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Bharat Bijlee Ltd. AGM Information 2025

Aug 14, 2025

61413_rns_2025-08-14_6b9233a3-a31b-4357-a2a3-56dc579098a5.pdf

AGM Information

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August 14, 2025

BSE Limited Corporate Relationship Department, Phiroze Jeejebhoy Towers, Dalal Street, Mumbai – 400 001. SCRIP CODE: 503960

National Stock Exchange of India Limited Listing Department, Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 SCRIP CODE: BBL

Dear Sir / Madam,

Sub.: Notice convening the 78[th] Annual General Meeting (‘AGM’) of the Company & Cutoff Date for the purpose of the AGM

  1. With reference to our earlier Intimation dated July 23, 2025, please find enclosed herewith the Notice of the 78[th] Annual General Meeting (‘AGM’) of the Company, scheduled to be held on Thursday, September 11, 2025 at 11.00 A.M. (IST), by Video Conferencing ('VC') / Other Audio Visual Means ('OAVM'), without the physical presence of Shareholders of the Company . The said Notice of the 78[th] AGM and Annual Report for the F.Y. 2024-2025 will be available on the Company’s Website at https://www.bharatbijlee.com/company/investor-relations/annual-reports/.

Further, in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is providing to its Shareholders, the facility to exercise their right to vote by electronic means (Remote e-voting), on all Resolutions set forth in the Notice of the AGM dated July 23, 2025.

The Remote e-voting period shall commence at 9.00 a.m. on Monday, September 08, 2025 and will end at 5.00 p.m. on Wednesday, September 10, 2025.

  1. Cut-off date for the purpose of e-voting is Thursday, September 04, 2025.

You are requested to take the same on your record.

Thanking You,

Yours sincerely,

For Bharat Bijlee Limited

DURGESH Digitally signed by DURGESH NARANJAN NARANJAN NAGARKAR Date: 2025.08.14 NAGARKAR 13:15:43 +05'30'

Durgesh N. Nagarkar Company Secretary & Senior General Manager: Legal

Encl.: a/a

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Annual Report 2024-2025

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NOTICE

NOTICE IS HEREBY GIVEN THAT THE SEVENTY EIGHTH (78TH) ANNUAL GENERAL MEETING (‘AGM’) OF THE SHAREHOLDERS OF BHARAT BIJLEE LIMITED WILL BE HELD AT 11.00 A.M. ON THURSDAY, SEPTEMBER 11, 2025 THROUGH VIDEO CONFERENCING (‘VC’) / OTHER AUDIO VISUAL MEANS (‘OAVM’), TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS:

  1. To receive, consider and adopt the Financial Statements, namely (i) Audited Balance Sheet as at March 31, 2025, (ii) the Audited Statement of Profit and Loss for the Financial Year ended on that date (iii) Cash Flow Statement for the Financial Year ended on that date and the Reports of the Board of Directors and Auditors thereon.

  2. To declare Dividend of 35/- (Rupees Thirty Five only) per fully paid-up equity share (700%) of Face Value of 5/- (Rupees Five only) each, for the Financial Year 2024-2025.

  3. To appoint a Director in place of Mr. Nakul P. Mehta (DIN: 00056561), Managing Director of the Company, who retires by rotation and, being eligible, offers himself for re-appointment.

  4. To appoint a Director in place of Mr. Prakash V. Mehta (DIN 00001366), Non-executive (Non-Independent) Director of the Company, who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

  1. To consider, and approve the ratification of Remuneration payable to the Cost Auditors of the Company, for the Financial Year 2025-2026.

To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

RESOLVED THAT pursuant to the provisions of Sections 148 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with the Companies (Audit and Auditors Rules) 2014 ( including any statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in force ), and pursuant to the recommendation of the Audit Committee, the remuneration payable to Messrs. P M Nanabhoy & Co., Cost Accountants (Firm Registration No. 000012), appointed by the Board of Directors,

as Cost Auditors, to conduct the audit of the cost records of the Company, for the Financial Year ending March 31, 2026, amounting to ` 1,29,600/- (Rupees One Lakh Twenty Nine Thousand Six Hundred only) plus applicable tax and reimbursement of out of pocket expenses incurred by them during the course of audit, be and is hereby ratified.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee(s) thereof) or the Company Secretary be and are hereby authorised to do all such acts and take all such steps as may be necessary, proper, or expedient to give effect to this Resolution.”

  1. To consider and approve the appointment of Messrs. N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai (Firm Registration No.: P1996MH055800), as the Secretarial Auditors of the Company.

