AI assistant
Brigade Enterprises Limited — Proxy Solicitation & Information Statement 2026
May 8, 2026
62248_rns_2026-05-08_49a429c3-89e4-4db1-8b8f-c5f37d7aeaa8.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
BRIGADE
BRIGADE ENTERPRISES LIMITED
Corporate Identity Number (CIN) L85110KA1995PLC019126
Registered Office: 29th & 30th Floors, World Trade Center
Brigade Gateway Campus, 26/1, Dr. Rajkumar Road
Malleehwaram-Rajajinagar, Bengaluru - 560 055, India
+91 80 4137 9200
www.brigadegroup.com
Ref: BEL/NSEBSE/PB/08052026
May 08, 2026
Listing Department
National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex,
Bandra (East),
Mumbai - 400 051
Department of Corporate Services – Listing
BSE Limited
P. J. Towers
Dalal Street,
Mumbai - 400 001
Re.: Scrip Symbol: BRIGADE/Scrip Code: 532929
Dear Sir/Madam,
Sub.: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice and Calendar of Events
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Postal Ballot Notice along with the explanatory statement sent to Members for the following business:
| Sr. No. | Description of the Resolution | Type of resolution |
|---|---|---|
| 1. | To increase the Authorised Share Capital of the Company from Rs. 250,00,00,000/- (Rupees Two hundred fifty crores only) to Rs. 400,00,00,000 (Rupees Four hundred crores only) | Ordinary |
| 2. | To approve the issue of bonus equity shares by capitalisation of reserves | Ordinary |
In accordance with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 9/2023 dated September 25, 2023, 9/2024 dated September 19, 2024 and 3/2025 dated September 22, 2025 issued by Ministry of Corporate Affairs, the aforesaid Postal Ballot Notice is being sent only in electronic mode to those Members whose email ids were registered with KFin Technologies Limited, Registrar and Share Transfer Agents of the Company ("KFintech" or "RTA") or Depositories or whose names are recorded in the Register of Members/Beneficial Owners as on the cut-off date i.e., Friday, May 1, 2026.
The Company has engaged the services of KFin Technologies Limited to provide remote e-voting facility to its members. The remote e-voting will commence on Saturday, May 9, 2026 at 9:00 a.m. and will end on Sunday, June 7, 2026 at 5:00 p.m. after which the e-voting module shall be disabled. The voting rights of Members shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, May 1, 2026. Communication of assent or dissent of the Members would only take place through the remote e-voting system.
This Postal Ballot Notice will also be available on the Company's website at www.brigadegroup.com the Company's Registrar and Share Transfer Agents at www.evoting.kfintech.com and on the websites of the National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com.
MANAGEMENT AND CONSULTING COUNCIL
REGISTERED MANUFACTURERS PAPER
CITY OF BINGHAM BURKE
Om Prakash Palanimuthu
Digitally signed by Om Prakash Palanimuthu Date: 2026.05.08 18:21:42 +05'30'
Great Business Forms Bihar
OUR SENTINELOR
DO NOT CERTIFY
ORIGINAL IN
BINGHAM BURKYAN UNIVERSITY
BILL OF LADIS
SHARATAN JEFFERSON
BILL OF LADIS
JOHN COOKE
BRIGADE ENTERPRISES LIMITED
Corporate Identity Number (CIN) L85110KA1995PLC019126
Registered Office: 29th & 30th Floors, World Trade Center
Brigade Gateway Campus, 26/1, Dr. Rajkumar Road
Malleehwaram-Rajajinagar, Bengaluru - 560 055, India
+91 80 4137 9200
www.brigadegroup.com
The details of the calendar of events for the Postal Ballot (remote e-voting) to be conducted are as follows:
| Sr. No. | Event Details | Timeline |
|---|---|---|
| 1. | Cut-off date for determining list of Members eligible for remote e-voting | Friday, May 1, 2026 |
| 2. | Date of Completion of dispatch of Notice (by electronic means) to Members whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories as on Cut-off date | Friday, May 8, 2026 |
| 3. | Date and time of commencement of e-voting | Saturday, May 9, 2026 at 9.00 a.m. (IST) |
| 4. | Date and time of closure of e-voting | Sunday, June 7, 2026 at 5.00 p.m. (IST) |
| 5. | Declaration of results of Postal Ballot | On or before Tuesday, June 9, 2026 |
Kindly acknowledge the receipt and take the same on your records.
