Bharat Bijlee Ltd. — Proxy Solicitation & Information Statement 2025

Oct 27, 2025

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October 27, 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 SYMBOL: BBL

Dear Sir / Madam,

Sub.: POSTAL BALLOT NOTICE - Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In continuation to our letter dated October 16, 2025 and in compliance with Regulation 30 read with Schedule Ill of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), please find enclosed the Postal Ballot Notice dated October 16, 2025 (“the Notice / the Postal Ballot Notice”) together with Explanatory Statement, which is being sent to the Members of the Company, on their respective registered e-mail address, seeking approval for the following Special Resolutions, as set out in the said Notice:

Sr. No.	Resolution	Approval
1	To consider and approve increase in the borrowing limits of the Company, under Section 180(1)(c) of the Companies Act, 2013;	Special Resolution
2	To consider and approve the creation of charge(s) on the movable and such other securities of the Company, as may be available, both present and future, in respect of borrowings, under Section 180(1)(a) of the Companies Act, 2013.	Special Resolution

In compliance with the Ministry of Corporate Affairs circulars, physical copies of the Notice, Postal Ballot Forms and pre-paid business envelopes are not being sent to Members for this Postal Ballot. Notice is being sent in electronic form only.

The remote e-voting period will commence on Wednesday, October 29, 2025, from 9.00 a.m. (IST) and will end on Thursday, November 27, 2025 at 5.00 p.m. (IST) . During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. Friday, October 24, 2025 , may cast their votes communicating assent or dissent, by way of remote e-voting system only.

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The Result of the Postal Ballot (remote e-voting) along with the Scrutinizer’s Report shall be announced on or before Saturday, November 29, 2025, by 5.00 p.m. (IST).

The said information is also being made available on the Website of the Company at https://www.bharatbijlee.com/.

You are requested to take the same on record.

Thanking You,

Yours sincerely, For Bharat Bijlee Limited

DURGESH Digitally signed by DURGESH NARANJAN NARANJAN NAGARKAR Date: 2025.10.27 NAGARKAR 16:15:25 +05'30' Durgesh N. Nagarkar Company Secretary & Senior General Manager, Legal

Encl.: Postal Ballot Notice

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Bharat Bijlee Limited

Regd. Office: Electric Mansion, 6[th] Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025.

CIN: L31300MH1946PLC005017; Phone: 022 – 4614 1414 Website: https://www.bharatbijlee.com/; E-mail: bblcorporate@bharatbijlee.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended and applicable Circulars issued by the Ministry of Corporate Affairs, from time to time]

To The Members,

Notice is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ( “the Act” ) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( “the Management Rules” ) and Regulation 44 of Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “the Listing Regulations” ), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ( “SS2” ) and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings / conducting postal ballot process, through e-voting vide General Circular No. 03/2025 dated September 22, 2025 read with General Circular Nos. 14/2020 dated April 08, 2020, 03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and other relevant Circulars issued by the MCA (collectively the “MCA Circulars” ) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), for seeking the approval of the Members of Bharat Bijlee Limited ( “the Company” ), by way of Postal Ballot ( “Postal Ballot” ), through Voting by Electronic means (“remote e-voting”) only.

The Explanatory Statement under Section 102(1) and 110 and other applicable provisions, if any, of the Act, setting out the material facts and reasons thereof, for the proposed Special Resolutions, is also annexed to this Postal Ballot Notice dated October 16, 2025 , for your consideration and forms part of this Postal Ballot Notice.

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The Board of Directors of your Company, at its Meeting held on Thursday October 16, 2025, has appointed Mr. Bhaskar Upadhyay (Membership Number: FCS 8663, CoP Number: 9625) or failing him Mr. Bharat Upadhyay (Membership Number: FCS 5436, CoP Number: 4457), Partner, Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, as the Scrutinizer (“Scrutinizer”) , in line with Rule 22(5) of the Management Rules, for conducting the remote e-voting process, in accordance with the prescribed applicable regulations and in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

In terms of the requirements specified in the MCA Circulars, the Company is sending this Notice in electronic form only, to those Members whose e-mail addresses are registered with the Company / Depositories / Registrar and Share Transfer Agent of the Company (‘RTA’). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Management Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of “MUFG Intime India Private Limited” ( “MUFG ), for the purpose of providing remote e-voting facility to its Members. Members are requested to read the instructions in the ‘Notes’ appended to this Notice so as to cast their vote electronically. The Notice is also available on the Website of the Company at https://www.bharatbijlee.com/.

