Shareholders meeting

ENGINEERING M&B Engineering Ltd. Registered Office: ‘MB House', 51, Chandroday Society, Stadium Road, Naranpura, Ahmedabad - 380 014, Gujarat, India CIN: L45200GJ1981PLC004437 I T: +91 79 2640 5563/ 2646 1314 | E: info@mbphenix.com / info@mbproflex.com 17th September, 2026 To, To National Stock Exchange of India Limited BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (East), Mumbai – 400 001 Mumbai – 400051 Symbol: MBEL Script Code: 544470 Company Code No. 544470 Dear Sir, Sub: Proceedings of 44th Annual General Meeting (AGM) held on Thursday, 17th September, 2026 Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we are submitting herewith proceedings of the 44thAnnual General Meeting (‘AGM’) of the Company, held on Thursday, 17th September, 2026 through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) facility and the business as mentioned in the Notice of AGM were transacted. This is in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements). Kindly find the same in order and acknowledge receipt of the same. Thanking you, Yours faithfully, For M & B ENGINEERING LIMITED PALAK D. PAREKH COMPANY SECRETARY AND COMPLIANCE OFFICER ENGINEERING M&B Engineering Ltd. Registered Office: ‘MB House', 51, Chandroday Society, Stadium Road, Naranpura, Ahmedabad - 380 014, Gujarat, India CIN: L45200GJ1981PLC004437 I T: +91 79 2640 5563/ 2646 1314 | E: info@mbphenix.com / info@mbproflex.com PROCEEDINGS OF THE 44TH ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF THE COMPANY HELD ON THURSDAY, THE 17TH SEPTEMBER, 2026 THROUGH VIDEO CONFERENCING (“VC”)/ OTHER AUDIO-VISUAL MEANS (“OAVM”) AT 12.00 NOON IST AND CONCLUDED AT 12.30 P.M. IST The 44th Annual General Meeting (AGM) of the Company was held today, i.e. on Thursday, 17th September, 2026, at 12.00 Noon (IST) through Video Conferencing (VC)/ Other Audio Visual Means (OAVM),without physical presence of the Shareholders at a common venue, in compliance with the applicable provisions of the Companies Act, 2013 (“Act”), read with General Circular No. 03/2025 dated 22nd September, 2025 issued by the Ministry of Corporate Affairs (“MCA”), General Circular No. 20/2020 dated 5th May, 2020, including the requirements specified in paragraphs 3 and 4 thereof, and other relevant circulars issued by the MCA, read with the applicable circulars issued by the Securities and Exchange Board of India (“SEBI”) and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as applicable, to transact the businesses as stated in the Notice dated 10th August, 2026 convening the AGM. The proceedings of the AGM were deemed to be conducted at the Registered Office of the Company which was the deemed venue of the Meeting. Mr. Hemant Ishwarlal Modi who is the Chairman & Independent Director of the Company was unable to attend the 44th AGM and Mr. Malav Girishbhai Patel, Joint Managing Director was elected by the Directors present to Chair the meeting. The Chairman of the Meeting welcomed the Shareholders present at the AGM & upon ascertaining that the requisite quorum was present, he called the meeting to be in order. The Chairman of the Meeting introduced the fellow members of the Board, the senior management team and the Auditors of the Company present at the meeting. The Chairman of the Meeting briefed the Shareholders about global operating environment during FY2025- 26, the FY2025-26 Financial Performance of the Company, the Order Book and Business Momentum, updates on the Company’s two specialised divisions, Phenix Construction Technologies (Phenix) and Proflex, updates on Company’s Exports & Global Expansion and Capacity Expansion & Capability Enhancement. The Chairman of the Meeting briefed the Shareholders about the successful listing of Equity Shares of the Company on the National Stock Exchange of India Limited and BSE Limited on 6th August, 2025. The Chairman of the Meeting briefed the Shareholders about the parameters relating to People, Safety & Execution Excellence, Sustainability & Corporate Social Responsibility and Governance & Board Oversight. The Chairman of the Meeting summarized the Company’s outlook going forward. The Chairman of the Meeting further directed Ms. Palak Parekh, Company Secretary to read the items of the Notice dated 10th August, 2026 convening this 44th AGM. With the permission of Shareholders, the Notice was taken as read. The Company Secretary further informed the Shareholders that there were no qualifications reported by the Statutory & Secretarial Auditors of the Company in their respective reports and same were taken as read. Then queries/questions from the speaker Shareholders who had so registered and were present at the meeting were invited and the Company management responded to the questions asked by Shareholders. ENGINEERING M&B Engineering Ltd. Registered Office: ‘MB House', 51, Chandroday Society, Stadium Road, Naranpura, Ahmedabad - 380 014, Gujarat, India CIN: L45200GJ1981PLC004437 I T: +91 79 2640 5563/ 2646 1314 | E: info@mbphenix.com / info@mbproflex.com The Company Secretary informed the Shareholders that as per the provisions of the Companies Act, 2013 (‘the Act’) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Company had provided the remote e-voting facility to all the persons who were Shareholders as on the cut- off date to vote on resolutions set out in the notice of AGM. The remote e-voting was kept open from 14th September, 2026 (from 09:00 A.M.) to 16th September, 2026 (till 05:00 P.M.). Shareholders attending the AGM and who had not cast their vote by remote e-voting were entitled to exercise their right to vote by e- voting during the AGM. Necessary registers and reports were kept open for inspection during the AGM in electronic mode. The Company Secretary further informed that the E-voting results along with the Scrutinizer's Report would be declared within 2 working days of the conclusion of AGM and the results would also be communicated to BSE Limited (‘BSE’). With the permission of the Chairman of the Meeting, Company Secretary took up the agenda items as set out in the Notice convening 44th Annual General Meeting of the Company for consideration and approval shareholders. The following items of businesses, as per the Notice of 44th AGM were transacted at the meeting: Type of Item Brief description of the resolution Resolution 1 Adoption of the Audited Financial Statements (Standalone & Consolidated) Ordinary of the Company for the financial year ended 31st March, 2026, the reports of Resolution the Board of Directors and Auditors thereon 2 Declaration of final dividend of Rs. 1.00/- (Rupees One only) per fully paid- Ordinary up Equity Share of face value of 10/- each Resolution 3 Re-appointment of Mr. Aditya Vipinbhai Patel (DIN: 07103812), who retires Ordinary by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being Resolution eligible, offers himself for re-appointment 4 Re-appointment of Ms. Birva Chirag Patel (DIN: 07203299), who retires by Ordinary rotation in terms of Section 152(6) of the Companies Act, 2013 and, being Resolution eligible, offers herself for re-appointment 5 Ratification of remuneration payable to Cost Auditors of the Company Ordinary pursuant to Section 148 of Companies Act, 2013 for the Financial Year 2026- Resolution 6 Re-appointment of Ms. Birva Chirag Patel (DIN: 07203299) as Whole-time Special Director of the Company, liable to retire by rotation, for a period of 3 years Resolution with effect from 2nd April, 2027 to 1st April, 2030 7 Re-appointment of Mr. Aditya Vipinbhai Patel (DIN: 07103812) as Whole- Special time Director of the Company, liable to retire by rotation, for a period of 3 Resolution year [Showing first 8,000 characters — download PDF for full document]