Notice of the 24th Annual General Meeting and Annual Report for the Financial Year 2025-26

MPDL LIMITED Date: September 03, 2026 BSE Ltd Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 BSE Scrip Code: 532723 Subject: Notice of 24th Annual General Meeting and Annual Report for the Financial Year 2025‐26 Dear Sir/Madam, We wish to inform you that the 24th Annual General Meeting ("AGM") of the Company is scheduled to be held on Tuesday, September 29, 2026 at 03.30 P.M. (IST) through Video Conferencing(“VC”)/Other Audio Visual Means(“OAVM”) in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice convening the 24th AGM and Annual Report for the Financial Year 2025-26 of M/s MPDL Limited, which is being sent through electronic mode to all the Members of the Company whose names appear in the Register of Members/Beneficial Owners as on Friday, August 28, 2026 and whose e-mail addresses are registered with the Company/ Registrar & Share Transfer Agent/Depository Participant(s). Further, a letter providing the web-link and exact path to access the Annual Report and AGM Notice is being sent to those Members who have not registered their e-mail address. The Company has appointed National Securities Depository Limited (“NSDL”) as the e-voting agency for providing the remote e-voting facility and e-voting facility at the AGM. Members holding shares in dematerialized or physical form as on Tuesday, September 22, 2026 (“Cut-off Date”) shall be eligible to cast their votes electronically on all the resolutions set out in the AGM Notice. The remote e-voting facility shall commence on Saturday, September 26, 2026, at 09:00 A.M. (IST) and shall end on Monday, September 28, 2026, at 05:00 P.M. (IST). The Annual Report for the Financial Year 2025-26, and Notice of the 24th AGM, is also available on the website of the Company at www.mpdl.co.in. This is for your information and records. Thanking you Yours Faithfully For MPDL Limited Bhumika Chadha Company Secretary and Compliance Officer Encl: As above Corporate office Registered office CIN: L68100HR2002PLC097001 Tel. : 0124-4222434-35 Unit No‐12, GF, Magnum 11/7, Mathura Road, PAN: AADCM3323Q Email: isc_mpdl@mpdl.co.in Towers Tower-1, Sector - 58, Sector - 37, Faridabad GST Haryana: 06AADCM3323Q1ZA info@mpdl.co.in Golf Course Extn, Gurugram – 121003, Haryana GST Delhi : 07AADCM3323Q1Z8 Web: www.mpdl.co.in 122011, Haryana MPDL LIMITED Regd. Office: 11/7, Mathura Road, Sector 37, Faridabad HR 121003 Corp. Office: Unit No. 12, GF, Magnum Tower-1 Sector - 58, Golf Course Extn. Gurugram-122011 HR Phone: 0124- 4222434-35; Email: isc_mpdl@mpdl.co.in Website: www.mpdl.co.in; CIN: L68100HR2002PLC097001 NOTICE NOTICE is hereby given that the 24th Annual recommendation of the Nomination and General Meeting (“AGM”) of the Members of Remuneration Committee and approval of MPDL LIMITED (the “Company”) will be held the Board of Directors, Mr. Kunal Kapoor on Tuesday, September 29, 2026 at 03.30 (DIN: 06568920) who was appointed as an PM (IST) through Video Conferencing Additional Director and designated as (“VC”) / Other Audio Visual Means Whole-time Director and Key Managerial (“OAVM”) to transact the following Personnel with effect from August 13, 2026 business(es): and in respect of whom, the Company has received a Notice in writing from a Member ORDINARY BUSINESS: under Section 160 of the Act proposing his candidature for the office of Director, be and 1. To receive, consider and adopt: is hereby appointed as Whole-Time Director and Key Managerial Personnel, liable to a) The Audited Standalone Financial retire by rotation, for a period of 3 (Three) Statements of the Company for the consecutive years commencing from August financial year ended March 31, 2026 13, 2026 to August 12, 2029 (both days and the Reports of the Board of inclusive). Directors and Auditors thereon. RESOLVED FUTHER THAT pursuant to the b) The Audited Consolidated Financial provisions of Sections 197 read with Statements of the Company for the Schedule V and other applicable provisions, financial year ended March 31, 2026 if any, of the Companies Act, 2013 ("the together with the Report of the Act"), Companies (Appointment and Auditors thereon. Remuneration of Managerial Personnel) Rules, 2014, SEBI Listing Regulations and all 2. To appoint a Director in place of Mr. other applicable provisions and laws and Rajesh Paliwal (DIN: 03098155), who approval(s) or sanction(s) as may be required, and pursuant to the retires by rotation and being eligible recommendations of the Nomination and offers himself for re-appointment. Remuneration Committee (NRC) and Board of Directors of the Company, the consent of SPECIAL BUSINESS: the Members of the Company be and is hereby accorded to the payment of 3. To appoint Mr. Kunal Kapoor (DIN: remuneration as detailed herein below to 06568920) as Whole-time Director of the Mr. Kunal Kapoor as Whole Time Director Company and, in this regard, to consider and Key Managerial Personnel of the and if thought fit, to pass the following Company for a period of 3 (Three) Resolution as an Ordinary Resolution: consecutive years: “RESOLVED THAT pursuant to the 1) Total Fixed Remuneration: Rs. provisions of Sections 196, 203 read with 10,67,321/- per annum payable by way Schedule V and other applicable provisions, of salary, House Rent Allowance, if any, of the Companies Act, 2013 ("the Conveyance Allowance, Medical Act"), Companies (Appointment and Allowance and any other allowances Remuneration of Managerial Personnel) Rules, 2014, the SEBI (Listing Obligations 2) He shall also be entitled to following and Disclosure Requirements) Regulations, perquisites: — 2015 ("SEBI Listing Regulations"), Articles of Association of the Company and upon i) Gratuity, Provident Fund as per the limits prescribed under the Companies Act, provisions of the respective applicable 2013 and to do all such acts, deeds, matters Legislation. and things as may be necessary, proper or ii) Mediclaim, telephone expenses and expedient for giving effect to this earned leave as per Company’s Policy in Resolution." force and as amended from time to time. iii) Such other perquisites, facilities, entitlements and benefits as per Company rules and/or policy. By order of the Board of Directors of MPDL LIMITED RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any Sd/‐ financial year during the tenure of Mr. Kunal Bhumika Chadha Kapoor as Whole Time Director and Key Company Secretary Managerial Personnel of the Company, the M. No. ACS –A46115 aforesaid remuneration shall be paid as minimum remuneration in accordance with provisions of Schedule V of the Companies Act, 2013 and applicable provisions of law. Date: 13.08.2026 Place: Gurugram RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any Committee thereof) be and is hereby authorised to revise or increase the remuneration annually payable to Mr. Kunal Kapoor within the NOTES : 5. Corporate Members and Institutional 1. The Ministry of Corporate Affairs (‘MCA’) Shareholders (i.e. other than individuals, vide its General Circular No. 20/2020 HUF, NRI etc.) are required to send dated May 5, 2020 read with subsequent scanned copy (PDF/JPG Format)of the circulars issued from time to time, the Board Resolution authorising its latest General Circular No. 03/2025 dated representatives to attend and vote at the September 22, 2025 (“MCA Circulars”) AGM, pursuant to Section 113 of the Act, has allowed companies to conduct their to the scrutinizer at Annual General Meeting (“AGM”) through sanjaygrover7@gmail.com with a copy Video Conferencing (VC) or other Audio marked to evoting@nsdl.com. Visual Means (OAVM). In compliance with the provisions of the Companies Act, 6. The attendance of the members at [Showing first 8,000 characters — download PDF for full document]