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M.M.Forgings Ltd. — Proxy Solicitation & Information Statement 2026
Mar 30, 2026
63266_rns_2026-03-30_5fea891d-6a8f-4208-87a3-f78ada3cfb95.pdf
Proxy Solicitation & Information Statement
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Date: 30 March 2026
The Deputy General Manager National Stock Exchange of India Ltd. Corporate Relationship Department. ‘Exchange Plaza’, Bandra – Kurla Complex, Bombay Stock Exchange Limited, Bandra (E), Mumbai – 400 051 Rotunda Building, P.J. Towers, First Floor, New Trading Wing, Dalal Street, MUMBAI –400 001
Dear Sirs,
Ref.: NSE: security code- MMFL –EQ; BSE: Security Code -522241 SUB: Postal Ballot seeking consent of the shareholders of the Company:
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in continuation of our earlier intimation dated 25 March 2026, we enclose the Postal Ballot Notice circulated to the shareholders of the Company seeking their approval.
The Company has completed the dispatch of the Postal Ballot Notice through electronic mode to shareholders whose email addresses are registered with Cameo Corporate Services Limited / Depositories. A communication has also been sent to shareholders holding shares in physical form and whose email addresses are not registered, providing the web link to access the Postal Ballot Notice and the Postal Ballot Form on the Company’s website at www.mmforgings.com. Shareholders may cast their vote either through e-voting or by way of the postal ballot process.
This is for your kind information please.
Thanking you, Yours faithfully, For M M FORGINGS LIMITED
Chandr Digitally signed by Chandrasekar S Date: 2026.03.30 asekar S 19:11:45 +05'30' Chandrasekar S Company Secretary Encl: a/a
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POSTAL BALLOT NOTICE M M FORGINGS LIMITED
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M M FORGINGS LIMITED (CIN L51102TN1946PLC001473) Registered Office: SVK Towers, 8[th] Floor, A25, Industrial Estate, Guindy, Chennai – 600032 Email: [email protected]; Web: www.mmforgings.com Phone: 044-7160 1000, Fax: 044-7160 1010
POSTAL BALLOT NOTICE
(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)
To the Members of the Company,
NOTICE is hereby given that the resolution set out below is proposed for approval by the members of M M Forgings Limited (the “ Company ”) by means of Postal Ballot, through remote e-Voting facility (“ e-Voting ”) provided to the members to cast their votes electronically, pursuant to Section 110 and 108 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and amendments thereto, (the “ Rules ”), and in accordance with the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (" MCA Circulars "), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ Listing Regulations ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
The Company is currently considering a number of attractive growth opportunities, both organic and inorganic. In order to enable the Company to swiftly execute on these opportunities, the board deemed appropriate to augment the capital base to provide the necessary fire power for quick execution. It is proposed to raise the capital by way of issuance of equity shares and / or other securities convertible into equity shares (including warrants, or otherwise), fully convertible debentures, partly convertible debentures, non-convertible debentures with or without warrants and/ or convertible preference shares or any security convertible into equity shares (collectively “ Securities ”) through permissible modes, for an aggregate amount not exceeding ₹600 crores (Rupees Six Hundred Crores) or an equivalent amount thereof by way of one or more qualified institutions placement (‘ QIP ’) or through any other permissible mode and/or combination thereof, in one or more tranches, as may be considered appropriate under applicable law, subject to such regulatory/statutory approvals as may be required and the approval of shareholders of the Company. This is an enabling resolution only. The process will be launched at an appropriate time, considering pricing, dilution and trajectory of equity markets.
The Company is pleased to provide the facility of voting through electronic means to enable members to cast their votes on the Resolution by selecting the appropriate option. The proposed resolution, together with the Explanatory Statement, pursuant to Section 102(1) of the Act setting out the material facts and reasons thereto, and the detailed procedure / instructions for the e-Voting, are annexed hereto.
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POSTAL BALLOT NOTICE M M FORGINGS LIMITED
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The Board of Directors, through resolution dated 25 March 2026, has appointed Shri. M. Damodaran, Practicing Company Secretary, Managing Partner of M Damodaran & Associates LLP as the Scrutinizer, for conducting the postal ballot process, including e-Voting, in a fair and transparent manner.
The Company has engaged Central Depository Services (India) Limited (CDSL), for facilitating the members to communicate their assent or dissent through ''electronic means'' in respect of the resolution.
The e-Voting period commences at 9.00 a.m. (IST) on Tuesday, 31 March 2026 and will conclude at 5.00 p.m. (IST) on Wednesday, 29 April 2026 . Thereafter, the e-Voting will be disabled and voting shall not be allowed beyond the said time. Based on the Scrutinizer’s Report, the results of remote e-Voting will be declared by the Chairman and Managing Director or any one of the directors of the Company, as authorized, at its Registered Office of the Company on 30 April 2026. The results will also be posted on the Company’s website viz., www.mmforgings.com besides being communicated to the Stock Exchanges, where the Company’s shares are listed.
The last date of voting, i.e., Wednesday, the 29 April 2026 will be taken as the date of passing of the said Resolution by the members of the Company, subject to the votes cast in favour of the resolutions being not less than three times the votes cast against the resolution.
The Notice of Postal Ballot along with the Ballot form have also been placed on the Company's website viz., www.mmforgings.com for use by the Members.
SPECIAL BUSINESS
Item No. 1
Increase in the Authorized Share Capital of the Company and consequent Alteration of capital clause of Memorandum of Association 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 Sections 13, 14, 61 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and in accordance with the provisions of the Articles of Association of the Company, consent of the members of the Company is hereby accorded for increase in the Authorized Share Capital of the Company from ₹51,00,00,000 (Rupees Fifty One Crores only) divided into 5,10,00,000 (Five Crores Ten Lakhs) equity shares of ₹10 each to ₹61,00,00,000 (Rupees Sixty-One Crores only) divided into 6,10,00,000 (Six Crores Ten Lakhs) equity shares of ₹10 each.