To consider, and if thought fit, to pass, with or without modification(s), the following resolution 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 Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment for the time being in force), and based on the recommendation of the Audit Committee and the Board of Directors of the Company, M/s. N L Bhatia & Associates, Practicing Company Secretaries (Firm Registration No: P1996MH055800), be and is hereby appointed as the Secretarial Auditors of the Company for a term of five (5) consecutive years commencing from F.Y. 2025-2026 to F.Y. 2029-2030, at such remuneration as may be determined by the Board of Directors of the Company in consultation with the Secretarial Auditors.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof), be and are hereby authorised to decide and finalize the terms and conditions of appointment, including the remuneration of the Secretarial Auditors from time to time, and to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution.”

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Annual Report 2024-2025

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By Order of the Board

Durgesh N. Nagarkar Company Secretary & Senior General Manager, Legal ACS 5777

Place: Mumbai Date: July 23, 2025 Registered Office: Electric Mansion, 6[th] Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025 CIN: L31300MH1946PLC005017 T: +91 22 4614 1414 F: +91 22 2437 0624 Email Id: [email protected] Website: https://www.bharatbijlee.com/

NOTES:

  1. Pursuant to General Circular No. 09/2024 dated September 19, 2024 read with General Circular Nos., 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05 2020, 02/2022 dated May 05, 2022, 03/2022 dated May 05, 2022, 10/2022 dated December 28, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (collectively referred as ‘ MCA Circulars ’) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 and SEBI/HO/CFD/CFDPoD-2/P/CIR/2023/167 dated October 07, 2023, read with Master circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024, issued by the Securities and Exchange Board of India (‘ SEBI ’) ( herein after collectively referred as ‘Circulars’ ), companies whose Annual General Meetings (“AGM) are due in the year 2025, are permitted to conduct their AGMs through Video Conferencing (‘ VC ’) / Other Audio Visual Means (‘ OAVM ’), without physical presence of the Members at a common venue.

  2. Accordingly, in compliance with the provisions of the Companies Act, 2013 (“ Act ”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) read with the Circulars , the 78th AGM of the Company is being conducted through VC / OAVM , without the physical presence of Members, at a common venue. The deemed venue for the 78th AGM shall be the Registered Office of

  3. the Company, i.e. at Electric Mansion, 6th Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025.

  4. An Explanatory Statement pursuant to Section 102 of the Act, relating to Special Business to be transacted at the AGM, is annexed hereto and forms part of this Notice.

  5. The relevant information, as required under Regulation 36(3) of the Listing Regulations, read with Secretarial Standard-2 (SS-2) on General Meetings, in respect of the Directors seeking Re-appointment at the AGM is annexed hereto and forms part of this Notice. Requisite declaration has been received from the Directors for seeking Re-appointment.

  6. Pursuant to the provisions of the Act, a Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more Proxies to attend and vote on his / her behalf and the Proxy need not be a Member of the Company. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA / SEBI CIRCULARS THROUGH VC / OAVM, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THE AGM AND HENCE THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED TO THIS NOTICE . However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the Members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC / OAVM and cast their votes through e-Voting.

  7. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.

  8. Pursuant to the acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, by way of scheme of arrangement, Link Intime India Private Limited, the Company’s RTA changed its name to MUFG Intime India Private Limited (‘MUFG Intime’) with effect from December 31, 2024. Consequent to the name change, the RTA activities of the Company are being carried out by MUFG Intime India Private Limited.

  9. In line with the aforesaid Circulars, Notice calling the AGM along with the Annual Report 2024-2025, is being sent only through electronic mode to those

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Annual Report 2024-2025

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Members whose e-mail addresses are registered with the Company / Depositories.

The Company shall send a physical copy of the Annual Report 2024-2025 to those Members who request the same at [email protected], mentioning their Folio No./DP ID and Client ID.

For Members who have not registered their e-mail address and those Members who have become the Members of the Company after September 04, 2025, being the Cut-off Date , may access the Notice of the 78th AGM and Annual Report 2024-2025 of the Company, from the website of the Company at https://www.bharatbijlee.com/ as well as website of the Stock Exchanges i.e. BSE Limited https://www. bseindia.com/ and National Stock Exchange of India Limited at https://www.nseindia.com/ and on the website of MUFG Intime, i.e., https://in.mpms.mufg. com/.

