MBL Infrastructure Ltd — Proxy Solicitation & Information Statement 2026

Apr 14, 2026

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Anubhav Digitally signed by Anubhav Maheshwari
Maheshwari Date: 2026.04.14
17:54:44 +05'30'
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MBL INFRASTRUCTURE LTD.

CIN: L27109DL1995PLC338407 Regd. & Corp Off.: Baani Corporate One Tower, 308, 3[rd] Floor, Plot No. 5, District Commercial Centre, Jasola, New Delhi - 110 025 Tel: +91- 011 44792982; +91-011 43401205, Email: cs@mblinfra.com, Website: www.mblinfra.com

NOTICE OF POSTAL BALLOT

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, (the ‘Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘the Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, each as amended, General Circular No. 03/2025 dated 22[nd] September, 2025 issued by the Ministry of Corporate Affairs for holding general meetings/conducting the postal ballot process through e-voting (the ‘MCA Circular’), and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) that the Resolutions as set out in the Notice are proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting only through electronic means (‘remote e-voting’).

An Explanatory Statement pursuant to Section 102, 110 and other applicable provisions, if any, of the Act pertaining to the resolutions setting out the material facts and reasons thereof is appended to this Postal Ballot Notice.

The remote e-voting period commences from 09:00 am (IST) on Thursday, 16[th] April, 2026 and ends at 05:00 pm (IST) on Friday, 15[th] May, 2026.

In terms of the requirements specified in the MCA Circular, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on 10[th] April, 2026 (‘cut-off date’) and whose e-mail addresses are registered with the Company / Depositories. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circular, the manner of voting on the proposed Resolutions is restricted to e-voting only i.e. by casting votes electronically instead of submitting postal ballot forms. The communication of assent / dissent of the Members will take place through the remote e-voting system only.

In conformity with the regulatory requirements, Members are advised to cast their votes on the Resolutions only through remote e-voting, for which purpose they are requested to read carefully the instructions annexed to the Notice.

The Board of Directors of the Company on 11[th] April, 2026 appointed Ms Anjali Yadav, Practicing Company Secretary, (Membership No. FCS 6628) as the Scrutinizer to scrutinize the Remote e-Voting process and

casting vote through the e-Voting system in a fair and transparent manner. Based on the Scrutinizer’s Report, the Results of remote e-voting will be declared on 15[th] May, 2026.

RESOLUTIONS:

1. RE-APPOINTMENT OF MR RAM DAYAL MODI (DIN: 03047117) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider, and if thought fit, to pass, the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions 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 pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Ram Dayal Modi (DIN: 03047117) who was appointed as an Independent Director of the Company for a period of 5 years w.e.f. 13[th] May, 2021 and whose office as an Independent Director is liable to end on 12[th] May, 2026 and being eligible for re-appointment for a second term and in respect of whom a notice has been received in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of a Director of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years w.e.f. 13[th] May, 2026 to 12[th] May, 2031.

RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to the said resolution.”

2. ISSUANCE OF SECURITIES

To consider, and if thought fit, to pass, the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 42, 62, 71 and other applicable provisions, if any, of the Companies Act, 2013 (the “Companies Act”) and rules made thereunder, the Foreign Exchange Management Act, 1999, as amended, the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended,

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the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended and the rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “ICDR Regulations”) or any other competent authority, whether in India or abroad, from time to time, to the extent applicable including the enabling provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (the “Listing Regulations”), the Memorandum of Association and Articles of Association of the Company and subject to approvals, consents, permissions and sanctions as might be required and subject to such conditions and modifications as might be prescribed while granting such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), consent be and is hereby authorized on behalf of the Company, to create, offer, issue and allot, with or without a green shoe option, in one or more tranches, in the course of domestic and/ or international offering(s) in one or more foreign markets and/or domestic market, by way of a public issue, preferential issue, qualified institutions placement, private placement or a combination thereof, such number of equity shares of the Company (the “Equity Shares”) or the Global Depository Receipts (“GDRs”), the American Depository Receipts (“ADRs”), the Foreign Currency Convertible Bonds (“FCCBs”), fully convertible debentures (FCDs)/ partly convertible debentures (PCDs), optionally convertible debentures (OCDs), preference shares convertible into Equity Shares, non-convertible debentures with warrants and/or any other financial instruments or securities convertible into Equity Shares or with or without detachable warrants with a right exercisable by the warrant holders to convert or subscribe to the Equity Shares or otherwise, in registered or bearer form, and/or any security convertible into Equity Shares with or without voting/special rights and/or securities linked to Equity Shares, whether rupee denominated or denominated in foreign currency (hereinafter collectively referred to as the “Securities”) or any combination of Securities, to all eligible investors, including residents and/ or non-residents and/ or institutions/ banks and/ or incorporated bodies and/ or individuals and/or trustees or any other category of investors, and whether or not such investors are members of the Company (collectively the “Investors”), through one or more prospectus or letter of offer or placement document or offering circular or offer document, at such time or times, at face value or such price or at market price(s) or premium to market price(s) in terms of applicable regulations, aggregating up to Rs.300 Crores (Rupees Three Hundred Crores

