Shareholders meeting

भारत हेवी इले(cid:304)(cid:387)(cid:332)क(cid:676) िलिमटेड Bharat Heavy Electricals Limited (भारत सरकार का उप(cid:354)म / 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 2. Na(cid:415)onal Stock Exchange of India Ltd., Mumbai Sub: No(cid:415)ce of 62nd AGM & E-Vo(cid:415)ng Informa(cid:415)on Pursuant to Regula(cid:415)on 30 of the SEBI (Lis(cid:415)ng Obliga(cid:415)ons & Disclosure Requirements) Regula(cid:415)ons, 2015, please find enclosed no(cid:415)ce of the 62nd Annual General Mee(cid:415)ng (AGM) of BHEL to be held on “Wednesday”, 5th August, 2026 at 10 A.M. IST through Video Conferencing/ Other Audio Visual Means (VC). The same has already been sent to the members of the Company at their registered e-mail addresses. The following items as per the no(cid:415)ce of the mee(cid:415)ng are to be transacted at the AGM: Ordinary Business 1. Adop(cid:415)on of Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Directors’ Report and Auditors’ Report thereon 2. Approval and declara(cid:415)on of dividend for FY 2025-26 3. Re-appointment of Shri Rajesh Kumar Dwivedi (DIN: 10048893), who re(cid:415)res by rota(cid:415)on 4. Re-appointment of Shri Serugulathur Mahadevan Ramanathan (DIN: 11084884), who re(cid:415)res by rota(cid:415)on 5. Authorize the Board of Directors to fix the remunera(cid:415)on of the Auditors for FY 2026-27 Special Business 6. Ra(cid:415)fica(cid:415)on of remunera(cid:415)on of Cost Auditors for FY 2026-27 7. Appointment of Ms. Nigar Fa(cid:415)ma Husain (DIN: 11688785) as Director All the aforesaid items are to be passed as ordinary resolu(cid:415)ons. The Company is providing its members the facility to cast their vote by electronic means on all resolu(cid:415)ons set forth in the No(cid:415)ce. Further, communica(cid:415)on regarding deduc(cid:415)on of tax at source on Final Dividend for the FY 2025-26 is also a(cid:425)ached. No. AA/SCY/AGM 62 Date: 10.07.2026 (Dr. Yogesh R Chhabra) Company Secretary shareholderquery@bhel.in पंजीकृत काया(cid:330)लय : बीएचईएल हाउस, िसरी फोट(cid:330), नई िद(cid:671)ी - 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 Notice 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 NOTICE Notice is hereby given that the 62nd Annual General Meeting the Notice convening this Meeting, be and is hereby ratified of the Members of BHARAT HEAVY ELECTRICALS LIMITED will by the Shareholders of the Company.” be held on Wednesday, August 5, 2026 at 10 A.M. IST through “RESOLVED FURTHER THAT the Board of Directors of the Video Conferencing/ Other Audio-Visual Means, to transact Company be and is hereby authorized to do all such acts, the following businesses: deeds and things as may be considered necessary, proper or expedient to give effect to this resolution.” ORDINARY BUSINESS 7. Appointment of Ms. Nigar Fatima Husain as Director 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company To consider and, if thought fit, to pass with or without for the Financial Year ended 31st March, 2026 together modification, the following resolution as an Ordinary with the Board’s Report and Auditors’ Report thereon. Resolution: 2. To approve and declare dividend for the financial year “RESOLVED THAT Ms. Nigar Fatima Husain (DIN: 11688785), 2025-26. who was appointed as an Additional Director pursuant to Article 67(iv) of the Articles of Association of the Company 3. To appoint a Director in place of Shri Rajesh Kumar read with Section 161 (1) of the Companies Act, 2013 w.e.f. Dwivedi (DIN: 10048893), who retires by rotation and April 27, 2026 to hold Office upto the date of this Annual being eligible, offers himself for re-appointment. General Meeting and in respect of whom, the Company 4. To appoint a Director in place of Shri Serugulathur has received a notice in writing, from the Director herself Mahadevan Ramanathan (DIN: 11084884), who retires pursuant to the provisions of Section 160 (1) of the by rotation and being eligible, offers himself for re- Companies Act, 2013, be and is hereby appointed as a appointment. Director of the Company in line with applicable statutory 5. To authorize the Board of Directors to fix the remuneration provisions, liable to retire by rotation.” of the Auditors for the year 2026-27. By Order of the Board of Directors SPECIAL BUSINESS 6. Ratification of remuneration of Cost Auditors for FY 2026-27 (Dr. Yogesh R Chhabra) To consider and, if thought fit, to pass with or without Company Secretary modification, the following resolution as an Ordinary Place: New Delhi Resolution: Dated: July 07, 2026 “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration of the Cost Auditors (`17.36 Lakhs) appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the Financial Year ending on 31st March, 2027 as set out in the statement annexed to Bharat Heavy Electricals Limited 11 NOTES: 10. Shri Rajesh Kumar Dwivedi and Shri Serugulathur Mahadevan Ramanathan, Directors, retire by rotation and being eligible, 1. The Ministry of Corporate Affairs (MCA) has vide its General offer themselves for re-appointment. However, as per the Circular no. 3/2025 dated September 22, 2025 read together terms of their appointment, the tenures of Shri Dwivedi and with Circulars dated April 8, 2020, April 13, 2020 and Shri Ramanathan will expire on their superannuation i.e. on May 5, 2020 (collectively referred to as “MCA Circulars”) 31.01.2028 and 31.01.2027 respectively. Brief resume of Shri allowed convening the Annual General Meeting (AGM) through Rajesh Kumar Dwivedi and Shri Serugulathur Mahadevan Video Conferencing or Other Audio-Visual Means (VC), Ramanathan is given at Annexure to the Notice. without the physical presence of the Members at a common venue. In accordance with the MCA Circulars, provisions of 11. Pursuant to Section 124 read with Section 125 of the the Companies Act, 2013 and the Securities and Exchange Companies Act, 2013, the dividend amounts which remain Board of India (Listing Obligations & Disclosure Requirements) unpaid/ unclaimed for a period of 7 years, are required to be Regulations, 2015 (SEBI Listing Regulations), the AGM of the transferred to the Investor Education and Protection Fund Company is being held through VC. The deemed venue for constituted by the Central Government. Accordingly, the the AGM shall be the registered office of the Company. final dividend for the financial year 2018-19 which remains unclaimed, are proposed to be transferred to the said account 2. In compliance with the aforementioned MCA Circulars on October 22, 2026. and SEBI Listing Regulations, Notice of the AGM along with the Annual Report 2025-26 is being sent only through Members who have not claimed/ encashed their dividend electronic mode to those Members whose email addresses so far for the financial year ended on March 31, 2019 or any are registered with the Company/ Depositories. Members subsequent financial year(s) may approach the Company/ may note that the Notice and Annual Report 2025-26 will be Registrar & Transfer Agent, for obtaining payments thereof available on the websites of the Company (www.bhel.com), before expiry of the stipulated 7 years period. (Contact details BSE Limited (www.bseindia.com), National Stock Exchange are provide [Showing first 8,000 characters — download PDF for full document]