Madhav Infra Projects Limited

Key Resolutions

Resolution 1: Variation of terms of 3,79,00,000 fully paid-up 1% Non-Cumulative Non-Convertible Redeemable Preference Shares (face value ₹10 each) into 4,65,03,067 1% Non-Cumulative Compulsorily Convertible Preference Shares (face value ₹1 each), convertible into 4,65,03,067 equity shares at ₹8.15 per share (including premium of ₹7.15 per share).

Resolution 2: Preferential issue of 4,19,01,840 equity shares (face value ₹1 each) at ₹8.15 per share to promoter group entities through conversion of outstanding unsecured loans totaling ₹34,15,00,000.

Quantitative Details

Preference Share Conversion:

  • Existing preference shares: 3,79,00,000 shares of ₹10 each
  • New convertible preference shares: 4,65,03,067 shares of ₹1 each
  • Conversion price: ₹8.15 per equity share
  • Resultant equity shares: 4,65,03,067

Loan Conversion Details:

  • Total loan amount: ₹34,15,00,000
  • Equity shares to be issued: 4,19,01,840
  • Issue price: ₹8.15 per share
  • Allocation:
  • Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Pvt. Ltd.: 1,71,77,914 shares (₹14,00,00,000 loan)
  • Madhav (Sehora Silodi Corridor) Highways Pvt. Ltd.: 1,71,77,914 shares (₹14,00,00,000 loan)
  • Madhav Power Pvt. Ltd.: 50,23,558 shares (₹4,09,42,000 loan)
  • Infinity Infrabuild Ltd.: 25,22,454 shares (₹2,05,58,000 loan)

Dates and Timeline

  • Board meeting date: October 13, 2026
  • Cut-off date for voting eligibility: October 9, 2026
  • Remote e-voting period: October 14, 2026 (12:00 PM IST) to November 12, 2026 (5:00 PM IST)
  • Results announcement: On or before November 16, 2026

Voting Arrangements

  • NSDL appointed for remote e-voting facilitation
  • Scrutinizer: CS Haresh Kapuriya (ACS 26109) of K H & Associates
  • Results to be published on company website, NSDL website, and communicated to BSE

Financial Impact

  • No cash inflow from either transaction (consideration other than cash)
  • Reduction of liability by ₹37,90,00,000 (preference share redemption obligation)
  • Reduction of unsecured loans by ₹34,15,00,000
  • Increase in equity share capital
  • Strengthening of balance sheet through debt-to-equity conversion

Shareholding Pattern Impact

Pre-issue:

  • Total shares: 26,95,81,560
  • Promoter holding: 68.81% (18,55,12,179 shares)
  • Public holding: 31.18% (8,40,69,381 shares)

Post-issue (assuming full conversion):

  • Total shares: 35,79,86,468
  • Promoter holding: 76.52% (27,39,17,087 shares)
  • Public holding: 23.48% (8,40,69,381 shares)
  • No change in control or management

Valuation and Pricing

  • Relevant date for pricing: October 14, 2026
  • 90-day VWAP: ₹8.15
  • 10-day VWAP: ₹7.28
  • Independent valuer: Mohini Sharma (IBBI/RV/03/2022/15133)
  • Fair value determined: ₹8.15 per share
  • Minimum issue price: ₹8.15 (higher of 90-day VWAP and valuer's assessment)

Lock-in Requirements

  • Equity shares and preference shares subject to lock-in as per SEBI ICDR Regulations Regulation 167
  • Pre-preferential shareholding of allottees also subject to lock-in

Corporate Governance

  • Certificate from practicing company secretary obtained
  • All regulatory disclosures made as per Schedule VI of SEBI ICDR Regulations
  • No wilful defaulters or fugitive economic offenders involved
  • Company in compliance with continuous listing conditions