MFL India Ltd

Certificate status

• Certificate received from Registrar and Share Transfer Agent under Reg 74(5).

Secretarial Auditor Appointment

• Appointment of Ms. Shubhani Gupta as Secretarial Auditor for five years (Apr 1, 2026–Mar 31, 2031).

AGM Details

• AGM held on 29 September 2026 at 12:30 p.m. via VC/OAVM.
• Cut-off date for voting: 22 September 2026.
• Remote e-voting and on-AGM e-voting conducted.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of Audited Financial Statement; passed.
• Resolution 2 (Ordinary): Re-appointment of Anil Thukral by rotation; passed.
• Resolution 3 (Ordinary): Appointment of Shubhani Gupta as Secretarial Auditor for five years; passed.
• Resolution 4 (Ordinary): Related party transactions with Artha Logistics Private Limited; passed.
• Resolution 5 (Ordinary): Related party transactions with Saaverde Logiinfra Private Limited; passed.

Director changes

• Anil Thukral re-appointed as director by rotation.

Auditor appointments

• Secretarial Auditor appointed: Shubhani Gupta for five years (Apr 2026–Mar 2031).

AGM Details

• AGM held on 29 September 2026 at 12:30 PM via Video Conferencing / OAVM.

Attendance & Directors

• Chairman: MD Anil Thukral; attendees: CFO Khemraj, ID Atul Kumar, Director Jafar Ahmed, CS Nupur.
• Independent Director Meenakshi Aggarwal was absent.

Key Resolutions

• Adoption of Audited Financial Statements for FY 2025-26 — Ordinary Resolution passed.
• Re-appointment of Anil Thukral as Director on rotation — Ordinary Resolution passed.
• Appointment of Ms. Shubhani Gupta as Secretarial Auditor for Apr 2026–Mar 2031 — Ordinary Resolution passed.
• Approval of Material Related Party Transactions with Artha Logistics Private Limited — Ordinary Resolution passed.
• Approval of Material Related Party Transactions with Saaverde Logiinfra Private Limited — Ordinary Resolution passed.

Director Changes

• Re-appointment of Anil Thukral as Director (MD) on rotation.

Auditor Appointments

• Ms. Shubhani Gupta appointed as Secretarial Auditor for 2026–2031.

Material Related Party Transactions

• Artha Logistics Private Limited related party transactions approved.
• Saaverde Logiinfra Private Limited related party transactions approved.

AGM Details

• AGM conducted via VC/OAVM at 12:30 PM.
• Quorum met; one Independent Director was absent.

Resolutions & Outcomes

• Adopt audited financial statements and cash flow statements; ordinary resolution passed.
• Re-appointment of director by rotation; ordinary resolution passed.
• Approve material related party transaction with logistics-related private company; ordinary resolution passed.
• Approve material related party transaction with another logistics-related private company; ordinary resolution passed.

Secretarial Auditor

• Secretarial Auditor appointed for five-year term.

MFL India Limited: Closure of Trading Window from 1 October 2026 for quarter ended 30 September 2026; reopening 48 hours after Board approves the results

AGM Details

• AGM on 29 September 2026 at 12:30 PM via VC/OAVM.
• Attendance mode: VC/OAVM; proxy not available.
• Cut-off date for voting: 22 September 2026.
• Remote e-voting period: 25–28 September 2026.

Ordinary Resolutions

• Item 1: Adopt Audited Financial Statements for FY 2025-26.
• Item 2: Re-appoint Anil Thukral by rotation.

Secretarial Auditor Appointment

• Item 3: Appoint Shubhani Gupta as Secretarial Auditor for five years (2026–2031).

Material Related Party Transactions – Artha Logistics

• Item 4: Approve RPT with Artha Logistics up to INR 6 crore.
• RPT terms to be at arm's length and in ordinary course.

Material Related Party Transactions – Saaverde

• Item 5: Approve RPT with Saaverde Logiinfra up to INR 6 crore.

Director Remuneration & Tenure

• Anil Thukral remuneration: Rs 30,00,000 p.a.; last drawn Rs 12,00,000; shareholding 15,12,602.
• Role: Managing Director; liable to retire by rotation.

Capital Reduction Note

• Note: Capital reduction scheme pending before NCLT; next hearing 22-09-2026.

Governance

• No Related Party shall vote on Items 4 and 5.

Financial performance

• Total income 6611.70 lakh in FY2025-26, up from 5275.44.
• Revenue from operations 6603.25 lakh; Other income 8.45 lakh; Total income 6611.70.
• Profit before tax -188.19 lakh; prior year 17.70.
• Deferred tax charge 346.26 lakh; current tax 0; tax paid/adjustment 0.50.
• Profit after tax 157.57 lakh; reversal from loss of 82.71 previous year.
• Earnings per share 0.04; prior year -0.02.
• Dividend not declared for FY2025-26.

Capital structure & liquidity

• Equity share capital 3602.92; Other Equity -3723.15; net worth negative.
• Borrowings (non-current) 2413.50; current liabilities 315.84; cash and equivalents 130.99.
• Net cash from operating activities: -408.43 lakh.
• Debt-Equity ratio: -20.07; Return on net worth: -79.18%.
• No dividend declared; share capital unchanged.

Board, governance & audit

• Board strength 4 directors; 6 meetings held in FY2025-26.
• Managing Director: Anil Thukral; Directors: Jafar Ahamed, Meenakshi Aggarwal, Atul Kumar.
• Secretarial Auditor appointed: Shubhani Gupta for FY2026-27 to FY2030-31.
• Statutory Auditor: M/s V.K. Sehgal & Associates; Internal Auditor: M/s APJ & Co.
• MR-3 Secretarial Audit report submitted; no material deviations reported.
• Policy disclosures and compliance statements published on company site.

Related party transactions

• Item Nos. 4 and 5: Material RPTs with ALPL and SLPL up to INR 6 crore each for FY2026-27.
• RPTs cover vehicle hire, freight, logistics services; arm's-length pricing and ordinary course of business.
• Aggregate RPT value represents up to 9.08% of prior year turnover.
• Audit Committee approved the RPTs; Ordinary resolutions to be put to Members.
• No related party shall vote on these RPT resolutions.

Business & operations

• Single operating segment: Transportation/Trucking; Pan-India operations.
• Fleet expansion continued to support service levels and growth opportunities.
• Industry context: formalisation, digitisation, and rising 3PL penetration in logistics.

Risks & external environment

• Driver shortage and retention pressures; fuel price volatility affecting margins.
• Regulatory shifts: GST, labour codes, and emission norms increase compliance costs.
• Working capital risk from long credit cycles; counterparty credit risk.
• Competition from asset-light digital freight platforms; reverse logistics complexity.

Outlook & opportunities

• Export opportunities from India-UK CET A to boost freight volumes.
• Faster customs clearance and cross-border logistics efficiency expected.
• Growing data centre and GCC-led demand for specialised logistics services.
• Urban logistics policies and last-mile regulations may reshape city networks.

Other disclosures & governance notes

• No CSR obligations as thresholds not met; CSR committee not formed.
• Secretarial & corporate governance compliance consistent; whistleblower policy in place.
• Audit qualifications or going-concern flags not disclosed; management disclosures aligned.