RESOLVED FURTHER THAT pursuant to Section 13, 61 and other applicable provisions, if any, of the Companies Act, the approval of the Members of the Company is hereby accorded for substituting the existing Clause V of the Memorandum of Association of the Company be replaced with the following new Clause V:
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V. The Capital of the Company is ₹61,00,00,000 divided into 6,10,00,000 Equity Shares of ₹10/- each with power to increase or reduce such capital as per provisions of the Companies Act and to issue the same as Equity Shares.
RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Committee of the Board or any officer(s) authorized by the Board of Directors, are hereby authorized to do all such acts, deeds, matters and things whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.
Item No. 2
Raising of funds in one or more tranches, by issuance of equity shares and/or other securities:
To consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to sections 23, 42, 62, 179 and other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder (“ the Act ”) (including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014), and each including any amendment(s), statutory modification(s), or re-enactment(s) thereof for the time being in force and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ SEBI LODR Regulations ”) and the Foreign Exchange Management Act, 1999 including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, or the rules, regulations, circulars or notifications issued thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended, the listing agreements entered into by the Company with the stock exchanges where the equity shares of face value of ₹10 each of the Company are listed (“ Stock Exchanges ”), and such equity shares, the (“ Equity Shares ”), and any other provisions of applicable law (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines issued by the Government of India (“GOI”), Ministry of Corporate Affairs (“MCA”), Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”), Stock Exchanges, Registrar of Companies, Tamil Nadu at Chennai (“RoC”) and such other statutory / regulatory authorities), and subject to all approvals, permissions, consents, and/or sanctions as may be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GOI, RoC, or any other concerned statutory / regulatory authority, and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions, consents, and/or sanctions by any of the aforesaid authorities, which may be agreed to by the board of directors of the Company (“Board”), which term shall include any committee which the Board of Directors may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution), approval of the members of the Company be and is hereby accorded to the Board to create, offer, issue and
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allot such number of Securities ( as defined hereinafter ), for cash, with or without green shoe option, by way of an issuance of any instrument or security, including equity shares or any other equity based instruments or any combination thereof (all of which are hereinafter referred to as (“ Securities ”), in one or more tranches and/or one or more issuances, simultaneously or otherwise for an aggregate amount of up to and not exceeding ₹600 crores (inclusive of such discount or premium to market price or prices permitted under applicable law), whether rupee denominated or denominated in one or more foreign currencies, including by way of a private placement(s), qualified institutions placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws to the eligible investors in the course of domestic or international offerings, through issue of offer document and/or placement document and/or private placement offer letter (along with the application form) and/or other permissible/ requisite offer documents or other permissible/requisite documents/writings/circulars/memoranda in such a manner to any eligible person, including qualified institutional buyers in accordance with the Chapter VI of the SEBI ICDR Regulations, or otherwise, foreign/ resident investors (whether institutions, banks, incorporated bodies, mutual funds, individuals, trustees, stabilizing agent or otherwise), venture capital funds, alternative investment funds, foreign portfolio investors, Indian and/or multilateral financial institutions, mutual funds, non-resident Indians, pension funds and/or any other categories of investors, who are authorised to invest in the Securities of the Company as per extant regulations/guidelines or any combination of the above, whether they being existing holders of the Securities or not (collectively referred to as the “ Investors ”), on such terms and conditions as may be deemed appropriate and as may be decided by the Board in its absolute discretion and permitted under applicable laws and regulations, at such price or prices, at a discount or premium to market price or prices permitted under applicable laws, with authority to retain over subscription up to such percentage as may be permitted under applicable regulations and in such manner and on such terms and conditions, including the discretion to determine the categories of Investors to whom the offer, issue and allotment of Securities shall be made to the exclusion of others, in such manner as may be prescribed under applicable laws, and without requiring any further approval or consent from the members considering the prevailing market conditions and/or other relevant factors, and wherever necessary, in consultation with the book running lead managers and/or other advisors appointed by the Company and the terms of the issuance as may be permitted by SEBI, the Stock Exchanges, RBI, MCA, GOI, ROC, or any other concerned governmental/statutory/regulatory authority in India or abroad, together with any amendments and modifications thereto (“ Issue ”).
