diversity, towards semi- exposure, and
inclusion and high-speed guidance
employee trains,which alignedwith
well-being. ledtothe industry
company trends.
winningthe •He
prestigious hasalso
VandeBharat positively
order. impactedthe
With over two livesof
decadesof thousandsof
experiencein school students
International byhelping
Business,Mr. them
Gupta has been understand
instrumental in diverse career
expanding pathways after
BHEL's global 10th standard,
footprint, empowering
particularly in them to make
Africa, Europe, informed
South Asia, and educational
Southeast Asia. and
His efforts have professional
resultedina choices.
multi-fold •His
increasein efforts reflect a
overseas deep
businessand commitment to
the youth
establishment development

ofBHEL's andinclusive
presencein career
severalnew guidance
markets.He acrossurban
hasbeena andrural
pioneerin India.
formulating Commitment
BHEL's export toNational
strategies, Initiatives
transforming •A
thecompany staunch
intoaglobal advocate of the
player. "Make in India"
Mr. Gupta has initiative,
beena emphasizing
prominent the adoption of
figurein next-
various generation
industry technologies to
forums, bolster India's
includingthe tech ecosystem
International and
Trade semiconductor
Committeeof industry.
CII,FICCI •Passionate
ForeignTrade about fostering
Committee, technological
India-ASEAN growth in Tier-
Business 2 cities, aiming
Forum, and CII to bridge the
Railway gapbetween
Equipment industryand
Division.He academics
hasalso metropolitan
participated in hubsand
Working emerging
Groups& urban centres.
Inter-
Governmental Mr.Siva
Joint Makutam's
Commissions illustrious
ofthe career reflects a
Government of blendof
India, acting as technical
a catalyst for acumen,
policy changes strategic
thathave leadership, and
resulted in the adeep-seated
growthof commitment to
project exports. advancing
India's
technologicallandscape.
(i)Directors 1. BEML(i) NIL (ii) NIL(iii) NIL (iv) NIL(v) NIL(vi) 1. Bharat
hips held Land Assets Electronic
inother Limited s limited.
Listed (BLAL) (vii) 2. Bharat
Compani Dynamics
es Limited
Cessatio(viii) Nil(ix) NIL(x) NIL(xi) NIL(xii) NIL(xiii) NIL(xiv) NIL
nfrom
Listed
entities
inpast
three
years
Chairma NIL NIL NIL NIL NIL NIL NIL
nship/
Member
shipof
Committ
ees held
inother
listed
compani
es
Relation NIL NIL NIL NIL NIL NIL NIL
ship
with
other
Directors
andKey
Manageri
al
Personnel
Number NIL NIL NIL NIL NIL NIL NIL
of Equity
shares
held in the
Company
Number NIL NIL NIL NIL NIL NIL NIL
of Equity
shares
heldin
the

Compan
yasa
beneficia
l owner
Number 8/8 7/7 4/4 4/4 5/6 6/6 -/-
of Board
Meeting
s
attended
Terms (i) As (i)As (i)As (i)As stipulated (i)As (i)As (i)A
and stipulated stipulate stipulated by stipulated stipulated s
conditio by dby by Government by by stipulated
ns of Governme Governm Governme of India Governme Governme by
Appoint nt of India entof nt of India (ii)Executive, nt of India. nt of India. Governm
ment and (ii) Executive, India (ii)Executive, Non entof
remuner Non (ii) Executiv Non Independent (ii)Non (ii) Non India.
ation Independe e,Non Independe Director, Executive, Executive,
nt Indepen nt Director, liableto Independe Independe (ii)N
Director, dent liableto retireby nt Director. nt on
liableto Director, retireby rotation Director. Executi
retireby liableto rotation ve,
rotation retire by Indepen
rotation dent
Director
Skills NA NA NA NA NA NA NA
and
capabilit
ies
required
forthe
role,in
caseof
Indepen
dent
Director

By order of the Board For BEML Limited

Sd/- Place: Bengaluru Urmi Chaudhury Date: 04-09-2025 Company Secretary

34

BEML LIMITED

(CIN: L35202KA1964GOI001530)

