Desco Infratech Ltd signed a Memorandum of Understanding (MoU) with DenEB Air Gases Private Limited to pursue engineering, procurement and construction (EPC) opportunities in the LNG, LCNG and CNG infrastructure sectors.

The agreement, disclosed on September 16, 2026, outlines a strategic collaboration aimed at combining the commercial, technical and execution capabilities of both entities. The partnership focuses on identifying, bidding for and securing suitable domestic EPC projects within the clean energy infrastructure space.

Strategic Collaboration Details

The MoU establishes a framework for long-term cooperation rather than a fixed financial arrangement. Key terms include:

• Scope: Joint pursuit and execution of EPC projects related to LNG, LCNG and CNG infrastructure.
• Financials: Payment terms will be mutually discussed and agreed upon in writing on a project-by-project basis. No fixed financial arrangement has been finalized under the MoU.
• Nature: The transaction is not classified as a related-party transaction. Neither Desco Infratech nor its promoter group holds an interest in DenEB Air Gases.

DenEB Air Gases is a private limited company operating in the energy and industrial gas sectors. Its capabilities span end-to-end EPC solutions and technical services for natural gas, LNG, LPG, cryogenic systems and on-site clean gas generation.

Rationale and Expected Benefits

Desco Infratech stated that the collaboration leverages complementary strengths to enhance competitiveness in the growing gas infrastructure market. The arrangement is expected to facilitate access to new business opportunities, strengthen project execution capabilities and create sustainable business avenues for both parties.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III and SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023.

Desco Infratech Limited has issued a revised outcome of its board meeting held on September 5, 2026, to rectify a typographical error regarding a proposed borrowing limit.

The company clarified that the aggregate amount for loans, guarantees, or securities under Section 185 of the Companies Act, 2013, was approved at ₹30 crore, not ₹50 crore as inadvertently stated in the initial filing. The revision does not alter the substance of the board's decisions.

Governance and Director Changes

The board recommended the re-appointment of Mr. Pankaj Pruthu Desai as Managing Director, who retires by rotation. Additionally, the board proposed the regularization of Mr. Shailesh Kalidas Naik as an Independent Director for a five-year term effective July 1, 2026. Mr. Naik brings over a decade of experience in urban infrastructure and utility management, including a tenure as Director (Commercial) at Vadodara Gas Limited.

Remuneration revisions were also proposed for Mr. Malhar Pankaj Desai, Whole-Time Director, and Mr. Samarth Pankaj Desai, Director. A commission payment proposal for Managing Director Mr. Pankaj Pruthu Desai was put forward for shareholder approval.

Increased Borrowing and Investment Limits

The board sought special resolution approvals from members to enhance financial flexibility:

• Increase borrowing powers under Section 180(1)(c) of the Companies Act, 2013, from ₹50 crore to ₹150 crore.
• Raise the limit for selling or leasing undertakings under Section 180(1)(a) from ₹50 crore to ₹150 crore.
• Approve loans, guarantees, or securities under Section 185 up to an aggregate of ₹30 crore. This includes loans to subsidiaries Shri Green Agro Energies Private Limited (₹10 crore), Desco Bio Green Private Limited (₹10 crore), and Desco Global FZ-LLC (₹10 crore).
• Increase limits for investments, loans, guarantees, or securities under Section 186 from ₹50 crore to ₹60 crore.

Related-Party Transactions

The board approved two material related-party transactions exceeding the SEBI LODR Regulation 23 threshold, subject to shareholder approval:

These transactions require inclusion in the AGM notice for member approval as they exceed the prescribed materiality thresholds. Mr. Pankaj Pruthu Desai, Mr. Malhar Pankaj Desai, and Mr. Samarth Pankaj Desai are interested in these resolutions.

Remuneration Revisions

The board proposed specific remuneration changes effective October 1, 2026:

Additionally, the commission payable to Managing Director Mr. Pankaj Pruthu Desai is proposed to increase from 0.3% to 1% of the total turnover. This revision reflects the company's growth in turnover from ₹29.39 crore in FY24 to ₹118.61 crore in FY26.