Highway Infrastructure Limited has initiated a postal ballot process to seek shareholder approval for the re-appointment of its Managing Director and Whole-Time Director for a further term of three years, alongside an amendment to its Articles of Association regarding dividend waivers. The remote e-voting facility is open from June 14, 2026, to July 13, 2026, with the cut-off date for determining voting rights set as June 5, 2026. The Board approved these resolutions during its meeting held on June 6, 2026.

The company has proposed the re-appointment of Mr. Arun Kumar Jain as Managing Director and Mr. Anoop Agrawal as Whole-Time Director, both for a period of three years commencing May 5, 2026, and ending May 4, 2029. Mr. Jain, aged 56, is a promoter with over 31 years of experience in the infrastructure sector, while Mr. Agrawal, aged 46, serves as Whole-Time Director, Chief Financial Officer, and promoter with over 22 years of industry experience. The remuneration for both directors is proposed not to exceed ₹1.2 crore per annum, inclusive of perquisites and allowances.

In addition to the leadership appointments, the Board has sanctioned an alteration to Clause 154A of the Articles of Association. This special resolution seeks to enable shareholders to voluntarily waive their right to receive interim or final dividends for any financial year. Once communicated and accepted by the company, such a waiver will be final and binding from the relevant Record Date or Book Closure date.

The re-appointments are governed by Sections 196, 197, and 203 read with Schedule V of the Companies Act, 2013. The company disclosed that neither Mr. Jain nor Mr. Agrawal is debarred from holding the position of Director by any order of SEBI or other authorities. Mr. Jain is the father of Mr. Riddharth Jain, the Director & Chief Executive Officer of the company.

Central Depository Services (India) Limited (CDSL) has been engaged to provide the remote e-voting facility. The results of the e-voting will be announced on or before July 15, 2026. The information was submitted in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Approvals

Highway Infrastructure Limited disclosed that its promoters and promoter group did not create any encumbrances on shares, directly or indirectly, during the financial year ended March 31, 2026. The declaration confirms that no shares were pledged by the members of the promoter and promoter group, including persons acting in concert, as of the specified date. This compliance filing ensures transparency regarding the holding status of the company's key stakeholders.

The disclosure was submitted to the stock exchanges in accordance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company filed the intimation with BSE Limited and National Stock Exchange of India Ltd on April 4, 2026. The filing includes declarations from promoters Arun Kumar Jain, Anoop Agrawal, and Riddharth Jain on behalf of the promoter and promoter group.

Regulatory Compliance Details

The submission details the compliance status of the company's promoters regarding share encumbrances for the full financial year. The specific declarations received from the promoters are outlined below:

The declarations were addressed to the Audit Committee of Highway Infrastructure Limited and the respective stock exchanges. Palak Rathore, Company Secretary & Compliance Officer, signed the submission to the exchanges on April 4, 2026.