While exercising their vote through the remote e-voting process, Members are requested to carefully read the instructions indicated in this Notice and record their assent (FOR / YES) or dissent (AGAINST / NO) , by following the procedure as stated in the Notes forming part of this Postal Ballot Notice, for casting of votes by remote e-voting. The remote e-voting period will commence from 9.00 A.M. (IST) on Wednesday, October 29, 2025 and ends at 5.00 P.M. (IST) on Thursday, November 27, 2025. The remote e-voting facility will be disabled by MUFG at 5.00 P.M. on Thursday, November 27, 2025 and shall not be allowed beyond the said date and time.

Upon completion of the scrutiny of e-voting data provided by MUFG, the Scrutinizer will submit his Report to Mr. Prakash V. Mehta, Chairman of the Company, or in his absence a person authorized by him / the Board, in writing, who shall countersign the same. The Results of the Postal Ballot will be declared on or before Saturday, November 29, 2025 and will be communicated to the National Stock Exchange of India Limited (“NSE”) and BSE

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Limited (“BSE”) (BSE and NSE collectively as the “Stock Exchanges” ) and posted on the Company's Website https://www.bharatbijlee.com/, on the Notice Board of the Company at its Registered Office and on the website of MUFG Intime India Private Limited, Registrar and Share Transfer Agent, after the declaration of the Results.

The Resolutions, if passed by the requisite majority, shall be deemed to have been passed on Thursday, November 27, 2025, i.e. the last date specified for remote e- voting.

The Board of Directors of the Company now propose to obtain the consent of the Members by way of Postal Ballot, for the matters as considered in the Special Resolutions ( “Resolutions” ) appended herein below in accordance with Rule 20 and 22 of the Management Rules.

You are requested to peruse the proposed Resolutions along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

SPECIAL BUSINESS:

1. TO CONSIDER AND APPROVE INCREASE IN THE BORROWING LIMITS OF THE COMPANY, UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013:

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the Special Resolution passed by the Members of the Company, at the 67[th] Annual General Meeting of the Company, held on September 11, 2014 and pursuant to the provisions of Section 180(1)(c) and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the Members, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall deem to include any Committee which the Board has constituted or may constitute to exercise one or more of its powers, including the powers conferred by this Resolution), to borrow any sum(s) of money, including but not limited to, fund based or non-fund based assistance, term loan, guarantees, working capital facilities, overdraft facilities, lines of credit, inter corporate deposits, credit facilities, external commercial borrowings or any other form of financial assistance as they may deem requisite, for and on behalf of the Company, in Indian Rupees and / or in any foreign

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currency, at its discretion, in the ordinary course of business of the Company, as and when required, with or without security, from, one or more bank(s) and / or financial institution(s) and / or any other lending institution(s) and / or any other person(s) / Firm(s) / Bodies Corporate, whether in India or abroad and on such terms and conditions as may be considered suitable by the Board of Directors, up to a limit not exceeding an aggregate of ₹ 1500 Crores (Rupees One Thousand Five Hundred Crores only), notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business), may exceed, at any time, the aggregate of the paid-up capital of the Company and its free reserves (that is to say, reserves not set apart for any specific purpose).

RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall deem to include any Committee which the Board has constituted or may constitute to exercise one or more of its powers, including the powers conferred by this Resolution), be and are hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and to execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.

RESOLVED FURTHER THAT a true copy of the foregoing Resolution certified to be true by the Company Secretary, be furnished to the concerned authority(ies) / person(s) / Bank(s) and they be requested to act accordingly.”

