Meeting Details

  • Date: Wednesday, September 30, 2026
  • Time: 1:00 PM
  • Mode: Video Conferencing/Other Audio Visual Means

Ordinary Business Items

Item 1: Adoption of Financial Statements

To receive, consider and adopt audited standalone and consolidated financial statements for FY ended March 31, 2026 together with Reports of Board of Directors and Auditors.

Item 2: Re-appointment of Director

To appoint Ms. Ashley Mehta (DIN: 08068781), Non-Executive Director who retires by rotation and offers herself for re-appointment.

Item 3: Appointment of Statutory Auditors

To appoint M/s Rohit KC Jain & Co., Chartered Accountants (Firm Registration Number: 020422N) as Statutory Auditor for 5 years from conclusion of 18th AGM till conclusion of 23rd AGM, at remuneration to be determined by Audit Committee and Board.

Special Business Items

Item 4: Change in Designation of Ms. Ashley Mehta

To approve change in designation from Non-Executive Director to Executive Director for 5 years effective October 1, 2026, with remuneration in range of ₹1.5 crore to ₹3 crore per annum (salary, allowances, perquisites, benefits, performance-linked incentive/commission).

  • Aggregate remuneration shall not exceed ₹3 crore per annum
  • Shall oversee execution, supervision and coordination of company's projects
  • Shall not participate in finance and accounts functions
  • Currently holds 3.40% of paid-up equity share capital (779,442 shares)
  • Daughter of Mr. Sanjay Mehta (Promoter/Director)

Item 5: Increase in Authorized Share Capital

To increase Authorized Share Capital from ₹25 crore (2.5 crore equity shares of ₹10 each) to ₹35 crore (3.5 crore equity shares of ₹10 each) by creating 1 crore additional equity shares.

  • Required to provide headroom for proposed fund-raising initiatives
  • Does not result in immediate issuance or dilution
  • Consequential alteration of Clause V of Memorandum of Association

Item 6: Qualified Institutions Placement (QIP)

To raise funds up to ₹150 crore through issuance of equity shares and/or convertible securities via QIP in one or more tranches.

  • Securities to be issued to Qualified Institutional Buyers as per SEBI ICDR Regulations
  • Allotment to be completed within 365 days from shareholder approval
  • Minimum 10% allocation to mutual funds
  • Price not less than QIP Floor Price determined as per Regulation 176(1) of SEBI ICDR Regulations
  • Discount of up to 5% permitted on floor price
  • No allotment to promoters or related persons
  • Single allottee cannot exceed 50% of issue size
  • SEBI-registered credit rating agency to monitor use of proceeds

Item 7: Preferential Issue of Warrants to Promoters

To issue up to 1,934,236 fully convertible warrants to promoters at ₹517 per warrant, aggregating ₹100 crore.

  • Allottees: Sanjay Mehta (967,118 warrants), Puneet Pal Singh (967,118 warrants)
  • Conversion period: 18 months from allotment date
  • 25% payment (₹129.25 per warrant) on allotment, balance 75% on conversion
  • Pre-issue promoter holding: 72.59% (16,655,876 shares)
  • Post-issue promoter holding (fully diluted): 74.72% (18,590,112 shares)
  • Lock-in as per SEBI ICDR Regulations
  • Relevant date for pricing: August 31, 2026
  • Floor price: ₹516.19 (90-day VWAP) vs ₹467.72 (10-day VWAP)
  • Valuation report from Corporate Professionals Valuation Services Pvt Ltd: ₹510.62 per warrant
  • Proceeds utilization: ₹80 crore for working capital, ₹20 crore for general corporate purposes over 2 years

Item 8: Ratification of Cost Auditor Remuneration

To ratify remuneration of ₹1,00,000 per annum plus out-of-pocket expenses to M/s Verma Khushwinder & Co, Cost Accountants (Registration No. 000469) for FY 2026-27.

Item 9: Increase in Borrowing Limits

To increase borrowing limit under Section 180(1)(c) of Companies Act, 2013 to ₹2,000 crore over and above aggregate of paid-up share capital, free reserves and securities premium.

Item 10: Creation of Charge/Mortgage

To create charge/mortgage on company assets and undertaking under Section 180(1)(a) to secure borrowings up to ₹2,000 crore.

Related Party Transaction Approvals

Item 11: SRM-Rajinder Projects JV

  • Value: ₹350 crore
  • Nature: Execution of works, supply of materials, services
  • FY 2025-26 transactions: ₹114.22 crore
  • JV Financials (FY 2025-26): Turnover ₹144.98 crore, PAT ₹5.97 crore, Net Worth ₹30.57 crore

Item 12: ECI-SRM Projects JV

  • Value: ₹120 crore
  • Nature: Execution of works, supply of materials, services
  • FY 2025-26 transactions: ₹15.38 crore
  • Q1 FY 2026-27 transactions: ₹0.88 crore
  • JV Financials (FY 2025-26): Turnover ₹18.90 crore, PAT ₹0.25 crore, Net Worth ₹0.09 crore

Item 13: SRM-RSB Projects JV

  • Value: ₹125 crore
  • Nature: Execution of works, supply of materials, services
  • FY 2025-26 transactions: ₹12.11 crore
  • Q1 FY 2026-27 transactions: ₹32.63 crore
  • JV Financials (FY 2025-26): Turnover ₹17.75 crore, PAT ₹0.63 crore, Net Worth ₹3.15 crore

Item 14: SRM-RKCPL JV

  • Value: ₹700 crore
  • Nature: Execution of works, supply of materials, services
  • No previous transactions reported

Item 15: Maccaferri Infrastructure Private Limited (Subsidiary)

  • Value: ₹200 crore
  • Nature: Execution of works, supply of materials, services
  • FY 2025-26 transactions: ₹26.35 crore
  • Q1 FY 2026-27 transactions: ₹11.17 crore
  • Subsidiary Financials (FY 2025-26): Turnover ₹266.89 crore, PAT ₹2.50 crore, Net Worth ₹66.47 crore
  • Company holding: 38.25%

Item 16: Maccaferri Environmental Solutions Private Limited

  • Value: ₹250 crore
  • Nature: Supply of raw materials and related services
  • FY 2025-26 transactions: Not quantified

Financial and Operational Context

  • Current issued, subscribed and paid-up capital: ₹22.94 crore (22,944,200 equity shares of ₹10 each)
  • FY 2025-26 consolidated turnover: ₹1,025.57 crore
  • Business: Engineering and construction specializing in roads, bridges, tunnels, slope stabilization and civil infrastructure projects

Voting Requirements

  • Ordinary Resolutions: Items 1, 2, 3, 4, 5, 8, 11, 12, 13, 14, 15, 16
  • Special Resolutions: Items 6, 7, 9, 10

Key Dates and Periods

  • AGM Date: September 30, 2026
  • Executive Director designation effective: October 1, 2026 (if approved)
  • Warrant conversion period: 18 months from allotment
  • QIP completion period: 365 days from shareholder approval
  • Related party transaction validity: Until conclusion of next AGM

Inspection Availability

  • Memorandum and Articles of Association available for inspection at registered office
  • Valuation reports and company secretary certificates available on company website