E-voting Results and Scrutinizer''s Report.

MKB & Associates 0$ SHANTTNTKETAN I sTH FLOOR I ROOM NO. sl r | 8, CAMAC STREET I KOLKATA-7OO Or7 Company Secretaries TEL : 91 - 33 - 4601 5349 | E-mail : mbanthia2ol Ot ogmail,com CONSOLIDATED SCRUTINIZER'S REPORT [pursuant to Section 1O8 of the Companies Act, z0tg read with Rule 2O of the Companies (Management and Admlnistratlont Rules, 2OI4 as amendedl The Chairman of the 44ttr (FortY Fourth) Annual General Meeting (AGM) of Members of BMW Industries Limited (CIN: L511O9WB198LPLCO34212), held on Saturday, l2th day of September,2026 at 11:30 A.M. (IST) through Video Conferencing ("VC") or Other Audio Visual Means ("O[VM"). Dear Slr, I, Raj Kumar Banthia, Partner of MKB & Associates, Practicing Company Secretaries, appointed by the Board of Directors of BMW Industries Limlted (,,the Compan/) for the purpose of scfutinizing the process of voting through Remote-voting and Electronic voting at the Annual General Meeting, pursuant to the provisions of Section 108 of the companies Act, 2Ol3 ("the Act") read with Rule 20 and,2l of the Companies (Management & Administration) Rules, 2Ol4 as amended, Regulation 44 of SEBI (LODR) Regulations, 2015 read with applicable circulars issued by the Ministry of corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) and Secretarial Standards on General Meetings, in respect of the below mentioned resolution proposed at the Annual General Meeting of the Company held on Saturday, l2'h September' 2026 at 11:30 A.M. through video conferencing ("vc") / other Audio visual Means ("OAVM'), do hereby submit my report as follows: (a) The Notice dated 14th August, 2026 convening the Annual General Meeting of the company along w-ith the Statement under Section lo2 of the Act setting out all material facts in respect of Resolutions mentioned therein, was sent electronically on 19th AugU st, 2026 to the members of the company whose email addresses were registered with the company/ Depositories/ RTA. (b) Since this AGM was held pursuant to the aforesaid MCA Circulars through Vc or OAVM, physical attend.ance of the members has been dispensed with. Accord.ingly, in terms of above-mentioned MCA and sEBI MKB & Associates 0$ SHANT|NIKETAN I sTH FLOOR I ROOM NO. s1 | | 8, CAMAC STREET I KOLKATA-7Oo O1 7 Company Secretaries TEL : 9l - 33 - 460l 5349 | E-mail : mbanthia2oloragmail.com circulars, the facility for appointment of proxies by the members were also dispensed with. (c) The Company provided remote e-voting facility offered by Central Depository Services Limited (CDSL) to its shareholders. At the Annual General Meeting, the Company provided electronic voting facility offered by CDSL to the shareholders who did not cast their vote through remote e-voting. (d)The members holding shares either in physical or dematerialized form, as on the "Cut Off" date i.e., Saturday, Sth September, 2026 were entitled to vote on the proPosed resolutions. (e) In terms of the aforesaid Notice and as per the provisions of Section 108 of the Companies Act, 2Ol3 read with Rule 20 of the Companies (Management and Administration) Rules, 2OL4, as amended, the voting period for remote e-voting commenced on Wednesday, 9th September, 2026 at 09:00 AM (IST) and ended on Friday, l1tr' September, 2026 at 5:00 PM (IST). (f) The members present at the "meeting exercised their voting rights electronically through facility offered by Central Depository Services Limited (CDSL). (g) After conclusion of voting at the 44ft Annual General Meeting, the votes cast electronically at the meeting were counted first, and thereafter, the votes cast through remote e-voting were unblocked in presence of Ms. Khushi Nangalia and Ms. Shreya Raj, who acted as witnesses in accordance with Rule 20 ttre Companies (Management & Administration) Rules, 2Ol4 as amended. (h)Thereafter, the details containing, inter alia, list of the members, who voted "For" or "Against" on each of the resolutions that were put to vote through remote e-voting and electronic voting during