Nature of the Event
This is a regulatory disclosure to BSE Limited, submitted under SEBI Listing Regulations (Regulation 30), containing a Notice of Postal Ballot seeking shareholder approval for four resolutions.
Key Resolutions for Shareholder Approval
Shareholders are requested to approve the following resolutions via remote e-voting (postal ballot):
1. Ordinary Resolution: Appointment of Mr. Himanshu Gopal (DIN: 11891364) as an Executive Director, liable to retire by rotation. He was initially appointed as an Additional Director on August 11, 2026.
2. Special Resolution: Appointment of Mrs. Shruti Swaroop (DIN: 07814461) as an Independent Director for a term of five years, from August 11, 2026, to August 10, 2031. She is not liable to retire by rotation. She was initially appointed as an Additional Director on August 11, 2026.
3. Ordinary Resolution: Appointment of Mr. Ishaan as a Non-Executive, Non-Independent Director, liable to retire by rotation. He was appointed as an Additional Director on October 07, 2026.
4. Special Resolution: Approval for the issuance of equity shares to existing shareholders through a Rights Issue for an amount not exceeding ₹50 crores (Rupees Fifty Crores only).
Details of the Postal Ballot Process
- Cut-off Date: Friday, October 02, 2026. Shareholding as on this date will determine voting rights.
- E-voting Service Provider: National Securities Depository Limited (NSDL).
- Voting Period: Commences at 09:00 A.M. (IST) on Thursday, October 08, 2026, and ends at 05:00 P.M. (IST) on Friday, November 06, 2026.
- Scrutinizer: CA Shiva Nishad (Membership No. 560019), Partner of Krishan Rakesh & Co., Chartered Accountants (FRN: 009088N), has been appointed to scrutinize the e-voting process.
- Result Declaration: The results of the postal ballot, along with the Scrutinizer's report, will be announced on or before Tuesday, November 10, 2026. Results will be displayed on the company's notice board, intimated to BSE Limited, and uploaded on the company's website (<https://mnil.in>) and NSDL's website (<www.evoting.nsdl.com>).
- Communication Mode: The notice is being sent only through electronic mode to members whose email addresses are registered with the company/depositories.
Detailed Breakdown of Resolutions
Resolution 1: Appointment of Mr. Himanshu Gopal as Executive Director
- Current Role: He is the Chief Financial Officer of the company since November 27, 2019.
- Qualifications: Commerce Graduate from Delhi University with over 9 years of experience in Finance, Accounts, and Taxation.
- Shareholding: Holds nil shares in the company.
- Remuneration: He shall be entitled to sitting fees and such remuneration as determined by the Board.
Resolution 2: Appointment of Mrs. Shruti Swaroop as Independent Director
- Qualifications: An HR and leadership advisor with over 20 years of experience. Founder of EMBRACE Consulting and an IICA Certified Independent Director.
- Term: Five consecutive years (August 11, 2026, to August 10, 2031).
- Shareholding: Holds nil shares in the company.
- Remuneration: Entitled to sitting fees and reimbursement of expenses for Board/Committee meetings.
- Document Availability: A draft letter of appointment setting out her terms and conditions is available for inspection by members electronically.
Resolution 3: Appointment of Mr. Ishaan as Non-Executive Director
- Qualifications: Currently pursuing a Bachelor of Computer Applications (BCA) final year from Akido College of Engineering.
- Age: 22 years.
- Shareholding: Holds nil shares in the company and is not related to any other Director or KMP.
- Remuneration: Entitled to sitting fees for Board/Committee meetings.
Resolution 4: Approval for Rights Issue
- Issue Size: Up to ₹50 crores.
- Instrument: Fully paid-up Equity Shares of face value ₹10 each.
- Eligibility: To be offered to existing equity shareholders as on a Record Date to be determined later.
- Ranking: The new shares will rank pari-passu with existing equity shares from the date of allotment.
- Utilisation: Proceeds will be transferred to a separate bank account and utilised as per the objects disclosed in the future offer document. Details of utilisation will be disclosed in the Balance Sheet.
- Background: The company had previously submitted a Draft Letter of Offer for a rights issue but withdrew it for review. This is a fresh proposal with revised objects and utilisation plans.
- Board Authorisation: The Board is authorised to determine all terms, including issue price, rights entitlement ratio, Record Date, and to appoint intermediaries. The Board may also allot shares to specific investors if promoters renounce their rights in their favour.
Financial and Capital Structure Impact
- The Rights Issue resolution authorises the raising of up to ₹50 crores, which will increase the company's equity share capital. The exact dilution will depend on the final issue price and terms set by the Board.
- The director appointments have no immediate capital structure impact. The financial impact of their remuneration is not quantified in the disclosure.