Madhav Infra Projects Ltd has scheduled a Board of Directors meeting for Tuesday, October 13, 2026, to deliberate on significant capital restructuring proposals. The agenda includes approving a preferential issue of securities through the conversion of the promoter group's unsecured loans into fully paid-up equity shares.

The board will also consider varying the terms of issued 1% Non-Cumulative Non-Convertible Redeemable Preference Shares. These are proposed to be converted into 1% Non-Cumulative Compulsorily Convertible Preference Shares, which will subsequently be converted into equity shares. Both actions remain subject to shareholder approval.

Agenda for Board Meeting

The meeting, held at the company's registered office, focuses on two primary financial instruments:

1. Preference Share Conversion: Approval of the variation in terms for existing preference shares to make them compulsorily convertible, followed by the allotment of equity shares upon conversion.
2. Preferential Issue: Approval of the proposal to convert unsecured loans from the promoter group into equity shares through a preferential issue mechanism.

Trading Window Closure

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the trading window for dealing in the company's securities is currently closed. The closure began on Thursday, October 1, 2026, for promoters, directors, Key Managerial Personnel, Designated Persons, and their immediate relatives.

The trading window will remain closed until 48 hours after the announcement of unaudited financial results for the quarter and half-year ended September 30, 2026.

Madhav Infra Projects Limited shareholders approved all nine resolutions proposed at the 33rd Annual General Meeting held on September 30, 2026. The meeting, conducted via video conferencing, saw a voting turnout of 69.22% of outstanding shares.

The company adopted the audited standalone and consolidated financial statements for the fiscal year ended March 31, 2026. This ordinary resolution received overwhelming support, with 99.9998% of votes cast in favor. Only three public non-institutional shareholders voted against the adoption, representing 302 shares out of the 186,599,969 votes polled.

Director Appointments and Governance

Shareholders re-appointed Shri Ashok Khurana as a director retiring by rotation. The resolution passed with 99.9996% support, despite four dissenting members holding 802 shares. Additionally, the board’s recommendation for the continuation of Mr. Shankar Prasad Bhagat as a Non-Executive Independent Director beyond the age of 75 was ratified. This special resolution secured 99.9979% approval, with six dissenting members casting 3,827 votes against.

Borrowing Powers and Related Party Transactions

The meeting authorized the Board to advance loans, provide guarantees, or offer security under Section 185 of the Companies Act, 2013. This special resolution passed with 99.9916% support, though it attracted the highest dissent among governance items, with seven members voting against using 15,723 shares. Similar authorization was granted for encumbrance on company property for external borrowing under Section 180(1)(a), passing with identical vote counts.

Approval was also sought for related party transactions with Waa Solar Limited and Rahatgarh Berkhedri Corridor Private Limited for FY27. The transaction with Waa Solar received 99.9998% support, while the agreement with Rahatgarh Berkhedri Corridor Private Limited passed with 99.9966% approval, facing dissent from five members holding 6,327 shares.

What the Numbers Show

Voting patterns reveal a stark divergence between promoter and public shareholder sentiment. Promoter and promoter group members, holding 185,512,179 shares, voted unanimously in favor of all nine resolutions, contributing zero dissenting votes. In contrast, all dissent originated from public non-institutional shareholders, who voted on only 1,087,790 shares, representing 1.29% of the total votes polled. Despite this low participation rate from the public float, the maximum dissent recorded on any single item was 15,723 shares (0.0084% of total votes), indicating that even among participating public investors, opposition to specific borrowing powers was minimal relative to the total shareholding base.