Thanking you
Yours faithfully,
For Brigade Enterprises Limited
Om Prakash
Digitally signed by Om Prakash
Palanimuth
Palanimuthu
U
Date: 2026.05.08
18:22:05 +05'30'
P. Om Prakash
Company Secretary and Compliance Officer
Enclosure: Postal Ballot Notice
Cc:
National Securities Depository Limited
Central Depository Services (India) Limited
KFin Technologies Limited
ASSOCIATED CONTRIBUTORS
GROUP
GREEN
INCORPORATED
INVESTMENTS
1800000000000000000000000000000000000000000000000000000000000000000000
BRIGADE ENTERPRISES LIMITED
Corporate Identity Number (CIN): L85110KA1995PLC019126
Regd. Office: 29th & 30th Floors, World Trade Center, Brigade Gateway Campus
26/1, Dr. Rajkumar Road, Malleswaram- Rajajinagar, Bangalore - 560 055
Phone: +91-80-4137 9200
Email: [email protected] | Website: www.brigadegroup.com
NOTICE OF POSTAL BALLOT
[Pursuant of Section 108 and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]
To
The Members of Brigade Enterprises Limited
Notice is hereby given that the resolution set out below is proposed to be passed by the members of Brigade Enterprises Limited (“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 108 and 110 of the Companies Act, 2013 (“the Act”), Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 9/2023 dated September 25, 2023, 9/2024 dated September 19, 2024 and 3/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).
The statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.
In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Company is pleased to offer e-voting facility to its Members to exercise their votes electronically on the resolution set forth in the Postal Ballot Notice. The Company has engaged the services of M/s. KFin Technologies Limited ("KFintech" or "Registrar and Transfer Agent" or "KFin") to provide the electronic voting (e-voting) facility to enable Members to exercise their votes in a secured manner. In accordance with the MCA Circulars, members can vote only through the remote e-voting process. All Members required to vote through e-voting are requested to follow the procedure recommended by KFintech as detailed in the instructions contained in this Notice.
Page 1 of 14
The Board of Directors have appointed CS Biswajit Ghosh (Membership No. FCS 8750) or in his absence CS Pramod S M (Membership No. F7834), Partners of M/s. BMP & Co., LLP, a Practicing Company Secretary firm, Bengaluru, as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.
The Scrutinizer will submit their report to the Director as authorised by the Board of Directors of the Company or any person authorised by the Board after completion of the scrutiny of the voting through e-voting. Results of the Postal Ballot will be announced on or before Tuesday, June 9, 2026. The results of the Postal Ballot will also be displayed at the Registered Office of the Company and hosted on the Company's website - www.brigadegroup.com as well as on the website of KFintech - https://evoting.kfintech.com/, besides being communicated to the Stock Exchanges where the Equity Shares of the Company are listed.
The schedule for the Postal Ballot event is as follows:
| Sl. No. | Event Details | Timeline |
|---|---|---|
| 1. | Cut off date for determining list of Members eligible for remote e-voting | Friday, May 1, 2026 |
| 2. | Date of Completion of dispatch of Notice (by electronic means) to Members whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories as on Cut-off date | Friday, May 8, 2026 |
| 3. | Date and time of commencement of e-voting | Saturday, May 9, 2026 at 9.00 a.m. (IST) |
| 4. | Date and time of closure of e-voting | Sunday, June 7, 2026 at 5.00 p.m. (IST) |
| 5. | Declaration of results of Postal Ballot | On or before Tuesday, June 9, 2026 |
Page 3 of 14
RESOLUTION FOR POSTAL BALLOT
(Pursuant to Section 110 of the Companies Act, 2013)
Item No. 1: To increase the Authorised Share Capital of the Company from Rs. 250,00,00,000/- (Rupees Two hundred fifty crores only) to Rs. 400,00,00,000 (Rupees Four hundred crores only):
To consider and if deemed fit, to pass the following as an Ordinary Resolution:
"RESOLVED THAT pursuant to Section 13, 61 and other applicable provisions, if any of the Companies Act, 2013 and rules made thereunder, as amended from time to time and as may be applicable, including any statutory modifications or re-enactment thereof for the time being in force, Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and in accordance with the provisions of the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company:
From
Rs. 250,00,00,000/- (Rupees Two Hundred Fifty Crores Only) divided into 25,00,00,000 (Twenty Five Crores) equity shares of Rs. 10/- (Rupees Ten Only)
To
Rs. 400,00,00,000/- (Rupees Four Hundred Crores Only) divided into 40,00,00,000 (Forty Crores) equity shares of Rs. 10/- (Rupees Ten Only) each.
RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company be and is hereby substituted as follows:
V. The share capital of the company is Rs. 400,00,00,000/- (Rupees Four Hundred Crores Only) divided into 40,00,00,000 (Forty Crores) equity shares of Rs. 10/- (Rupees Ten Only) each.
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company including any Committee of the Board or person authorised by the Board, be and is hereby severally authorised to do all such acts, deeds, matters and things including but not limited to filing of necessary forms/documents with the appropriate authorities and to execute all such deeds, documents, instruments and writings as it may in its sole and absolute discretion deem necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard thereto."
Item No. 2: To approve the issue of bonus equity shares by capitalisation of reserves :
To consider and if deemed fit, to pass the following as an Ordinary resolution:
"RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 293, 294, 295 as laid down in Chapter XI and other applicable regulations of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure of Requirements) Regulations, 2015 the Foreign Exchange Management Act, 1999 ("FEMA") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and guidelines, rules and circulars issued by the Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) from time to time, the provisions of Article 126 of the Articles of Association of the Company, and pursuant to the recommendation of the Board of Directors of the Company (hereinafter referred to as "the Board", which expression shall be deemed to include a Committee of Directors of the Company duly authorised in this behalf), and subject to such approvals as may be required in this regard, approval of the Members be and is hereby accorded to the Board for capitalisation of a sum not exceeding Rs. 81,54,05,950/- out of the free reserves and/or the securities premium account of the Company, as may be considered necessary by the Board, for the purpose of the issue of bonus equity shares of Rs. 10/- each, credited as fully paid-up equity shares to the holders of the existing equity shares of the Company in consideration of their said holding and whose names appear in the Register of Members maintained by the Company/List of Beneficial Owners as received from the Depositories {National Securities Depository Limited and Central Depository Services (India) Limited}, on such date as may be fixed in this regard by the Board as "record date", in the proportion of 1 (One) equity share for every 3 (Three) existing equity shares held by the Members and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such member.
RESOLVED FURTHER THAT pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the allotment of shares in bonus issue shall be made only in dematerialized form and thus, in case of members who hold equity shares in dematerialized form, the Bonus Shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participant(s) and in the case of Members who hold equity shares in physical form, the bonus equity shares shall be transferred to the Suspense Escrow Demat Account opened in this regard, within such time as prescribed by law and the relevant authorities, subject to guidelines issued by Securities and Exchange Board of India in this regard and accordingly, no letter of allotment shall be issued to the allottees of newly issued Bonus Shares and the voting rights of the Bonus Shares held in the Suspense Escrow Demat Account, shall remain frozen.
RESOLVED FURTHER THAT all such new equity shares as and when issued shall rank pari passu and carry the same rights with the existing equity shares of the Company in all respects.
RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to Non-Resident Indians (NRIs), Overseas Citizen of India, Overseas Corporate Bodies (OCBs), Foreign Portfolio Investors (FPIs) and other foreign investors of the Company will be subject to the approval of the RBI, if applicable and as may be necessary.
RESOLVED FURTHER THAT in case of fractional shares, if any, arising out of the issue and allotment of the bonus equity shares, the Board be and is hereby authorised to make suitable arrangements to deal with such fractions for the benefit of the eligible Members, including but not limited to, allotting the total number of new equity shares representing such fractions to a person(s) to be appointed by the Board who would hold them in trust for such Members and shall as soon as possible sell such equity shares at the prevailing market rate and the net sale proceeds of such equity shares, after adjusting the cost and the expenses in respect thereof, be distributed among such Members who are entitled to such fractions in the proportion of their respective fractional entitlements.
RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of the bonus shares so allotted on the Stock Exchanges where the securities of the Company are listed as per
Page 4 of 14
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable Laws, Rules & Regulations.
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board including any Committee of the Board or person authorised by the Board, be and is hereby authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required and as it may in its sole and absolute discretion deem necessary, expedient or incidental in regard to issue of bonus shares, the methodology for dealing with fractional shares, including but not limited to making appropriate adjustments to the unexercised stock options (whether vested, un-vested and yet to be granted) under the Employee Stock Option Plans of the Company, filing of any documents with the Securities and Exchange Board of India, Stock Exchanges where the shares of the Company are listed pertaining to the same, Depositories, Ministry of Corporate Affairs, Reserve Bank of India and/ or any concerned authorities, applying and seeking necessary listing approvals from the Stock Exchanges and to settle any question, difficulty or doubt that may arise in regard thereto.
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board including any Committee of the Board or person authorised by the Board, be and is hereby authorised to do all such acts, deeds, matters and things including but not limited to filing of necessary forms/ documents with the appropriate authorities and to execute all such deeds, documents, instruments and writings as it may in its sole and absolute discretion deem necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard thereto."
Place : Bangalore
Date : May 6, 2026
By Order of the Board
For Brigade Enterprises Limited
P. Om Prakash
Company Secretary & Compliance Officer
Membership No: FCS 5435
Registered Office:
29th & 30th Floors, World Trade Center
26/1, Brigade Gateway Campus
Dr. Rajkumar Road,
Malleswaram-Rajajinagar
Bangalore – 560 055
CIN: L85110KA1995PLC019126
Email: [email protected]
Website: https://www.brigadegroup.com/
Tel.: 080 41379200
Page 5 of 14
Page 6 of 14
NOTES
- Approval of Members of the Company is solicited by passing requisite resolution through Postal Ballot/ E-Voting for business set out in this Notice.
Explanatory Statement pursuant to Section 102 read with Section 110 of the Act stating all material facts pertaining to the resolution is annexed hereto along with Postal Ballot Notice for your consideration.
- Postal Ballot Notice is being sent only by electronic mode to all the Members of the Company, whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"), (NSDL together with CDSL, the "Depositories") and as available with the Company as at Friday, May 1, 2026 ("Cut Off Date").
A copy of this Postal Ballot Notice shall also be available on the website of the Company (www.brigadegroup.com), the relevant section of the websites of the Stock Exchanges on which the Equity Shares of the Company are listed and the website of KFin Technologies Limited, Registrar and Transfer Agent of the Company ("KFintech" or "RTA" or "KFin").
Members holding equity shares as on the Cut-off Date can cast their vote using remote e-voting facility only. A person who is not a member as on the Cut-off Date should treat this Notice for information purpose only.
Voting rights of a member/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the Cut Off Date.
-
Resolution, if approved, by the Members by means of Postal Ballot/ E-Voting is deemed to have been passed at a General Meeting of the Members and the last date of the E-Voting i.e., Sunday, June 7, 2026, shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.
-
In compliance with Sections 108 and 110 of the Act and the Rules made there under and Regulation 44 of Listing Regulations and General Circulars, Company is providing the facility to the Members to exercise their votes electronically and vote on the resolution through e-voting facility.
The Company has engaged the services of K Fintech as the agency to provide e-voting facility.
Instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.
- A Member cannot exercise vote by sending physical Postal Ballot or by proxy on Postal Ballot.
All the Members are requested to cast their votes only through remote e-voting as per the procedure provided in Note 8.
- The Scrutinizer shall submit his Report on the resolution proposed to be passed through Postal Ballot/ E-Voting to the Director as authorised by the Board of Directors of the Company after completion of the scrutiny.
The result of the voting by Postal Ballot shall be announced on or before Tuesday, June 9, 2026 and
shall be communicated to BSE Limited and the National Stock Exchange of India Limited ("Stock Exchanges") where the equity shares of the Company are listed.
