44TH Annual General Meeting

BMW Industries Limited Annual Report 2025-26 CIN: L5110WB1981PLC034212 Regd Off: 119, Park Street, White House, 3rd Floor, Kolkata-700016, West Bengal, India Website: www.bmwil.co.in, Email: compliance@bmwil.co.in Tel: +91 33 2226 8882 Telefax: (033) 4007 1704 Notice of the 44th Annual General Meeting Notice is hereby given that the Forty–Fourth (44th) Annual General Meeting (“AGM”) of the Members of BMW INDUSTRIES LIMITED (CIN:L51109WB1981PLC034212) (“the Company”) will be held on SATURDAY, 12TH SEPTEMBER, 2026 AT 11:30 A.M. (IST) through Video Conferencing / Other Audio Visual means (“VC/OAVM”), to transact the following businesses: ORDINARY BUSINESS: “RESOLVED THAT dividend of Re. 0.43 per Equity Share of Re. 1/- each, fully paid-up, of the Company i.e., 43% of the face Item No. 1: Adoption of Audited Financial Statements value of the Equity Share, as recommended by the Board of To receive, consider and adopt Directors, be and is hereby declared for the Financial Year ended March 31, 2026.” a. the Audited Standalone Financial Statement of the Company for the Financial Year ended March 31, 2026 Item No. 3: Re-appointment of a Director together with the reports of the Board of Directors and To appoint a Director in place of Mr. Vivek Kumar Bansal the Auditors thereon and in this regard to consider and (DIN: 00137120), who retires by rotation in terms of Section if thought fit, to pass with or without modification(s), the 152(6) of the Companies Act, 2013, at this Annual General following resolution as an Ordinary Resolution: Meeting and being eligible, seeks re-appointment and “RESOLVED THAT the Audited Standalone Financial in this regard, to consider and if thought fit, to pass with Statement of the Company for the financial year ended or without modification(s), the following resolution as an March 31, 2026 and the reports of the Board of Directors Ordinary Resolution: and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.” “RESOLVED THAT in accordance with the provisions of Section 152 (6) and other applicable provisions of the Companies Act, b. the Audited Consolidated Financial Statement of the 2013, Mr. Vivek Kumar Bansal (DIN: 00137120), who retires by Company for the Financial Year ended March 31, 2026 rotation at this meeting and, being eligible, offers himself for and the reports of the Auditors thereon and in this re-appointment, be and is hereby re-appointed as a Director regard, to consider and if thought fit, to pass with or of the Company.” without modification(s), the following resolution as an Ordinary Resolution: SPECIAL BUSINESS: “RESOLVED THAT the Audited Consolidated Financial Item No. 4: Ratification of Remuneration of Cost Statement of the Company for the Financial Year ended Auditor of the Company payable for the Financial March 31, 2026 and the report of Auditors thereon, as Year ending 31st March, 2027 circulated to the members, be and are hereby considered To consider and if thought fit, to pass with or without and adopted.” modification(s), the following resolution as an Item No. 2: Declaration of Dividend Ordinary Resolution: To declare final dividend of Re. 0.43 per Equity Share of “RESOLVED THAT pursuant to the provisions of Section 148(3) Re. 1/- each, fully paid-up, i.e. 43% of the face value of the and other applicable provisions, if any, of the Companies Equity Shares, for the Financial Year ended March 31, 2026, Act, 2013, (“The Act”) read with Rule 14 of the Companies and in this regard, to consider and if thought fit, to pass (Audit and Auditors) Rules, 2014, (including any statutory with or without modification(s), the following resolution as modification(s) or re-enactment(s) thereof, for the time being an Ordinary Resolution: in force), as amended from time to time, the remuneration of Notice ₹1,00,000/ (Rupees One Lakh Only), plus applicable taxes and “RESOLVED THAT pursuant to the provisions of Sections reimbursement of out-of-pocket expenses, payable to M/s. 4, 13, 61, 64 and all other applicable provisions, if any, of Sohan Lal Jalan & Associates, (Firm Registration No. 000521), the Companies Act, 2013, read with the Companies (Share Cost Accountants, who have been re-appointed by the Board Capital and Debentures) Rules, 2014 (including any statutory of Directors (“the Board”) based on the recommendation of modification(s) or re-enactment(s) thereof for the time being the Audit Committee, as the Cost Auditors of the Company in force), and subject to such approvals, consents , sanctions, to conduct the audit of the cost records maintained by the registrations and permissions as may be necessary and in Company for the Financial Year ending March 31, 2027, and accordance with the Articles of Association of the Company, whose remuneration has been approved by the Board based approval of the Members of the Company be and is hereby on the recommendation of the Audit Committee, be and is accorded to reclassify the existing Authorised Share Capital hereby ratified.” of the Company of Rs. 67,94,00,000/- (Rupees Sixty-Seven Crores Ninety-Four Lakhs Only) divided into 52,94,00,000 RESOLVED FURTHER THAT any one of the Directors of the Class A Equity Shares of Re.1/- each, 50,00,000 Class B Equity Company or the Company Secretary of the Company be Shares of Rs.10/- each and 10,00,000 Class C Equity Shares and is hereby severally authorized to do all such acts, of Rs.100/- each to 67,94,00,000 Equity Shares of Re.1/- deeds, matters and things and take all such steps as may (Rupee One Only) each aggregating to Rs. 67,94,00,000/- be necessary, proper and expedient to give effect to this (Rupees Sixty-Seven Crores Ninety-Four Lakhs Only) and resolution.” consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and Item No. 5: Approval for the continuation of substituted by the following as new Clause V: directorship of Mr. Joginder Pal Dua (DIN: 02374358) as a Non-Executive Independent Director of the “V. The Authorised Share Capital of the Company is Company beyond the attainment of age of Seventy- Rs.67,94,00,000/- (Rupees Sixty-Seven Crores Ninety-Four five (75) years in his current tenure Lakhs Only) divided into 67,94,00,000/- (Rupees Sixty-Seven To consider and if thought fit, to pass with or Crores Ninety-Four Lakhs Only) Equity Shares of Re.1/- (Rupee without modification(s), the following resolution as a One Only) each, with power to increase or reduce the capital Special Resolution: for the time being into several classes and attach thereto respectively such preferential or special rights, privileges or “RESOLVED THAT pursuant to the provisions of Regulation conditions as may be determined by or in accordance with 17(1A) of the Securities and Exchange Board of India (Listing the regulations of the Act and to vary, modify or abrogate Obligation and Disclosure Requirements) Regulations, 2015 any such rights, privileges and conditions in such manner ("SEBI Listing Regulations") and other applicable provisions, as may for the time being, provided by the regulations of if any, of the Companies Act, 2013 (“the Act”) read with Rules the Company.” made thereunder (including any amendment(s), statutory modification(s) or re-enactment(s) thereof, for the time RESOLVED FURTHER THAT any one of the Directors of the being in force (hereinafter collectively referred to as the Company or the Company Secretary of the Company be “Applicable Laws”) and based on to the recommendation of and is hereby severally authorized to do all such acts, Nomination and Remuneration Committee (“NRC”) and Board deeds, matters and things and take all such steps as may of Directors, approval of the members of the Company be be necessary, proper and expedient to give effect to this and is hereby accorded for the continuation of directorship resolution.” of Mr. Joginder Pal Dua (DIN: 02374358) as a Non-Executive Independent Director of the Company after atta [Showing first 8,000 characters — download PDF for full document]