Only) or equivalent thereof, from time to time, on such terms and conditions and in such manner as the Board may in its sole discretion decide including the timing of the issue(s) / offering(s), the Investors to whom the Securities are to be issued, terms of issue, issue price, number of Securities to be issued, the Stock Exchanges on which such securities will be listed, finalization of allotment of the Securities on the basis of the subscriptions received including details on face value, premium, rate of interest, redemption period, manner of redemption, amount of premium on redemption, the ratio/ number of Equity Shares to be allotted on redemption/ conversion, period of conversion, fixing of record date or book closure dates, etc., as the case may be applicable, prescribe any terms or a combination of terms in respect of the Securities in accordance with local and / or international practices including conditions in relation to offer, early redemption of Securities, debt service payments, voting rights, variation of price and all such terms as are provided in domestic and / or international offerings and any other matter in connection with, or incidental to the issue, in consultation with the merchant bankers or other advisors or otherwise, together with any amendments or modifications thereto.

RESOLVED FURTHER THAT the Securities to be created, issued, offered and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company and the Equity Shares to be allotted in terms of this resolution shall rank pari passu in all respects with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT if the issue or any part thereof is made for Securities, which are convertible into or exchangeable with the Equity Shares of the Company within the meaning of the SEBI Regulations or any combination of Securities as may be decided by the Board, issued for such purpose, the same shall be fully paid-up and the allotment of such Securities shall be completed within twelve months from the date of this resolution or such other time as may be allowed under the SEBI Regulations, from time to time, at such price being not less than the price determined in accordance with the pricing formula provided under the SEBI Regulations and the Securities shall not be eligible to be sold except as may be permitted, from time to time, under the SEBI Regulations.

RESOLVED FURTHER THAT in case of a qualified institutions placement pursuant to ICDR Regulations, the allotment of Securities (or any combination of the Securities as decided by the Board) shall only be to Qualified Institutional Buyers, such Securities shall be fully paid-up and the allotment of such Securities shall be completed within 12 months from the date of this resolution at such price being not less than the price determined in accordance with the pricing formula provided under the ICDR Regulations.

RESOLVED FURTHER THAT the Company may, in accordance

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with applicable laws, also offer a discount of such percentage as permitted under applicable laws on the price calculated in accordance with the pricing formula provided under the SEBI Regulations.

RESOLVED FURTHER THAT in the event that Equity Shares are issued to qualified institutional buyers under ICDR Regulations, the relevant date for the purpose of pricing of the Equity Shares shall be the date of the meeting in which the Board decides to open the proposed issue of Equity Shares and at such price being not less than the price determined in accordance with the pricing formula provided under the ICDR Regulations.

RESOLVED FURTHER THAT in the event that convertible securities and/ or warrants which are convertible into Equity Shares of the Company are issued simultaneously with nonconvertible debentures to qualified institutional buyers under the ICDR Regulations, the relevant date for the purpose of pricing of such securities, shall be the date of the meeting in which the Board decides to open the issue of such convertible securities and/or warrants simultaneously with non-convertible debentures or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares and at such price being not less than the price determined in accordance with the pricing formula provided under the ICDR Regulations.

RESOLVED FURTHER THAT in the event of issue of Securities, the number of Equity Shares and / or conversion price in relation to Equity Shares that may be issued and allotted on conversion shall be appropriately adjusted for corporate actions including bonus issue, rights issue, split and consolidation of share capital, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate restructuring exercise.

