M & B Engineering Limited has disclosed that five members of its promoter group acquired a total of 50,000 equity shares on February 16, 2026, through open market purchases. The acquisition was disclosed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Acquisition Details

The share acquisition was distributed among five promoter group members, with varying purchase quantities:

Chirag Hasmukhbhai Patel made the largest individual acquisition with 15,000 shares, while Aditya Vipinbhai Patel acquired the smallest portion with 5,000 shares.

Impact on Shareholding Structure

The acquisition resulted in a marginal increase in the promoter and promoter group's collective shareholding. Before the transaction, the group held 4,02,59,741 shares representing 70.45% of the total voting capital. Post-acquisition, their holding increased to 4,03,09,741 shares, representing 70.54% of the company's equity.

Company Share Capital

M&B Engineering Limited's equity share capital remained unchanged following the acquisition. The company maintains a total equity share capital of Rs. 57,14,82,150, comprising 5,71,48,215 equity shares of Rs. 10 each, all fully paid up. The shares are listed on both BSE Limited and National Stock Exchange of India Limited.

Regulatory Compliance

The disclosure was made in compliance with SEBI regulations governing substantial acquisition of shares and takeovers. All five acquirers confirmed their status as members of the promoter group, with the transaction conducted through open market purchases. The company filed the necessary documentation with both stock exchanges on February 18, 2026, two days after the acquisition date.

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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