Postal Ballot - Notice of Postal Ballot

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 13th October 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: Submission of Notice of Postal Ballot of the Company Ref: Disclosure under LODR Regulation 30 Scrip Code/Symbol: 532629 / MBECL Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Postal Ballot Notice, together with Explanatory Statement sent to the members through electronic mode whose names appeared on the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Company /Depositories as on Friday, 9th October 2026, i.e., Cut-off date. The Company has completed dispatch of the said Postal Ballot Notice on 13th October 2026. The remote e-voting shall commence on Thursday, 15th October 2026 at 10.00 A.M. (IST) and end on Friday, 13th November 2026 at 5.00 P.M. (IST). The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of remote e-voting facility to its members. Yours faithfully, For McNally Bharat Engineering Company Limited Indrani Ray Company Secretary Encl. As above. 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 NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014] Dear Members, NOTICE is hereby given pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, General Circular No. 09/2024 dated 19th September, 2024 issued by the Ministry of Corporate Affairs (‘MCA Circular’) for holding general meetings / conducting postal ballot process through e-voting and any other applicable law, rules and regulations that the Resolution as set out hereunder is proposed as a Special Resolution for approval by the Members of the Company by means of Postal Ballot by voting through electronic means (‘remote e-voting’) only. The Board of Directors of the Company at its meeting held on October 05, 2026, have appointed Mr. Prakash Kumar Shaw, Practicing Company Secretary (ACS – 32895 / CP – 16239), Kolkata, as the Scrutinizer for scrutinizing the Postal Ballot through remote e- voting. In conformity with the present regulatory requirements, Members can vote only through remote e-voting, for which purpose they are requested to read carefully the instructions given in the Notes forming part of this Notice. Based on the Scrutinizer’s Report, the Results of remote e-voting will be declared at or before 5.00 p.m. (IST) on Tuesday, November 17, 2026.The declared Results, along with the Scrutinizer’s Report, will be available forthwith on the Company’s corporate website www.mcnallybharat.com under the section Investors and will also be forwarded to the National Stock Exchange of India Limited and BSE Limited, where the Company’s shares are listed. National Securities Depository Limited (NSDL), engaged by the Board of Directors of the Company for facilitating e-voting, will also display these Results on its website www.evoting.nsdl.com. Page 1 of 13 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 SPECIAL BUSINESS 1. Alteration of the Objects Clause (Clause III) of the Memorandum of Association of the Company to include the business of Information Technology / Information Technology Enabled Services (“IT/ITES”) To consider and, if though fit, to assent/dissent to the following Resolution as a Special Resolution, with or without further modification: "RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) and subject to such other approvals, consents, sanctions and permissions as may be necessary, the consent of the Members of the Company be and is hereby accorded for alteration of Clause III (Objects Clause) of the Memorandum of Association ("MoA") of the Company by inserting the following as a new sub-clause (23), immediately after the existing sub- clause (22) of the present Clause III, and by consequently renumbering the existing sub-clauses (23) and (24) as sub-clauses (24) and (25) respectively: “(23) To carry on in India or in any part of the world, either on its own account or in partnership, collaboration, joint venture or otherwise, the business of providing Information Technology (“IT”) and Information Technology Enabled Services (“ITES”), including but not limited to, software design, development, testing, implementation and maintenance; development and sale/licensing of software products and applications; systems integration and IT infrastructure management; business process outsourcing (BPO) and knowledge process outsourcing (KPO) services; IT consultancy and advisory services; data processing, data analytics, cloud computing and cyber security services; digital transformation and allied technology services including but not limited to artificial intelligence; and to undertake, sponsor, and participate in research and development in relation to any of the foregoing.” RESOLVED FURTHER THAT the existing sub-clause (23) reading "To do all or any of the above things in any part of the world…" be renumbered as sub-clause (24), and the existing sub-clause (24) reading "To do all such other things as are incidental…" be renumbered as sub-clause (25) of Clause III of the MoA. Page 2 of 13 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 RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee of the Board or any person(s) authorised by the Board to exercise its powers, including the powers conferred by this resolution) be and is hereby authorised to file Form MGT-14 and such other forms/returns as may be required with the Registrar of Companies and other statutory/regulatory authorities, to make consequential disclosures to the Stock Exchanges under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, [Showing first 8,000 characters — download PDF for full document]