Highway Infrastructure Ltd

Target overview

• Target: Indore Highway Real Estates Private Limited, an infrastructure-focused private company in India.
• Turnover for FY2023-24 was Rs 59,44,634; FY2024-25 and FY2025-26 were nil.

Deal terms

• Acquisition size: 25,500 equity shares representing 51% stake for Rs 38,98,695.
• Consideration: cash; price Rs 152.89 per share.
• Post-acquisition: Highway Infrastructure will hold 51% and gain control; subsidiary.

Related party and approvals

• Related party: promoters/relatives are sellers; arm's length per valuation.
• Regulatory approvals: none identified; subject to applicable approvals.

Timing and background

• Timeline: approx. one month.
• Target background: incorporated 02 January 2013; paid-up capital Rs 5,00,000; operates in infrastructure in India.
• Strategic rationale: acquire controlling interest to strengthen infrastructure presence.

Order details

• Awarding entity: Uttar Pradesh Expressways Industrial Development Authority (UPEIDA).
• Nature: Work Order for toll plaza collection and operation with 4 patrol-cum-safety vehicles.
• Total value: Rs 220,66,33,332; first year Rs 105,07,77,777; 10% escalation in year 2.
• Execution period: 2 years.
• Domestic awarding entity: Yes.
• Promoter interest: No; related party transactions: No; arm's length not applicable.

Highway Infrastructure Limited: Trading window closed from October 1, 2026 until 48 hours after the unaudited results for the quarter ended September 30, 2026 are declared

AGM Details

• Date and time: 24 Sep 2026 at 3:00 PM IST.
• Mode: VC/OAVM.
• Cut-off date for voting rights: 18 Sep 2026.

Key Resolutions and results

• Resolution 1: Adopt audited standalone and consolidated financial statements; passed.
• Resolution 2: Reappointment of Anoop Agrawal as director; passed.
• Resolution 3: Appointment of Ritesh Gupta & Co. as Secretarial Auditor; passed.

Director changes

• Anoop Agrawal reappointed as director (retiring by rotation).

Auditor appointments

• Secretarial auditor M/s Ritesh Gupta & Co. appointed for five-year term.

Meeting Details

• Date: Wednesday, September 30, 2026; Virtual group investor meeting.
• Conference name: Arihant Capital Bharat Connect Conference – Rising Stars.

Participants

• Key participant: Company Secretary & Compliance Officer.
• Meeting format: group interaction with institutional investors.

Purpose

• Purpose: investor interaction with institutional investors and analysts.

Additional Notes

• Schedule subject to change; details to be disclosed on the company site.

Governance / Compliance

• AGM approved appointment of M/s Ritesh Gupta & Co as Secretarial Auditor for Apr 1, 2026–Mar 31, 2031.
• AGM held on 24 September 2026.

AGM Details

• Date and time: 24 September 2026, 03:00 PM IST; mode: VC/OAVM.

Resolutions

• Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Reappointment of director Anoop Agrawal by rotation.
• Appointment of Secretarial Auditor M/s Ritesh Gupta & Co. for five years.

Voting status

• Voting results to be declared after Scrutinizer's Report.

Contract win details

• LOA from UPEIDA for Gorakhpur Link Expressway toll collection.
• Two-year contract with extension up to six months at UPEIDA's discretion.
• Total contract value Rs 220.66 crore.
• First-year payments of Rs 105.08 crore.
• Second-year payments escalate by 10%.

LOA details

• Awarding entity: Uttar Pradesh Expressways Industrial Development Authority (UPEIDA).
• Scope: Collection of user fees and operation of toll plazas at Gorakhpur Link Expressway.
• Includes deployment of four patrol-cum-safety vehicles with staffing.
• Total contract value: Rs 220,66,33,332 for two years; Year 1 Rs 105,07,77,777.
• Year 2 onward: 10% annual escalation.
• Execution period: 2 years.
• Domestic entity.
• Promoter-related/related party: No promoters' interest; arm's length.
• Material impact: Not disclosed.
• LOA date: Issued 16 September 2026.

AGM notice and email-registration update

• The company has started dispatching letters to shareholders without registered emails for AGM notice.
• A web-link will access the AGM notice and Annual Report for those without registered emails.
• The 21st AGM is scheduled for 24 September 2026 at 3:00 PM IST via VC/OAVM.
• Email-address update cutoff date is 14 August 2026 for non-registered holders.
• Annual Report for FY2025-26 is available on the company's website and stock exchanges.
• Dematerialised holders should update their email addresses with their Depository Participant.