RESOLVED FURTHER THAT in the event the Securities proposed to be issued as ADRs or GDRs or FCCBs, pursuant to the provisions of the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and other applicable pricing provisions issued by the Ministry of Finance, the relevant date for the purpose of pricing the Securities to be issued pursuant to such issue shall be the date of the meeting in which the Board or duly authorised committee of directors decides to open such issue or such date as may be decided by the Board subject to relevant provisions of the applicable law, rules and regulations as may be amended from time to time, in relation to proposed issue of securities.

RESOLVED FURTHER THAT the issue to the holders of the Securities, which are convertible into or exchangeable with equity shares at a later date shall be, inter alia, subject to the following terms and conditions:

• (a) in the event the Company is making a bonus issue by way of capitalization of its profits or reserves prior to the

allotment of the Equity Shares, the number of Equity Shares to be allotted shall stand augmented in the same proportion in which the equity share capital increases as a consequence of such bonus issue and the premium, if any, shall stand reduced pro tanto;

• (b) in the event of the Company making a rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares will stand increased in the same proportion as that of the rights offer and such additional Equity Shares shall be offered to the holders of the Securities at the same price at which they are offered to the existing shareholders;

• (c) in the event of merger, amalgamation, takeover or any other re-organization or restructuring or any such corporate action, the number of Equity Shares, the price and the time period as aforesaid shall be suitably adjusted; and

• (d) in the event of consolidation and/ or division of outstanding Equity Shares into smaller number of Equity Shares (including by way of stock split) or re- classification of the Securities into other securities and/ or involvement in such other event or circumstances which in the opinion of concerned stock exchange requires such adjustments, necessary adjustments will be made.

RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and subject to approval, consents, permissions, if any of any governmental body, authority or regulatory institution including any conditions as may be prescribed in granting such approvals or permissions by such governmental authority or regulatory institution, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with international practices to provide for the tradability and free transferability thereof as per the prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of dividend, issue of additional Equity Shares, variation of the conversion price of the Securities or period of conversion of Securities into Equity Shares during the duration of the Securities and the Board be and is hereby authorised in its absolute discretion in such manner as it may deem fit, to dispose of such of the Securities that are not subscribed.

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolutions including any offer, issue or allotment of Equity Shares or Securities or instruments representing the same, as described above, the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of terms and conditions for issuance of Securities

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including the number of Securities that may be offered in domestic or international markets and proportion thereof, timing for issuance of such Securities, issue price, face value, premium amount on issue/ conversion of the Securities, if any, rate of interest, creation of mortgage/ charge in accordance with provisions of the Companies Act, 2013 and shall be entitled to vary, modify or alter any of the terms and conditions as it may deem expedient, entering into and executing arrangements for managing, underwriting, marketing, listing, trading and providing legal advice as well as acting as depository, custodian, registrar, stabilizing agent, paying and conversion agent, trustee, escrow agent and executing other agreements, including any amendments or supplements thereto, as necessary or appropriate and to finalise, approve and issue any document(s), including but not limited to prospectus and/or letter of offer and/ or placement document and/or offering circular and/or offer document and/or documents and agreements including filing of registration statements, prospectus and other documents (in draft or final form) with any Indian or foreign regulatory authority or stock exchanges and sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and take all steps which are incidental and ancillary in this connection, including in relation to utilization of the issue proceeds, as it may in its absolute discretion deem fit without being required to seek further consent or approval of the members of the Company (“Members”) or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity Shares or Securities or instruments representing the same, as described above, the Board be and is hereby authorised on behalf of the Company to seek listing of any or all of such Securities on one or more Stock Exchanges in India or outside India and the listing of Equity Shares underlying the ADRs and/or GDRs on the Stock Exchanges in India.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of its powers herein conferred to any Committee or one or more such Directors as authorized and empowered to take such steps and to do all such acts, deeds, matters and things and accept any alterations or modifications as they may deem fit and proper and give such directions as may be necessary to settle any question or difficulty that may arise in this regard.”

By order of the Board For MBL Infrastructure Ltd.

Date: 11[th] April, 2026 Anubhav Maheshwari Place: New Delhi Company Secretary

Notes:

1. Explanatory Statement pursuant to Section 102 and 110 of the Act, and any other applicable provisions of the Act, the Rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS-2), setting out material facts and reasons thereof for the proposed resolutions, forming part of the Notice, is annexed herewith.

