Mega Nirman & Industries Limited convened a board meeting on Tuesday, August 11, 2026, commencing at 11:00 AM and concluding at 05:00 PM. The board considered and approved the unaudited standalone financial results for the quarter ended June 30, 2026, along with a Limited Review Report, and effected significant changes to its board composition. The statutory auditor, Krishan Rakesh & Co., Chartered Accountants, issued an unmodified opinion on the unaudited financial results.

Q1FY26 Financial Performance

The company returned to profitability in the quarter ended June 30, 2026, reporting a net profit of ₹2.85 lacs compared to a net loss of ₹(18.38) lacs in the quarter ended June 30, 2025. Revenue from operations rose to ₹239.99 lacs from ₹65.18 lacs in the corresponding quarter of the prior year. Total revenue, including other income of ₹41.57 lacs, stood at ₹281.56 lacs for the quarter. The following table presents the key financial metrics across reported periods:

On the expense side, purchases of stock-in-trade were ₹227.22 lacs, employee benefits expense stood at ₹22.52 lacs, depreciation and amortisation expense was ₹5.34 lacs, finance costs were ₹0.78 lacs, and other expenses amounted to ₹17.51 lacs for the quarter ended June 30, 2026. Current tax for the quarter was ₹0.96 lacs. The company also reported a net gain on equity instruments designated at FVOCI of ₹2.72 lacs, resulting in total comprehensive income of ₹2.72 lacs for the period. There were no investor complaints pending during the quarter ended June 30, 2026.

Board Reconstitution: Appointments and Resignations

The board approved two new director appointments and accepted two resignations, effective August 11, 2026. The key changes are summarised below:

New Appointments

Mr. Himanshu Gopal has been associated with the company as its Chief Financial Officer (CFO) since November 27, 2019. He is a Commerce Graduate from the University of Delhi with extensive experience in finance, accounts, and taxation. Upon his appointment as Additional Director (Executive), he will also serve as a member of applicable board committees as decided by the board. It has been confirmed that Mr. Himanshu Gopal is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority, and he is not related to any of the directors of the company.

Ms. Shruti Swaroop is a senior global HR, DEI, and leadership advisor with 20+ years of experience in HR consulting, corporate governance, and executive coaching. She is the Founder of EMBRACE Consulting and Co-Founder of International Inclusion Alliance & ERTZ Academy. She is an IICA Certified Independent Director and ICF Professional Certified Coach (PCC), with 4,500+ hours of coaching experience and 550+ clients globally. She has extensive expertise in leadership development, governance, HR transformation, organisational culture, and workplace inclusion. It has been confirmed that Ms. Shruti Swaroop is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority, and she is not related to any of the directors of the company.

Resignations

Mr. Anand Rai (DIN: 06855524) tendered his resignation as Executive Director with effect from the close of business hours on August 11, 2026, for reasons mentioned in his resignation letter. Consequently, he also ceased to be a member of the committees of the company. Ms. Sushma Jain (DIN: 08545336) tendered her resignation as Non-Executive Independent Director with effect from the close of business hours on August 11, 2026, citing personal reasons. She confirmed that there are no other material reasons for her resignation other than those mentioned in her resignation letter. Ms. Sushma Jain held a directorship and Audit Committee membership at Beswasth Healthcare Limited.

Revised Board Committee Composition

Following the board reconstitution, the revised composition of key committees is as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholder Relationship Committee

Statement of Deviation in Utilisation of Funds

The board also approved the Certificate of Statement of Deviation under Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended June 30, 2026. The company had raised funds through preferential issues, with allotments on July 07, 2025, July 25, 2025, and August 06, 2025. The preferential issue amounted to Rs. 34.50 Crores, of which the company received Rs. 25.08 Crores (75% conversion money) during the quarter ended September 30, 2025. The company allotted 2,23,00,000 (Two Crore Twenty-Three Lakh Only) equity shares pursuant to conversion of warrants into equity shares, on receipt of an amount of 25,08,75,000 (Twenty-Five Crore Eight Lakh Seventy-Five Thousand) being 75% of conversion money. The funds were allocated towards working capital requirements, with an original allocation of Rs. 25.08 Crores, and the full amount of Rs. 25.08 Crores was utilised (cumulative fund utilised as on December 31, 2025) with no deviation or variation reported.

Mega Nirman & Industries Ltd has elevated Ankan Gupta to the role of Chairman cum Managing Director for a five-year term effective July 23, 2026. The decision, taken during a Board meeting on Thursday, requires shareholder approval. Consequently, Govind Mishra shall cease to be the Chairman of the company.

The Board approved the alteration of the Articles of Association to enable the formulation and implementation of employee share-based benefit schemes. This includes the substitution of the existing Article 3 with a revised version, permitting the issuance of shares through Employee Stock Option Schemes (ESOS), Restricted Stock Units (RSUs), and Sweat Equity Shares, subject to applicable laws and shareholder limits.

In its meeting held on July 23, 2026, the Board fixed August 25, 2026, as the date for the 43rd Annual General Meeting. The meeting will be held at Maharaja Banquets in New Delhi. The Register of members and Share Transfer books will remain closed from August 18, 2026, to August 25, 2026, for this purpose.

National Securities Depository Limited (NSDL) was appointed to conduct Remote E-voting. Additionally, CA Shiva Nishad, Partner of M/s Krishan Rakesh & Co., was appointed as the Scrutinizer for the e-voting process. The agenda item regarding the consideration and approval of the Employee Stock Option Scheme was not taken up by the Board.

Key Approvals