H.M. Electro Mech Limited has scheduled its eighth annual general meeting for September 28, 2026, at 12:30 pm. The meeting will be held at its registered office in Ahmedabad to transact ordinary and special business.

The agenda includes the adoption of audited financial statements for the year ended March 31, 2026, alongside several key governance resolutions. Shareholders will vote on the re-appointment of three existing directors and the regularization of a new independent director.

Board Appointments and Re-appointments

The meeting seeks shareholder approval for the following board-level changes:

• Re-appointment of Rotating Directors: Mr. Mahendra Ramabhai Patel and Mr. Harshal Mahendra Patel retire by rotation and offer themselves for re-appointment as Whole Time Directors.
• Regularization of Independent Director: Mr. Jay Dineshkumar Shah, appointed as an Additional Director on January 1, 2026, will be regularized as a Non-Executive Independent Director for a five-year term.
• Re-appointment of Managing Director: Mr. Dipak Padmakant Pandya will be re-appointed as Chairman and Managing Director for three years, effective January 29, 2027.
• Re-appointment of Whole Time Directors: Mr. Mahendra Ramabhai Patel and Mrs. Mita Dipak Pandya will be re-appointed as Whole Time Directors for three-year terms effective January 29, 2027, and June 11, 2027, respectively.

Corporate Governance Changes

Shareholders will consider a special resolution to alter the Articles of Association. The amendment introduces a new clause allowing members to waive or forgo their right to receive interim or final dividends for any financial year. This waiver becomes irrevocable after the record date fixed for determining dividend entitlements.

Related Party Transactions

The board seeks approval for two material related-party transactions under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Nitin Patel & Co. is linked to Nitin Dhorajiya, the company's Chief Financial Officer. Twinsag Enterprise LLP is linked to promoter Twinkal Paneliya. The Audit Committee has approved these transactions, confirming they are at arm’s length and in the ordinary course of business.

Meeting Logistics

The record date for voting eligibility is September 25, 2026. Members holding shares on this date are entitled to vote. The notice and annual report are available electronically on the company website. M/s. Kinkhabwala & Associates has been appointed as the scrutinizer for the poll process.

H.M. Electro Mech board approved an amendment to its Articles of Association on September 3, 2026, introducing a clause that allows shareholders to waive their right to receive dividends.

The move enables equity shareholders to forgo interim or final dividends declared by the Board. This waiver becomes irrevocable immediately after the record date fixed for determining eligible members.

Key Details of the Amendment

The company disclosed the change pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The new clause will be inserted after the existing Article 80, titled "Dividends and Reserves".

Waiver Mechanism

• Shareholders can waive rights to dividends for any financial year.
• The waiver is irrevocable once the record date passes.
• Promoters and the promoter group are explicitly included in this provision.
• A signed document expressing the waiver must be delivered and accepted by the company.

The amendment is subject to approval by members at the ensuing Annual General Meeting. The company cited compliance with Schedule III of the SEBI LODR Regulations and a Master Circular dated November 11, 2024.