  1. Members are requested to follow the process detailed below for registration of email address, updation of bank account details and other KYC details:
Physical For availing the following investor services, send
a request letter to the RTA of the Company in the
prescribed forms, either by email to rnt.helpdesk@
in.mpms.mufg.com, from the registered email id or
by sending post to C-101, 247 Park, L B S Marg,
Vikhroli (West), Mumbai 400 083
For availing the following investor services, send
a request letter to the RTA of the Company in the
prescribed forms, either by email to rnt.helpdesk@
in.mpms.mufg.com, from the registered email id or
by sending post to C-101, 247 Park, L B S Marg,
Vikhroli (West), Mumbai 400 083
Form for registration of PAN, email
address, bank account details, mobile
number,
registered
address
and
other KYC details or changes/update
thereof
Form ISR-1
Update signature of securities holder Form ISR-2
For nomination as provided in the
Rule 19(1) of Companies (Share
Capital and Debentures) Rules, 2014
Form SH-13
Declaration to opt-out from nomination Form ISR-3
Cancellation of nomination by the
holder(s) (along with ISR-3) / Change
of Nominee
Form SH-14
The forms for updating the above details are available
on the website of the Company under the weblink
at: https://www.bharatbijlee.com/company/investor-
relations/investor-information/downloads/
Demat Please contact your DP and register your email
address, bank account details and other KYC details
in your demat account, as per the process advised
by your DP.
  1. Since the AGM will be held through VC / OAVM Facility, the Route Map is not annexed in this Notice.

  2. As per the provisions of Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members are advised to make nomination in respect of their shareholding in the Company. The Nomination Form (SH-13) can be downloaded from the Company’s website, https://www.bharatbijlee.com/company/ investor-relations/investor information/downloads/

Members holding shares in physical form should file their nomination with MUFG Intime, whilst those Members holding shares in dematerialized mode should file their nomination with their Depository Participant(s).

If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form No. ISR-3 or Form No. SH-14, as the case may be. The said forms are available on the website of the Company under the weblink at: https://www.bharatbijlee.com/company/ investor-relations/investor-information/downloads/.

  1. SEBI has mandated the submission of Permanent Account Number (PAN) by every participating in securities market, deletion of name of deceased shareholder or transmission / transposition of shares. Shareholders holding shares in dematerialized mode are requested to submit the PAN to their Depository Participant(s) with whom they are maintaining their demat accounts. Shareholders holding shares in physical form can submit their PAN details to the Company’s Registrar and Transfer Agents. In line with Listing Regulations, copy of PAN card of both transferor and transferee for registration of transfer of shares are required to furnish to the Company / Registrar and Share Transfer Agent of the Company.

  2. Regulation 40 of the Listing Regulations, as amended, mandates the transfer of the securities would be carried out in dematerialized form only. Members may also note that SEBI vide its Circular No. SEBI/ HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024 and subsequent Notifications thereto, has mandated the 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.

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Annual Report 2024-2025

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Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4 or Form ISR-5 (for transmission), the format of which is available on the Company’s website i.e. https://www.bharatbijlee.com/company/investorrelations/investor-information/downloads/.

It may be noted that any service request can be processed only after the folio is KYC Compliant. Members holding shares in physical mode are therefore advised to demat their physical share holdings.

  1. Shareholders are advised to register / update their PAN, address, e-mail address, mobile no., signature and bank mandates (i.e. bank account number, name of the bank and the branch, 9 digit MICR Bank/Branch code and account type) to their DPs in case of shares held in electronic form and to the Company and/or its RTA in prescribed Form ISR-1 and / or ISR-2, in case of shares held in physical form for receiving dividend in their bank accounts and all communications, including Annual Report, Notices, Circulars etc. from the Company.

The aforesaid Forms are available on Website of the Company, https://www.bharatbijlee.com/company/ investor-relations/investor-information/downloads/.

  1. Shareholders holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company / RTA, the details of such folios together with the share certificates along with the requisite KYC documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.

  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 Shareholder as soon as possible. Shareholders are also advised to not leave their Demat account(s) dormant for a long time. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

  3. Members are requested not to disclose Folio No. / DP ID / Client ID to unknown persons. Do not handover signed blank transfer deeds, delivery instruction slips to any unknown persons.

  4. Members must ensure that they deal with only SEBI Registered Intermediaries and must obtain a valid contract note / confirmation memo from the broker / sub-broker, within 24 hours of execution of the trade and it should be ensured that the Contract Note / Confirmation Memo contains order no., trade no., trade time, quantity, price and brokerage.

  5. SEBI has established a common Online Dispute Resolution Portal (‘ODR Portal’) for resolution of disputes arising in the Indian Securities Market. Pursuant to this, post exhausting the option to resolve their grievance with the Company’s RTA / Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company’s Website at https://bharatbijlee.com/smart-odr/smartodr-portal/.

  6. Dividend, as recommended by the Board, if approved by the Members at the ensuing AGM, shall be paid on or after September 22, 2025, subject to deduction of tax at source (‘TDS’) to those:

  7. a. Members whose name appears in the Register of Members of the Company after giving effect to valid share transfers / transmission / transposition in physical form lodged with the Company or its Registrar and Share Transfer Agents (RTA) on or before September 04, 2025; and

  8. b. Beneficial Owners whose name appears in the list of Beneficial Owners Position list as on the closing hours of September 03, 2025, furnished by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for this purpose.