(A Government of India Schedule-A Company under Ministry of Defence) "BEML SOUDHA" 23/1, 4th Main, S.R. Nagar, Bengaluru - 560027 Phone: 080 - 22963142 / 22963211 FAX: 080 – 22963142 Email: [email protected] Website : www.bemlindia.in

ATTENDANCE SLIP

61st Annual General Meeting

NAME IN BLOCK LETTERS
ADDRESS
REGISTERED FOLIO NO./ DP ID
NO./ CLIENT ID NO.
SHAREHOLDER/ PROXY/
AUTHORIZED
REPRESENTATIVE

I/We hereby record my/our presence at the 61st Annual General Meeting of BEML Limited being held on Monday, 29th September, 2025 at 11:30 AM at Four Seasons Hotel, Bangalore, 8, Bellary Road, Ganganagar, Bangalore – 560032, Karnataka.

Signature

_____________________

Note: Please fill up the attendance slip and hand it over at the entrance of the meeting hall.

FORM No. MGT-11 PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014]

Name of the Member
Registered Address
Email ID
Folio no./ DP ID No./ Client ID
No.

I/We, being the member(s) of BEML Limited holding ______ shares of the abovenamed Company, hereby appoint:

1. Name:Address:__
E-mail Id:_____________________________ Signature: ________________________or failing him;
2. Name:Address:__
E-mail Id:_____________________________ Signature: _________________________or failing him;
3. Name:Address:__ E
mail Id:_____________________________ Signature: ________________________ or failing him;

on my/our behalf at the 61st AGM the of the Company, to be held at Four seasons Hotel, Bangalore, 8, Bellary Road, Ganganagar, Bangalore – 560032, Karnataka. on Monday, 29th September, 2025 at 11:30 AM and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Description No. of I/We assent I/We dissent
No. Shares for the for the
Resolution Resolution
(FOR) (AGAINST)
ORDINARY BUSINESS
1 Adoption of Financial Statements for the year
ended 31st March,2025 –Standalone as well as
Consolidated.
2 To confirm the payment of Interim Dividend and
2nd Interim Dividend on Equity Shares and declare
a Final Dividend on Equity Shares for the Year
ended 31st March, 2025.
3 To appoint a Director in place of Shri Anil Jerath
(DIN: 09543904), Director (Finance), who retires
by rotation and being eligible, offers himself for
re-appointment
4 To appoint a Directorin place of Shri Debi Prasad
Satpathy,(DIN:10679597),Director(Human
Resource), who retires by rotation and being
eligible, offers himself for re-appointment
5 Fixing the remuneration of Statutory Auditors.
SPECIAL BUSINESS
6 Ratification of Remuneration to Cost Auditors.
7 Appointment M/s. MMA & Partners (Formally
known as Manish Mishra & Associates), Firm of
Company Secretaries in Practice as Secretarial
Auditors
8 Appointment of Shri Rajeev Kumar Gupta (DIN:
10803828) as Director (Rail and Metro Business)
9 Appointment of Shri Sanjay Som (DIN: 10811981)
as Director (Mining & Construction Business)
10 Appointment of Shri Vikas Ramkrishna Kakatkar
(DIN: 02372234) as an Independent Director of the
Company
11 AppointmentofShriSivaMakutam(DIN:
09450599) as an Independent Director of the
Company
12 Appointment of Smt. Meera Mohanty (DIN:
03379561) as Government Nominee Director of
the Company
13 Approval for Sub-division/ split of existing 1
(One) Equity Share of face value of Rs. 10/-
(Rupees Ten Only) each fully paid up into 2 (Two)
Equity Shares of face value of Rs. 5/-(Rupees Five
Only) each fully paid up.
14 Approval for Alteration of Capital Clause (Clause
V) of the Memorandum of Association of the
Company.

Signature of Shareholder Signature of Proxy Holder

Date:

Place

Notes:

38

  • 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.
  • 2. For the Resolutions, Explanatory Statement and Notes, please refer to Notice of the 61st Annual General Meeting.
  • 3. Please complete all details including details of member(s) in above box before submission.

________________ ________________