the AGM were derived from the report generated from the e-voting website of CDSL, www. evotin gindia. com. (i) A total of L73 Members have cast their vote out of which 168 members have cast their votes through remote e-voting and 05 members have cast their votes electronically during the AGM and all such votes are valid' MKB & Associates 0$ SHANT|N|KETAN I sTH FLOOR I ROOM NO. s r r | 8, CAMAC STREET I KOLKATA-7OO Or 7 Company Secretaries TEL : 91 - 33 - 460l 5349 | E-mail : mbanthia2ol Or",gmail.com I now submit my consolidated report as under on the result of the remote e- voting and poll conducted at the meeting. Number of votes Number of Total o/o of total (shares) cast Votes (shares) (U +(21 = (31 number of through Remote E- cast through valid votes voting. e-voting cast (u during the meeting ORDINARY BUSINESS Item No. 1 as an Ordinary Resolution: To receive, consider and adoPt (a) the Audited Standalone Financial Statement of the Company for the Financial Year ended March 31, 2026 together with the reports of the Board of Directors and the Auditors thereon; (b) the Audited Consolidated Financial Statement of the Company for the Financial Year ended March 31 2026 and the of the Auditors thereon. Voted 1n favour of the 18,74,59,O73 17,93,625 18,92,52,698 100 resolution Voted against the 50 50 Negligible resolution Total L8r74r59rL23 L7 r9-31625 L8r92r521748 100 (3) Invalid votes: Item No. 2 as an Ordinary Resolution: To declare final dividend of Rs. 0.43 per Equity Share of Re. I f - each, fully paid-up, i.e. 43o/o of the face value of the Equity Shares, for the Financial Year ended March 31,2026. (1) Voted in favour of the r8,74,59,O73 17,93,625 18,92,52,698 100 resolution Voted against the 50 50 Negligible resolution Total Lg174rS9rL23 L7 193,625 L8,92r521748 100 MKB & Associates SHANT|NTKETAN I sTH FLOOR I ROOM NO. s 1 r | 8, CAMAC STREET I KOLKATA-7oo o1 7 Company Seuetaries TEL : 91 - 33 - 460 l 5349 | E-mail : mbanthia2O l Ogrgmail.com (3) Invalid votes: Item No 3 as an Ordinary Resolution: To appoint a Director in Place of Mr Vivek Kumar Bansal (DIN: O0137 12o) who retires by rotation in terms of Section 152(6) of the Companies Act,20 13 at this Annual- General Meeting and being eligible, seeks tment. (1) Voted in favour of the 18,74,58,067 17,93,625 L8,92,5r,692 99.9994 resolution Voted against the 1056 1056 0.0006 resolution Total L8r74rS9rL23 L7,93,625 L8r92rS2r748 100 (3) Invalid votes: SPECIAL BUSINESS Item No. 4 as an Ordlnary Resolutlon: To ratify the remuneration of Rs. 1,00,000/- payable to M/s. Sohan Lal Jalan & Associates, (Firm Registration No. 000521), Cost Accountants as the Cost Auditors of the Company for the Financial Year ending 31st March, 2027 (1) Voted in favour of the L9,74,59,O21 17,93,625 18,92,52,646 100 resolution Voted against the L02 t02 Negligible resolution Total 18r74rS9rL23 L7,931625. L8r92rS2r748 100 (3) Invalid votes: Item No. 5 as a SPeclal Resolution To approve the continuation of directorshiP of Mr. Joginder Pal Dua (DIN o2374358 AS a Non Executive Independent Director of the Com d the attainment of of 75 1n his current tenure (1) Voted in favour of the L8,74,56,926 17,93,625 18,92,50,551 99.9988 resolution Voted against the 2,197 2,197 0.0012 resolution MKB & Associates SHANT|NIXETAN I sTH FLOOR I ROOM NO. s1 1 I 8, CAMAC STREET I KOLKATA-7OO Ol 7 Company Secretaries TEL:91 - 33 - 4601 5349 | E-mail: mbanthia20lOcrogmail.<om Total L87,459rL23 L7 1931625 Lgr92r5.21748 100 (3) Invalid votes: Item No 6 as a Special Resolution: To approve th e reclassification of exlsting authorized share caPital of Rs. 67 94,00,000/ divided 1nto 52 ,94 ,oo to,0 l00 Clas S A Equity Share of Re.1/ each, 50 o0 oo0 Class B Equity Shares of Rs. each and S , , .0 10 /,0 e0 a0 cC Ia as gs grC gE aq tiu ni gty toS h Ra sre S 67o ,f 9R 4s ,0. 010 ,00 O/ Oe /a c ah nt do c6 o7 n,9 se4 q,o uo e, n0 t0 a0 mE eq nu di mty eS nh ta ore fs tho ef Clause of the Memorand.um ofAssociation. 1) Vo [Showing first 8,000 characters — download PDF for full document]