Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Udayshivakumar Infra Limited (BSE: 543861, NSE: USK)

Meeting Details

  • Date: Wednesday, September 30, 2026
  • Time: 3:00 PM (IST)
  • Location: Registered Office at 1924A/196, Banashankari Badavane, Near NH-4 Bypass, Davangere, Karnataka - 577005
  • Type: 7th Annual General Meeting

Financial Performance Highlights (FY 2025-26)

The company reported a significant turnaround in profitability despite revenue contraction:

  • Revenue from Operations: ₹2,113.26 lakhs (FY25: ₹2,891.27 lakhs) - 26.9% decrease
  • Total Income: ₹2,143.90 lakhs (FY25: ₹2,954.76 lakhs)
  • Profit Before Tax: ₹58.01 lakhs (FY25: Loss of ₹654.33 lakhs)
  • Net Profit: ₹185.32 lakhs (FY25: Net loss of ₹652.26 lakhs)
  • Earnings Per Share: ₹0.33 (Basic & Diluted) (FY25: ₹(1.18))
  • EBITDA: ₹1,781.39 lakhs (FY25: ₹908.17 lakhs) - 96.1% increase

Financial Position and Borrowings

  • Total Borrowings: ₹726.66 lakhs (Non-Current: ₹187.02 lakhs; Current: ₹539.64 lakhs)
  • Secured Borrowings: ₹1,396.64 lakhs (Non-Current) + ₹1,870.21 lakhs (Current Maturities)
  • Cash and Cash Equivalents: ₹147.65 lakhs
  • Total Equity: ₹1,703.08 lakhs
  • Current Ratio: 1.70 (Previous year: 1.86)
  • Debt Equity Ratio: 0.45 (Previous year: 0.36)

Borrowing Facilities:

Significant borrowing relationships with HDFC Bank Ltd. (₹1,359.47 lakhs term loans), State Bank of India (₹158.62 lakhs overdraft), HDFC Bank (₹268.45 lakhs overdraft), Daimler Financial Services (₹6.28 lakhs), and Mercedes-Benz Financial Services (₹116.65 lakhs). These are secured by hypothecation of vehicles/equipment and equitable mortgages on numerous residential/commercial properties in Davangere, Karnataka.

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements as at March 31, 2026 and reports of Board of Directors and Auditors thereon.

2. Director Reappointment: To appoint Mrs. Amrutha (DIN: 07774973) who retires by rotation and offers herself for re-appointment.

Special Business

3. Ratification of Cost Auditor Remuneration: Approval for remuneration of ₹1,00,000 plus applicable taxes to M/s MURTHY & CO. LLP as Cost Auditors for FY 2026-27.

4. Approval of Related Party Transactions: Omnibus approval for transactions with related parties as detailed in the explanatory statement, with monetary values ranging from ₹1 crore to ₹200 crores across various entities.

5. Increase in Authorized Share Capital: Proposal to increase authorized share capital from ₹56.50 crores (5.65 crore shares of ₹10 each) to ₹72.50 crores (7.25 crore shares of ₹10 each) by creating 1.6 crore new equity shares to facilitate future fundraising.

Related Party Transactions Disclosure

Extensive transactions with related parties (KMP, their relatives, and entities they control) totaled ₹9,693.68 lakhs during FY26. Significant transactions include:

  • Purchases from Udayshivakumar Stone Crusher: ₹1,044.85 lakhs
  • Sub-contract receipts from joint ventures: ₹4,975.51 lakhs
  • Sub-contract expenses to related parties: ₹2,054.27 lakhs

The explanatory statement provides detailed table of proposed related party transactions with 16 different entities, including joint ventures and family-related businesses, with total proposed transaction values exceeding ₹500 crores.

Voting Process and Methods

  • Remote E-voting Period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • Cut-off Date: September 23, 2026 for determining eligibility to vote
  • Voting Methods: Remote e-voting through NSDL platform, physical voting at venue through ballot paper, proxy voting
  • Scrutinizer: Roshan Raikar & Associates appointed to scrutinize the voting process
  • Register of Members Closure: September 24, 2026 to September 30, 2026

Additional Operational Information

  • Work Order Pipeline: ₹201,201 lakhs consisting of 28 major projects in Karnataka
  • Contingent Liabilities: ₹1,337.06 lakhs towards disputed income-tax demands under appeal
  • MSME Dues: Outstanding dues of ₹25.48 lakhs to micro and small enterprises with accrued interest of ₹0.61 lakhs
  • Credit Rating: CRISIL A3+ for bank guarantees, CRISIL BBB/Stable for cash credit and term loans
  • Shareholding Pattern: Promoters hold 67.35%, public holds 32.65%
  • Dematerialization: 100% shares held in dematerialized form
  • Dividend: No dividend recommended for FY 2025-26

Compliance and Governance

The company confirms compliance with Companies Act, 2013, SEBI (LODR) Regulations, 2015, and Secretarial Standards issued by ICSI. The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The company supports the Ministry of Corporate Affairs' green initiative by sending notices and annual reports electronically to registered members.