RESOLVED FURTHER THAT in the event Company proposes to issue and allot any Securities by way of Qualified Institutions Placement ( “QIP” ) to Qualified Institutional Buyers ( “QIBs” ) in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning of SEBI ICDR Regulations):
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I. The Eligible Securities to be so created, offered, issued, and allotted, shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company;
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II. the allotment of Securities shall only be made to Qualified Institutional Buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations;
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III. The allotment of the Eligible Securities shall be completed within 365 days from the date of passing of the special resolution by the Shareholders or such other time as may be allowed under the Act and/ or SEBI ICDR Regulations and/or applicable and relevant laws/guidelines, from time to time;
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IV. The Equity Shares which are proposed to be allotted through QIP or pursuant to conversion or exchange of eligible Securities being offered through QIP, have been listed on a stock exchange for a period of at least one year, calculated on a date prior to issuance of this notice to shareholders of the Company;
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V. The Equity Shares issued and allotted under the Issue or allotted upon conversion of the equity linked instruments issued in QIP shall rank pari-passu inter se in all respects including with respect to entitlement to dividend, voting rights or otherwise with the existing Equity Shares of the Company in all respects;
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VI. The relevant date for determination of the floor price of the Eligible Securities to be issued shall be:
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(i) in case of allotment of Equity Shares, the date of meeting in which the Board decides to open the issue, and/or,
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(ii) in case of allotment of eligible convertible Securities, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board;
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VII. The Eligible Securities (excluding warrants) shall be allotted as fully paid up;
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VIII. The issuance and allotment of the Securities by way of the QIP shall be made at such price that is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations (“ Floor Price ”), the Act and other applicable laws, and the price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations. However, the Board, in consultation with the book running lead manager, may offer a discount of not more than 5% or such other percentage as may be permitted under applicable law on the Floor Price;
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IX. The number and/or price of the Eligible Securities or the underlying Equity Shares issued on conversion of Eligible Securities shall be appropriately adjusted for corporate actions such as rights issue, stock split or consolidation of shares, reclassification of equity shares into other securities, issue of equity shares by way of capitalisation of profit or reserves, or any such capital or corporate restructuring;
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X. In accordance with Regulation 176(3) under Chapter VI of SEBI ICDR Regulations, no partly paid-up Equity Shares or other Securities shall be issued / allotted;
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XI. In accordance with Regulation 179(2) under Chapter VI of SEBI ICDR Regulations, a minimum of 10% of the Eligible Securities shall be issued and allotted to Mutual Funds and if Mutual Funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion or part thereof, may be allotted to other QIBs;
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XII. The Eligible Securities shall not be eligible to be sold by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted under the SEBI ICDR Regulations from time to time;
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XIII. No single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations; It is clarified that qualified institutional buyers belonging to the same group or who are under same control shall be deemed to be a single allottee;
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XIV. The Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed by the SEBI, from the date of the QIP to be undertaken pursuant to the special resolution;
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XV. The tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment; and
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XVI. Application for allotment of Eligible Securities, and allotment of Eligible Securities through the QIP shall be in accordance with the criteria provided under Chapter VI of the SEBI ICDR Regulations. No allotment shall be made, either directly or indirectly, to any QIB who is a promoter, or any person related to the promoters of the Company.
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XVII. The credit rating agency will monitor the use of proceeds and submit its report in the specified format of Schedule XI of SEBI ICDR Regulations on quarterly basis till hundred percent of the proceeds have been utilized;
RESOLVED FURTHER THAT in accordance with Regulation 171 of the SEBI ICDR Regulations, the ‘ Relevant Date’ for determination of the floor price of the Equity Shares to be issued pursuant to QIP shall be the date of meeting in which the Board decides to open the QIP and in the event other eligible securities are issued to QIBs by way of QIP, the ‘Relevant Date’ for pricing of such Other Eligible Securities shall be either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as determined by the Board.
RESOLVED FURTHER THAT the consent of the members of the Company is hereby accorded to Board or its duly constituted committee, if any, thereof, to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities or as may be necessary in accordance with the terms of the offering. All such Equity Shares shall rank pari-passu with the existing Equity Shares in all respects.
RESOLVED FURTHER THAT in case of offering of any Securities, including without limitation any securities convertible into equity shares, consent of the members of the Company is hereby accorded to the Board to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any such Securities referred to above in accordance with the terms of issue/ offering in respect of such Securities and such equity shares shall rank pari passu with the existing equity shares of the Company in all respects, except as may be provided otherwise under the terms of issue/ offering and in the offer document and/or placement document and/or offer letter and/or offering circular and/or listing particulars, in accordance with the applicable laws.
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RESOLVED FURTHER THAT for the purpose of giving effect to creation, offer, issue, allotment or listing of the Securities pursuant to the offering, the Board is hereby authorized, to take all actions and do all such acts, deeds, actions and sign such documents as may be required in furtherance of, or in relation to, or ancillary to, the offering, including but not limited to the negotiation, finalization and approval of the draft as well as final offer document(s), placement document, and any addenda or corrigenda thereto with the Regulatory Authorities, as may be required, placement agreement, escrow agreement, monitoring agency agreement, agreement with the depositories and other necessary agreements, memorandum of understanding, deeds, general undertaking/indemnity, certificates, consents, communications, affidavits, applications (including those to be filed with regulatory authorities, if any) (the “ Transaction Documents ”) (whether before or after execution of the Transaction documents) together with all other documents, agreements, instruments, letters and writings required in connection with, or ancillary to, the Transaction Documents (the “Ancillary Documents”) as may be required or necessary for the aforesaid purpose, including to sign and/or dispatch all forms, filings, documents and notices to be signed, submitted and/or dispatched by it under or in connection with the documents to which it is a party as well as to execute any amendments to the Transaction Documents and the Ancillary Documents, and to determine the form and manner of the offering, identification and class of the Investors to whom the Securities are to be offered, utilization of the issue proceeds and if the issue size exceeds ₹ 100 crore, the Board must make arrangements for the use of proceeds of the issue to be monitored by a credit rating agency registered with SEBI, in accordance with SEBI.
RESOLVED FURTHER THAT the issue and allotment of securities, if any, made to NRIs, FPIs and/or other eligible foreign investors pursuant to this resolution shall be subject to the approval of the RBI under the Foreign Exchange Management Act, 1999 as may be applicable but within the overall limits as set forth thereunder.”
