Highway Infrastructure Limited submitted a regulatory disclosure pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015. The Board of Directors meeting was held on Saturday, 06th June 2026 from 11:00 AM to 11:45 AM and approved three key items.

Alteration of Articles of Association

The Board approved the alteration of Clause 154A of the Articles of Association to enable shareholders to voluntarily waive their right to receive dividend. The specific changes include:

  • Addition of provisions allowing members to submit a written waiver in prescribed form to forgo interim or final dividend entitlement
  • Once accepted by the Company, the waiver becomes final, binding and irrevocable from the Record Date or Book Closure date
  • The Company will not be obligated to pay dividend to members who have waived their rights
  • The Board is authorized to frame rules and procedures for implementation of this provision

The rationale for this alteration is to enable shareholders to voluntarily waive their entitlement to dividend in accordance with applicable laws. This alteration is subject to approval of the shareholders of the Company.

Reappointment of Managing Director

The Board approved the reappointment of Mr. Arun Kumar Jain (DIN: 00006132) as Managing Director for a further period of three years effective from 5th May 2026, subject to shareholder approval.

Key details:

  • Mr. Jain is not debarred from holding director office by any SEBI or other authority order
  • He will be entitled to privileges, allowances, facilities and amenities as decided by the Board within limits prescribed under the Companies Act
  • He shall be liable to retire by rotation as per Companies Act, 2013 and Articles of Association
  • The appointment is governed by sections 196, 197, 203 read with Schedule V of Companies Act, 2013

Profile: Mr. Arun Kumar Jain, aged 56 years, is the Managing Director and Promoter of the Company. He holds a Diploma in Textile Technology from Madhya Pradesh Board of Technical Education, Bhopal and has over 31 years of experience in the infrastructure sector. He plays a key role in strategic planning, management, and overall business operations. He has held leadership positions in industry associations including CREDAI and Builders Association of India.

Relationship Disclosure: He is the father of Mr. Riddharth Jain, Director & Chief Executive Officer of the Company.

Reappointment of Whole-Time Director

The Board approved the reappointment of Mr. Anoop Agrawal (DIN: 00006120) as Whole-Time Director for a further period of three years effective from 5th May 2026, subject to shareholder approval.

Key details:

  • Mr. Agrawal is not debarred from holding director office by any SEBI or other authority order
  • He will be entitled to privileges, allowances, facilities and amenities as decided by the Board within limits prescribed under the Companies Act
  • He shall be liable to retire by rotation as per Companies Act, 2013 and Articles of Association
  • The appointment is governed by sections 196, 197, 203 read with Schedule V of Companies Act, 2013

Profile: Mr. Anoop Agrawal, aged 46 years, is the Whole-Time Director, Chief Financial Officer and Promoter of the Company. He has over 22 years of experience in the infrastructure industry and has been associated with the Company since 2006. He plays a key role in project execution, business development, identification of new opportunities, and coordination with governmental authorities.

Relationship Disclosure: Not applicable (NA)