The results of the Postal Ballot/E-Voting shall be uploaded on the Company's website at www.brigadegroup.com and on the website of stock exchanges at BSE Limited and the National Stock Exchange of India Limited and on the website of K Fintech https://evoting.kfintech.com/.
- All documents referred to in this Postal Ballot Notice shall be available for inspection electronically on the website of the Company from the date of dispatch of the Postal Ballot Notice until the last date of voting by remote e-voting. Members seeking to inspect such documents may also send an email to [email protected].
Further, Members holding shares in physical form are requested to note that in terms of Regulation 40 of the SEBI Listing Regulations, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019. Pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025, a special window has been opened from July 07, 2025 to January 06, 2026 for re-lodgement of physical share transfer deeds that were originally lodged prior to April 1, 2019 and subsequently rejected or returned due to documentation deficiencies. All such re-lodged requests shall be processed only in dematerialized form, and due process shall be followed for transfer-cum-demat. Investors are encouraged to take advantage of this opportunity to secure their rights in the securities purchased. Members may contact the Company's Registrar and Share Transfer Agent for assistance in this regard.
- Procedure of E-voting
i. Pursuant to the provisions of Section 108 and other applicable provisions of the Act read with the Rules and Regulation 44 of Listing Regulations, as amended, read with SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on "e-Voting Facility provided by Listed Entities", the Company is providing facility to the Members to exercise votes through e-voting on the e-voting platform provided by K Fintech to enable them to cast their votes electronically.
ii. The e-voting facility will be available during the following period:
- Commencement of e-voting: 9:00 a.m. (IST) on Saturday, May 9, 2026
- End of e-voting: 5:00 p.m. (IST) on Sunday, June 7, 2026
The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFintech upon expiry of the aforesaid period.
iii. The process and manner of e-voting shall be as under:
INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING
Step 1: Access to Depositories e-voting system in case of individual Shareholders holding shares in demat mode.
Step 2: Access to KFintech e-voting system in case of Shareholders holding shares in physical form and non-individual Shareholders in demat mode.
Details on Step 1 are mentioned in the next page:
Page 7 of 14
Page 8 of 14
| A) Login method for remote e-Voting for Individual shareholders holding securities in demat mode: | |
|---|---|
| Individual Shareholders holding securities in demat Mode with NSDL | Individual Shareholders holding securities in demat Mode with CDSL |
| 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting /evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on the company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Users already registered for IDeAS facility:
i. Visit URL: https://eservices.nsdl.com
ii. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.
iii. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” under ‘Value Added Services’.
iv. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period. | 1. Users who have opted for Easi/ Easiest
i. Visit URL: www.cdslindia.com and click on login icon & New System Myeasi Tab.
ii. Login with your registered user id and password.
iii. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal.
iv. Click on e-Voting service provider name to cast your vote. |
| 2. Users not registered for IDeAS e-Services
i. To register click on link: https://eservices.nsdl.com
ii. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.js
iii. Proceed with completing the required fields.
iv. Follow steps given in point no. 1 | 2. User not registered for Easi/Easiest
i. Option to register is available at www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
ii. Proceed with completing the required fields.
iii. Follow the steps given in point no. 1 |
Page 9 of 14
| 3. Users may alternatively vote by directly accessing the e-voting website of NSDL
i. Open URL: https://www.evoting.nsdl.com/
ii. Click on the icon “Login” which is available under ‘Shareholder/Member’ section
iii. 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.
iv. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Requested to select the name of the company and the e-Voting Service Provider name, i.e., KFintech.
v. You will be redirected to KFintech e-voting page for casting your vote during the remote e-Voting period. | 3. Users may alternatively vote by directly accessing the e-Voting website of CDSL
i. Visit URL: www.cdslindia.com
ii. Provide your demat Account Number and PAN No.
iii. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the Demat Account.
iv. After successful authentication, user will be provided links for the respective ESP, i.e., KFintech where the e- Voting is in progress. |
| --- | --- |
| 4. NSDL Mobile App
i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience.