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or a committee thereof, in consultation with the lead manager, advisors and/or other intermediaries as may be appointed in relation to the Issue, is hereby authorized to do such acts, deeds, matters and take all steps as may be necessary including without limitation, the determination of the terms and conditions of the QIP including among other things, the date of opening and closing of the QIP, the class of investors to whom the Securities are to be issued, determination of the number of Securities, tranches, issue price, finalisation and approval of preliminary and final placement document(s), interest rate, listing, premium/discount, permitted under applicable law (now or hereafter), conversion of Securities, if any, redemption, allotment of Securities, listing of securities at Stock Exchange(s) and to sign and execute all deeds, documents, undertakings, agreements, papers, declarations and writings as may be required in this regard including without limitation, the private placement offer letter (along with the application form), information memorandum, disclosure documents, the preliminary placement document and the placement document, placement agreement, escrow agreement and any other documents as may be required, approve and finalise the bid cum application form and confirmation of allocation notes, seek any consents and approvals as may be required, provide such declarations, affidavits, certificates, consents and/or authorities as required from time to time, finalize utilisation of the proceeds of the QIP, give instructions or directions and/or settle all questions, difficulties or doubts that may arise at any stage from time to time, and give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions as may be required by the SEBI, the MCA, the book running
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lead manager, or other authorities or intermediaries involved in or concerned with the QIP or any other mode of issuance of Securities and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise, and that all or any of the powers conferred on the Board pursuant to this resolution may be exercised by the Board to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and all actions taken by the Board or any committee constituted by the Board to exercise its powers, in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects.
RESOLVED FURTHER THAT the Board or duly constituted committee thereof, is hereby authorized by the members of the Company to approve, finalise, execute, ratify, and/or amend/modify agreements and documents, including any power of attorney, lock up letters, and agreements in connection with the appointment of any intermediaries and/ or advisors (including for marketing, listing, trading and appointment of book running lead manager/ legal counsel/ bankers/ advisors/ registrars/ and other intermediaries as required) and to pay any fees, commission, costs, charges and other expenses in connection therewith.
RESOLVED FURTHER THAT the Board or duly constituted committee thereof is authorised by the members of the Company to seek the listing of Eligible Securities on any stock exchange(s) submitting the listing applications to such stock exchange(s) and taking all actions that maybe necessary in connection with obtaining such listing approvals (both inprincipal and final listing and trading approvals), filing of requisite documents/making declarations with the MCA, RoC, RBI, SEBI and any other statutory/regulatory authority(ies), and any other deed(s), document(s), declaration(s) as may be required under the applicable laws as maybe necessary to give effect to this resolution.
RESOLVED FURTHER THAT the Board or duly constituted committee, thereof is authorised by the members of the Company to open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board.
RESOLVED FURTHER THAT subject to applicable law, the Board is hereby authorized to delegate all or any of the powers herein conferred to any director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things and also to execute such documents, writings etc., and to represent the Company before any governmental authorities, as may be necessary to give effect to this resolution.
RESOLVED FURTHER THAT Shri. Vidyashankar Krishnan, Chairman and Managing Director or any Director or the Company Secretary of the Company are hereby severally authorised to certify the true copy of this resolution and forward the same to any person or authority for their record and necessary action.”
BY ORDER OF THE BOARD For MM FORGINGS LIMITED
Place: Chennai Date: 25 March 2026
CHANDRASEKAR S Company Secretary Membership No. A34736
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NOTES:
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An explanatory statement pursuant to Section 102 of the Act, setting out the material facts relating to the business to be transacted is annexed hereto.
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In compliance with Sections 108 and 110 of the Companies Act, 2013 and Rules made thereunder, the Company has provided the facility to the members to exercise their votes electronically through e‑Voting facility provided by CDSL. The instructions for electronic voting are annexed to this Notice.
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The voting rights of Members shall be in proportion to the paid-up value of their shares in the equity share capital of the Company as on the close of business hours on Friday, 27 March 2026 (“Cut Off date”). Only those Members whose names appear in the Company’s Register of Members / List of Beneficial Owners as on the close of business hours on Friday, 27 March 2026 will be considered for the purpose of e-Voting. However, a person who is not a member as on the cut-off date should treat this Notice for information purposes only.
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In compliance with the applicable MCA Circulars, the Postal Ballot Notice is being sent through electronic mode to those Members whose names appear in the Register of Members / Register of Beneficial Owners, as on Friday, 27 March 2026 (“Cut-Off Date”), received from the Depositories, for the purpose of dispatch of this Notice and determining voting rights, and whose e-mail addresses are registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. A communication is being sent to Members holding shares in physical form and whose e-mail addresses are not registered, informing them of the web-link where the Postal Ballot Notice and the Postal Ballot Form are available on the Company’s website at www.mmforgings.com. Such Members may also vote by submitting the Postal Ballot Form.
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Members may note that physical copies of the Postal Ballot Notice along with the Postal Ballot Form will be sent only upon specific request. Members desirous of obtaining the same may write to the Company at [email protected] quoting their Folio Number / DP ID and Client ID.
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Members who have not registered their e-mail addresses are requested to register the same with the Company's Registrar and Share Transfer Agent / Depository Participant(s) for sending future communication(s) in electronic form.
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Members may also update their mobile number and e-mail ID in the user profile details of their respective demat accounts / folio no., which may be used for sending future communication(s).
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In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address
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by submitting Form ISR-1 (available on the website of the Company at www.mmforgings.com) duly filled and signed along with requisite supporting documents to the Registrar and Share Transfer Agent, M/s. Cameo Corporate Services Limited (RTA) at Subramanian Building, No. 1, Club House Road, Chennai – 600002.
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The remote e-Voting period commences at 9.00 a.m. (IST) on Tuesday, 31 March 2026 and will conclude at 5.00 p.m. (IST) on Wednesday, 29 April 2026 for the members exercising their voting through remote e-Voting, thereafter remote e-Voting module will be disabled. During this period, members of the Company holding shares either in physical mode or in dematerialized mode, as on the Cut-off date may cast their vote electronically. Once a Member cast their vote on the Resolution, he or she will not be allowed to change it subsequently.