2. TO CONSIDER AND APPROVE THE CREATION OF CHARGE(S) ON THE MOVABLE AND SUCH OTHER SECURITIES OF THE COMPANY, AS MAY BE AVAILABLE, BOTH PRESENT AND FUTURE, IN RESPECT OF BORROWINGS, UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013:

To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

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“ RESOLVED THAT in supersession of the Special Resolution passed by the Members of the Company, at the 77[th] Annual General Meeting of the Company, held on August 29, 2024 and pursuant to the provisions of Section 180(1)(a) and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the Members, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall deem to include any Committee which the Board has constituted or may constitute to exercise one or more of its powers, including the powers conferred by this Resolution), to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, on the movable and such other securities of the Company, as may be available, both present and future and in such manner as the Board may deem fit, together with power to provide the substantial assets of the Company in certain events in favour of banks / financial institutions and other investing agencies, for the holders of bonds / other instruments to secure rupee / foreign currency loans and / or rupee / foreign currency convertible bonds and / or foreign currency bonds and / or bonds with share warrants attached (hereinafter collectively referred to as “Loans”) provided that the total amount of Loans together with interest thereon, additional interest, compound interest, liquidated damages, commitment charges, premium on pre-payment or on redemption, costs, charges, expenses and all other monies payable by the Company in respect of the said Loans for which the charge is to be created, shall not, at any time exceed ₹ 1500 Crores (Rupees One Thousand Five Hundred Crores only) .

RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall deem to include any Committee which the Board has constituted or may constitute to exercise one or more of its powers, including the powers conferred by this Resolution), be and are hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and to execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.

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RESOLVED FURTHER THAT a true copy of the foregoing Resolution certified to be true by the Company Secretary, be furnished to the concerned authority(ies) / person(s) / Bank(s) and they be requested to act accordingly.”

By Order of the Board of Directors For Bharat Bijlee Limited

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

Bharat Bijlee Limited , Electric Mansion, 6[th] Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025 CIN L31300MH1946PLC005017 Tel. No.: 022-4614 1414; Fax: 022 - 2437 0624 Website: https://www.bharatbijlee.com/ E-mail: bblcorporate@bharatbijlee.com

Date: October 16, 2025 Place: Mumbai

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NOTES :

1. Explanatory Statement pursuant to Section 102(1) of the Act read with Section 110 of the Act and Rule 22 of the Management Rules, setting out material facts and reasons for the proposed Resolution Nos. 1 and 2, is annexed hereto for your consideration and forms part of this Postal Ballot Notice .

2. The Notice of Postal Ballot is being sent to all the Members, whose names appear in the Register of Members / List of Beneficial Owners, as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday, October 24, 2025 (the Cut-off Date) .

In compliance with the MCA Circulars, this Postal Ballot Notice is being sent to Members, only in electronic form, to the e-mail addresses registered with their concerned Depository Participants (in case of electronic shareholding) / by the Company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited (in case of physical shareholding). Therefore, those Members who have not yet registered their e-mail addresses with the Company, can register the same by sending an e-mail to the RTA on investor.helpdesk@in.mpms.mufg.com. Members holding shares in demat form are requested to register their e-mail addresses with their Depository Participant(s) only.

1. Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot in line with the exemption provided in the MCA Circulars.

2. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company, as on the Cut-off Date i.e., Friday, October 24, 2025. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall be eligible to cast their votes through Postal Ballot by remote e-voting. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes only

3. The Postal Ballot Notice along with the Explanatory Statement, instructions and manner of e-Voting process can be downloaded from the Company's Website https://www.bharatbijlee.com/ on the website of stock exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of MUFG https://in.mpms.mufg.com/.

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1. A Member cannot exercise his / her vote through proxy on this Postal Ballot.

2. Corporate / Institutional Member(s) (i.e., other than individuals, Hindu Undivided Families / Non-resident Indians etc.) opting for Postal Ballot are required to send Certified True copy of Board Resolution / Power of Attorney / Authority letter etc., to the Scrutinizer, through e-mail on bhaskar@nlba.in.

3. 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 investor.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 (Unit: Bharat Bijlee Limited)	For availing the following investor services, send a request letter to the RTA of the Company in the prescribed forms, either by email to investor.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 (Unit: Bharat Bijlee Limited)
	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.

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1. 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; sub-division/ splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition.

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/investor relations/investor-information/downloads/.

1. 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.

2. In compliance with the provisions of Sections 108 and 110 of the Act and Rule 20 of the Management Rules, Regulation 44 of the Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide the remote e-voting facility to its Members, to exercise their right to vote by electronic means through e-voting services provided by MUFG. The instructions for remote e-voting form part of this Notice. The remote e- voting period will commence on Wednesday, October 29, 2025, from 9.00 A.M. (IST) and will end on Thursday, November 27, 2025 at 5.00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-off Date may cast their vote electronically. The remote e-voting facility shall be disabled by MUFG beyond the said date and time.