NSDL Mobile App is available on
Google Play | |
| B. Individual members login through their demat accounts / Website of Depository Participant(s) | |
| 1. Instructions for login through Demat Account / website of Depository Participant
i. Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility.
ii. Once logged-in, members will be able to view e-voting option.
iii. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature.
iv. Click on options available against Company name or KFintech.
v. Members will be redirected to e-voting website of KFintech for casting their vote during the remote e-voting period without any further authentication. | |
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at above mentioned websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL is as under:
| Login type | Helpdesk Details |
|---|---|
| Securities held with NSDL | Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 022-48867000 |
| Securities held with CDSL | Please contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no.: 1800 22 55 33 |
Details on Step 2 are mentioned below:
2) Login method for shareholders holding shares in physical form and non-individual shareholders in demat mode
A) Members whose email IDs are registered with the Company/ Depository Participant(s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
i. Launch internet browser by typing the URL: https://evoting.kfintech.com/
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) 9698, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
iii. After entering these details appropriately, click on "LOGIN".
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID etc., on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the "EVEN" i.e., "BRIGADE ENTERPRISES LIMITED" and click on "Submit".
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/ AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/ AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option "ABSTAIN".
Page 10 of 14
If the Member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
viii. Members holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat accounts.
ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as Abstained.
x. You may then cast your vote by selecting an appropriate option and click on "Submit".
xi. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution(s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
xii. Corporate/ Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF/ JPG format) of certified true copy of the Board Resolution/ Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), who is/ are authorized to vote, to the Scrutinizer through email at [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format "Brigade Enterprises Limited Postal Ballot Even No. 9698"
B) Members whose email IDs are not registered with the Company/ Depository Participants(s), and consequently the Notice of Postal Ballot and e-voting instructions cannot be serviced:
i. Members holding shares in electronic form and have not registered / updated their e-mail addresses may send the request with the relevant Depository Participant.
ii. Members holding shares in physical form and have not registered / updated their e-mail addresses may send the request with the RTA of the Company i.e. KFin Technologies Limited. Detail procedure is given in note C.
C) Procedure for Registration of email and Mobile: securities in physical mode
Pursuant to SEBI circular no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023, All holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/update the contact details through submitting the requisite ISR 1 form along with the supporting documents.
i. ISR 1 Form can be obtained by following the Link: https://ris.kfintech.com/clientservices/isc/isrforms.aspx
ISR Form(s) and the supporting documents can be provided by any one of the following modes.
Page 11 of 14
a. Through 'In Person Verification' (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or
b. Through hard copies which are self-attested, which can be shared on the address below; or
| Name | KFIN Technologies Limited |
|---|---|
| Address | Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana India - 500 032 |
c. Through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/isrforms.aspx
Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.
For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.
D) Method for obtaining user id and password for members who have forgotten the User ID and password-
i. If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399 Example for NSDL: MYEPWDIN12345612345678 Example for CDSL: MYEPWD1402345612345678 Example for Physical: MYEPWDXXXX1234567890
ii. If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com, the member may click 'Forgot password' and enter Folio No. or DP ID Client ID and PAN to generate a password.
iii. Members may send an email request to [email protected]. If the member is already registered with the KFintech e-voting platform then such member can use his / her existing User ID and password for casting the vote through remote e-voting.
iv. Members may call KFintech toll free number 1-800-309-4001 for any clarifications / assistance that may be required.
In case of any query on e-voting, members may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of: https://evoting.kfintech.com/public/Faq.aspx or contact KFintech as per the details given : Ms. Rajitha Cholleti, Vice President, KFin Technologies Limited (unit : Brigade Enterprises Limited), Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032, Toll-free Nos.: 1800-309-4001 or E-mail: [email protected].
Page 13 of 14
EXPLANATORY STATEMENT
PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:
Resolution 1:
The Authorised Share Capital of the Company is Rs. 250,00,00,000/- (Rupees Two hundred fifty crores only) divided into 25,00,00,000 (Twenty Five Crores) equity shares of Rs. 10/- (Rupees Ten Only) each. The Paid Up Equity Share Capital is Rs. 244,59,34,640/- (Two Hundred and Forty Four Crores Fifty Nine Lakhs Thirty Four Thousand Six Hundred and Forty only) divided into 24,45,93,464 (Twenty Four Crores Forty Five Lakhs Ninety Three Thousand Four Hundred and Sixty Four) equity shares of Rs. 10/- each.
