Madhav Infra Projects Limited has notified the stock exchanges of a proposed inter-se transfer of 54,34,764 equity shares, representing a 2.016% stake in the company, executed via a Gift Deed among its promoters. The transaction, filed on August 5, 2026, involves Mrs. Neelakshi Amit Khurana acquiring the shares from Mr. Ashok Madhavdas Khurana. As this is a transfer within the promoter group, there will be no change in the total shareholding percentage of the promoters post-transaction.

The acquisition is structured under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which exempts qualifying persons—specifically those named as promoters in the shareholding pattern for not less than three years prior to the proposed acquisition—from making an open offer. The filing confirms that both the transferor and transferee have complied with applicable disclosure requirements under Chapter V of the Takeover Regulations during the preceding three years.

Transaction Details

The key parameters of the proposed inter-se transfer are outlined below:

Since the transfer is by way of gift, the volume-weighted average market price and price determination clauses under Regulation 8 are not applicable. The acquirer has declared that all conditions specified under Regulation 10(1)(a) regarding exemptions have been duly complied with.

Impact on Shareholding Pattern

The transaction will alter the individual shareholding positions of the involved promoters while keeping the aggregate promoter group holding constant. Prior to the transaction, Mrs. Neelakshi Amit Khurana held 80,43,120 shares (2.984%), while Mr. Ashok Madhavdas Khurana held 7,57,16,940 shares (28.087%).

Following the completion of the gift deed, Mrs. Neelakshi Amit Khurana’s holding is expected to rise to 1,34,77,884 shares, representing a 5.00% stake. Conversely, Mr. Ashok Madhavdas Khurana’s shareholding will reduce to zero shares (0.00%). The filing was signed by Mrs. Neelakshi Amit Khurana in Vadodara on August 5, 2026.

Madhav Infra Projects Limited reported a 35% year-on-year decline in standalone profit after tax (PAT) to ₹447.37 lakh for the quarter ended June 30, 2026, driven by a sharp drop in revenue from operations. The infrastructure developer’s standalone revenue fell to ₹5,875.69 lakh from ₹8,724.08 lakh in the corresponding quarter of the previous year, reflecting softer project execution or billing cycles. Consolidated PAT also declined by 16% to ₹624.91 lakh, despite a marginal rise in consolidated revenue to ₹9,012.80 lakh from ₹9,037.99 lakh. The results highlight pressure on margins as construction expenses remained elevated relative to revenue inflows.

The Board of Directors approved the unaudited standalone and consolidated financial results at a meeting held on July 30, 2026, at the company’s registered office in Vadodara. Statutory auditors M/s Shah & Kadam, Chartered Accountants (FRN: 117413W), conducted a limited review of the results in accordance with Standard on Review Engagements (SRE) 2410. The auditors drew attention to Note No. 4 of the results, which discloses the non-ascertainment and non-provision of Deferred Tax Liability as per Ind AS 12 Income Taxes, noting that provisions will be made at the end of the financial year.

Standalone Financial Performance

Standalone profit before tax stood at ₹592.40 lakh, down from ₹843.86 lakh in Q1FY25. Total expenses were ₹5,283.29 lakh, comprising ₹2,447.85 lakh for cost of materials consumed and ₹2,816.56 lakh for construction expenses. Employee benefit expenses were ₹439.97 lakh, while finance costs amounted to ₹445.77 lakh. Depreciation and amortisation expense was ₹202.62 lakh. Basic earnings per share (EPS) declined to ₹0.17 from ₹0.26 in the year-ago period.

Consolidated Financial Performance

On a consolidated basis, revenue from operations increased slightly to ₹9,012.80 lakh from ₹9,037.99 lakh in Q1FY25. However, consolidated PAT fell to ₹624.91 lakh from ₹747.86 lakh. The group’s share of net loss from six joint ventures was ₹49.24 lakh for the quarter. Total comprehensive income attributable to owners of the group was ₹625.71 lakh. Paid-up equity share capital remained unchanged at ₹2,695.82 lakh.

Auditor's Observations and Scope Limitations

M/s Shah & Kadam did not review the interim financial statements of 15 subsidiaries, whose total assets stood at ₹12,895.03 lakh as at June 30, 2026. These subsidiaries reported total revenues of ₹313.71 lakh and net profit after tax of ₹64.32 lakh for the quarter. The auditors also did not review the statements of one associate and six joint ventures. The review conclusion is based solely on the unaudited financial statements furnished by management.

Board Decisions and Corporate Governance

The Board appointed Ms. Ishwari Hanumantsinh Sindha as Company Secretary and Compliance Officer with effect from July 30, 2026, under Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (LODR) Regulations, 2015. Ms. Sindha holds a B.Com. degree and is pursuing an LL.B. from The Maharaja Sayajirao University of Baroda. She brings experience in managing secretarial and regulatory compliances for listed entities. The Board also approved the draft notice for the 33rd Annual General Meeting, authorising the Managing Director, CFO, or Company Secretary to fix the date, time, venue, and book closure dates.