  9. In accordance with the provisions of the Income Tax Act, 1961 as amended by and read with the provisions of the Finance Act, 2020, with effect from April 1, 2020, dividend declared and paid by any Company is taxable in the hands of Shareholders. Your Company shall, therefore, be required to deduct TDS at the time of payment of dividend in accordance with the provisions of the Income Tax Act, 1961 read with the Finance Act, 2020 and at the applicable rates of taxes. The TDS rate may vary depending upon the residential status of the shareholder and the documents submitted to your Company.

~~8~~

Annual Report 2024-2025

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TDS rates that are applicable to Members depend upon their residential status and classification as per the provisions of the Act. The Company will therefore deduct tax at source at the time of payment of dividend, at rates based on the category of members and subject to fulfilment of certain conditions.

Your Company will be sending communication to the Shareholders informing them to submit the necessary documents to enable your Company to calculate the amount of tax required to be deducted from the proposed dividend, for the financial year ended March 31, 2025, in respect of each eligible shareholders,

  1. SEBI had mandated that with effect from April 01, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.

In view of the above, we urge Members holding shares in physical form to submit the required forms along with the supporting documents at the earliest.

  1. In order to receive dividend/s in a timely manner, Shareholders holding shares in physical form who have not updated their mandate for receiving the Dividends directly in their Bank Accounts through Electronic Clearing Service or any other means (“Electronic Bank Mandate”), 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 by e-Mail to reach the Company’s e-Mail address investorcare@bharatbijlee.

com prior to Record Date, i.e. September 04, 2025:

  • 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

  • Name and Branch of Bank and Bank Account type;

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

  • b. Self-attested scanned copy of cancelled cheque bearing the name of the Shareholder or first holder, in case shares are held jointly;

  • c. Self-attested scanned copy of the PAN Card; and

  • d. Self-attested scanned copy of any document (such as AADHAR Card, Driving License, Election Identity Card, Passport) in support of the address of the Shareholder as registered with the Company.

For the Members holding shares in demat form, please update your Electronic Bank Mandate through your Depository Participant/s. Company will not be able to accept any direct request from such Members for change/addition/deletion in such bank details

  1. Your attention is invited on the Companies (Significant Beneficial Ownership) Rules, 2018 as amended from time to time issued by the Ministry of Corporate Affairs. As per said rules, a person is considered as a Significant Beneficial Owner if he/ she, whether acting alone, together or through one or more individuals or trust holds a beneficial interest of at least 10%. The beneficial interest could be in the form of a company’s shares or the right to exercise significant influence or control over the company. If any Shareholder is holding shares in the Company on behalf of other or fulfilling the criteria, the Shareholder is required to give a declaration specifying the nature of his/her interest and other essential particulars in the prescribed manner and within the permitted time frame.

  2. Shareholders seeking any information with regard to the Annual Accounts or any matter to be placed at the AGM, are requested to write to the Company on or before September 03, 2025, through e-Mail on [email protected]. The same will be replied by the Company suitably. Documents referred to in this Notice will be made available for inspection as per applicable statutory requirements.

  3. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Shareholders and Share Transfer Books of the Company will remain closed from Thursday, September 04, 2025 to Thursday, September 11, 2025 (both days inclusive) .

  4. 11 digit IFSC Code

~~9~~

Annual Report 2024-2025

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  1. Attendance of the Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  2. Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), (including any statutory modification(s) / re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which remains unclaimed / unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (‘IEPF’) of the Central Government. Also, attention of Shareholders is invited to the provisions of Section 124(6) of the Companies Act, 2013 read with IEPF Rules which inter alia requires the Company to transfer the equity shares on which the dividend has remained unpaid or unclaimed for seven (7) consecutive years or more, to a special demat account to be opened by IEPF Authority.

However, the Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company’s RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF, i.e., on www.iepf.gov.in.

The Shareholders are therefore encouraged to verify their records to claim their unpaid dividend pertaining to the Financial Year 2017-2018 to 2023-2024 (in case, the Company has declared the dividend and approved at the respective AGM), if not claimed, so that equity shares in respect of which the dividend is pending are not transferred to the IEPF Demat Account, at appropriate date.

Please note, during the year under review, there was no amount or share(s) which was required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act, as the Company did not declare a dividend for the F.Y. ended on March 31, 2017.

The details of Nodal Officer of the Company, in line with the provisions of IEPF Regulations are available on the Company website and can be accessed through the link : https://www.bharatbijlee.com/ company/investor-relations/investor-contact/

  1. VOTING THROUGH ELECTRONIC MEANS:

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time-to-time and Regulation 44 of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and Circulars, the Company is providing to its Members, facility to exercise their right to vote on the resolutions proposed to be considered at the ensuing 78th AGM, by electronic means. The Members may cast their votes using “Remote e-Voting” (e-voting from place other than venue of the Annual General Meeting) facility to exercise their right to vote on all matters listed in this Notice, by electronic means.

