Shareholders meeting

Minutes of the Sixty-third Annual General Meeting (“63rd AGM”) of the Shareholders of McNally Bharat Engineering Company Limited held at 3.30 PM on Friday, 25th September 2026 through Video Conference/Other Audio Visual Means (VC/OAVM) at Ecospace, Campus 2B 11F/12, New Town, Kolkata – 700 160. PRESENT Mr. Pradip Kumar Bishnoi – Chairman of the Board & Audit Committee. Mr. Anil Kumar Jha – Independent Director, Chairman of: • Nomination & Remuneration Committee • Corporate Social Responsibility Committee Mr. Debidas Datta – Independent Director, Chairman, Risk Management Committee Ms. Anuradha Gupta – Independent Director, Chairman of Stakeholders Relationship Committee. Ms. Poonam Singhania – Non-Executive Director. Executives: Mr. Sarvesh Kumar Adukia – Chief Executive Officer (CEO) Mr. Harish Avadhani – Chief Financial Officer (CFO) Statutory Auditors: Mr. Sunil Singhi – Partner, M/s V. Singhi & Associates, Chartered Accountants Statutory Auditors Secretarial Auditor: Mr. Prakash Kumar Shaw – Secretarial Auditor, C/o Prakash Shaw & Company, Company Secretaries Cost Auditor: Mr. Ashish Bhattacharya – Cost Auditor, C/o A. Bhattacharya & Associates, Cost Accountants. Page 1 of 8 In Attendance: Ms. Indrani Ray – Company Secretary A total of 33 Members attended 63rd Annual General Meeting (AGM) through video- conference/ other audio visual means (VC/OAVM), out of whom 13 Members were body corporates, represented by their authorized representatives. Out of 33 Members/Shareholders who joined the AGM through video-conference/electronic means, 1 (one) Member represented Promoter Group while the remaining 32 Members represented Public category of shareholders. 1. Chairperson Mr. Pradip Kumar Bishnoi, Chairman of the Board took the chair of the 63rd Annual General Meeting. Upon assuming the chair, the Chairman welcomed the Shareholders who had joined the 63rd Annual General Meeting through videoconference / other audio visual means. Thereafter, he introduced the other Directors of the Board, namely, Mr. Anil Kumar Jha, Chairman of the Nomination & Remuneration Committee and Corporate Social Responsibility Committee, Mr. Debidas Datta, Chairman of the Risk Management Committee, Ms. Anuradha Gupta, Chairperson of the Stakeholders Relationship Committee and Ms. Poonam Singhania, Non-Executive Director, who were also attending the Meeting through videoconference. The Chairman informed the Shareholders regarding the inability of Mr. Mehar Chand Thakur, Independent Director, from attending the 63rd AGM, due to indisposition. 2. Quorum The quorum as required under the Companies Act 2013, being present, the 63rd Annual General Meeting was called to order and its proceedings were formally commenced. 3. Statutory Registers for Inspection The Chairman announced that the Statutory Registers and other documents as referred under the Companies Act 2013 were available to the Shareholders for inspection online as the Meeting was being held through video-conference/other audio-visual means. 4. Notice of the Meeting The Chairman, with the consent of the Shareholders present, took the Notice dated 12th August 2026 convening the 63rd Annual General Meeting which had been circulated to the Shareholders, as read. 5. Chairman’s Address to Shareholders The Chairman delivered an opening Speech at the 63rd AGM, extracts from which are reproduced below: “The global economic environment continues to remain characterised by geopolitical tensions, trade and tariff uncertainties, volatility in energy prices and continuing adjustments in global supply chains. The conflicts in different regions, together with emerging trade policies among major economies, have increased uncertainty for businesses operating across sectors. For engineering, procurement and construction (EPC) companies, these developments can influence the availability and cost of Page 2 of 8 materials, equipment, logistics and project financing. The Company therefore continues to pay attention to the external environment with caution, with emphasis on project selection, execution discipline and prudent management of resources. The Indian economy, however, continues to demonstrate resilience despite the external uncertainties. Domestic demand, public investment and infrastructure-related activity remain important contributors to economic activity.The Economic Survey 2025-26 estimated real GDP growth at 7.4% and highlighted the continued support from domestic demand and public investment, while also noting risks arising from global trade disruptions and external uncertainties. The real GDP for Q1 FY 2026-27 estimated at 7.8%, is an encouraging sign. The economic environment entering FY 2026-27 in view of above remains supportive yet challenging in several areas relevant to the Company's business, particularly infrastructure, industrial development, mining, metals, power and related engineering activities. At the same time, the operating environment remains competitive and project awards continue to require careful evaluation of commercial terms, execution conditions, working-capital requirements and counterparty risks. The Reserve Bank of India has also highlighted the continuing risks arising from geopolitical developments, energy prices, supply-chain disruptions and global financial-market volatility. While the domestic economy remains relatively resilient, these factors could affect the pace of investment and project execution in individual sectors. Against this backdrop, the Company is focused on strengthening by adding to its core engineering and project execution capabilities. McNally Bharat has historically operated across engineering and construction activities associated with sectors such as material handling, power, mining, metals and infrastructure. The Company's current priority is to strengthen and utilise these capabilities as also maintain appropriate commercial and financial discipline. In the current environment, the ability to select appropriate projects, execute them efficiently, manage working capital and build organisational capabilities will remain critical to the Company's performance. Accordingly, management's immediate emphasis remains on strengthening the operating foundation of the Company and building sustainable business activity drawing upon its past engineering and project- management capabilities. Your Company is working hard to regain trust of its past satisfied customers and win them over. In the last few years during CIRP process, many of our customers were dissatisfied. All efforts are on to recapture its legendary reputation and to add new large customers. The Company has received a large O&M job from major Group and is now trying to win certain EPC jobs as well. Following the successful implementation of the NCLT- approved Resolution Plan, McNally Bharat marked a milestone with its official relisting on the Stock Exchanges on 1st September 2026. We are pleased to report that the market has responded with overwhelming enthusiasm.” The Chairman concluded his speech with a word of thanks to the fellow Directors for their valuable contribution and support. He also thanked the dedicated employees and all other stakeholders of the Company for their continued support. Having delivered the Speech, the Chairman conducted the proceedings of the 63rd AGM: Page 3 of 8 6. Auditor’s Report Upon the Chairman’s request, the Independent Auditor’s Report on the Annual Financial Statement and the Consolidated Financial Statement of the Company for the financial year ended 31st March 2026 were read out in accordance with Section 145 of the Companies Act, 2013. 7. Remote E-voting and Ballot voting The Chairman informed the Shareholders that in accordance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 (“L [Showing first 8,000 characters — download PDF for full document]