Markolines Pavement Technologies Limited announced that its board of directors has approved a comprehensive scheme of amalgamation with Markolines Infra Limited during a meeting held on March 6, 2026. The board meeting commenced at 12:00 p.m. and concluded at 2:15 p.m. at the company's registered office.

Amalgamation Details and Share Exchange Ratio

The scheme involves the amalgamation of Markolines Infra Limited (Transferor Company) into Markolines Pavement Technologies Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013. The merger will be executed at a share exchange ratio of 1:1.15, meaning shareholders of Markolines Infra Limited will receive 1.15 shares of Markolines Pavement Technologies Limited for every existing share held.

The share exchange ratio has been determined based on a valuation report dated March 5, 2026, issued by Ms. Neha Bhandari (IBBI Registration No.: IBBI/RV/16/2021/14449). Additionally, Aftertrade Broking Private Limited, an independent SEBI registered Category I Merchant Banker, has provided a fairness opinion confirming the ratio is fair from a financial perspective.

Financial Profile of Amalgamating Companies

Both companies demonstrate strong financial positions as of December 31, 2025. Markolines Infra Limited, the transferor company, operates with an authorized capital of Rs. 23,00,00,000 divided into 2,30,00,000 equity shares of Rs. 10 each, with a paid-up capital of Rs. 14,20,00,300.

Strategic Rationale and Business Synergies

The amalgamation aims to create India's largest comprehensive highway operations and maintenance service provider. Markolines Infra Limited, incorporated in 2005, brings expertise in highway operations and maintenance services, including toll operations, route patrolling, incident management, and routine maintenance. The company has successfully executed 31 projects, operating 25 toll plazas and managing over 42,900 lane-kilometers across 16 states.

Markolines Pavement Technologies Limited, incorporated in 2002, specializes in highway maintenance, specialized maintenance services including micro surfacing and cold recycling, and specialized construction services. The merger will combine these complementary capabilities to offer the complete spectrum of highway services from construction to operations.

Regulatory Approvals and Implementation Timeline

The scheme requires multiple regulatory approvals including:

• National Company Law Tribunal approval
• SEBI clearance
• Stock exchange permissions
• Other necessary regulatory sanctions

The board noted that an earlier scheme was returned due to technical errors, which have been addressed in the revised proposal. The company has designated the National Stock Exchange of India Limited as the designated stock exchange for coordinating with SEBI regarding scheme approval.

The effective date will be determined as the closing business hours of the day when all scheme conditions are fulfilled. Post-merger, Markolines Infra Limited will cease to exist, and all its shareholders will become shareholders of the merged entity, resulting in changes to the shareholding pattern of the transferee company.

Markolines Pavement Technologies Limited has completed the conversion of 1,00,000 convertible warrants into equity shares, as announced following a Board meeting held on March 5, 2026. The conversion represents a significant capital structure development for the pavement technology company.

Board Meeting Outcome

The Board of Directors approved the conversion in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Sections 62 and 42 of the Companies Act, 2013. The meeting commenced at 6:30 PM and concluded at 7:10 PM, with Chairman & Managing Director Sanjay Patil overseeing the proceedings.

Allottee Information

RPV Holdings Private Limited, classified as a non-promoter entity, received the entire allotment of converted equity shares. The conversion was executed through preferential allotment, with the company receiving 75% of the issue price per warrant as prescribed under Regulation 169 of the SEBI ICDR Regulations.

Regulatory Compliance

The conversion process adhered to multiple regulatory frameworks and was communicated to both BSE Limited and National Stock Exchange of India Limited under Regulation 30 of SEBI (LODR) Regulations, 2015. The company trades under BSE Scrip Code MARKOLINES and NSE Symbol MARKOLINES.

The conversion effectively eliminates all outstanding convertible warrants from the company's capital structure, providing clarity on the equity base going forward. Each warrant was converted into one fully paid-up equity share, completing the preferential allotment process initiated earlier.