2. Pursuant to the provisions of the Companies Act, 2013 read with Rule therein and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars, the Company is providing e-voting facility to its members. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency.

3. In accordance with MCA circulars, physical copies of the notice are not being sent to members for this postal ballot. Members are requested to provide their assent or dissent through e-voting only.

4. (a) In compliance with the MCA Circulars, the Notice is being sent by electronic mode alone to those Members whose names appear in the Register of Members / List of Beneficial Owners maintained by the Company / Depositories as on 10[th] April, 2026 and whose e-mail IDs are registered with the Company / Depositories.

5. (b) Members who have already registered their email addresses are requested to get their email addresses validated with their Depository Participants / the Company’s Registrar and Share Transfer Agent, MUFG Intime India Pvt. Ltd to enable servicing of notices / documents / Annual Reports electronically to their email address.

6. Members holding shares in physical mode and who have not registered /updated their email address with the Company are requested to register /update the same by writing to the Company with the details of Folio number and attaching a selfattested copy of PAN card at delhi@mblinfra.com or at delhi@ in.mpms.mufg.com.

7. The voting rights of the members will be in proportion to their shares to the total paid up capital of the Company as on cut-off date i.e. 10[th] April, 2026. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

8. All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from 16[th] April, 2026 to 15[th] May, 2026. Members seeking to inspect such documents can send an email to cs@mblinfra.com.

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1. The resolutions shall be deemed to be passed on 15[th] May, 2026 being the last date specified by the Company for e-voting. The declared results along with the Scrutinizer’s Report will be available forthwith on the website of the Company www. mblinfra.com and on the website of NSDL. Such results will also be displayed on the Notice Board at the Registered Office as well as the Corporate Office of the Company and shall be forwarded to the National Stock Exchange of India Limited and BSE Limited.

2. Members may please note that the Postal Ballot Notice will also be available on the website of the Company at www.mblinfra.com, website of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL i.e. www.evoting.nsdl.co.in.

THE INSTRUCTIONS FOR REMOTE E-VOTING

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

(A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1.	For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period

Type of Login Method shareholders

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https:// eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial Owner ” icon under “ Login ” which is available under ‘ IDeAS ’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “ Access to e-Voting ” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Type of Login Method shareholders

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

Individual 1. Users who have opted for CDSL Easi Shareholders / Easiest facility, can login through holding their existing user id and password. securities in Option will be made available to reach demat mode e-Voting page without any further with CDSL authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

2. If the user is not registered for Easi/ Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

3. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available on www. cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Type of Login Method shareholders

Individual You can also login using the login Shareholders credentials of your demat account through (holding your Depository Participant registered securities with NSDL/CDSL for e-Voting facility. upon in demat logging in, you will be able to see e-Voting mode) login option. Click on e-Voting option, you will be through their redirected to NSDL/CDSL Depository site depository after successful authentication, wherein you participants can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk. evoting@cdslindia.com or contact at toll free no. 1800 21 09911.

• (B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile..

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding Your User ID is: shares i.e. Demat (NSDL or CDSL) or Physical a) For Members who 8 Character DP ID hold shares in demat followed by 8 Digit Client account with NSDL. ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. b) For Members who 16 Digit Beneficiary ID hold shares in demat For example if your account with CDSL. Beneficiary ID is 12** then your user ID is 12** c) For Members holding EVEN Number followed by shares in Physical Folio Number registered Form. with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**

your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

              - (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

        6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

           - (a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

           - (b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

           - (c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

           - (d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

     7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

     8. Now, you will have to click on “Login” button.

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is

5. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system. How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

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1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

2. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHAREHOLDERS

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to anjaliyadav. associates@gmail.com with a copy marked to evoting@nsdl. co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.co.in or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL and/ or Mr. Amit Vishal, Deputy Vice President, NSDL at evoting@nsdl.co.in

4. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:

5. (a) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to cs@mblinfra.com/ delhi@ in.mpms.mufg.com.

6. (b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self- attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to cs@mblinfra.com/ delhi@in.mpms.mufg.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

7. (c) Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

8. (d) In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 1:

The Shareholders of the Company in Annual General Meeting held on 7[th] August, 2021 had appointed Mr. Ram Dayal Modi as an Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. 13[th] May, 2021.

