Brady & Morris Engineering Company Limited held its 80th Annual General Meeting on September 26, 2026, through video conferencing. Members adopted the audited financial statements for the fiscal year ended March 31, 2026, and approved material related party transactions.

The meeting, conducted under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, saw 22 members attend virtually. Chairman Pavan G. Morarka presided over the session, noting that the statutory registers were available for electronic inspection upon request.

Key resolutions passed

The shareholders approved several key items of business as ordinary resolutions:

• Adoption of audited financial statements for FY26, including the balance sheet, profit and loss account, and cash flow statement.
• Re-appointment of Pavan G. Morarka as a director retiring by rotation.
• Approval of material related party transactions with W. H. Brady And Company Limited under Regulation 23 of SEBI LODR regulations.

Voting and attendance details

The company utilized CDSL’s platform for remote e-voting and live voting during the meeting. The remote voting period ran from September 23 to September 25, 2026. Three directors, Pinaki Misra, Chitralekha Hiremath, and Yash Shah, communicated their inability to attend the meeting.

The scrutinizer, Himank Desai, a chartered accountant, oversaw the voting process. The final voting results and scrutinizer’s report have been published on the company website and communicated to the Bombay Stock Exchange.

Scrutinizer's report details

The Consolidated Scrutinizer Report submitted to the BSE confirmed that all three ordinary resolutions were passed with requisite majority. The report detailed the vote counts across remote e-voting and live e-voting at the AGM.

For Item No. 1 (Adoption of Financial Statements) and Item No. 2 (Re-appointment of Director), the results were identical:

For Item No. 3 (Approval of Material RPT with W. H. Brady And Company Limited), promoter votes were excluded as they are considered interested parties under Regulation 23 of SEBI LODR. Consequently, the valid vote count was significantly lower:

The scrutinizer noted that for the related party transaction resolution, only public non-institutional shareholders cast valid votes, with 97.29% voting in favour. Public institutions did not cast any votes on this item.

Brady & Morris Engineering will hold its 80th Annual General Meeting on September 26, 2026, to approve a material related party transaction with its holding company, W. H. Brady And Company Limited. The resolution seeks shareholder consent for borrowings and corporate guarantees up to ₹300 crore over the next decade.

The meeting is scheduled for 11:30 am and will be conducted through video conference or other audio-visual means (VC/OAVM). The company announced the corporate action in compliance with the Companies Act, 2013, SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, and Ministry of Corporate Affairs circulars. Members attending via VC/OAVM will be counted for quorum purposes under Section 103 of the Act.

Key Resolutions

The AGM agenda includes ordinary business items such as the adoption of audited financial statements for FY26 and the re-appointment of Chairman Pavan G. Morarka, who retires by rotation.

The primary special business item involves approving material related party transactions with W. H. Brady And Company Limited under Regulation 23 of the SEBI LODR. The proposed arrangement allows Brady & Morris Engineering to avail loans and corporate guarantees from its promoter for business expansion, project execution, and treasury management.

Transaction Details

The proposed transactions are structured as an omnibus approval valid for 10 years, until FY2035-36. The aggregate value for borrowings and corporate guarantees shall not exceed ₹300 crore per financial year. Interest rates and security terms will be mutually agreed upon on an arm's length basis.

For FY2024-25, the value of these transactions represented 37.65% of Brady & Morris Engineering's standalone annual turnover. During the current financial year up to the quarter preceding this approval, the company availed a corporate guarantee of ₹34 crore from W. H. Brady for banking facilities.

Directors Pavan G. Morarka, Vaibhav Morarka, and Rajender Kumar Sharma have an interest in the transaction. Related parties are required to abstain from voting on this resolution.

Voting and Participation

The company has enabled remote e-voting via Central Depository Services (India) Limited (CDSL). The e-voting period runs from September 23, 2026, at 9:00 am to September 25, 2026, at 5:00 pm. Voting rights are reckoned based on shareholding as on the cut-off date of September 19, 2026.

Members whose email addresses are registered with the company, depository participants, or Bigshare Services Private Limited (RTA) will receive the Annual Report for FY26 and the AGM Notice electronically. Those without registered emails will receive a letter with a web link to access these documents.

KYC and Email Updates

The company requested members who have not updated their email addresses and KYC details to do so promptly. For demat holdings, updates should follow the depository participant's process. Physical share holders must submit Form ISR-1, ISR-2, ISR-3, SH-13, or other prescribed forms to the RTA along with requisite documents.

Sanyo Blaise Rodrigues, Company Secretary & Compliance Officer, signed the notice issued from Mumbai on August 31, 2026.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE856A01017/0688c362-b818-4d75-b5b8-a69f346ecb9a.pdf