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Member may note that the Notice of the Postal Ballot is uploaded in the Company’s website i.e., www.mmforgings.com. The Notice can also be accessed from the websites of the 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 CDSL (agency for providing the Remote e-Voting facility) i.e., www.evotingindia.com.
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Resolutions passed through Postal Ballot by electronic means shall be deemed to have been passed at a general meeting. Voting by proxy is not permitted.
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All documents referred to in this Notice and the Explanatory Statement shall be available for inspection at the Registered Office of the Company between 11:00 a.m. and 1:00 p.m. (IST) on all working days up to the last date of e-Voting.
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Shri. M. Damodaran, Practicing Company Secretary, Managing Partner of M Damodaran & Associates LLP (M. No. 5837, C.P. No. 5081) has been appointed as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.
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The Scrutinizer shall submit the report to the Chairman & Managing Director or any Director authorized by the Board. The results shall be declared and placed on the Company’s website and communicated to the Stock Exchanges.
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Voting rights in respect of unclaimed shares held in MM Forgings Limited Unclaimed Suspense Account and Investors Education Protection Fund stand frozen in terms of Regulation 39 read with Schedule VI of the Listing Regulations and Section 124 of the Act respectively.
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Members requiring any clarification may contact the Company Secretary at [email protected].
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Norms for Updating KYC, Bank details and Nomination:
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Pursuant to SEBI Circular dated 17 November 2023, it is mandatory for holders of physical securities to furnish PAN, KYC details, bank account details, e-mail ID, mobile number and nomination. Dividend payments shall be made only through electronic mode, and noncompliant folios shall have their dividends transferred to the Unclaimed Dividend
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Account. Members are requested to submit Forms ISR-1, ISR-2, ISR-3 and SH-13 to the RTA. Upon updation, unpaid amounts shall be credited electronically. Members holding shares in demat form are informed that bank details registered with their Depository Participants will be used for dividend payments.
- The Company had issued bonus shares in the ratio of 1:1 in July 2024. Bonus shares relating to shareholders holding shares in physical form and who have not furnished demat details were transferred to the Unclaimed Suspense Account. Such shareholders are requested to update their demat and KYC details with the RTA to enable credit of bonus shares to their demat accounts.
THE INTRUCTIONS FOR MEMBERS TO VOTE THROUGH REMOTE E-VOTING FOR POSTAL BALLOT
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The voting period begins on 9.00 a.m. (IST) on Tuesday, the 31 March 2026 and will conclude at 5.00 p.m. (IST) on Wednesday, 29 April 2026 During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, Friday, 27 March 2026, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter.
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Details of Scrutinizer: Shri. M. Damodaran, Practicing Company Secretary, Managing Partner of M Damodaran & Associates LLP (Membership No. 5837, C P No. 5081).
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Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of the Listing Regulations, listed entities are required to provide remote e-Voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholder’s /retail shareholders is at a negligible level. Currently, there are multiple e-Voting Service Providers (ESPs) providing e-Voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-Voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process.
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
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- Step 1: Access through Depositories CDSL/NSDL e Voting system in case of individual shareholders holding shares in demat mode .
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(i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.
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(ii) Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
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Type of
Login Method
shareholders
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| Type of shareholders |
Login Method | Login Method |
|---|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL |
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URLs for users to login to Easi / Easiest are https://web.cdslindia.com/myeasitoken/Home/Login or visit CDSL websitewww.cdslindia.comand click on login icon and New System Myeasi Tab. 1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by Company. On clicking the e-Voting 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 or joining virtual meeting & voting during the meeting. 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 https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.comhome page or click or click on https://evoting.cdslindia.com/Evoting/EvotingLogin 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 e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders holding securities in demat mode with NSDL |
If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 held 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. |
|
|---|---|---|
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants |
1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/ CDSL for e-Voting facility. 2. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website 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., CDSL and NSDL.
| Important note:Members Forget User ID and Forget for Individual Shareholders to login through Depository |
who are unable to retrieve User ID/ Password are advised to us Password option available at abovementioned website. Helpdes holding securities in demat mode for any technical issues relate i.e., CDSL and NSDL. |
|---|---|
| Login Type | Helpdesk details |
| Individual Shareholders holding securities in Demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk [email protected] contact at toll free no. 1800 21 09911 |
| Individual Shareholders holding securities in Demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk [email protected] call at.: 022 - 4886 7000 and 022 - 2499 7000 |
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- Step 2: Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form:
The shareholders should log on to the e-Voting website www.e-Votingindia.com. Click on “Shareholders” module.
Now enter your User ID
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1.1. For CDSL: 16 digits beneficiary ID,
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1.2. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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1.3. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
Next enter the Image Verification (CAPTCHA) as displayed and Click on Login.
If you are holding shares in demat form and had logged on to www.e-Votingindia.com and voted on an earlier e-Voting of any Company, then your existing password is to be used.
If you are a first-time user follow the steps given below:
| Particulars | For Physical shareholders and other than individual shareholders holding shares in Demat. |
|---|---|
| PAN | Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
| Dividend Bank Details OR Date of Birth (DOB) |
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. If both the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field. |
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After entering these details appropriately, click on “SUBMIT” tab.
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Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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For shareholders holding shares in physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.
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Click on the EVSN for the relevant on which you choose to vote. Choose .
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On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.
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There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.e-Votingindia.com and register themselves in the “Corporates” module. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login will be mapped automatically and can be delink in case of any wrong mapping.
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It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz., [email protected], if they have voted from individual tab and not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.
