VR Woodart Ltd

Megamont Limited trading window closed from October 1, 2026 till the end of 48 hours after the declaration of the unaudited financial results for the second quarter ended September 30, 2026.

Financial performance

• Consolidated revenue from operations: ₹60,667.85 Lakhs in FY2025-26.
• Total income amounted to ₹60,691.18 Lakhs in FY2025-26.
• EBITDA stood at ₹1,007.86 Lakhs with a 1.66% margin.
• Profit after tax ₹621.70 Lakhs; Basic EPS ₹3.00; Diluted ₹2.53.
• Q3 FY26 consolidated revenue ₹314.58 Cr; EBITDA ₹4.62 Cr; PAT ₹3.27 Cr.
• Net cash from operating activities ₹(6,894.35) Lakhs; ending cash ₹(4,799.54) Lakhs.
• Ending cash and cash equivalents: ₹(4,799.54) Lakhs; total equity ₹3,625.22 Lakhs.
• Borrowings (Consolidated) ₹5,098.31 Lakhs; current ratio 24.21x; debt/equity 1.41x.
• Net profit margin 1.02% for FY2025-26.

Operational developments

• FY26 consolidated revenue ₹606.67 crore; PAT ₹6.22 crore.
• Q3 FY26 results: ₹314.58 Cr revenue; ₹4.62 Cr EBITDA; ₹3.27 Cr PAT.
• Acquired Nidimo Mont Private Limited and Parent Mont International Private Limited in Nov 2025.
• Board reconstitution in Oct 2025; new WTDs and independent directors added.
• Promoters’ aggregate holding reached approximately 60% by Oct 2025.
• Entered international stainless steel trading; objects widened to mining and petroleum.

Capital structure & liquidity

• Authorised share capital increased to ₹50 crore in Apr 2025.
• Issued equity shares up to ₹28.8818 crore; 2,888,18,060 shares.
• Convertible warrants: 44,80,000; issue price ₹22; ₹2.464 crore received.
• Promoters held ~60% by Oct 2025; two promoters at 27.72% each.
• Ending cash balance negative ₹4,799.54 Lakhs; cash flows funded by equity proceeds.
• Consolidated borrowings ₹5,098.31 Lakhs; cash credit around ₹4,860+; long-term ₹226 Lakhs.

Governance & controls

• Statutory auditors: M/s KPN & Co; audit fee ₹3.00 Lakhs per annum.
• Secretarial auditor: Amit Sagar Kochar; Annexure C disclosed.
• Seven Board meetings held in FY2025-26; Independent Directors met twice.
• RTA: MUFG Intime India Private Limited; NSDL for e-voting.
• Board approvals for name change and expansion of objects; governance strengthened.
• Internal control weaknesses identified; management taking steps to strengthen framework.

Risks, outlook & macro

• IMF/World Bank project global growth around 3%; India growth ~6.7% FY27.
• Rupee depreciation raised rupee working capital requirements; currency risk remains.
• Freight volatility remains elevated; contractual freight discipline essential.
• Energy price shocks; recycled metals portfolio may benefit amid high energy costs.
• Outlook: scale growth via non-fund-based banking capacity; shorten cash conversion cycle.

Subsidiaries & related disclosures

• Subsidiaries Nidimo Mont Private Limited and Parent Mont International Private Limited, 100% owned.
• Investments: Nidimo Mont ₹2,510 Lakhs; Parent Mont ₹10 Lakhs; Loans to Nidimo Mont ₹752.60 Lakhs.
• Pooling of interests for common control; no goodwill recognized on consolidation.
• Intercompany transactions with related parties disclosed; material transactions summarized in notes.
• CARO qualifications noted in independent and consolidated audit reports; strengthening of controls ongoing.

AGM details

• 36th AGM via VC/OAVM on 30 September 2026 at 4:00 PM IST.
• Remote e-voting window: 27 Sept 2026 to 29 Sept 2026; cut-off: 24 Sept 2026.

Resolutions put to vote

• Ordinary: Adoption of standalone and consolidated financial statements and reports.
• Ordinary: Reappointment of Mrs. Minal Gaurav Patil by rotation.
• Ordinary: Appointment of M/s K P N & Co as Statutory Auditors for five years.

Voting results

• Voting results to be announced at the AGM.

Dividend

• Dividend: No dividend proposed for the year.

Director changes

• Appointed 15 Oct 2025: Minal Patil and Maddukuri Mounika as Whole-time Directors.
• Appointed 15 Oct 2025: Madhura Singh and Manish Jhanwar as Independent Directors.
• Appointed 23 Dec 2025: Abhijeet Yerukar and Tejas Patil as Independent Directors.
• Resignations: Anwar Shaikh, Divya Pai, Kartik Jethwa, Manan Shah, Vinit Rathod.
• Resignation: Nidhi Kirti Bhatt resigned 16 Feb 2026.

Auditor appointments

• Statutory auditors: K P N & Co appointed for five-year tenure.
• Remuneration: Rs 3 lakh per annum plus applicable taxes and expenses.
• Subject to shareholder approval.

Material related party transactions

• Standalone: No material related party transactions disclosed.
• Consolidated: RPTs with Nidimo Mont and Parent Mont; includes investments and loans.

Other material approvals

• No other material AGM-specific approvals noted in this filing.

Conversion of warrants

• Board approved conversion of 44,80,000 warrants into 44,80,000 equity shares.
• Conversion price ₹22 per share; 1:1 ratio on full subscription.
• Equity shares allotted to promoters and non-promoters.
• Total issued equity shares: 44,80,000; face value ₹10; premium ₹12; ₹9,85,60,000 total.
• Allotment at 1:1; one share per warrant exercised.
• Allottees: Minal Gaurav Patil – 20,40,000; Mounica Maddukuri – 20,40,000; Parushana Suyash Chhajed – 4,00,000.
• 75% of issue price received; 33,66,000 for Minal and Mounica, 6,60,000 for Parushana.
• Post-conversion warrants pending for conversion: 0.
• Board meeting date: September 3, 2026.

Rescheduled meeting and agenda

• Board meeting rescheduled to a new date from the previously announced schedule.
• Original date announced earlier.
• Agenda: approval of unaudited standalone and consolidated financial results.
• Trading window remains closed until 48 hours after results declaration.

Meeting Details

• Board meeting scheduled for 12 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.

Other Notes

• Trading window remains closed until 48 hours after the results declaration.

Dematerialisation processing and certificate handling

• Securities received for dematerialisation during quarter ended 30 June 2026 were processed and listed on the exchanges.
• Physical certificates were mutilated and cancelled; depository's name substituted as registered owner within prescribed timelines.

Internal Auditor Appointment

• Appointment of M/s A J B & Associates (Reg. No. 161244W) as Internal Auditor for FY 2026-27.
• Effective date: 10 July 2026.
• Term: Financial Year 2026-27.
• Reason: Appointment.
• Profile: Proprietorship firm; CA Anupam Jiwan proprietor; CA Anupam Jiwan Bedmutha ICAI member with Certificate of Practice.
• Disclosures: Not Applicable for director relationships.
• Directorships: Not Applicable.

Meeting Details

• Board meeting scheduled for Thursday, 28 May 2026.

Key Agenda Items

• Approve audited financial results for the fourth quarter ended 31 March 2026.

Other Notes

• Trading window remains closed until 48 hours after the results announcement.