Notice of the 63rd Annual General Meeting

McNally Bharat Engineering Company Limited CIN: L45202WB1961PLC025181 Registered Office: Ecospace Campus 2B 11F/12 New Town Rajarhat North 24 Parganas Kolkata-700160 Telephone +91 33 68311001/+91 33 68311212 Email: mbe.corp@mbecl.co.in Website: www.mcnallybharat.com An ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 Certified Company 3rd September 2026 The National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot # C/1, ‘G’ Block Bandra Kurla Complex, Bandra (East) Mumbai – 400 051 BSE Limited Corporate Relations Department 1st Floor, New Trading Ring, Rotunda Building Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai – 400 001 Dear Sir/Madam, Sub: Notice of the 63rd Annual General Meeting to Shareholders Ref: Disclosure under LODR Regulation 30 Scrip Code/Symbol: 532629 / MBECL Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) please find enclosed herewith the Company’s Notice convening the Sixty-third Annual General Meeting (“63rd AGM”) scheduled to be held at 3.30 P.M., IST on Friday, 25th September 2026 through Video Conferencing/ Other Audio-Visual Means (VC/OAVM). The Notice has been circulated to the Shareholders on 3rd September 2026 and duly uploaded on the Company website www.mcnallybharat.com. Kindly take the above in your records. Yours faithfully, McNally Bharat Engineering Company Limited Indrani Ray Company Secretary Enclosure: As above Page 1 of 1 Corporate Overview Statutory Reports Financial Statements McNally Bharat Engineering Company Limited Registered Office: Ecospace Campus 2B 11F/12, New Town Rajarhat North 24 Parganas Kolkata-700160 Telephone: +91 33 6831 1001/ +91 33 6831 1212 E-mail: mbecal@mbecl.co.in | Website: http://www.mcnallybharat.com CIN: L45202WB1961PLC025181 Registrar & Share Transfer Agent: Maheshwari Datamatics Private Limited 23, R.N. Mukherjee Road, 5th Floor, Kolkata – 700 001 Telephone: +91 33 2243 5029/ 5809 | Facsimile: +91 33 2248 4787 Website: www.mdpl.in | EmNaiOl: TcoImCEpliance@mdplcorporate.com Notice is hereby given that the Sixty-third (63 ) Annual Gentheral Meeting of the Members of McNally Bharat Engineering Company Limited will be held at 3:30 p.m. IST on Friday, 25 September 2026, through Video Conferencing (VC) / Other AOurddiion aVrisyu Baul Msienaensss :(OAVM), to transact the following business: 1. To receive, consider and adopt: (a) The audited financial statement of the Company for the financial year ended 31 March 2026, and the Reports of the Directors and the Auditors thereon and (b) the audited consolidated financial statement of the Company for the financial year ended 31 March 2026 and 2. To rethaep Rpeopinotr tM ofs .t hPeo Aoundaimto rSsi nthgehraenonia. (DIN: 11307969), who retires by rotation and being eligible, offers herself for reappointment. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without further modification: “RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act” 2013, Ms. Poonam Singhania (DIN: 11307969), who retires by rotation at this meeting and being eligible has offered herself for reappointment, be 3. aTnod a ipsp hoeirnetb My r/esa. pSpinoginhtie &d aCso D., iCrhecatrotre oref dth Ae cCcoomunpatanny,t lsi,a absle t htoe rSettairteu tboyr ryo Atautdiointo.”rs of the Company. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without further modification: “RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Audit Committee and the Board of Directors, M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), be and are hereby appointed as the Statutory Auditors of the Company, in place of the retiring auditors, M/s. V. Singhi & Associates, Chartered Accountants, to hold office for a term of 5 (five) consecutive years from the conclusion of this 63rd Annual General Meeting until the conclusion of the 68th Annual General Meeting of the Company, on such remuneration (plus applicable taxes and reimbursement of out-of-pocket expenses) as may be mutually agreed between the Board of Directors and the Auditors from time to time; RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to Spectihails B ruessoinluetsios:n.” 4. Approval for continuation of Directorship of Mr. Mehar Chand Thakur (DIN: 08648033) as a Non-Executive Independent Director of the Company upon his attaining the age of 75 years. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution, with or without further modification: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) R|u le1s, Annual Report 2025-26 McNally Bharat Engineering Company Limited Corporate Overview Statutory Reports Financial Statements Notice (Contd.) 2014, Regulation 17(1A) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary, consent of the Members of the Company be and is hereby accorded to the continuation of directorship of Mr. Mehar Chand Thakur (DIN: 08648033), Non-Executive Independent Director of the Company, who was appointed as Non-Executive Independent Director of the Company for a term of five (5) consecutive years with effect from October 22, 2025 up to October 21, 2030, notwithstanding his attaining the age of seventy-five (75) years on April 7, 2027, and that he be and is hereby authorised to continue to hold office as Non-Executive Independent Director of the Company for the residual/unexpired period of his present term of appointment, i.e. up to October 21, 2030, on the same terms and conditions as approved by the Members at the time of his original appointment. RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be considered necessary, proper or expedient to give effect to this resolution, including filing of requisite forms/returns with the Registrar of Companies, Stock Exchange(s) and any other regulatory authority, and to settle any question, difficulty 5. oTro daopupbrto tvhea tt hmea rye amriusen einr athtiios nre ogfa trhde.” Cost Auditors for the financial year ending 31st March 2027. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without further modification: “RESOLVED THAT in accordance with the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration payable to the Cost Auditor M/s. A. Bhattacharya & Associates, Cost Accountants, appointed as the Cost Auditor of the Company by the Board of Directors of the Company for conducting audit of cost accounting records maintained by the Company as applicable, for the financial year 2026-27, the details of which are given in the explanatory statement in respect of this item of business annexed to the Notice c [Showing first 8,000 characters — download PDF for full document]