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Process for those Shareholder whose e-mail / Mobile No. are not registered with the Company / Depositories:
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For Physical shareholders - please provide necessary details like Folio No., Name of the 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 Company/RTA email id.
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For Demat shareholders - Please update your email id and mobile no. with your respective Depository Participant (DP)
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For Individual Demat shareholders - Please update your e-mail id and mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting and joining virtual meetings through Depository.
If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013:
The following explanatory statement sets out all the material facts relating to the special business mentioned in the accompanying notice dated 25 March 2026 and shall be taken as forming part of the Notice.
Item No. 1
Increase in authorized Share Capital of the Company:
The existing Authorised Share Capital of the Company stands at ₹51,00,00,000/- (Rupees Fifty-One Crores only), comprising 5,10,00,000 (Five Crores Ten Lakhs) Equity Shares of ₹10/- (Rupees Ten only) each.
In view of the proposed issuance of securities referred to under Item No. 2 of this Notice (“ Issue ”), and subject to receipt of necessary statutory and regulatory approvals and subject to the approval of the shareholders, the Board of Directors at its meeting held on 25 March 2026 approved the proposal to increase the Authorized Share Capital of the Company by creation of 1,00,00,000 (One Crore) additional Equity Shares of ₹10/- (Rupees Ten only) each.
Accordingly, it is proposed to increase the Authorized Share Capital from ₹51,00,00,000 (Rupees Fifty-One Crores only) divided into 5,10,00,000 (Five Crores Ten Lakhs) equity shares of ₹10 each to ₹61,00,00,000 (Rupees Sixty-One Crores only) divided into 6,10,00,000 (Six Crores Ten Lakhs) equity shares of ₹10 each. The newly created Equity Shares shall rank pari passu with the existing Equity Shares of the Company in all respects.
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Consequent upon the proposed increase in Authorized Share Capital, Clause V of the Memorandum of Association of the Company will require suitable alteration to reflect the revised capital structure.
In terms of Sections 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder, the proposed increase in Authorized Share Capital and the consequent amendment to the Memorandum of Association require approval of the Members by way of a Special Resolution.
The Board recommends the Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval of the Members.
None of the Directors or Key Managerial Personnel of the Company or their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1, except to the extent of their respective shareholding, if any, in the Company.
Item No. 2
Raising of funds in one or more tranches, by issuance of equity shares and/or other securities:
The Company is currently considering a number of attractive growth opportunities, both organic and inorganic. In order to enable the Company to swiftly execute on these opportunities, the board deemed appropriate to augment the capital base to provide the necessary fire power for quick execution. In line with the above, it is proposed to raise the capital by way of issuance of equity shares and / or other securities convertible into equity shares (including warrants, or otherwise), fully convertible debentures, partly convertible debentures, non-convertible debentures with or without warrants and/ or convertible preference shares or any security convertible into equity shares (collectively “ Securities ”) through permissible modes, for an aggregate amount not exceeding ₹600 crores (Rupees Six Hundred Crores) or an equivalent amount, whether rupee or foreign currency denominated, thereof by way of one or more qualified institutions placement (‘ QIP ’), private placement(s) or through any other permissible mode and/or combination thereof, in one or more tranches, to eligible investors, including qualified institutional buyers, in accordance with the provisions of Chapter VI of the SEBI ICDR Regulations and other applicable laws, as may be considered appropriate, subject to such regulatory/statutory approvals as may be required and approval of the members of the Company. This is an enabling resolution only. The process will be launched at an appropriate time, considering pricing, dilution and trajectory of equity markets.
The proposed special resolution seeks the enabling authorisation of the members of the Company to the Board, without the need of any further approval from the members, to issue and allot Securities in accordance with applicable laws. The proceeds from the proposed issue of Securities shall be utilized, inter alia, for meeting capital expenditure requirements for expansion of manufacturing facilities, reduction of existing indebtedness of the Company and for general corporate purposes.
The fund to be used for general corporate purposes, if any, shall not exceed 25% of the funds to be raised through the qualified institutions placement. If the net proceeds are not completely utilized for the purposes stated hereinabove due to factors such as (i) economic and business conditions; (ii) increased competition; (iii) delay in procuring and operationalizing assets; (iv) receiving the necessary approvals; and (v) other commercial considerations, the same would be utilized (in part or full) as may be decided by our Board (including any duly authorized
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POSTAL BALLOT NOTICE M M FORGINGS LIMITED
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committee thereof), in accordance with applicable law. Pending utilization of the proceeds from the Issue, the Company shall invest such proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks or any other investment as permitted.
In case, it is difficult to quantify the exact amount of fund to be used from the proceeds of the Issue, a broad range of amount may be provided by the Company in the offer document provided that the broad range shall be a realistic estimation and range gap shall not exceed +/- 10% of the amount specified for that object of the Issue in terms of NSE notice No. NSE/CML/2022/56 and BSE notice No. 20221213-47 each dated December 13, 2022, as the objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilisation of the Net Proceeds at the discretion of the Board and/or Committee thereof, subject to compliance with applicable laws.
The proceeds of the Issue will enable the Company to strengthen its balance sheet, support its growth initiatives and improve financial flexibility. The exact amount to be utilized towards each of the aforesaid purposes will be determined by the Board of Directors of the Company or committee (the “ Board ”) in accordance with the applicable laws and based on the business requirements of the Company from time to time. Pending utilization of the proceeds, the funds may be temporarily invested in accordance with applicable laws.
