MPDL Limited has issued a Postal Ballot Notice to its shareholders pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The notice is being circulated electronically to shareholders registered in the Register of Members as of the Cut-Off Date, Friday, June 19, 2026.

The primary purpose of the postal ballot is to seek shareholder approval via an Ordinary Resolution for the remuneration of Mr. Santosh Kumar Jha (DIN: 10052694), Whole Time Director of the Company. The resolution was approved by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee at its meeting held on May 29, 2026.

Remuneration Details

The proposed remuneration for Mr. Jha, effective from February 24, 2026, for the remainder of his existing tenure, is structured as follows:

Category I (Fixed Components per month):

  • Basic Salary: ₹1,01,222
  • House Rent Allowance: ₹50,611
  • Conveyance Allowance: ₹2,000
  • Medical Allowance: ₹1,250
  • Special Allowance: ₹30,345
  • Total Gross Salary: ₹1,85,428 per month (₹22.25 lakh per annum)

Category II (Perquisites and Benefits):

  • Gratuity and Provident Fund as per applicable legislation.
  • Mediclaim policy, telephone expenses, and earned leave as per company policy.
  • Other perquisites, facilities, entitlements, and benefits as per law and company rules.
  • Annual increment as per the HR policy.
  • Mr. Jha is not entitled to any sitting fees for attending Board or Committee meetings.

Rationale for Approval

The company has inadequate profits. The effective capital of the company as of March 31, 2026, is ₹58.36 crore. The approval is sought pursuant to Sections 196, 197, and 198 of the Companies Act, 2013, read with Schedule V, to pay the proposed amount as minimum remuneration. The board believes the remuneration is reasonable and commensurate with Mr. Jha's experience, responsibilities, and industry standards.

Director Particulars

Mr. Santosh Kumar Jha is 53 years old and was first appointed on February 24, 2023, for a five-year term. His qualifications include a B.E. in Civil & Structural Engineering and an MBA in Finance, with over 22 years of experience in project management, operations, and business development. He attended 5 Board meetings in the last year, holds no directorships in other companies, and has no shareholding in MPDL Limited. His remuneration for the previous period was ₹20.75 lakh per annum.

Voting Process

The remote e-voting process is managed by National Securities Depository Limited (NSDL). The voting period is from Tuesday, June 30, 2026 (9:00 AM IST) to Wednesday, July 29, 2026 (5:00 PM IST). The scrutinizer for the process is Mr. Anirudh Grover (CP No. 28649) of M/s Sanjay Grover & Associates. The results of the postal ballot will be announced on or before Friday, July 31, 2026.

Financial Context

The explanatory statement provides the following financial information for context (amounts in lakh rupees):

  • Paid-up Capital (Equity): ₹741.25
  • Reserves & Surplus: ₹6,034.85
  • Revenue from Operations: ₹2,032.15
  • Total Income: ₹2,144.67
  • Total Expenditure: ₹3,012.90
  • Loss Before Tax: (₹868.23)
  • Net Loss After Tax: (₹650.04)

The company attributes the losses to a lag between revenue realization and project expenditure in its construction activities but expects to unlock value from built-up inventory to improve cash flow in the next two years.