MITCON Consultancy & Engineering Services Limited has issued a Postal Ballot Notice dated April 29, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking shareholder approval through remote e-voting for six resolutions covering leadership continuity, board reconstitution, and material related party transactions with its solar associate companies. The e-voting window opens at 09:00 a.m. (IST) on Thursday, May 07, 2026, and closes at 05:00 p.m. (IST) on Friday, June 05, 2026, with results to be declared on or before Tuesday, June 09, 2026. The cut-off date for determining eligible members is Friday, May 01, 2026. M/s. Mamta Binani and Associates has been appointed as Scrutinizer to oversee the remote e-voting process, with NSDL serving as the e-voting agency.

Board Changes and Director Appointments

The board's 210th meeting held on April 29, 2026, approved several significant governance changes. The following table summarises all director-level actions forming part of the postal ballot:

Mr. Anand Chalwade has been associated with the company since September 19, 2018, and was first appointed as Managing Director at the Annual General Meeting held on August 12, 2021. He is a Chemical Engineer from the Indian Institute of Chemical Technology (formerly UDCT, Mumbai, 1994) with 24 years of corporate experience spanning Reliance Industries Limited, Raymond Limited, Essel Group, and Asset Reconstruction Company (India) Limited. He holds 282,203 equity shares aggregating to 1.62% of the equity share capital. The proposed monthly remuneration for Mr. Chalwade as Managing Director is Rs. 12,30,236, inclusive of Basic Salary, Allowances, Perquisites and other benefits as per company policy. His last drawn monthly remuneration was Rs. 11,49,754. In addition, he is entitled to a performance incentive, being the difference between fixed remuneration and 5% of consolidated net profits, or Rs. 50,00,000, whichever is higher.

Dr. Prakash Vaidya holds a B.E., M. Chem. Engg., and PhD (Technology) in Chemical Engineering. He serves as the Rashtriya Chemicals and Fertilizers Chair in the Chemical Engineering Department at the Institute of Chemical Technology, Mumbai, and is an expert in catalysis, separations, and reaction engineering with a focus on energy transition and carbon footprint reduction. He has authored 150 publications and 4 patents, guided 35 PhDs and 65 MTech scholars, and is a Fellow of the Institution of Chemical Engineers (UK) and Fellow of the Royal Society of Chemistry (UK). Mr. Sanjay Ballal Phadke holds a Bachelor of Engineering in Mechanical Engineering and brings over 32 years of expertise in financial and fintech services, with prior roles at ICICI Securities, J.P. Morgan, HSBC, IDFC, and Edelweiss Financial Services.

Material Related Party Transactions with MINVEN Solar Entities

The board has approved acquisition of a 49% equity stake in MINVEN Solar 01 Private Limited, MINVEN Solar 02 Private Limited, and MINVEN Solar 03 Private Limited (collectively, "MINVEN Companies"), with the acquisition in MINVEN Solar 01 still under process. Consequent to these acquisitions, the MINVEN Companies are or will become associate companies and related parties of MITCON Consultancy. The company proposes to provide one-time corporate guarantees of up to Rs. 50 Crores each to secure loans proposed to be availed by each of the three MINVEN Solar entities for their main business operations. Each proposed guarantee transaction exceeds the materiality threshold of 10% of consolidated turnover for FY 2025-26 under SEBI Listing Regulations, representing 43.38% of the listed entity's annual consolidated turnover for the immediately preceding financial year, and accordingly requires prior approval of members by way of an Ordinary Resolution. The guarantees will create a legally binding obligation only upon invocation, and no provision is made in the books of account. The issuance of these guarantees, along with existing loans, investments, and guarantees, would remain within the financial limit of Rs. 500 Crores approved by shareholders pursuant to Section 186 of the Companies Act, 2013, vide Special Resolution passed on April 30, 2025. These transactions are in addition to the material related party transactions with the MINVEN Companies approved at the 43rd Annual General Meeting held on September 26, 2025.

The financial performance of the three MINVEN Solar entities, all incorporated in December 2024, is presented below:

The Audit Committee reviewed and approved all three related party transactions at its meeting held on April 29, 2026, and the Board of Directors recommends the same for shareholder approval. The Audit Committee has confirmed that the transactions are not prejudicial to the interests of public shareholders and will be carried out on the same terms and conditions as would be applicable to any non-related party. None of the directors or key managerial personnel have any direct or indirect interest in these transactions.

Company Financial Performance

For context, the company's financial performance for FY 2024-25 is as follows:

E-Voting Schedule and Process

The complete postal ballot notice, along with the explanatory statement and supporting documents, is available on the company's website at www.mitconindia.com and on the NSDL e-voting platform at www.evoting.nsdl.com . Members eligible to vote are those whose names appear in the Register of Members or Register of Beneficial Owners as on the cut-off date of Friday, May 01, 2026. Voting rights are in proportion to paid-up equity share capital as on the cut-off date. Once a vote is cast, it cannot be changed. The Scrutinizer will submit the report to the Chairman, and results will be announced within two working days from the conclusion of e-voting, i.e., on or before Tuesday, June 09, 2026. Resolutions passed through postal ballot will be deemed to have been passed on Friday, June 05, 2026, being the last date specified for e-voting. All directors have confirmed that they are not debarred from holding office by virtue of any order passed by SEBI or any other authority.

MITCON Consultancy & Engineering Services Ltd. saw its shares surge 8% on the National Stock Exchange (NSE) following news of ace investor Mukul Mahavir Agrawal's stake sale and the company's latest quarterly results.

Mukul Agrawal's Share Sale

Ace investor Mukul Mahavir Agrawal sold over 1.3 lakh shares of MITCON Consultancy & Engineering Services in a block deal, valued at approximately Rs 1.00 crore. The transaction was executed at Rs 80.52 per share. Despite this significant sell-off, the stock demonstrated resilience, closing at Rs 88.00 on the NSE, marking an 8% increase.

Q4 Financial Performance

MITCON Consultancy reported a modest increase in its consolidated net profit for the fourth quarter. The company's net profit rose to Rs 1.70 crore, up from Rs 1.60 crore in the same period last year, representing a 6.25% year-over-year growth.

However, the company experienced a decline in revenue during the quarter. The consolidated revenue fell to Rs 39.00 crore from Rs 42.00 crore in the corresponding quarter of the previous year, marking a 7.14% decrease.

Key Financial Metrics

A closer look at MITCON's quarterly performance reveals some interesting trends:

Despite the decrease in revenue, the company managed to improve its operating profit marginally. However, the net profit and earnings per share (EPS) saw a significant decline compared to the same quarter in the previous year.

Operating Performance

MITCON's operating profit margin (OPM) for the quarter stood at 19.22%, showing a significant improvement from the previous quarter but a decline from the same period last year. This suggests that while the company has managed to improve its operational efficiency sequentially, it still faces challenges in maintaining year-over-year profitability.

The company's ability to maintain a positive net profit despite the revenue decline indicates some level of cost management, although the reduced profit margins suggest ongoing pressures on the bottom line.

As MITCON Consultancy & Engineering Services navigates through these financial dynamics, investors will be closely watching how the company addresses the revenue challenges while working to improve its profitability in the coming quarters.