AGM Business Items

Ordinary Business:

1. Adoption of Financial Statements: To receive, consider and adopt audited financial statements (including consolidated) for FY ended March 31, 2026 with Board of Directors and Auditors reports.

2. Dividend Declaration: To declare dividend @ ₹1.20 (Rupee One and Paise Twenty only) per equity share for year ended March 31, 2026.

3. Director Re-appointment: To re-appoint Mr. Mukesh Babu (DIN: 00224300) who retires by rotation and offers himself for re-appointment.

Special Business:

4. Material Related Party Transactions - Company Level: Ordinary resolution to approve material RPTs with 14 related parties for giving/availing loans or providing brokerage services, with principal amount not exceeding ₹15 crore per single lending/borrowing or total brokerage not exceeding ₹15 crore.

Related Parties: Ashtavinayak Infra Tech Pvt Ltd, Istaa Fashions Pvt Ltd, Istaa Finserv Pvt Ltd, Istaa Infotech Pvt Ltd, Istaa Securities Pvt Ltd, Mukesh Babu Securities Ltd, Sagar Systech Ltd, Nomad Communications Pvt Ltd, Rushil Industries Ltd, Rushil Recycling Pvt Ltd, Miloni Enterprise Ltd, Venus Green Recycling LLP, Curl Capital Pvt Ltd.

5. Material Related Party Transactions - Subsidiary Level: Ordinary resolution to approve material RPTs of subsidiary Mukesh Babu Securities Limited with the same 14 related parties under identical terms and limits.

6. Remuneration Approval: Special resolution to approve remuneration for Mr. Mukesh Babu, Managing Director (DIN: 00224300) for remaining 2 years of his term (from May 24, 2026 to May 23, 2028). This is partial modification of resolution passed at 38th AGM held on August 4, 2023.

Financial Information

  • Dividend Details: ₹1.20 per share recommended for FY25-26
  • Record Date: August 5, 2026 for dividend eligibility
  • Dividend Payment: Within 30 days from AGM date (by September 11, 2026)
  • Unclaimed Dividend: ₹1,87,628.40 for FY2017-18 transferred to IEPF on November 7, 2025
  • FY2024-25 Financials (Standalone):
  • Total Income: ₹89,987,000
  • Net Profit After Tax: ₹22,344,000
  • EPS: ₹3.21
  • FY2025-26 Financials (Standalone):
  • Total Income: ₹127,310,000
  • Net Profit After Tax: ₹39,722,000
  • EPS: ₹5.70

Related Party Transaction Details

Annexure L Disclosure (Company Level RPTs):

  • Transaction Limit: ₹150,000,000 per related party
  • Interest Rates: Ranging from 9% to 15% across different entities
  • Transaction Nature: Unsecured loans/borrowings at arm's length
  • Previous Year Transactions (FY2024-25): Significant loan activities with multiple related parties including:
  • Istaa Finserv Pvt Ltd: Loan granted ₹119,500,000; repaid ₹110,023,000; interest income ₹5,231,000; brokerage ₹2,896,000
  • Mukesh Babu Securities Ltd: Loan granted ₹49,000,000; repaid ₹14,565,000; interest income ₹1,284,000
  • Sagar Systech Ltd: Loan granted ₹41,800,000; repaid ₹17,112,000; interest income ₹869,000

Annexure M Disclosure (Subsidiary Level RPTs):

  • Similar transaction limits and terms as company level
  • FY2025-26 transactions include loans to Istaa Fashions Pvt Ltd (₹50,000,000 granted, ₹50,081,000 repaid) and brokerage to Istaa Finserv Pvt Ltd (₹8,996,000)

Remuneration Details for Mr. Mukesh Babu

  • Fixed Component: ₹15,00,000 per annum
  • Variable Component: Commission up to 5% on net profit of company
  • Term: May 24, 2026 to May 23, 2028 (2 years)
  • Background: Chartered Accountant with over 4 decades of experience in stocks & shares, investment banking
  • Shareholding: 34,31,600 equity shares (49.23% of company)

Voting and Procedural Information

  • E-voting Period: August 8, 2026 (9:00 AM) to August 11, 2026 (5:00 PM)
  • Scrutinizer: Mr. V. V. Chakradeo, Practicing Company Secretary (Membership No. FCS3382/COP No.1705)
  • VC Platform: InstaMeet provided by MUFG Intime
  • Participation Limit: 1,000 members on first-come-first-served basis
  • Results Declaration: Within 2 days of AGM on company website www.mbfsl.com

Dividend Payment Instructions

  • Mandatory Electronic Payment: Dividends processed only in electronic mode effective November 18, 2025
  • TDS Rates:
  • 10% for residents with valid PAN
  • 20% for residents without PAN/invalid PAN
  • 20% (+surcharge/cess) for non-residents, subject to DTAA benefits
  • No TDS if dividend below ₹10,000 for resident individuals
  • Document Submission Deadline: August 5, 2026 for tax withholding documents

IEPF and Unclaimed Dividend Information

  • FY2018-19 Unclaimed Dividend: Due for transfer to IEPF on November 2, 2026
  • Share Transfer to IEPF: Shares with unclaimed dividend for 7+ consecutive years to be transferred to IEPF demat account within 30 days from November 2, 2026
  • Special IEPFA Window: February 5, 2026 to February 4, 2027 for transfer/dematerialization of physical shares sold/purchased prior to April 1, 2019