Bharat Heavy Electricals Ltd. — Proxy Solicitation & Information Statement 2025

Nov 18, 2025

भारत हेवी इलेİƃŌकʤ िलिमटेड Bharat Heavy Electricals Limited

(भारत सरकार का उपŢम / A Government of India Undertaking) CIN: L74899DL1964GOI004281

From: Dr. Yogesh R Chhabra, Company Secretary, BHEL, BHEL House, Siri Fort, New Delhi – 110049

To: 1. BSE Limited, Mumbai

1. NaƟonal Stock Exchange of India Ltd., Mumbai

Sub: Postal Ballot NoƟce

Pursuant to RegulaƟon 30 of the SEBI (LisƟng ObligaƟons & Disclosure Requirements) RegulaƟons, 2015, please find enclosed BHEL's Postal Ballot NoƟce dated 18th November, 2025, which has been sent to the members of the Company at their registered e-mail addresses on 18th November, 2025, for seeking their approval by means of Postal Ballot through remote e-voƟng for the following special resoluƟon:

1. Amendment to the Articles of Association

The remote e-voƟng period shall commence from 9.00 am (IST) on Wednesday, 19th November, 2025 and end at 5.00 pm (IST) on Thursday, 18th December, 2025. The results of the Postal Ballot will be declared on or before Saturday, 20th December, 2025.

No. AA/SCY/Postal Ballot Date: 18.11.2025

पंजीकृ त कायाŊलय : बीएचईएल हाउस, िसरी फोटŊ, नई िदʟी - 110049 | फोन : 011-66337598 | ईमेल : contactus@bhel.in Registered Office: BHEL HOUSE, Siri Fort, New Delhi - 110049 | Phone: 011-66337598 | E-mail: contactus@bhel.in

Bharat Heavy Electricals Limited (CIN: L74899DL1964GOI004281) Regd. Office: BHEL House, Siri Fort, New Delhi-110049 Phone: 011-66337598 Website: www.bhel.com, E-mail: shareholderquery@bhel.in

POSTAL BALLOT NOTICE

Notice of Postal Ballot is hereby given to the Members of BHARAT HEAVY ELECTRICALS Limited ("the Company"/ "BHEL") pursuant to Sections 108, 110 & other applicable provisions, if any, of the Companies Act, 2013 (Act), Rule 20 & 22 of the Companies (Management & Administration) Rules, 2014, Regulation 44 & other applicable provisions of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (including any statutory amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, other relevant circulars, including General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs ("MCA Circulars"), to transact the following item as set out in this Postal Ballot Notice and seek approval of Members of BHEL by way of Special Resolution, through voting by electronic means (remote e-voting) only.

Item no. 1: Amendment to the Articles of Association

To consider and if thought fit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof, for the time being in force) and any other applicable laws/ rules under any statute for the time being in force and subject to the approval/ consent of such appropriate authorities, the existing clause 22 under Article 69 i.e., Specific powers to Directors, of the Articles of Association of the company is amended as under:

"To establish Joint Ventures and Subsidiaries in India or abroad and divest shareholding in joint ventures and subsidiaries, subject to compliance of Government guidelines issued from time to time.""

"RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee duly constituted by the Board or any authority as may be approved by the Board) be and is hereby authorized to do and execute all such acts, deeds and things as

may be necessary, ancillary or incidental thereto (including carrying out modifications/ alterations as may be suggested by any regulatory authority) for giving effect to the above resolution."

By Order of the Board of Directors

-sd/- (Dr. Yogesh R Chhabra) Company Secretary

Place: New Delhi Dated: November 18, 2025

NOTES: -

• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, SEBI Listing Regulations and SS-2, setting out all material facts and reasons in respect of the proposed resolution set out in this Postal Ballot Notice, is annexed hereto.
• 1. The Company is providing the facility of remote e-voting to its Members and has engaged the services of National Securities Depository Limited (NSDL) for this purpose. Members are requested to go through the detailed Notes and "INSTRUCTIONS FOR E-VOTING" appended to this Postal Ballot Notice.
• 1. In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories as on Wednesday, November 12, 2025 (i.e., the "Cut-off Date"). In case your email address is not registered with the Company/ Depositories, please follow the process mentioned in the "INSTRUCTIONS FOR E-VOTING" for procuring login credentials and e-voting on the proposed resolution(s).
• 1. Members may note that this Postal Ballot Notice will also be available on the Company's website (www.bhel.com), websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com) and on the website of the e-voting agency, NSDL (www.evoting.nsdl.com).

