Mapro Industries Ltd

Reg 32 status

• Regulation 32(1) not applicable as no funds were raised.
• Annexure A not submitted due to no funds raised.

Financial highlights

• Q2 FY27: total income 63.20 lakh; revenue 28.29 lakh; PAT 54.96 lakh; diluted EPS 0.66.
• H1 FY27: total income 100.63 lakh; revenue 44.24 lakh; PAT 80.76 lakh; diluted EPS 0.96.
• Unaudited; limited review completed; board approved on 12 Oct 2026.
• Single-segment company; IND AS 108 not applicable.

Balance sheet highlights

• Total assets 2,807.28 lakh; total equity 2,712.95 lakh.
• Borrowings 47.00 lakh; current liabilities 94.33 lakh.
• Cash and cash equivalents 56.46 lakh; trade receivables 4.04 lakh.

Cash flow

• Net cash from operating activities 2.56 lakh; investing -1.96 lakh; financing 37.00 lakh.
• Ending cash balance 56.46 lakh.

Director re-appointment approved

• AGM on 30 September 2026 approved re-appointment of Sunil Kumar Jajodia (DIN 07298368) as director.
• Jajodia retires by rotation and is eligible for re-appointment.
• No material financial terms disclosed in this AGM outcome.

AGM details

• AGM held on 30 September 2026, 11:30–11:50 IST, via VC/OAVM.
• Record date: 23 September 2026.
• Scrutinizer: Kirti Sharma & Associates (Practising Company Secretary).
• Remote e-voting: 27–29 September 2026; AGM e-voting for attendees.

Key resolutions

• Resolution 1 (Ordinary): Adopt standalone financial statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Re-appointment of Sunil Kumar Jajodia as Director, retiring by rotation.

Voting results

• Resolution 1 passed; 1,055 votes in favour; 0 against.
• Resolution 2 passed; 1,055 votes in favour; 0 against.

Dividend

• No dividend proposed or declared at the AGM.

Director changes

• Mr. Sunil Kumar Jajodia re-appointed as Director, retiring by rotation.

Auditor matters

• No change in auditors disclosed.

Material related party transactions

• No material related party transactions disclosed.

Other material approvals

• No ESOPs or other material approvals disclosed.

AGM Details

• Date, time, mode: Sep 30, 2026, 11:30 AM IST, via VC/OAVM.
• Attendance: 38 members present; no proxies.

Key Resolutions

• Ordinary: adopt Audited Financial Statements, Directors' Report, and Auditors' Report.
• Ordinary: re-appoint Sunil Kumar Jajodia by rotation.

Voting Status

• Consolidated voting results to be declared within 2 working days and placed on website.

Director Changes

• Director Sunil Kumar Jajodia retires by rotation and seeks re-appointment.

Auditors & Scrutinizer

• No change in statutory auditor announced.
• Scrutinizer appointed: Kirti Sharma & Associates.

Mapro Industries Limited trading window closes from October 1, 2026 till the end of 48 hours after the publication of unaudited financial results for the quarter ended September 30, 2026.

Open Offer Overview

• Acquirer and PACs: Arambhveer Limited; PACs include Pandurang Kolbhor, Shrimant Aurade, Geetanjali Gavali.
• Target company: Mapro Industries Limited.
• Open offer size: up to 21,81,121 shares, 26% of voting capital.
• Offer price: ₹60.13 per share; total consideration ₹13,11,50,806.
• Mode of payment: cash.
• Offer type: triggered under SEBI SAST due to SPA.

Offer Details

• Offer Size: up to 21,81,121 shares, 26% of voting capital.
• Offer Price: ₹60.13 per share; total ₹13,11,50,806.
• Mode of Payment: cash.
• Type of Offer: Triggered under SEBI SAST regulations via SPA.
• Not conditional on minimum acceptance; not a competing offer.

Underlying Transaction

• SPA dated Sep 24, 2026; direct acquisition of 21,85,430 shares (26.05%).
• Total underlying consideration: ₹6,55,62,900.
• Seller: Mr. Sandeep Gupta.
• Promoter status: acquirer becomes promoter; sellers relinquish control.