For this purpose, the Company has entered into an agreement with MUFG Intime India Private Limited for facilitating Remote e-Voting to enable all its Members to cast their vote electronically.

Remote e-Voting Instructions for Members:

  • a. Shareholders holding shares in physical form or in demat form as on Thursday, September 04, 2025, the Cut-off Date shall only be eligible for e-voting. A person, whose name is recorded in the Register of Shareholders or in the Register of Beneficial Owners maintained by the depositories as on the Record Date only shall be entitled to avail the facility of remote e-voting.

  • b. The remote e-voting period will commence at 9.00 a.m. on Monday, September 08, 2025 and will end at 5.00 p.m. on Wednesday, September 10, 2025 . During this period the eligible Shareholders of the Company, holding shares either in physical form or in dematerialized form, may cast their vote electronically. The e-voting module shall be disabled by MUFG Intime India Pvt. Ltd. for voting thereafter.

  • c. Shareholders who have already voted prior to the AGM date would not be entitled to vote during the AGM.

~~10~~

Annual Report 2024-2025

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In terms of SEBI circular no. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter User ID and Password. Click on “Login”

  • c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl. com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp

  • b) Proceed with updating the required fields.

  • c) Post successful registration, user will be provided with Login ID and password.

  • d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

  • a) Visit URL: https://www.evoting.nsdl.com/

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen.

  • d) Post successful authentication, you will be redirected to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/ myeasitoken/Home/Login or www.cdslindia. com.

  • b) Click on New System Myeasi Tab

  • c) Login with existing my easi username and password

  • d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.

  • e) Click on “Link InTime/ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

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OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

  • a) To register, visit URL: https://web.cdslindia. com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/ Registration/EasiestRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided username and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly

visiting the e-voting website of CDSL

  • a) Visit URL: https://www.cdslindia.com

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in de mat mode

Shareholders holding shares in physical mode / NonIndividual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

  • a) Visit URL: https://instavote.linkintime.co.in Shareholders who have not registered for INSTAVOTE facility:

  • b) Click on “ Sign Up ” under ‘SHARE HOLDER’ tab and register with your following details:

  • A. User ID:

  • NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

  • CDSL demat account – User ID is 16 Digit Beneficiary ID.

  • Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

  • B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

  • C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

  • D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

Shareholders holding shares in_ _NSDL form* , shall provide ‘D’ above

  • Shareholders holding shares in_ _physical form* but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

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  • Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Enter Image Verification (CAPTCHA) Code

  • Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

  • c) Click on “ Login ” under ‘SHARE HOLDER’ tab.

  • A. User ID: Enter your User ID

  • B. Password: Enter your Password

  • C. Enter Image Verification (CAPTCHA) Code

  • D. Click “Submit”

  • d) Cast your vote electronically:

  • A. After successful login, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon.

  • C. E-voting page will appear.

  • D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

    • A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on “ Sign Up ” under “Custodian / Corporate Body/ Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time

of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “ Investor Mapping ” tab under the Menu Section

  • c) Map the Investor with the following details:

  • A. ‘Investor ID’ –

    • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

  • B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • C. ‘Investor PAN’ - Enter your 10-digit PAN.

  • D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

    • *File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID. Further, Custodians and Mutual Funds shall also upload specimen signatures.
  • E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “ Votes Entry ” tab under the Menu section.

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  • c) Enter the “ Event No. ” for which you want to cast vote.

  • Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “ 16-digit Demat Account No. ” for which you want to cast vote.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

  • A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will be able to see the “Notification for e-voting”.

  • c) Select “ View ” icon for “ Company’s Name / Event number ”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “ Download Sample Vote File ” tab.

  • f) Cast your vote by selecting your desired option ‘Favour / Against’ in the sample vote file and upload the same under “ Upload Vote File ” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

**Login type ** Helpdesk details
Individual
Shareholders holding
securities in demat
mode with NSDL
Members facing any technical
issue in login can contact NSDL
helpdesk by sending a request
at [email protected] or call at :
022 - 4886 7000
Individual
Shareholders
holding securities in
demat mode with
CDSL

Members facing any technical
issue in login can contact CDSL
helpdesk by sending a request
at
helpdesk.evoting@cdslindia.
com or contact at toll free no.
1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https:// instavote.linkintime.co.in

  • Click on “ Login ” under ‘SHARE HOLDER’ tab.

  • Click “ forgot password?

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

  • (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

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User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Click “ forgot password?

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

  • Ø It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • Ø For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • Ø During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

INSTAMEET VC INSTRUCTIONS FOR SHAREHOLDERS

In terms of Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated 19.09.2024, the Companies can conduct their AGMs/ EGMs on or before 30 September 2025 by means of Video Conference (VC) or other audio-visual means (OAVM).

