Madhav Infra Projects Ltd

Resolutions

• Special Resolution 1: Convert Redeemable Preference Shares into Compulsorily Convertible Preference Shares at Rs 8.15 per equity share.
• Special Resolution 2: Preferential issue of 4,19,01,840 Equity Shares to promoter group against unsecured loans at Rs 8.15.
• Outcome: Results will be announced after the voting period ends.
• Material impact: Post-issue promoter holding rises to 76.52%; no change in control anticipated.
• Price and timing: Relevant date 14 Oct 2026; issue price Rs 8.15; 15-day allotment window.
• Counterparties: Promoter-group entities including Waa Solar Limited.

Capital structure changes

• Approved variation of 3,79,00,000 CCPS into 4,65,03,067 CCPS convertible into equity shares at Rs 8.15.
• Subject to shareholders' approval.

Promoter-led preferential issue

• Approved issue of up to 4,19,01,840 equity shares at Rs 8.15 upon conversion of promoter-group unsecured loan.
• Investors include Waa Solar Limited and four promoter-group entities.

Shareholder approvals and notices

• Approved draft Notice of Postal Ballot for shareholder approvals.

Governance

• Appointed Haresh Kapuriya as Scrutinizer for e-voting.

Madhav Infra Projects Limited — Closure of Trading Window from 1 October 2026 till 48 hours after the declaration and publication of the unaudited Financial Results of the Company for the quarter and half year ended 30 September 2026

Financial performance

• Standalone total income ₹454.70 Cr; down 21.3% YoY.
• Standalone EBITDA ₹62.22 Cr; down 5.0%.
• Standalone PAT ₹26.14 Cr; down 3.1%.
• Standalone EPS ₹0.97; down 3.0%.
• Standalone net worth ₹239.06 Cr; up 12.3%.
• Consolidated total income ₹510.46 Cr; down 17.2% YoY.
• Consolidated EBITDA ₹74.56 Cr; up 2.4%.
• Consolidated PAT ₹27.41 Cr; up 6.0%.
• Consolidated EPS ₹1.01; up 5.2%.
• Consolidated net worth ₹240.05 Cr; up 12.2%.
• No dividend declared for FY2025-26.
• Standalone current ratio 1.98.
• Standalone net debt to equity ratio 0.22.

Capital structure & liquidity

• Standalone gross debt ₹12,976.54 lakh; net debt ₹5,328.81 lakh.
• Equity ₹23,906.49 lakh; cash ₹1,186.48 lakh; unutilised lines ₹14.25 crore.
• Current borrowings ₹5,323.71 lakh; non-current ₹7,652.83 lakh.
• Credit ratings: CARE BBB; Stable (LT); CARE BBB; Stable / CARE A3 (ST).
• No deposits accepted.

Governance & leadership

• Kamal Lalani resigned as Non-Executive Independent Director on 26 Sep 2025.
• Shankar Prasad Bhagat continues as Non-Executive Independent Director beyond 75; till Aug 14, 2029.
• Nomination & Remuneration Committee reconstituted 26 Sep 2026; Nikhil Kaushik as Chair.
• Kushbu Prajapati resigned 12 May 2026; Ishwari Sindha appointed 30 Jul 2026.
• Board met 10 times in FY2025-26.

Related party transactions

• RPT with Waa Solar Limited up to ₹200 Cr for FY2026-27.
• RPT with Rahatgarh Berkhedi Corridor Private Limited up to ₹200 Cr.
• Audit Committee reviewed and approved these RPTs; terms mutually agreed.

Group structure & subsidiaries

• 15 Indian subsidiaries; SPVs for highways and solar projects.
• Key associate: Mansha Textiles Pvt Ltd (21.57%).
• Joint ventures include MS Khurana Engineering JV; Eagle Infra India JV; others.

Audit & internal controls

• Statutory auditors Shah & Kadam; annual report unqualified.
• Secretarial auditors KH & Associates; no qualifications.
• Internal audit by M/s JHS and Associates LLP; 2025-26.
• Directors' Responsibility Statement confirms going concern and internal controls.

Outlook & risks

• India to sustain infra growth; PM GatiShakti capital expenditure.
• Rail and roads outlays ₹2.78 Lakh crore and ₹2.76 Lakh crore FY2026-27.
• Renewables demand rising; 500 GW non-fossil capacity by 2030.
• Risks: raw material costs, inflation, working capital, financing.

CSR & ESG

• CSR spend ₹62.72 lakh; Education and medical facilities.
• Policy available on company website; Rama Memorial Foundation donations.

AGM details

• AGM via VC/OAVM on late September 2026 at 12:30 IST.
• Register/Book closure window in late September 2026.

Key resolutions

• Ordinary: adopt standalone and consolidated financial statements for the year.
• Ordinary: reappoint a director retiring by rotation.
• Special: reaffirm continuation of a Non-Executive Independent Director after attaining age 75, term until 2029.
• Special: authorize Board to advance loans/guarantee up to Rs 700 Crores.
• Special: increase borrowing limit to Rs 1,000 Crores.
• Special: authorize encumbrance over assets for borrowings.
• Ordinary: ratify cost auditor remuneration of Rs 75,000.
• Ordinary: approve related party transactions with a related party up to Rs 200 Crores.
• Ordinary: approve related party transactions with another related party up to Rs 200 Crores.

Book Closure and AGM Details

• Book closure from 24 September 2026 to 30 September 2026 (inclusive) for AGM eligibility.
• Purpose: attendance and voting at the 33rd Annual General Meeting.
• Record/cut-off date: 23 September 2026 for determining voting eligibility.
• AGM date: 30 September 2026 at 12:30 IST.
• Security: Equity shares of Madhav Infra Projects Ltd (Scrip code 539894).
• E-voting period: 27 September 2026, 9:00 AM to 29 September 2026, 5:00 PM.

Corrigendum highlights

• Draft 33rd Annual Report approved by the Board on July 30, 2026.
• Authorized MD/CFO/CS to fix AGM date, time, venue, and book closure.
• Omission in Outcome corrected; matter already placed before the Board and approved.

Inter-se promoter transfer

• Promoter group to transfer 75,716,940 Madhav Infra shares via Gift Deed on/after 12 August 2026.
• Transfers from Ashok Khurana to Amit Khurana (8,688,614), Neelakshi (5,434,764), and Armaan Amit Trust (61,593,562).
• No cash consideration; transfer is exempt under Regulation 10(1)(a)(ii).
• Post-transaction holdings: Amit 5.00%, Neelakshi 5.00%, Armaan Trust 53.03%.
• Total promoter shareholding increases to 63.03% among acquirers; seller's stake becomes 0%.
• Proposed transfer date on/after 12 August 2026; filed as Reg 10(5) intimation.
• Total transfers amount to 28.087% of Madhav Infra share capital.
• Annexures include disclosure formats and compliance assurances under SEBI SAST Chapter V.