3. The Board of Directors of the Company has appointed Mr. Bhaskar Upadhyay (Membership Number: FCS 8663, CoP Number: 9625) or failing him Mr. Bharat Upadhyay (Membership Number: FCS 5436, CoP Number: 4457), Partner, Messrs N. L. Bhatia & Associates, Practicing Company Secretaries, Mumbai, as the Scrutinizer (“ Scrutinizer ”) for conducting the Postal Ballot process, in accordance with the law and in a fair and transparent manner.

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1. The Scrutinizer will submit his Report to the Chairman or any other person authorised by the Board after the completion of scrutiny of the Postal Ballots and e-Voting. Results of e-voting by Postal Ballot along with the Scrutinizer’s Report shall be announced on or before Saturday, November 29, 2025 and shall be communicated to the Stock Exchanges where securities of the Company are listed and will be hosted on the Company's website https://www.bharatbijlee.com/, on the Notice Board of the Company at its Registered Office and on the website of MUFG Intime India Private Limited, Registrar and Share Transfer Agent, after the declaration of the Results.

2. The Resolutions, if passed by the requisite majority of the Members through Postal Ballot, shall be deemed to have been passed on the last date specified for remote e- voting, i.e., Thursday, November 27, 2025 .

3. Relevant documents, if any, referred to in the Postal Ballot Notice and the Explanatory Statement will be available electronically for inspection, without any fee, to the Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice / Explanatory Statement, if any, may send their requests to investorcare@bharatbijlee.com from their registered e-mail addresses mentioning their names, folio numbers / DP ID and Client ID.

4. In case any Member has queries, grievances or issues relating to Postal Ballot, members are requested to write an email to enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

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REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

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 remote e-Voting facility.

LOGIN METHOD FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

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

• b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.

• c) Post successful authentication, you will be able to see e-Voting services under Value added services section. 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.

Shareholders not registered for 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) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.

• c) Enter the last 4 digits of your bank account / generate ‘OTP’ Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

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METHOD 2 - NSDL e-voting website

• 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 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• d) Post successful authentication, you will be re-directed 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.

METHOD 3 - NSDL OTP based login

• a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp

• b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP

• c) Enter the OTP received on your registered email ID/ mobile number and click on login.

• d) Post successful authentication, you will be re-directed 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 registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab

• b) Enter existing username, Password & click on “Login”

• c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. 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.

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Shareholders not registered for 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 for registration

• c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c)

METHOD 2 - CDSL e-voting page

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

• b) Go to e-voting tab

• c) Enter 16-digit 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) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. 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 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) Post successful authentication, 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.

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Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

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

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

• a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.

• b) Enter details as under:

• User ID: Enter User ID

• Password: Enter existing Password

• Enter Image Verification (CAPTCHA) Code

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1. Click “Submit”.

(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

• a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:

• User ID: Enter User ID

• PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the

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Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

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

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

3. Shareholders holding shares in NSDL form , shall provide ‘D’ above

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

• 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). Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b)

STEP 2: Steps to cast vote for Resolutions through InstaVote

• A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.

• B. Select ‘View’ icon. E-voting page will appear.

• C. 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).

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

• E. 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.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

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

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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 insta.vote@linkintime.co.in.

• 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:

• 1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.

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

• 3) ‘Investor PAN’ - Enter your 10-digit PAN.

• 4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney

NOTE: 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.

• D. 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”.

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STEP 3 – Steps to cast vote for Resolutions through InstaVote

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.

• 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.”.

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

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

METHOD 2 - VOTES UPLOAD

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

• b) After successful login, you will see “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. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently)

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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 may contact INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com 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 request atevoting@nsdl.co.in 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 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”.

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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.

General Instructions - Shareholders

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

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

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

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO THE AFORESAID SPECIAL RESOLUTIONS :

Item No. 1 and 2:

At the 67[th] Annual General Meeting of the Company, held on September 11, 2014, the Members of the Company, through a Special Resolution, had approved the borrowing limit, under Section 180(1)(c) and other applicable provisions of the Companies Act, 2013, not exceeding ₹ 650 Crores (Rupees Six Hundred and Fifty Crores only).