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.

Login method for shareholders to attend the General Meeting through InstaMeet:

  • a) Visit URL: https://instameet.in.mpms.mufg.com & click on “ Login ”.

  • b) Select the “Company” and ‘Event Date’ and register with your following details:

  • A. Demat Account No. or Folio No:

Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID.

Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – shall provide Folio Number.

  • B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

  • C. Mobile No: Enter your Mobile No.

  • D. Email ID : Enter your email Id as recorded with your DP/ Company.

  • c) Click “Go to Meeting”

You are now registered for InstaMeet, and your attendance is marked for the meeting.

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Instructions for shareholders to Speak during the General Meeting through InstaMeet:

  • a) Shareholders who would like to speak during the meeting must register their request with the Company.

  • b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the Company.

  • c) Shareholders will receive “speaking serial number” once they mark attendance for the Meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

  • d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chat-board during the meeting.

*Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking. The Company reserves the right to restrict the number of Speakers depending on the availability of time for the AGM.

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

  • a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

  • b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET

  • c) Click on ‘Submit’.

  • d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

  • e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/ Against’.

  • f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the General Meeting through InstaMeet 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 facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at instameet@ in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

29. GENERAL INSTRUCTIONS:

  • i. Shareholders can update their mobile numbers and e-Mail IDs [which may be used for sending future communication(s)] by writing to [email protected].

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  • ii. The voting rights of Shareholders shall be in proportion of their shares in the total paid-up equity share capital of the Company as on September 04, 2025 , being the Cut-off Date .

  • iii. Any Person who acquires shares of the Company and becomes a Shareholder of the Company after the Company sends the Notice of the AGM by e-Mail and holds shares as of the Cut-off Date i.e., September 04, 2025 , may obtain the User ID and Password by sending a request to the Company’s e-Mail ID [email protected] or rnt. [email protected] by mentioning their Folio No./DP ID and Client ID No.

  • iv. Mr. Bhaskar Upadhyay (Membership Number : FCS 8663, CoP Number: 9625) or failing him Mr. Bharat Upadhyay (Membership Number : FCS 5436, CoP Number: 4457), of Messrs N. L. Bhatia & Associates, Practicing Company Secretaries has been appointed by the Company to act as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

  • v. During the AGM, the Chairman shall, after response to the questions raised by the Shareholders in advance or as a Speaker at the AGM, formally propose to the Shareholders participating through VC / OAVM Facility to vote on the resolutions as set out in the Notice of the AGM and announce the start of the casting of vote through the e-Voting system. After the Shareholders participating through VC / OAVM Facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be closed with the formal announcement of closure of the AGM.

  • vi. The Scrutinizer shall after the conclusion of e-Voting at AGM, first download the votes cast at the AGM and thereafter unblock the votes cast through remote

e-Voting and shall make a consolidated Scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and such Report shall then be sent to the Chairman or a person authorized by him, within 2 working days of the conclusion of the AGM, who shall then countersign and declare the result of the voting forthwith.

  • vii. The Results declared along with the Scrutinizer’s Report shall be immediately placed on the Company’s website viz., https://www.bharatbijlee.com/ and on the website of MUFG Intime, viz., https://in.mpms. mufg.com/, and will be communicated to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed. The result will also be posted on the Notice Board of the Company at the Registered Office.

By Order of the Board

Durgesh N Nagarkar Company Secretary & Senior General Manager, Legal ACS 5777

Place: Mumbai Date: July 23, 2025

Registered Office:

Electric Mansion, 6[th] Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025 CIN: L31300MH1946PLC005017; T: +91 22 4614 1414 F: +91 22 2437 0624 Email Id: [email protected] Website: www.bharatbijlee.com

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ANNEXURE TO THE NOTICE

Explanatory Statement setting out material facts under Section 102 of the Companies Act, 2013

Item No. 5:

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, read with the Companies (Cost Records and Audit) Rules, 2014, (including any amendment(s), modification(s), variation or re-enactment thereof for the time being in force), the Board of Directors of the Company shall appoint an individual who is a cost accountant in practice or a firm of cost accountants in practice, as Cost Auditor, on the recommendations of the Audit Committee. The remuneration recommended by Audit Committee shall be considered and approved by the Board of Directors and ratified by the Shareholders.

On the recommendation of Audit Committee at its Meeting held on May 16, 2025, the Board has considered and approved appointment of Messrs P.M. Nanabhoy & Co., Cost Accountants, for the conduct of the Cost Audit of the Company’s various products for the Financial Year 20252026, at remuneration as mentioned in the Resolution forming part of this Notice.

