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Birla Cable Limited — AGM Information 2025
Sep 12, 2025
62270_rns_2025-09-12_ebf5a827-a689-4b89-8bc2-82e8c751264c.pdf
AGM Information
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BCL/CS/25-26/Reg-30
12 SEP 2025
BSE Ltd. The Manager, Corporate Relationship Department, Listing Department, 1[st] Floor, New Trading Ring, The National Stock Exchange of India Ltd, Rotunda Building, Exchange Plaza, C-1, Block G, P.J. Towers, Dalal Street, Bandra Kurla Complex, Fort, Bandra (E), MUMBAI-400 001 MUMBAI-400 051
Company’s Scrip Code: 500060
Company’s Scrip Code: BIRLACABLE
Dear Sir/Madam,
Sub: Proceedings of 33[rd] Annual General Meeting held on 12[th] September, 2025
In accordance with the Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the proceedings of 33[rd] Annual General Meeting (AGM) of the Company held on 12[th] September, 2025 at the registered office of the Company at Udyog Vihar, P.O. Chorhata, Rewa-486006 (M.P.).
The AGM started at 10.00 A.M. and concluded at 10.55 A.M.
This is for your information and records.
Thanking you,
Yours faithfully,
For Birla Cable Limited
Digitally signed by SUMAN SUMAN Date: 2025.09.12 17:46:55 +05'30' (Suman) Company Secretary
Encl: As above.
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BIRLA CABLE LIMITED
SUMMARY OF PROCEEDINGS OF THE THIRTY THIRD (33[RD] ) ANNUAL GENERAL MEETING OF THE COMPANY HELD ON FRIDAY, 12[TH] SEPTEMBER, 2025 _
The Thirty Third (33[rd] ) Annual General Meeting (AGM) of the members of Birla Cable Limited (‘the Company’) was held on 12[th] September, 2025 at 10.00 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.).
Shri Harsh V. Lodha, Chairman of the Board of Directors took the Chair and presided over the Meeting in accordance with the Article 65 of the Articles of Association of the Company.
Shri B.R. Nahar, Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee was present at the AGM to answer the shareholders’ queries.
Shri Somesh Laddha, Chief Financial Officer of the Company was also present at the AGM. Shri R. Sridharan, Manager & Chief Executive Officer of the Company and other Directors namely Shri D.R. Bansal, Smt. Kiran Aggarwal, Shri P.K. Madappa and Shri R.P. Singh had expressed their inability to attend the AGM due to other prior commitments.
Shri Kishor Kumar Gupta, representative of Messrs R.K. Mishra & Associates, Secretarial Auditor of the Company was also present at the AGM. As per the request made by the Statutory Auditors, an exemption was granted to Messrs V. Sankar Aiyar & Co. by the Board of Directors from attending this Meeting through its representative.
Total Fifty Four (54) members and their duly appointed authorised representatives were present in person at the AGM.
Ms. Suman, Company Secretary informed the members that the AGM of the Company has been duly convened in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) as amended and rules framed thereunder, Secretarial Standard on General Meetings (SS-2) issued under Section 118(10) of the Companies Act, 2013.
The Company Secretary further informed the members that the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 read with Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014; Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013; Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2025; Audited Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2025; Independent Auditors’ Report on the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2025; Directors’ Report of the Company for the financial year ended 31[st] March, 2025; Secretarial Audit Report; Memorandum and Articles of Association of the Company; and Register of Members of the Company (in electronic mode) have been kept open for inspection and accessible by the members having a right to attend the Meeting during the continuance of the Meeting.
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The Company Secretary also informed the members that in accordance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the Listing Regulations, the Company has provided to its members the facility of Remote e-Voting through Central Depository Services (India) Limited (CDSL) to exercise their right to vote by electronic means on all items of Ordinary and Special Business to be transacted at the AGM. The Remote e- Voting period commenced on 9[th] September, 2025 at 9:00 A.M. and ended on 11[th] September, 2025 at 5:00 P.M. Shri Rajesh Kumar Mishra, Company Secretary in Practice or failing him Shri Hemant Singh, Practicing Chartered Accountant were appointed as the Scrutiniser(s) to scrutinise the Remote e-Voting process in a fair and transparent manner.
Shri Harsh V. Lodha, Chairman welcomed the members and their duly appointed authorised representatives who were present in person and called the Meeting to order. The requisite quorum for the Meeting was present at the commencement of the Meeting as well as at the time of consideration of each item of business.
The Chairman apprised the members about the performance of the Company during the financial year 2024-25, recent development on prospective business front, Corporate Social Responsibility (CSR) activities and Environment, Social & Governance (ESG) initiatives taken by the Company.
The Chairman then invited the members to ask questions, if any, and/or otherwise offer their views/comments on the working of the Company. The queries/comments made by members in the Meeting were duly and satisfactorily replied/addressed by the Management.
The Chairman then proceeded with the business of the Meeting as set out in Notice of the AGM dated 21[st] May, 2025.
Shri Harsh V. Lodha, Chairman moved the following Resolution(s) No. 1 and 2 for consideration and approval of the members:
ORDINARY BUSINESS:
Resolution No. 1:
Consideration and adoption of the Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2025 together with the Reports of the Board of Directors and Auditors thereon.
“RESOLVED that the audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2025 and the Reports of the Board of Directors and Independent Auditors thereon, as circulated to the Members and laid before this Meeting, be and are hereby considered and adopted.”
