Postal Ballot Notice under section 110 of Companies Act,2013.

Website : http;//www.mgfltd.com E-mail : mgfltd@hotmail.com CINNo. : L74899DL1930PLC000208 PHONE : 011-23272216, 23272217 GST IN : 07A AACT2356D2ZN : 011-23272218,23276872 THE MOTOR & GENERAL FINANCE LIMITED M.G.F. HOUSE, Regd. & H.O. : 4/17-B, ASAF ALI ROAD, NEW DELHI-110 002 DLl:CS:BSE:NSE:2026 October 27,2026 The Secretary, The Secretary, BSE Limited., National Stock Exchange of India Ltd 25th Floor, P.J. Towers, Exchange Plaza, 5th Floor, Dalal Street, Plot No.C/1, G Block Mumbai-400001 Sandra Kurla Complex, Bandra(E) Stock Code:501343 Mumbai-400051 Stock Code: Motogenfin Sub: Postal Ballot Notice under Section 110 of the Companies Act,2013 to members & Disclosure under Regulation 30 of the SEBl(Listing Obligations and Disclosure Requirements) Regulations,201 S("Listing Requirements) Dear Sir, Further to our letter No. DLl:CS:BSE:NSE:2026 dated October 19,2026, we enclose herewith a copy of the Postal Ballot Notice dated October 19,2P26 seeking the approval from members of the company for the following matter:- SI No Description of Special Resolution 1 Increase in remuneration of Sh. Arun Mitter (DIN:00022941 ), Whole Time Director designated as Executive Director of the Company. Kindly be informed that in terms of MCA Circular, Notice of Postal Ballot is being sent today, the October 27,2026 through electronic mode to those shareholders at their e-mail addresses noted with the Company/RTA and whose names appeared in the list of beneficial owners as on Friday, the October 23,2026(" Cuff off date") who would be entitled to vote by way of remote e-voting. This is for your kind information. Thanking you, Yours faithfully, For THE MOTOR & GENERAL FINANCE LIMITED (M.K. MADAN) VP, CS & COMPLIANCE OFFICER ENCL: AS ABOVE. THE MOTOR & GENERAL FINANCE LIMITED CIN:L74899DL1930PLC000208 Registered Office: MGF HOUSE, 4/17-B, Asaf Ali Road, New Delhi-110002 Phone Nos.: 011-23272216-18,011-23276872 Website: http://www.mgfltd.com Email: mgfltd@hotmail.com GSTIN:07AAACT2356D2ZN NOTICE OF POSTAL BALLOT (Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014) VOTING STARTS ON VOTING ENDS ON Monday, the November 02, 2026 at 9.00 a.m. Tuesday, the December 01, 2026 at 5.00 p.m. Dear Member(s), NOTICE is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions of the Companies Act,2013, as amended( the “Act”) read together with the Companies(Management and Administration) Rules,2014, General Circular No. 14/2020 dated April 8.2020, 17/2020 dated April 13,2020, 09/2023 dated September 25,2023 and 03/2025 dated September 22,2025 and other relevant circulars issued by the Ministry of Corporate Affairs(“MCA”), Government of India (the “MCA Circulars”), Regulation 44 of the SEBI(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”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolution appended below is proposed to be passed by the members of the company, through Postal Ballot (the “Postal Ballot”) only by way of remote e-voting(“e-voting”) process. An Explanatory Statement pertains to the said resolution setting out the material facts and the reasons/rationale thereof form part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”). In compliance with Regulation 44 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations,2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Section 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the company/Company’s RTA i.e Alankit Assignments Limited/depository participant(s) as on Friday, the October 23,2026 (“Cut off date”). The company has engaged the services of Central Depository Services Ltd (“CDSL” for the purpose of providing remote e-voting facility to its members. The instructions to cast vote through remote e-voting forms part of the notes to this Notice. The Notice is also available on the website of the company www.mgfltd.com. The Company has made necessary arrangements with Alanklit Assignments Ltd, Registrar and Share Transfer Agent”(RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same. Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this notice and record their Assent(FOR) or Dissent (AGAINST) by following the procedure as stated in the notes forming part of the Notice not later than Tuesday, the December 1,2026 at 5.00. p.m. The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time. SPECIAL BUSINESS Increase in remuneration of Sh. Arun Mitter (DIN:00022941), Whole Time Director designated as Executive Director of the company. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:- “RESOLVED THAT pursuant to the provisions of Section 197, 198 read with Schedule V and other applicable provisions of the Companies Act,2013”) read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014, and Regulation 23 of 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), enabling provisions of the Articles of Association of the company and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the company and subject to all other sanctions, approvals and permissions, as may be required, the consent of the Members of the Company be and is hereby accorded for an increase in the existing remuneration by 12.5% payable to Sh.Arun Mitter(DIN:00022941), Whole Time Director designated as Executive Director of the company w.e.f. August 1,2026, for the remaining period of his current tenure”. “RESOLVED FURTHER THAT the increased remuneration, whether paid as salary, perquisites or any combination thereof, shall be in accordance with the terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this Meeting, and the Board of Directors(which shall include the Nomination and Remuneration Committee) be and is hereby authorized to add, alter or vary the terms and conditions of the said remuneration within the maximum ceiling as approved and in accordance with the provisions of the Act”. “RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, the remuneration payable to Mr. Arun Mitter, Whole Time Director designated as Executive Director as minimum remuneration shall be governed by Schedule V read with other applicable provisions of the Companies Act,2013, SEBI (LODR) Regulations 2015 or any modification(s) thereof. “RESOLVED FURTHER THAT the Board of Directors of the company, be and are hereby authorized to do all such acts, deeds matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution” By order of the Board For THE MOTOR & GENERAL FINANCE LIMITED (M.K.MADAN) VP, CS & COMPLIANCE OFFICER Place: New Delhi ACS-2951 Date: October 19, 2026 Registered Office: MGF House, 4/17-B, A [Showing first 8,000 characters — download PDF for full document]