Accordingly, consent of the Members is sought to the Resolution as set out at Item No. 5 of the Notice as an Ordinary Resolution for approval and ratification.

None of the Directors and / or Key Managerial Personnel of the Company and / or their relatives are concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 5 of the Notice.

Item No. 6:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company is required to annex to the report of the Board of Directors, a Secretarial Audit Report, given by a company secretary in practice, in such form as prescribed under the Companies Act, 2013.

Furthermore, pursuant to recent amendments to Regulation 24A of the Listing Regulations, every listed entity must appoint a Peer Reviewed Secretarial Audit firm as Secretarial Auditor for not more than two terms of five (5) consecutive years, with the approval of its Shareholders in its Annual General Meeting.

The Board of Directors of the Company, at its Meeting held on July 23, 2025, based on the recommendation of the Audit Committee, has, after considering and evaluating the extensive past performance in the area of compliance, corporate governance & audit, understanding of the Company’s operations as well as industry experience, recommended the appointment of Messrs N L Bhatia & Associates, a peer reviewed firm of company secretaries in practice, to conduct Secretarial Audit and issue Secretarial Audit Report, for a term of five (5) consecutive years from financial year April 01, 2025 up to March 31, 2030 at a Remuneration of ` 4,00,000/- (Rupees Four Lakhs only), plus applicable taxes (in addition to the out of pocket expenses on actuals as may be incurred in the discharge of their functions), for the FY 2025-2026, and for subsequent years of their proposed term of five (5) consecutive years, at such fee as may be determined by the Board of Directors of the Company based on the recommendation of the Audit Committee, in consultation with the Secretarial Auditors.

Brief Profile of M/s N L Bhatia and Associates is as under:

M/s N L Bhatia and Associates is a peer reviewed and a well-established firm of Practicing Company Secretaries, formed in the year 1995 by Mr. Navnit Lal Bhatia, senior most Company Secretary in practice since 1982. The firm along with its Partners has an overall experience of four decades. The firm is backed by extensive experience across various industries and knowledge of secretarial audit, corporate governance, corporate compliance management, securities related laws and regulations, new business formations, corporate restructuring and corporate affairs. M/s N L Bhatia and Associates serves diverse clientele, including Public Listed and Unlisted Companies, Private Companies and LLPs, and also specializes in providing complete solutions to start-ups. N L Bhatia’s clients operate across sectors such as NonBanking Financial Services, Insurance, Housing Finance, Banking, and Financial Intermediaries, etc.

The proposed remuneration payable to M/s N L Bhatia and Associates shall be ` 4,00,000/- (Rupees Four Lakhs only) plus applicable taxes and reimbursement of out-of-pocket expenses for F.Y. 2025-2026. Besides the secretarial audit services, the Company would also obtain certifications required under various regulations and avail other permissible services, as may be required, from time to time. The proposed remuneration for F.Y. 2025-2026 is exclusive of fees for other permitted services and certifications which

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could be availed by the Company from N L Bhatia and Associates. The remuneration for remaining tenure would be fixed by the Board of Directors or any Committees thereof of the Company, from time to time.

N L Bhatia and Associates has given its consent to act as the Secretarial Auditor of the Company and has also confirmed that they hold a valid peer review certificate issued by Institute of Company Secretaries of India (‘ICSI’) and they are not disqualified from being appointed as Secretarial Auditor.

The Board of Directors of the Company recommends the appointment of N L Bhatia & Associates, as the Secretarial Auditor of the Company, for a term of five (5) consecutive years, as set out in Item No. 6, for approval of the Members of the Company, as an Ordinary Resolution.

None of the Directors and / or Key Managerial Personnel of the Company and / or their relatives are concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 6 of the Notice.

By Order of the Board

Durgesh N. Nagarkar Company Secretary & Sr. General Manager, Legal ACS 5777

Place: Mumbai Date: July 23, 2025

Registered Office:

Electric Mansion, 6[th] Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025 CIN: L31300MH1946PLC005017 T: +91 22 2614 1414 F: +91 22 2437 0624 Email Id: [email protected]; Website: https://www.bharatbijlee.com/

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BRIEF PROFILE OF A DIRECTORS BEING APPOINTED / RE-APPOINTED AT THE FORTHCOMING 78[TH] ANNUAL GENERAL MEETING (PURSUANT TO REGULATION 36 OF THE LISTING REGULATIONS