Further, at the 77[th] Annual General Meeting of the Company, held on August 29, 2024, the Members of the Company, had accorded their consent through a Special Resolution, for creation of charge(s) on properties of the Company, both present and future, in line with Section 180(1)(a) of the Companies Act, 2013, subject to borrowing limits approved under Section 180(1)(c) of the Companies Act, 2013, at the 67[th] Annual General Meeting of the Company.

The Company is into business of manufacturing capital goods and execution of turnkey projects. It requires Bank Guarantees of various maturities to be submitted to its customers at various stages such as submitting quotations, signing contracts, receiving advances against orders, offering product warranties at the time of deliveries and release of retention monies. The bank guarantees facilities extended by the Banks to the Company, though they are non-fund based and secured, are treated by the banks as “borrowings” within meaning of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013. The Company also avails of Cash Credit facilities, also treated as “borrowings” under the said Sections, from its banks to bridge working capital gap. This increase in borrowings and creation of charge of up to ₹ 1500 crores is specifically meant to address the increase in non-fund based bank facilities required as elaborated above consequent to planned substantial expansion of transformer manufacturing capacity

In terms of provisions of section 180(1)(c) of the Companies Act, 2013 read with the relevant Rules, if any, made there under, the Board of Directors of the Company shall not, apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business, except with the consent of the Shareholders, by way of Special Resolution, borrow monies in excess of the aggregate of the paid-up equity share capital of the Company, Free Reserves and Securities Premium.

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Also, in terms of Section 180(1)(a) of the Companies Act, 2013 read with the relevant Rules, if any, made there under, the Board of Directors of the Company shall not, except with the consent of Members by Special Resolution, sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.

Accordingly, the Board at its Meeting held on October 16, 2025, approved and recommended to the Members of the Company, to increase the borrowing limit of the Company, which may exceed at any time, the aggregate of the paid-up equity share capital of the Company and its free reserves and securities premium but that shall not, at any time exceed ₹ 1500 Crores, in line with the provisions of Section 180(1)(c) and other applicable of the Companies Act, 2013 and rules made thereunder.

The said proposed enhanced borrowings of the Company may, if necessary, be secured by way of charge / mortgage / hypothecation / security on the Company's assets in favour of the lenders / holders of said securities. As the documents to be executed between the lenders / security holders and the Company may contain provisions to provide substantial assets of the Company in certain events, it is necessary to obtain fresh approval of the Members of the Company, by means of a Special Resolution under Section 180(1)(a) of the Companies Act, 2013, to enable the Board of Directors of the Company to create charge / mortgage / hypothecation / security on all or any of the movable and / or such other securities as may be available, tangible or intangible assets of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company together with the power to provide the substantial assets of the Company in certain events in favour of the Lender(s), Agent(s) and other bodies / persons, to secure the borrowings of the Company, availed / to be availed by way of loan(s) and / or Securities (comprising secured premium notes / floating rates / notes / bonds or other debt instruments), issued / to be issued by the Company, from time to time, within the overall limits of the borrowing powers of the Board of Directors as determined from time to time by the members of the Company, pursuant to Section 180(1)(c) of the Companies Act, 2013.

As the Company is scaling up its manufacturing capacities, its requirement of the aforesaid banking facilities will also increase. Accordingly, the Board at its Meeting held on October 16, 2025, approved and recommended to the Members of the Company, to increase the limit for creating charge on the movable and such other securities of the Company, as may be available, both present and future, to secure the borrowings granted earlier of ₹ 650 Crores to ₹ 1500 Crores, in line with the provisions of Section 180(1)(a) and other applicable of the Companies Act, 2013 and rules made thereunder.

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The aforementioned proposals are in the best interest of the Company and the Board, accordingly recommends passing of respective Special Resolutions, as set out in Item No. 1 and Item No. 2, for approval of Members of the Company.

No other Promoters, Directors and / or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 1 and Item No. 2 of this Postal Ballot Notice.

By Order of the Board of Directors For Bharat Bijlee Limited

Sd/-

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

Bharat Bijlee Limited , Electric Mansion, 6[th] Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025 CIN L31300MH1946PLC005017 Tel. No.: 022-4614 1414; Fax: 022 - 2437 0624 Website: https://www.bharatbijlee.com/ E-mail: bblcorporate@bharatbijlee.com

Place : Mumbai Dated : October 16, 2025

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