The Board, at its meeting held on 25 March 2026, subject to the approval of the members of the Company, approved the issuance of Securities at such price and on such terms and conditions as may be deemed appropriate by the Board/its duly constituted committee at its sole and absolute discretion, taking into consideration market conditions and other relevant factors and wherever necessary, in consultation with the book running lead manager and/or other advisor(s) appointed in accordance with applicable laws, and subject to regulatory approvals (as necessary). The Board (including any duly authorized committee thereof) may in their discretion 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 shareholders of the Company.
The proceeds of the proposed Issue shall be utilized for any of the aforesaid purposes to the extent permitted by law. The Securities allotted would be listed on the BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges” ) where the Equity Shares of the Company are listed. The issue and allotment would be subject to the availability of regulatory approvals, if any.
In case the Issue is made through a qualified institutions placement: (a) the allotment of the Securities shall be completed within a period of 365 days from passing this resolution or such other time as may be allowed under the SEBI ICDR Regulations from time to time; and (b) the pricing of the Securities that may be issued to qualified institutional buyers pursuant to a qualified institutions placement, shall be determined by the Board, in accordance with applicable laws, which shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations. The aforesaid issue of Securities will be subject to receipt of requisite approvals from appropriate authorities, as may be applicable. Further, no allotment shall be made, either directly or indirectly to any QIB who is a promoter,
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or any person related to promoters in terms of the SEBI ICDR Regulations. The resolution enables the Board to offer such discount as permitted under applicable law, on the price determined pursuant to the SEBI ICDR Regulations. The Company may, in accordance with applicable law, and in consultation with the book running lead manager, offer a discount of not more than 5% or such percentage as permitted under applicable law, on the floor price determined pursuant to the SEBI ICDR Regulations. The ‘Relevant Date’ for this purpose would be the date when the Board or a duly authorized committee of the Board decides to open the qualified institutions placement for subscription, if Equity Shares are issued, or, in case of issuance of convertible securities to QIBs by way of QIPs, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board. The Relevant Date for determining the issue price of the Securities by way of a private placement(s), qualified institutions placement(s) and/or any combination thereof or by way of any other mode of issuance shall, subject to and in accordance with the SEBI ICDR Regulations, be either the date of the meeting in which the Board decides to open the issue of such convertible Securities or the date on which the holders of such convertible Securities become entitled to apply for the Equity Shares, as may be determined by the Board.
The special resolution also seeks to give the Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including institutions, incorporated bodies, qualified institutions buyers and/or individuals or otherwise as the Board in its absolute discretion deems fit. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities in one or more tranches and the remaining detailed terms and conditions for the Issue will be decided by the Board/ its duly constituted committee, in accordance with the SEBI ICDR Regulations and such other applicable laws, in consultation with book running lead manager and/or other advisor(s) appointed in relation to the Issue and such other authorities and agencies as may be required to be consulted by the Company, considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors.
Further, the Company is yet to identify the investor(s), decide the quantum of Securities to be issued to them, and proposed timeline within which the allotment will be completed. Hence, the details of the proposed allottees, percentage of their post Issue shareholding and the shareholding pattern of the Company, timeline of the completion of allotment are not provided. The proposal, therefore, seeks to confer upon the Board/ its duly constituted committee, the absolute discretion and adequate flexibility to determine the terms of the Issue, including but not limited to the identification of the proposed investors in the Issue and quantum of Securities to be issued and allotted to each such investor, in accordance with the provisions of the SEBI ICDR Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Act, the Foreign Exchange Management Act, 1999 and the regulations made thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry & Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended; and other applicable law.
Further, Section 62(1)(c) of the Companies Act, 2013 provides that when it is proposed to increase the issued capital of a Company by allotment of further equity shares, such further equity shares shall be offered to the existing members of such Company and / or to any persons other than the existing members of the Company by way of a special resolution. Since the
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POSTAL BALLOT NOTICE M M FORGINGS LIMITED
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special resolution proposed in the business of the notice may result in the issuance of Equity Shares of the Company to the existing members of the Company and to persons other than existing members of the Company, approval of the members of the Company is being sought pursuant to the provisions of Section 62(1)(c) and other applicable provisions of the Act as well as applicable rules notified by the Ministry of Corporate Affairs and in terms of the provisions of SEBI ICDR Regulations.
In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company can make a private placement of its securities under the Companies Act, 2013 only after receipt of prior approval of its members by way of a Special Resolution. Consent of the members would therefore be necessary pursuant to the aforementioned provisions of the Companies Act, 2013 read with applicable provisions of the SEBI ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended for issuance of Securities. The Equity Shares allotted pursuant to the issue shall rank in all respects pari passu with the existing Equity Shares of the Company.
The Equity Shares to be allotted would be listed on the Stock Exchanges. The offer/issue/allotment would be subject to the availability of the regulatory approvals, if any. As and when the Board does take 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The Securities offered, issued and allotted by the Company pursuant to the Issue in terms of the resolution would be subject to the provisions of the memorandum of association and articles of association of the Company and any Equity Shares that may be created, offered, issued and allotted by the Company pursuant to QIP, shall rank, in all respects, pari-passu with the existing Equity Shares of the Company.
There would be no change in control pursuant to the said issue of Securities. The Securities will be offered and issued to such Investors who are eligible to acquire such Securities in accordance with the applicable laws, rules, regulations and guidelines.
The Securities shall not be eligible to be sold for a period of one year from the date of allotment, except on the recognized Stock Exchanges, or except as may be permitted under the SEBI ICDR Regulations from time to time.
The Securities allotted as above would be listed on the Stock Exchanges. 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The approval of the members is being sought to enable the Board to decide on the issuance of Securities, to the extent and in the manner stated in the special resolution, as set out in item no. 2 of this notice, without the need for any fresh approval from the members of the Company in this regard.