1. MR. NAKUL P. MEHTA

MR. NAKUL P. MEHTA
Name of the Director Nakul P. Mehta
Director Identifcation Number(DIN) 00056561
Age 67 Years
Date of Birth May30, 1958
Date of First Appointment on the Board June 20, 1988
Qualifcation Mr. Nakul P. Mehta holds a Bachelor’s Degree in Science and
also a Bachelor and Master of Science Degree in Mechanical
Engineering.
Brief profle & nature of his expertise in specifc
functional areas
Mr. Nakul P. Mehta has been employed with the Company since
1984 and is one of the Managing Directors since April 1, 1990.
Mr. Mehta has vast experience of over 35 years in the Electrical
Engineeringand Elevator Industries.
Terms and conditions of Re-appointment RetiringbyRotation
Remuneration last drawn For the F.Y. 2024-2025:`11,78,59,800/-
Details of Remuneration sought to bepaid Not Applicable
Number of Meetings of the Board attended
during the Financial Year 2024-2025 (out of
total 5 Board Meetings held)
5
Number of Shares held in Company as on
March 31, 2025, including shareholding as a
benefcial owner
3,73,660 Equity Shares of`5/- each
Directorship held in other companies (including
listed Companies resigned in the past three
years)
Mr. Nakul P. Mehta is a Director on the Board of Nasivan
Investments Pvt. Ltd. and Gayatri Education, Medical & Research
Foundation Pvt. Ltd.
Membership / Chairmanships of committees
across all other companies (including listed
Companies resigned in the past three years)
* Includes Chairmanship/Membership in
the Audit Committee and Stakeholder’s
Relationship Committee, in line with
Regulation 26 of the Listing Regulations
Mr. Nakul P. Mehta is not a Member / Chairman of any Committee
across all other companies.
Inter-se Relationship between Directors and
other KeyManagerial Personnel
Mr. Nakul P. Mehta is not related to any Director and / or Key
Managerial Personnel of the Company.

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2. MR. PRAKASH V. MEHTA:

MR. PRAKASH V. MEHTA:
Name of the Director Prakash V. Mehta
Director Identifcation Number(DIN) 00001366
Age 83 Years
Date of Birth February12,1942
Date of Appointment on the Board August 7,1990
Qualifcation Mr. Prakash V. Mehta obtained a Bachelor’s Degree in Law from
the University of Bombay in 1963, thereafter qualifed as a Solicitor
in 1966.
Brief Profle, Experience & nature of his
Expertise in specifc functional areas
Mr. Prakash V. Mehta has been a Director on the Board of the
Company since August 7, 1990. Mr. Mehta has been practicing as
a Solicitor since 1966. He is a partner of M/s. Malvi Ranchoddas
& Co., a renowned frm of Solicitors. He has considerable
experience in the feld of Law and is also an expert in Corporate
Law,Acquisitions,Joint Ventures and Foreign Collaborations.
Terms and conditions of Re-appointment RetiringbyRotation
Remuneration last drawn For the F.Y. 2024-2025:`6,75,000/-(SittingFees)
Details of Remuneration sought to bepaid N.A.
Number of Meetings of the Board attended
during the fnancial year 2024-2025 (out of total
5 Board Meetings held)
5
Number of Shares held in Company as on
March 31, 2025, including shareholding as a
benefcial owner
Mr. Prakash V. Mehta holds 650 Equity Shares of5/- each<br>_(His wife Mrs. Ela Mehta holds 900 Equity Shares of_5/- each,
as on the date of this Notice)
Directorship held in other companies (including
listed Companies resigned in the past three
years)
-
Oriental Aromatics Limited
(Date of Cessation: 11/09/2024);
-
Hikal Limited
(Date of Cessation: 31/03/2024);
-
Mukand Engineers Limited
(Date of Cessation: 01/06/2022);
-
Mukand Limited
(Date of Cessation: 08/08/2024);
-
Advani Hotels & Resorts (India) Limited
(Date of Cessation: 07/10/2024);
-
Mukand Sumi Special Steel Limited
-
India Safety Vaults Private Limited;
-
Pegasus Assets Reconstruction Private limited
(Date of Cessation: 12/02/2025);
-
Chemspec Chemicals Private Limited (Date of Cessation:
13/12/2022);
-
Bombay incorporated Law Society
(Date of Cessation: 25/08/2022)

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Annual Report 2024-2025

==> picture [109 x 24] intentionally omitted <==

Name of the Director Prakash V. Mehta
Chairmanship/Membership of Committees in
other Indian Companies
(including listed Companies resigned in the
past three years)
_
Includes Chairmanship/Membership in_
the Audit Committee and Stakeholder’s
Relationship Committee, in line with Regulation
26 of the Listing Regulations
None
Inter-se Relationship between Directors and
other KeyManagerial Personnel
Mr. Prakash V. Mehta is not related to any Director and / or Key
Managerial Personnel of the Company.

By Order of the Board

Durgesh N. Nagarkar Company Secretary & Sr. General Manager, Legal (ICSI Membership No.: A5777)

Place: Mumbai Date: July 23, 2025

Registered Office:

Electric Mansion, 6[th] Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025 CIN: L31300MH1946PLC005017

~~22~~