Pursuant to provisions of the Companies Act, 2013, an Independent Director shall hold office for a term of upto 5 (five) consecutive years on the Board of the company but shall be eligible for re-appointment for another term of five years, subject to approval of shareholders. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, approval of shareholders for re-appointment is taken at the next general meeting or within a time period of three months from the date of appointment/re-appointment, whichever is earlier.

Mr. Ram Dayal Modi is gold medalist in MA (Political Science), University of Udaipur, Rajasthan and holds certified Associate of Indian Institute of Bankers (Part 1 ). He has over four decades of rich experience in Banking and Financial Services with SBI Group and has expertise in area of Credit, Forex, Project Appraisal & Funding, Business Planning, Branch Expansion, Training System, Operations & Branch Banking, Technical & Management Consultancy.

The Company has received requisite consent and declarations from Mr. Ram Dayal Modi including confirmation that he meets the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Ram Dayal Modi is not related to any existing Director of the Company and has confirmed that he is not debarred from holding the office of Director by virtue of any order passed by SEBI or any such authority.

In the opinion of the Board, he fulfils the conditions specified in the Act and Rules made thereunder for his re-appointment as an Independent Director of the Company and he is independent of the Management of the Company. He possesses appropriate skills, expertise and competencies in the contest of the Company’s businesses, particularly in the areas of industry knowledge, strategic insight and business management, which are in alignment with the skills and competencies identified by Nomination & Remuneration Committee and the Board, for the Directors of the Company. Mr. Ram Dayal Modi expertise and diverse experience will be a valuable guidance for the benefit of the Company.

The Board of Directors (‘Board”) in its meeting held on 11[th] April 2026 on the recommendation of Nomination & Remuneration Committee, re-appointed Mr Ram Dayal Modi as an Independent Director of the Company not liable to retire by rotation for a second term of five consecutive years w.e.f. 13[th] May 2026 to 12[th] May 2031, subject to

approval of shareholders of the Company.

A copy of draft letter of appointment of Mr. Ram Dayal Modi as an Independent Director setting out terms and conditions of appointment is available for electronic inspection for members through electronic mode. A brief profile of Mr. Ram Dayal Modi is also available on the website of the Company www.mblinfra.com.

The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. Ram Dayal Modi for the office of Director of the Company.

Additional information in respect of Mr. Ram Dayal Modi, pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings is appearing in the Annexure to this Notice.

None of the Directors or Key Managerial Personnel including their relatives except Mr. Ram Dayal Modi, is in any way, concerned or interested, in the said resolution. The Board recommends the Special Resolution as set out in Item No. 1 of the Notice for approval by the Members.

ITEM NO. 2:

The Company is taking approval of the members to raise funds to meet requirement of Capital Expenditure for purchase of Plant, Machinery &/ Equipment, Funding of Working Capital Requirements, Repayment in terms of Resolution Plan, Resolution for subsidiary Companies and General Corporate Purposes upto Rs. 300 Crores (Rupees Three Hundred Crores Only) or its equivalent thereof in one or more tranches, by way of placement of Equity Shares to qualified institutional buyers through Qualified Institutions Placement (“QIP”)/ Private Placement in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “ICDR Regulations”) and/ or private placement in international markets through ADRs/GDRs or foreign currency convertible bonds or issue of fully convertible debentures/partly convertible debentures/ optionally convertible debentures, preference shares convertible into Equity Shares, and/or any other financial instruments or securities convertible into Equity Shares or with or without detachable warrants with a right exercisable by the warrant holders to convert or subscribe to the Equity Shares or otherwise, in registered or bearer form, whether rupee denominated or denominated in foreign currency or a Public Issue or any other methods.

The QIP/private placement may be consummated in one or more tranches at such time or times at such price as the Board may in its absolute discretion decide, subject, however, to the ICDR Regulations and the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and other applicable guidelines, notifications, rules and regulations.

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The Board may in their discretion, subject to applicable laws, adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the members of the Company.

The pricing of the Securities that may be issued to qualified institutional buyers pursuant to a QIP shall be freely determined subject to such price not being less than the price calculated in accordance with Chapter VIII of the ICDR Regulations.

