M & B Engineering Limited has announced a postal ballot notice for seeking shareholder approval on the ratification of its Employee Stock Option Plan 2024. The notice, dated February 16, 2026, was dispatched to members and filed with the National Stock Exchange of India Limited and BSE Limited under Regulation 30 of SEBI Listing Regulations.

Postal Ballot Details and Voting Schedule

The company has engaged Central Depository Services (India) Limited (CDSL) to provide remote e-voting facility for the postal ballot process. The voting will be conducted exclusively through electronic means, with no physical ballot forms being distributed to shareholders.

Resolutions for Approval

Shareholders will vote on two special resolutions related to the Employee Stock Option Plan 2024:

• Resolution 1: Ratification of M&B Engineering Limited Employee Stock Option Plan 2024
• Resolution 2: Ratification of grant of employee stock options to employees of group companies including subsidiary, associate, or holding companies under the ESOP 2024

Both resolutions require approval through postal ballot via remote e-voting process, as mandated by Ministry of Corporate Affairs circulars and SEBI regulations.

Employee Stock Option Plan 2024 Framework

The ESOP 2024 was originally approved on June 6, 2024, and subsequently amended on July 15, 2025, prior to the company's listing on stock exchanges. The plan requires ratification under Regulation 12 of SEBI Share Based Employee Benefits Regulations, as it constitutes a pre-IPO scheme.

Eligibility and Implementation

The plan covers eligible employees and directors of the company and its group entities, excluding promoters and independent directors. The scheme aims to:

• Attract and retain talent in competitive environment
• Create employee ownership culture
• Align individual goals with company objectives
• Reward performance and contribution to corporate growth

Options will vest based on continuation of employment and may include performance conditions as determined by the Nomination and Remuneration Committee. The company will follow direct route implementation with fresh issuance of primary shares.

Regulatory Compliance and Listing Context

The ratification requirement stems from SEBI regulations that prohibit fresh grants under pre-IPO schemes unless ratified by shareholders post-listing. M&B Engineering's equity shares were listed on BSE Limited and National Stock Exchange of India Limited on August 6, 2025.

The company will follow Accounting Standard IND AS 102 on share-based payments and fair value method for option valuation. Shares issued upon exercise will not be subject to lock-in restrictions except those prescribed under applicable laws and insider trading regulations.

Members whose email addresses are registered with the company, MUFG Intime India Private Limited (Registrar and Share Transfer Agent), or depositories as of the cut-off date will receive the notice electronically. The postal ballot results will be announced within two working days of the e-voting conclusion and will be available on the company's website and stock exchange platforms.

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M&B Engineering Limited has delivered robust financial performance in Q3FY26, reporting significant growth across key metrics while maintaining strong order inflows and expanding its global footprint. The company filed its investor presentation for Q3FY26 and nine months ended December 2025 under Regulation 30, showcasing sustained momentum in both domestic and international markets.

Strong Financial Performance in Q3FY26

The company demonstrated impressive growth in the third quarter, with revenue from operations reaching Rs 351.51 crore compared to Rs 328.12 crore in Q3FY25, marking a 7.1% year-on-year increase. Profitability showed even stronger momentum with Profit After Tax surging 43.8% to Rs 25.49 crore from Rs 17.73 crore in the corresponding quarter last year.

Exceptional Nine-Month Performance

The nine-month period ended December 2025 showcased even more remarkable growth, with revenue from operations climbing 32.8% to Rs 896.02 crore from Rs 674.91 crore in 9MFY25. EBITDA expanded 25.6% to Rs 114.04 crore, while maintaining a healthy margin of 12.7%. Profit After Tax for the nine-month period grew 35.2% to Rs 65.64 crore.

Robust Order Inflows and Market Expansion

M&B Engineering secured substantial order inflows during Q3FY26, amounting to Rs 480 crore, representing an impressive 86% year-on-year increase. The nine-month order inflow reached Rs 1,152 crore, showing 36% growth compared to 9MFY25. A significant milestone was achieved with the company securing its single largest export order valued at Rs 212 crore from the United States, reinforcing its growing international competitiveness.

The company's order book as of December 31, 2025, stood at Rs 1,059 crore, with Phenix division contributing 77% (Rs 818 crore) and Proflex division accounting for 23% (Rs 240 crore). Within the Phenix division, export orders constituted Rs 316 crore, highlighting the company's expanding global presence.

IPO Proceeds Utilization Update

The company continues to deploy its IPO proceeds systematically, having utilized Rs 27.68 crore during Q3FY26. Cumulative utilization reached Rs 130.31 crore as of December 31, 2025, representing 50.3% of the net proceeds of Rs 259.32 crore. The unutilized amount of Rs 129.01 crore remains invested in fixed deposits across multiple banks, earning returns ranging from 4.75% to 6.45%.

Management Guidance and Outlook

The management expressed confidence in achieving FY2026 guidance, with topline expected to be around Rs 1,250 crore and EBITDA likely to be around 12.75%. During 9MFY26, the company incurred capital expenditure of Rs 12 crore, primarily directed towards capacity augmentation and operational strengthening, aligned with medium-term growth plans. The company operates across 23 countries and continues to benefit from emerging opportunities in renewables, cold storage, warehousing, railways, and agriculture sectors.