Resolution No. 2:
Consideration and adoption of the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025 together with the Report of Auditors thereon.
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“RESOLVED that the audited Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2025 and the Report of Independent Auditors thereon, as circulated to the Members and laid before this Meeting, be and are hereby considered and adopted.”
Shri Harsh V. Lodha, Chairman being interested in Resolution No. 3 pertaining to his re-appointment, he entrusted the conduct of the proceedings in respect of this item to Shri B.R. Nahar, Independent Director of the Company with the consent of all members present in the Meeting.
Shri B.R. Nahar accordingly took the Chair and then moved the following Resolution No. 3 for consideration and approval of the members:
Resolution No. 3:
Re-appointment of Shri Harsh V. Lodha (DIN: 00394094 ) , as a Director, who retires by rotation.
“RESOLVED that in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Shri Harsh V. Lodha (DIN: 00394094) Director of the Company, who retires by rotation at this Annual General Meeting, be and is hereby re-appointed as a Director of the Company, whose period of office shall be liable to determination by retirement of Directors by rotation.”
Shri B.R. Nahar then requested Shri Harsh V. Lodha, Chairman to resume the Chair for rest of the proceedings of the Meeting. Accordingly, Shri Harsh V. Lodha took the Chair and then moved the following Resolution(s) No. 4 and 5 for consideration and approval of the members:
SPECIAL BUSINESS:
Resolution No. 4: Ordinary Resolution
Appointment of Secretarial Auditor of the Company for a term of Five (5) consecutive years.
“RESOLVED that pursuant to the provisions of Section 204(1) and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and in accordance with the recommendation of the Board of Directors of the Company, Messrs R.K. Mishra & Associates, Company Secretaries in practice (Unique Identification No. P1991MP039900 and Peer Review Certificate No. 4333/2023) be and are hereby appointed as the Secretarial Auditor of the Company for a term of five (5) consecutive years to conduct the Secretarial Audit from the Financial Year(s) 2025-26 to 2029-30 on such remuneration and reimbursement of applicable Goods and Services Tax plus actual out-of-pocket/travelling expenses incurred in connection with the Secretarial Audit of the Company as may be determined by the Board of Directors of the Company for each financial year based on recommendation of the Audit Committee.
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FURTHER RESOLVED that approval of members be and is hereby accorded to the Board of Directors to avail or obtain from the Secretarial Auditor, such other services or certifications, reports or opinion which the Secretarial Auditor may be eligible to provide or issue under the applicable laws, at a remuneration to be determined by the Audit Committee/Board of Directors of the Company.
FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.”
Resolution No. 5: Ordinary Resolution .
Ratification of remuneration of Cost Auditors.
“RESOLVED that pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or amendment(s) or re- enactment(s) thereof for the time being in force), the remuneration of Messrs D. Sabyasachi & Co., Cost Accountants (Registration No. 000369), appointed as the Cost Auditors by the Board of Directors to conduct the audit of the cost accounting records maintained by the Company for the financial year 2025-26 at Rs. 75,000/- (Rupees Seventy Five Thousand only) plus reimbursement of applicable Goods and Services Tax and actual out of pocket and travelling expenses that may be incurred in connection with audit of cost accounting records of the Company, be and is hereby ratified.
FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
The facility to cast vote through Ballot/Polling process was made available in respect of all items of the business transacted at the 33[rd] AGM of the Company for all those members and their duly appointed authorised representatives who were present at the Meeting. Shri Rajesh Kumar Mishra, Company Secretary in Practice and Shri Hemant Singh, Practicing Chartered Accountant, were appointed as Scrutiniser(s) to scrutinise the voting through Ballot/Polling process at the Meeting in fair and transparent manner.
The Chairman ordered for a Poll to be taken at the Meeting on all the above Resolutions forming part of Ordinary and Special Business as set out in Item Nos. 1 to 5 of the Notice of 33[rd] AGM for the members and their duly appointed authorised representatives who were present at the Meeting. Before commencement of polling, the Chairman requested the Scrutiniser(s) to show the empty Ballot Box to the members and then lock it appropriately. The Chairman then requested the members and their duly appointed authorised representatives present in the Meeting to cast their vote(s) and put the Ballot/Polling Papers in the Ballot Box.
After completion of Polling process, the Chairman informed the Members that the results of the voting on each resolution shall be determined by adding the vote cast through Ballot/Polling process conducted at the AGM in favour or against a resolution with the vote cast legally through Remote e-Voting in favour or against the same resolution. Based on consolidated Scrutiniser’s Report, Shri Somesh Laddha, Chief Financial Officer, failing him Ms. Suman, Company Secretary have been duly authorised by the Chairman to declare the combined results of Remote e-Voting and vote cast through Ballot/Polling process conducted at the Meeting within two working days at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa – 486 006 (M.P.).
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The results of voting shall be duly intimated to the Stock Exchanges where the Company’s Equity Shares are listed and shall also be placed on the website of the Company and CDSL immediately after the declaration of result by the person duly authorized in writing by the Chairman. The voting results shall also be displayed on the Notice Board at the Registered Office of the Company.
The meeting concluded at 10.55 A.M. with a vote of thanks to the Chair.
For Birla Cable Limited
Digitally signed SUMAN by SUMAN Date: 2025.09.12 17:47:25 +05'30' (Suman) Company Secretary
Date: 12[th] September, 2025 Place: Rewa (M.P.)
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