PNC Infratech Limited has successfully concluded a long-standing legal matter by receiving Rs 20.00 crore as settlement compensation from the erstwhile director of Gwalior Bypass Project Ltd. The settlement, finalized on April 7, 2026, brings closure to a Corporate Insolvency Resolution Process (CIRP) that has been ongoing since 2020.

Background of the Resolution Process

The infrastructure company had originally submitted a resolution plan for Gwalior Bypass Project Ltd in 2020, which received approval from the Committee of Creditors (CoC) and a Letter of Intent (LOI) from the Resolution Professional in August 2020. However, the resolution plan faced significant delays and remained unapproved by the Hon'ble NCLT due to various applications and counter-applications filed by stakeholders, including Mr Nakul Bharana, the erstwhile suspended director of the corporate debtor.

Settlement Details and Terms

The amicable settlement was reached with Mr Nakul Bharana after the company decided not to pursue the resolution plan further. The decision came after considering the protracted nature of the proceedings and the financial burden of maintaining commitments for nearly six years.

As part of the settlement terms, PNC Infratech has issued a No-Objection Certificate (NOC) to Mr Nakul Bharana, stating that it has no objection if financial creditors and other stakeholders consider any offer by the suspended director under Section 12A of the Insolvency and Bankruptcy Code.

Financial Impact and Company Position

The settlement provides compensation for the significant costs incurred by PNC Infratech during the extended legal proceedings. The company had maintained a performance bank guarantee of Rs 29.51 crore since August 2020, which remained valid for nearly six years, along with substantial expenditure of time, effort, and financial resources in pursuing the matter.

Regulatory Compliance

The company has informed both BSE Limited and National Stock Exchange of India Limited about this development under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the trading window for dealing in the company's securities by designated employees and connected persons has been closed in accordance with insider trading regulations.

This settlement allows PNC Infratech to recover a substantial portion of its costs while enabling the company to focus its resources on other business opportunities without the continued burden of the protracted legal proceedings.

PNC Infratech Limited has completed a comprehensive inter-se transfer of 1,96,08,000 equity shares among promoter group members, filing detailed regulatory disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction, executed on March 27, 2026, involved the complete divestment of three Hindu Undivided Families (HUFs) through partition arrangements while maintaining the overall promoter group shareholding structure.

Regulatory Compliance Framework

The company submitted comprehensive disclosures under Regulation 10(6) of SEBI Takeover Regulations to BSE Limited and National Stock Exchange of India Limited on March 31, 2026. The filing follows an earlier disclosure made on March 03, 2026, under Regulation 10(5), ensuring full compliance with regulatory timelines for inter-se transfers among promoter group members.

HUF Partition and Complete Divestment

Three Hindu Undivided Families executed complete divestment of their shareholdings through partition arrangements, transferring their entire stakes to designated family members. The transaction represents a strategic reorganization within the promoter group structure.

Beneficiary Shareholding Enhancement

Four individual family members acquired the transferred shares, significantly enhancing their respective shareholdings through this internal reorganization while remaining within the promoter group framework.

Transaction Structure and Exemption

The inter-se transfer qualified for exemption under Regulation 10(1)(a)(ii) of SEBI Takeover Regulations, eliminating the requirement for an open offer. The transaction was executed at nil consideration as part of the HUF partition process, maintaining the integrity of the promoter group structure.

The comprehensive regulatory documentation ensures full transparency and compliance with SEBI disclosure requirements while facilitating the internal reorganization of promoter group shareholding patterns without affecting the overall ownership structure.