The Special Resolution enables the Board to create, issue, offer and allot Equity Shares, GDRs, ADRs, Foreign Currency Convertible Bonds, Convertible Debentures and such other Securities as stated in the resolution (the ‘Securities’) at such price as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categories of Investors to whom the issue, offer, and allotment shall be made considering the prevalent market conditions and other relevant factors and wherever necessary, in consultation with Merchant Bankers, Advisors, Underwriters, etc, inclusive of such premium, as may be determined by the Board in one or more tranche(s), subject to SEBI (ICDR) Regulations and other applicable laws, rules and regulations.

The Equity Shares allotted would be listed on one or more stock exchanges in India. The offer/ issue / allotment would be subject to obtaining necessary regulatory approvals, if applicable. The conversion of Securities held by foreign investors into Equity Shares would be subject to the applicable foreign investment cap and relevant foreign exchange regulations. As and when the Board takes a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The detailed terms and conditions for the offer will be determined by the Board in consultation with the Advisors, Merchant Bankers, Underwriters and such other authority or authorities as may be required to be consulted by the Company considering the prevalent market conditions from time to time and in accordance with the applicable provisions of law, rules and regulations and other relevant factors.

The Equity Shares allotted or arising out of conversion of any Securities would be listed. The issue / allotment / conversion of Securities would be subject to the receipt of regulatory approvals, if any. Further the conversion of Securities held by foreign investors, into Equity Shares would be subject to the permissible foreign shareholding limits / cap specified by Reserve Bank of India, from time to time.

Pursuant to the provisions of Section 42, 62 and 71 of the Companies Act, 2013 (‘the Act’) including any rules made thereunder and any other provision of the said Act, as may be applicable and the relevant provisions of the listing obligations with the stock exchanges and any other applicable laws, the issue of securities comprising equity shares, foreign currency convertible bonds, ADR’s, GDR’s, non-convertible debentures and / or issue of debentures on private placement, convertible debentures, etc, will require the prior approval of the Members by way of a Special Resolution.

This Special Resolution at Item No. 2, if passed, will have the effect of permitting the Board to offer, issue and allot Equity Shares to the investors who may or may not be the existing shareholders of the Company.

The Directors and Key Managerial Personnel of the Company and their relatives thereof may be deemed to be concerned or interested in the passing of resolution to the extent of securities issued / allotted to them or to the companies in which they are director or member.

None of the Directors or Key Managerial Personnel including their relatives is, in any way, concerned or interested, in the said resolution. The Board recommends the special resolution as set out in Item No. 2 of the Notice for approval by the Members.

By order of the Board For MBL Infrastructure Ltd. Anubhav Maheshwari Company Secretary

Date: 11[th] April, 2026 Place: New Delhi

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Annexure to the Postal Ballot Notice dated 11[th] April, 2026

Details of Director seeking re-appointment pursuant to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015) and Secretarial Standard-2

Regulations, 2015) and	Secretarial Standard-2
Name of the Director	Ram Dayal Modi
Age inyears	74 Years
Category of Directorship	Independent
DIN	03047117
Qualifcation	a) MA (Political Science), University of Udaipur, Rajasthan. b) Holds Certifed Associate of Indian Institute of Bankers (Part I).
Experience (including Expertise in specifc functional areas)/ Brief Resume	More than four decades of rich experience in Banking and Financial services with SBI Group. Please refer company’s website www.mblinfra. com
Terms and conditions for appointment/re-appointment	He is being re-appointed as an Independent Director of the Company for a second term of 5 (fve) consecutive years w.e.f. 13thMay, 2026, not liable to retire byrotation.
Details of remuneration and remuneration last drawn	He will be entitled for sitting fees for attending the meetings of the Board, Independent Directors and various Committees of Directors.
Date on which frst appointed on the Board	13.05.2021
Details of shareholding in the Company	Nil
Relationship with other Directors/Key Managerial personnel (if any)	None
Number of Board Meetings attended during theyear	None.
Details of Directorships in other Companies	1. PG Electroplast Limited
Details of Committee chairmanship and memberships in other Companies	PG Electroplast Limited 1. Audit Committee-Chairman 2. Nomination & Remuneration Committee – Chairman 3. Corporate Social Responsibility Committee- Chairman 4. Stakeholders Relationship Committee -Chairman 5. Risk Management Committee- Member

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