The Board of Directors of your Company have recommended a bonus issue of equity shares to existing shareholders. Apart from this the Company will require funds in the form of equity as well as debt from time to time to meet capital expenditure requirements for ongoing and future projects, expansion of existing business including but not limited to pursuing new business opportunities, acquisitions, alliances etc. and such other purpose as may be determined by the Board from time to time. These will require the Authorised Share Capital of the Company to be increased.
Therefore, pursuant to the provisions of Section 61 of the Act, the Company proposes to seek Members' approval for the increase in Authorised Share Capital of the Company from Rs. 250,00,00,000/- (Rupees Two hundred Fifty Crores Only) divided into 25,00,00,000 (Twenty Five Crores) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 400,00,00,000/- (Rupees Four Hundred Crores Only) divided into 40,00,00,000 (Forty Crore) equity shares of Rs. 10/- (Rupees Ten) each.
The Board recommends passing of Resolution no. 1 as an Ordinary resolution.
None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested, financially or otherwise, if any in the Resolution No. 1 of the accompanying Notice except to the extent of their Shareholding, if any in the Company.
Resolution 2:
Brigade Group will complete 40 years of operations on October 10, 2026. To commemorate this milestone apart from the consistent growth in financial & operational performance, the Board of Directors of your Company at their meeting held on May 6, 2026 have considered and approved a bonus issue of 1:3 i.e. 1 (One) equity share will be allotted as bonus shares for every 3 (Three) equity shares held by the member as on the record date to be fixed by the Board. This is done by way of capitalisation of a sum not exceeding Rs. 81,54,05,950/- out of the free reserves and/or the securities premium account of the Company for the purpose of the issue of bonus equity shares of Rs. 10/- each, credited as fully paid-up equity shares to the holders of the existing equity shares of the Company as on record date. The record date will be uploaded on the websites of the Stock Exchanges (NSE & BSE) as well as on the website of the Company.
In case of fractional entitlements arising out of the issue of bonus equity shares, the Board will make suitable arrangements to deal with such fractions for the benefit of the eligible Members, including but not limited to, aggregating of such fractions and allotting the total number of new equity shares representing such fractions to a person(s) to be appointed by the Board who would hold them in trust for such Members and shall as soon as possible sell such equity shares at the prevailing market rate and the net sale proceeds of such shares, after adjusting the cost and the expenses in respect thereof, be distributed among such Members.
The bonus issue of equity shares would, inter alia, require appropriate adjustments with respect to the unexercised stock options (whether vested, un-vested and yet to be granted) under the Employees Stock Option Plans of the Company, pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and any amendments thereto from time to time such that all the options outstanding as on record date
Page 14 of 14
(vested and unvested options including lapsed and forfeited options available for reissue) as well as stock options which are available for grant and those already granted but not exercised as on record date shall be proportionately adjusted. The Board of Directors including the Nomination and Remuneration Committee shall approve the necessary adjustments to the stock options under the various plans already rolled out.
Accordingly, Resolution No. 2 for capitalisation of the amount standing to the credit of free reserves and/or the securities premium account for the purpose of issue of bonus equity shares the terms and conditions set out in the resolution.
The Board recommends passing of Resolution no. 2 as an Ordinary resolution.
None of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise, in the resolutions set forth in Resolution No 2. of the Notice except to the extent of their shareholding, if any and outstanding stock options, if any, held by them in the Company.
Place: Bangalore
Date: May 6, 2026
By Order of the Board
For Brigade Enterprises Limited
P. Om Prakash
Company Secretary & Compliance Officer
Membership No: FCS 5435
Registered Office:
29th & 30th Floors, World Trade Center
26/1, Brigade Gateway Campus
Dr. Rajkumar Road,
Malleswaram-Rajajinagar
Bangalore – 560 055
CIN: L85110KA1995PLC019126
Email: [email protected]
Website: https://www.brigadegroup.com/
Tel.: 080 41379200