Key Dates

  • Cut-off Date for Eligibility: Friday, May 29, 2026
  • E-voting Start: Friday, June 5, 2026, at 09:00 A.M. (IST)
  • E-voting End: Saturday, July 4, 2026, at 05:00 P.M. (IST)
  • Result Declaration: On or before Monday, July 6, 2026
  • Resolution Deemed Passed Date: Saturday, July 4, 2026 (if passed)

Resolutions Proposed

Resolution No. 1: Appointment of Mr. Ajay Popatlal Shah as Director

  • Seeks appointment of Mr. Ajay Popatlal Shah (DIN: 11403884) as a Director of the Company.
  • He was appointed as an Additional Director by the Board effective May 28, 2026, and holds office until shareholder approval is obtained.
  • The appointment is pursuant to Sections 152 and 161(1) of the Companies Act, 2013.
  • Approval from the Reserve Bank of India was received vide letter dated April 24, 2026.

Resolution No. 2: Appointment of Mr. Ajay Popatlal Shah as Managing Director & CEO

  • Seeks appointment of Mr. Ajay Popatlal Shah (DIN: 11403884) as Managing Director & Chief Executive Officer (MD & CEO).
  • Proposed tenure: 5 consecutive years from May 28, 2026, to May 27, 2031.
  • The appointment is not liable to retire by rotation.
  • The appointment is based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors.

Remuneration Details for MD & CEO

  • Base Salary: ₹ 4,16,667 per month (₹ 50,00,000 per annum)
  • House Rent Allowance (HRA): ₹ 2,08,333 per month (₹ 25,00,000 per annum)
  • Fuel & Maintenance Allowance: ₹ 40,000 per month (₹ 4,80,000 per annum)
  • Other Allowances: ₹ 1,68,333 per month (₹ 20,20,000 per annum)
  • Performance Linked Bonus (Indicative): ₹ 1,66,666 per month (₹ 20,00,000 per annum)
  • Gross Salary: ₹ 8,33,333 per month (₹ 1,20,00,000 per annum)
  • Net Salary (after Profession Tax): ₹ 8,33,133 per month (₹ 1,19,97,500 per annum)

Other Perquisites and Benefits

  • Medical Benefits: Reimbursement/insurance coverage under the Company's medical insurance policy.
  • Leave Travel Allowance (LTA): For self and family once a year as per Company policy.
  • Other Perquisites & Benefits: As applicable to senior management employees.
  • Vehicle/Conveyance Benefits: Use of Company-provided vehicle or reimbursement of conveyance expenses.
  • In the event of absence or inadequacy of profits, the stated remuneration shall be payable as minimum remuneration in accordance with Schedule V of the Companies Act, 2013.

Background on Mr. Ajay Popatlal Shah

  • DIN: 11403884
  • Chartered Accountant and holds an LLB degree.
  • Approximately 30 years of professional experience.
  • Previously worked with EY as a senior Investment Banking Partner for nearly two decades, advising on strategy and complex transactions (e.g., PVR–INOX merger, Mastek–Evosys transaction, Avanse acquisition by Warburg Pincus).
  • Prior to EY, worked with KPMG for approximately 10 years.
  • Has provided all requisite declarations and consents (DIR-2, Section 164 declaration).
  • Is not debarred from holding the office of Director by any SEBI order or other authority.

Voting Process

  • Voting is restricted to remote e-voting only, in compliance with MCA Circulars and SEBI LODR Regulations.
  • The Notice is being sent only by email to members whose email addresses are registered.
  • The Scrutinizer for the process is Ms. Shruti Somani (ACS: 49773, COP No.: 22487), a Practicing Company Secretary, appointed by the Board on May 28, 2026.
  • Detailed instructions for e-voting are provided for shareholders holding shares in both demat and physical form.
  • The results, along with the Scrutinizer's report, will be submitted to BSE Limited and uploaded on the Company's website (https://mkventurescapital.com/) and the website of MUFG Intime India Private Limited (www.in.mpms.mufg.com).

Material Documents

All material documents referred to in the Explanatory Statement are available for electronic inspection by members from June 5, 2026, to July 4, 2026, upon request via email to info@mkventurescapital.com.

Interests

Except for Mr. Ajay Popatlal Shah and his relatives, no other Directors, Key Managerial Personnel, or their relatives are concerned or interested in the resolutions.