• 1. All documents referred to in this Postal Ballot Notice will also be available electronically for inspection without any fee by the Members from the date of circulation of this Notice until last date of e-voting. Members seeking to inspect such documents can send an email to shareholderquery@bhel.in stating their name and Folio no./DP ID-Client ID/Beneficiary ID.
• 1. The e-voting period shall commence from 9.00 a.m. (IST) on Wednesday, November 19, 2025 and end at 5.00 p.m. (IST) on Thursday, December 18, 2025, both days inclusive. Members are requested to record their ASSENT or DISSENT on the resolution(s) set out in this Postal Ballot Notice through remote e-voting only, not later than 5.00 p.m. (IST) on December 18, 2025, after which the remote evoting facility shall not be allowed by NSDL.
• 1. The voting rights of eligible members shall be in proportion to their share(s) in the paid-up equity share capital of the Company as on the Cut-off Date. A person who becomes a Member after the Cut-off Date should treat this Postal Ballot Notice for information purpose only.
• 1. The manner of voting, including voting remotely by (A) individual shareholders holding shares in demat mode and (B) shareholders other than individual shareholders holding shares in demat mode and shareholders holding shares in physical mode, is appearing under "INSTRUCTIONS FOR E-VOTING" in this Notice. Members are requested to read the same carefully.
• 1. The Board of Directors of the Company have appointed Shri Sachin Agarwal, Company Secretary (FCS no. 5774, Certificate of Practice number 5910) of M/s Agarwal S. & Associates, Practising Company Secretaries as Scrutiniser, to act as the Scrutinizer for conducting this Postal Ballot process through electronic means/ remote e-voting, in a fair and transparent manner.
• 1. The Scrutinizer will submit the report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced within two working days of conclusion of the remote e-voting process, and will be communicated to the Stock Exchanges and uploaded on the Company's website (www.bhel.com) and on the website of the e-voting agency (www.evoting.nsdl.com).

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, SEBI LISTING REGULATIONS AND SECRETARIAL STANDARD-2, CONTAINING MATERIAL FACTS IN RESPECT OF ITEM OF SPECIAL BUSINESS SET OUT IN THIS POSTAL BALLOT NOTICE

In pursuance of the existing guidelines of the Department of Public Enterprises regarding grant of Maharatna status to CPSEs, Department of Public Enterprises, Ministry of Heavy Industries and Public Enterprises, Government of India vide letter no. 22(1)/2009-GM dated 01.02.2013 conveyed the approval of the competent authority towards the grant of Maharatna status to Bharat Heavy Electricals Limited (BHEL).

The current clause 22 of Article 69 is based on "Navratna" status. Since the same is subject to periodical reviews by the Government of India, an enabling clause for exercise of corresponding powers is being introduced (in supersession of the existing clause 22) which will be subject to the extant status / guidelines.

S. No.	Old Article	New Article
1.	Article 69(22): "To establish financial	Article 69(22): "To establish Joint
	Joint Ventures and Wholly Owned	Ventures and Subsidiaries in India or
	SubsidiariesinIndiaorabroad	abroad and divest shareholding in
	provided the equity investment of the	jointventuresandsubsidiaries,
	Company is limited to the following:	subjecttocomplianceof
		Government guidelines issued from
	i)15 per cent of the networth of	time to time."
	the company in one project limited to
	Rs. 1000 Crores.
	ii)30 per cent of the net worth of
	theCompanyinallprojectsput
	together."

The following changes are proposed to be carried out pursuant to the resolution:

In terms of Section 14 of the Companies Act, 2013, the Company can alter its Articles of Association by obtaining approval of shareholders through a special resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out in the Postal Ballot notice.

The Board of Directors commends the resolution for approval of the Shareholders.