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POSTAL BALLOT NOTICE M M FORGINGS LIMITED
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If the Issue is made through a QIP, the Promoters will not participate in the Issue. Further, none of the directors or key managerial personnel or promoters intend to participate or subscribe to Securities in the Issue.
None of the directors or key managerial personnel of the Company, or their respective relatives, is concerned or interested, financially or otherwise, except their shareholding, if any, in the Company, in the resolution set out at item no. 2 of this notice.
This notice does not constitute an offer or invitation or solicitation of an offer of securities to the public within or outside India. Nothing in this notice constitutes an offer of securities for sale or solicitation in any jurisdiction in which such offer or solicitation is not authorized or where it is unlawful to do so.
The proposed issue is in the interest of the Company and the Board recommends the resolution set out at item no. 2 of this notice for the approval of the members as a special resolution.
BY ORDER OF THE BOARD For MM FORGINGS LIMITED
Place: Chennai Date: 25 March 2026
CHANDRASEKAR S Company Secretary Membership No. A34736
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M M FORGINGS LIMITED
(CIN L51102TN1946PLC001473) Registered Office: SVK Towers, 8[th] Floor, A25, Industrial Estate, Guindy, Chennai – 600032 Email: [email protected]; Web: www.mmforgings.com Phone: 044-7160 1000, Fax: 044-7160 1010
POSTAL BALLOT FORM
1, Name (s) of Member(s) [including joint holders, if any] 2. Registered address of the sole / first named member 3. Registered Folio No./ Client ID No. (Applicable to Member(s) holding shares in dematerialized form) 4. Number of shares held
I / we hereby exercise my / our vote in respect of the Special Resolutions to be passed through postal ballot for the business stated in the notice of the Company. I/we have marked my/our assent or dissent to the said resolution by placing the mark (ü) at the appropriate box below:
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I/ We assent to the I/ We dissent to the
Sl. No. of
Particulars resolution resolution
No. Shares
(FOR) (AGAINST)
Increase in authorized Share Capital of the
Company and consequent Alteration of capital
1.
clause of Memorandum of Association of the
Company
Raising of funds in one or more tranches, by
2. issuance of equity shares and/or other securities,
as may be permitted.
Place:
Date: Signature of the Member
ELECTRONIC VOTING PARTICULARS
EVEN
USER ID PASSWORD / PIN
(E-Voting Event Number)
260330003
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Note: Please read the instructions given overleaf carefully before exercising your vote. Facility to exercise vote by postal ballot including voting through electronic means will be available during the following period:
Commencement of voting : From 9.00 a.m. (IST) on Tuesday, 31 March 2026 End of voting : Up to 5.00 p.m. (IST) on Wednesday, 29 April 2026
M M FORGINGS LIMITED
(CIN L51102TN1946PLC001473) Registered Office: SVK Towers, 8[th] Floor, A25, Industrial Estate, Guindy, Chennai – 600032 Email: [email protected]; Web: www.mmforgings.com Phone: 044-7160 1000, Fax: 044-7160 1010
Notes / Instructions
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Members desiring to exercise their vote by Postal Ballot may obtain the Postal Ballot Form from the Company’s website or request the same from the Company. The duly completed and signed Postal Ballot Form should be sent to the Scrutinizer in the self-addressed Business Reply Envelope (if provided) or by post/courier at the Member’s expense.
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In case of joint holding, this Postal Ballot Form should be completed and signed by the first named Member and in his absence by the next named Member.
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The Notice is being sent through electronic mode to Members whose names appear in the Register of Members / list of Beneficial Owners as on Friday, 27 March 2026 (“Cut-Off Date”). A communication is being sent to Members holding shares in physical form and whose e-mail addresses are not registered, informing them of the web-link where the Postal Ballot Notice and Postal Ballot Form are available on the Company’s website. Members may download the Postal Ballot Form or request a physical copy from the Company.
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Members may note that the Company has not dispatched physical copies of the Postal Ballot Notice and Postal Ballot Form. However, the same can be downloaded from the Company’s website or obtained upon request, and Members may vote either through remote e-Voting or by submitting the Postal Ballot Form.
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In case of shares held by Companies, Trusts, Societies etc., a duly completed Postal Ballot Form should be signed by its authorized signatory and shall be accompanied by a certified copy of the Board Resolution/Authority together with the specimen signature(s) of the duly authorised signatory(ies).
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The signature should be as per the specimen signature registered with the company or furnished to National Security Depository Limited or Central Depository Services (India) Limited in respect of shares held in physical form or dematerialised form respectively.
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Completed Postal Ballot Forms should reach the Scrutinizer not later than the close of working hours i.e., at 5.00 p.m. (IST) on Wednesday, 29 April 2026. Postal Ballot Forms received after this date will be considered as if reply has not been received.
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An incomplete, unsigned, incorrectly completed, incorrectly ticked, defaced, torn, mutilated, over-written, wrongly signed Postal Ballot Form will be rejected. The Scrutinizer’s decision on the validity of Postal Ballot Form will be final.
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Members are requested not to send any other paper in the enclosed self-addressed postage prepaid envelope along with the Postal Ballot Form (except those authorised by the Company) as all Postal Ballot(s) will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.
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The results of the Postal Ballot will be announced by Chairman and Managing Director or any one of the Director of the Company, as authorized, at the Registered Office of the Company, on Thursday, 30 April 2026. However, the last date of voting, i.e., Wednesday, 29 April 2026 will be taken as the date of passing of the said Resolution by the members of the Company, subject to the votes cast in favour of the resolutions being not less than three times the votes cast against the resolution.
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The results will thereafter be published in the Website of the Company, www.mmforgings.com and sent to the stock exchanges where the Company’s shares are listed.