Key Resolutions for Shareholder Approval

Item 1: Special Resolution - Insertion of Article 154A for Dividend Waiver

  • Proposal to insert new Article 154A in Articles of Association allowing members to waive right to receive dividend
  • Members may submit written waiver in prescribed form to forgo interim or final dividend
  • Waiver becomes final, binding and irrevocable from Record Date/Book Closure date
  • Board authorized to frame rules and procedures for implementation

Item 2: Ordinary Resolution - Re-appointment of Mr. Arun Kumar Jain as Managing Director

  • Re-appointment for 3 years from 05 May 2026 to 04 May 2029
  • Maximum remuneration: ₹1,20,00,000 per annum (Basic salary not exceeding ₹10,00,000 per month)
  • Perquisites include: LTA for self and family once in 2 years, medical expenses up to two months' salary, club fees, car with driver, telephone reimbursement, medical & accident insurance, gratuity, PF contributions
  • Current remuneration: ₹60,00,000 per annum (FY 25-26)
  • Shareholding: 24.79% equity shares with beneficial interest

Item 3: Ordinary Resolution - Re-appointment of Mr. Anoop Agrawal as Whole-Time Director

  • Re-appointment for 3 years from 05 May 2026 to 04 May 2029
  • Maximum remuneration: ₹1,20,00,000 per annum (Basic salary not exceeding ₹10,00,000 per month)
  • Perquisites include: LTA for self and family once in 2 years, medical expenses up to two months' salary, club fees, car with driver, telephone reimbursement, medical & accident insurance, gratuity, PF contributions
  • Current remuneration: ₹60,00,000 per annum (FY 25-26)
  • Shareholding: 26.77% equity shares

Voting Details

  • Cut-off date for voting rights: Friday, 05 June 2026
  • Remote e-voting period: 09:00 AM IST on Sunday, 14 June 2026 to 05:00 PM IST on Monday, 13 July 2026
  • E-voting service provider: Central Depository Services (India) Limited (CDSL)
  • Results announcement: On or before Wednesday, 15 July 2026
  • Scrutinizer: CS Manish Maheshwari (Membership No.: 5174, COP No. 3860)

Document Availability

  • Available on company website: www.highwayinfrastructure.in
  • Available on stock exchange websites: BSE Limited (www.bseindia.com) and NSE (www.nseindia.com)
  • Available on CDSL website: https://www.evotingindia.com

Financial Impact

  • Director remuneration commitments: Maximum ₹2.4 crore annually for both directors
  • No immediate cash flow impact from dividend waiver provision
  • No quantified financial impact disclosed for Article amendment