By Order of the Board of Directors

-sd/- (Dr. Yogesh R Chhabra) Company Secretary

Place: New Delhi Dated: November 18, 2025

INSTRUCTIONS FOR E-VOTING

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type	of	Login Method
shareholders
IndividualShareholdersholdingsecurities indemat modewith NSDL		1.ForOTPbasedloginyoucanclickon https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digitClient Id, PAN No., Verification code and generate OTP.Enter the OTP received on registered email id/mobilenumber and click on login. After successful authentication,you will be redirected to NSDL Depository site wherein youcan see e-Voting page. Click on company name or e-Votingservice provider i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during theremote e-Voting period.
		2.Existing IDeAS user can visit the e-Services website of NSDLviz.,https://eservices.nsdl.comeitheronaPersonalComputer or on a mobile. On the e-Services home page clickon the "Beneficial Owner" icon under "Login" which isavailable under 'IDeAS' section, this will prompt you to enteryour existing User ID and Password. 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 and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

• 1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen - digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
• 1. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

IndividualShareholdersholdingsecurities indemat modewith CDSL	1.Users who have opted for CDSL Easi / Easiest facility, canloginthroughtheirexistinguseridandpassword.Option will be made available to reach e-Voting pagewithout any further authentication. The users to login Easi /EasiestarerequestedtovisitCDSLwebsitewww.cdslindia.com and click on login icon & New SystemMyeasi Tab and then user your existing my easi username &password.
	2.After successful login the Easi / Easiest user will be able tosee the e-Voting option for eligible companies where theevoting is in progress as per the information provided bycompany. On clicking the evoting option, the user will beable to see e-Voting page of the e-Voting service providerfor casting your vote during the remote e-Voting period.Additionally, there is also links provided to access the systemof all e-Voting Service Providers, so that the user can visitthe e-Voting service providers' website directly.
	3.If the user is not registered for Easi/Easiest, option toregister is available at CDSL website www.cdslindia.com andclick on login & New System Myeasi Tab and then click onregistration option.
	4.Alternatively, the user can directly access e-Voting page byproviding Demat Account Number and PAN No. from a eVoting link available on www.cdslindia.com home page. Thesystem will authenticate the user by sending OTP onregistered Mobile & Email as recorded in the DematAccount. After successful authentication, user will be able tosee the e-Voting option where the evoting is in progress and

	also able to directly access the system of all e-Voting ServiceProviders.
Individual	You can also login using the login credentials of your demat account
Shareholders	through your Depository Participant registered with NSDL/CDSL for
(holding	e-Voting facility. upon logging in, you will be able to see e-Voting
securities in	option. Click on e-Voting option, you will be redirected to
demat mode)	NSDL/CDSL Depository site after successful authentication, wherein
login through	you can see e-Voting feature. Click on company name or e-Voting
their depository	service provider i.e. NSDL and you will be redirected to e-Voting
participants	website of NSDL for casting your vote during the remote e-Votingperiod.

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

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

Login type	Helpdesk details
IndividualShareholdersholding	Members facing any technical issue in login can
securities in demat mode with NSDL	contact NSDL helpdesk by sending a request at
	evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding	Members facing any technical issue in login can
securities in demat mode with CDSL	contact CDSL helpdesk by sending a request at
	helpdesk.evoting@cdslindia.com or contact at
	toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.

• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
• 1. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically on NSDL e-Voting system.

Mannerofholdingsharesi.e.Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares indemat account with NSDL	8 Character DP ID followed by 8 DigitClient IDFor example if your DP ID is IN300***and Client ID is 12****** then youruser ID is IN30012***.
b) For Members who hold shares indemat account with CDSL	16 Digit Beneficiary IDFor example if your Beneficiary ID is12************** then your user IDis 12**************
c) For Members holding shares inPhysical Form	EVENNumberfollowedbyFolioNumber registered with the companyFor example if folio number is 001***and EVEN is 137624 then user ID is137624001***

1. Examples of User ID details are given below:

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your

email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8- digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

• (ii) If your email ID is not registered, please follow steps mentioned below in 'Process for those shareholders whose email ids are not registered'.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com .
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com .
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.

• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc., with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sachincs2022@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc., by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre- NSDL at evoting@nsdl.com .

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to shareholderquery@bhel.in or to M/s Alankit Assignments Limited, Registrar and Share Transfer Agent of the Company at rta@alankit.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to shareholderquery@bhel.in. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
• 1. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.