Post-Offer Impact

• Pre-offer holdings: Acquirer 0%; PACs total 0.18%.
• Post-offer total holding (if fully tendered): 52.23% (43,81,346 shares).
• Acquirer has no delisting intention.
• Minimum public shareholding to be maintained; steps to restore if required.

Timeline & Eligibility

• Public Announcement date: 24 September 2026.
• DPS expected by 1 October 2026.
• Tendering period: 10 working days.
• Eligibility: Public shareholders excluding promoter/PACs may tender.
• LOF will specify opening and closing dates.

Independent Directors' View

• Independent directors' view not disclosed.

Regulatory & Other Conditions

• Regulatory approvals required: SEBI SAST approvals and stock exchange approvals.
• Offer not a competing offer; not conditional on minimum acceptance.
• Acquirer has firm financial arrangements to finance the offer.
• Acquirer does not intend to delist the target.
• Sellers/promoters to relinquish promoter status as per underlying transaction.

Open offer overview

• Open Offer by Arambhveer Limited to acquire up to 21,81,121 Mapro shares (26% voting) from public.
• Offer price ₹60.13 per share; total consideration ₹13,11,50,806.
• Underlying SPA for 21,85,430 shares at ₹30 per share.
• Mode of payment: cash.
• Seller: Mr. Sandeep Gupta; promoter group; held 21,85,430 shares (26.05%).
• Post-offer promoter stake could be 52.23% (43,81,346 shares) if full acceptance.
• DPS to be published by 01 October 2026.
• Acquirer has no intention to delist Mapro shares.
• Offer not conditional on minimum acceptance; not a competing offer.
• Open offer governed by SEBI SAST Regulations; regulatory approvals required for offer and underlying deal.

Financial performance

• Total income for year ended 31 March 2026: 158,717 Rs'00.
• Revenue from operations: 17,413 Rs'00; Other income: 141,304 Rs'00.
• Profit before tax: 41,011 Rs'00; tax expense: 10,321 Rs'00; PAT: 30,690 Rs'00.
• Earnings per share: 0.37 Rs (basic and diluted).
• Dividend declared for FY2025-26: none.
• Cash flow from operations: 4,645 Rs'00; year-end cash: 18,858 Rs'00.
• Net increase in cash: 12,164 Rs'00.
• Total equity at year-end: 26,32,192 Rs'00; total assets: 26,83,824 Rs'00.
• Equity share capital: 8,38,893 Rs'00; borrowings: 10,000 Rs'00.

Revenue mix and income

• Civil works revenue for 2025-26: 17,413 Rs'00.
• Total other income: 141,304 Rs'00.
• Key other income components include commission: 45,514 Rs'00 and interest on loans: 95,475 Rs'00.

Capital structure and liquidity

• Equity share capital at year-end: 8,38,893 Rs'00.
• Total equity: 26,32,192 Rs'00; total assets: 26,83,824 Rs'00.
• Short-term borrowings: 10,000 Rs'00; no long-term borrowings disclosed.
• Promoters and public holdings: promoters 26.05%; public 69.42%.

Governance & leadership

• Board includes MD Umesh Kanodia, CEO Sunil Jajodia, and three independent directors.
• Remuneration to MD: 6.00 Lacs for 2025-26.
• Board committees: Audit, Nomination & Remuneration, and Stakeholders Relationship.
• Independent Directors meeting held on 09 February 2026.
• No penalties or material governance breaches reported.

Audits and controls

• Auditors: Spark & Associates; unmodified opinion on financial statements.
• Emphasis of matter: current value of certain investments; GST returns not filed for 26Q.
• Secretarial audit: Neha Lunia & Associates; no qualifications reported.
• Internal financial controls are adequate and operating effectively.

Shareholding and dematerialisation

• Promoters collectively hold 26.05%; major promoter Sandeep Gupta holds 2,185,430 shares.
• Bodies Corporate/LLP hold 28.84%; Individuals 32.29%; HUF 6.72%; other categories 3.35%.
• Total public holding: 69.42%; total shares 8,388,892.
• Dematerialised shares: NSDL 53.57%; CDSL 46.43%; physical 0%.

Outlook and risks

• Outlook: stable with growth through new business avenues and end-to-end project execution.
• Key risks include political conditions, contract penalties, inflation, and talent retention.
• Management cautions that forward-looking statements are subject to uncertainties.