JMG Corporation Limited's Board of Directors has approved the company's unaudited financial results for the third quarter ended December 31, 2025, during their meeting held on February 12, 2026. The meeting commenced at 12:30 PM and concluded at 01:40 PM, with the board considering and approving the quarterly results along with the Limited Review Report from statutory auditors.

Board Meeting and Regulatory Compliance

The company has fulfilled its regulatory obligations under Regulation 33 by announcing the Q3 FY26 quarterly results. As part of the compliance process, JMG Corporation has made the financial results available on both the company's website at www.jmg-corp.in and on BSE Limited's website at www.bseindia.com . The results were communicated to BSE Limited under script code 523712.

Financial Performance Overview

The company reported a net loss of ₹8.67 lakhs for Q3 FY26, representing a significant improvement from the ₹18.74 lakhs loss recorded in the corresponding quarter of the previous fiscal year. This improvement comes despite the company continuing to operate at a loss, showing progress in loss reduction efforts.

Revenue Growth and Operational Performance

The company demonstrated strong revenue growth with operations revenue increasing to ₹21.50 lakhs in Q3 FY26 from ₹12.00 lakhs in Q3 FY25. Other income contributed ₹0.82 lakhs compared to ₹0.89 lakhs in the previous year quarter, bringing total income to ₹22.32 lakhs. The professional segment generated the entire revenue of ₹21.50 lakhs, showing focused business operations.

Expense Management and Cost Structure

Total expenses decreased marginally to ₹30.99 lakhs from ₹31.63 lakhs year-on-year, indicating improved cost management. The expense breakdown shows employee benefits expense increased to ₹17.72 lakhs from ₹13.31 lakhs in Q3 FY25, while other expenses decreased significantly to ₹11.94 lakhs from ₹15.90 lakhs.

Nine-Month Performance and Capital Structure

For the nine-month period ended December 31, 2025, JMG Corporation reported revenue from operations of ₹55.00 lakhs compared to ₹20.21 lakhs in the corresponding period of FY25. The company recorded basic and diluted earnings per share of ₹-0.04 for Q3 FY26, an improvement from ₹-0.08 in Q3 FY25. The paid-up equity share capital remained unchanged at ₹578.95 lakhs with a face value of ₹2.50 per share.

JMG Corporation Limited's Committee of Independent Directors has unanimously endorsed the open offer by Mr. Neerav Bairagi, recommending shareholders consider the acquisition proposal at ₹5.30 per equity share. The committee's decision came following their meeting on February 12, 2026, where they thoroughly analyzed the offer documents and regulatory compliance aspects.

Open Offer Details

The open offer targets the acquisition of up to 60,21,053 fully paid-up equity shares of ₹2.50 each, representing 26% of JMG Corporation's total voting share capital. The proposed acquisition price stands at ₹5.30 per share, payable in cash under Regulations 3(1) and 4 of the SEBI (SAST) Regulations.

Committee Composition and Independence

The Committee of Independent Directors comprises three members: Mr. Neeraj Jain as Chairman, Mr. Satish Charankumar Patne, and Mr. Vivek Bansal. The committee confirmed that none of the members hold equity shares in JMG Corporation or have any contractual relationships with either the target company or the acquirer, ensuring complete independence in their evaluation.

Regulatory Compliance and Pricing Analysis

The independent directors determined that the offer price complies with SEBI (SAST) Regulations, particularly Regulations 8(1) and 8(2). Their analysis revealed several key pricing benchmarks that support the fairness of the offer:

• The offer price of ₹5.30 exceeds the negotiated price of ₹4.20 per share under the Share Purchase Agreement executed on December 04, 2025
• The 60-day volume-weighted average market price stood at ₹5.27, which was rounded up to ₹5.30 for the offer price
• JMG Corporation's equity shares are frequently traded on BSE Limited, meeting the regulatory definition under SEBI (SAST) Regulations

Timeline and Documentation

The open offer process has followed a structured timeline with proper regulatory filings. The Public Announcement was made on December 04, 2025, followed by the Detailed Public Statement on December 11, 2025, and the Letter of Offer on December 18, 2025. The committee's meeting on February 12, 2026, lasted from 10:00 AM to 11:00 AM, during which they reviewed all offer documents comprehensively.

Recommendation and Shareholder Guidance

While the committee unanimously concluded that the open offer is fair and reasonable, they emphasized that shareholders should independently evaluate the proposal and make informed decisions based on their individual circumstances and investment objectives. The recommendation aligns with regulatory requirements under Regulation 26(7) of the SEBI (SAST) Regulations, providing shareholders with professional guidance on the offer's merits.