PNC Infratech Limited has announced a significant promoter group share transfer involving 1,96,08,000 equity shares, representing 7.64% of the company's total share capital. The proposed inter-se transfer among promoter group members is scheduled to take place on or after March 11, 2026, pursuant to the partition of certain Hindu Undivided Families (HUFs).

Transaction Structure and Participants

The share transfer involves four transferees and three transferor entities, all members of the promoter group. The transferees include Meena Jain, Chakresh Kumar Jain, Madhavi Jain, and Ashita Jain, while the transferors comprise Pradeep Kumar Jain HUF, Chakresh Kumar Jain HUF, and Yogesh Kumar Jain HUF.

Regulatory Compliance and Exemptions

The transaction falls under Regulation 10(1)(a)(ii) of the SEBI Takeover Regulations, which provides exemption from making an open offer. The proposed transfer will be undertaken without any consideration, as it stems from the partition of the transferor HUFs. All parties involved have confirmed compliance with applicable disclosure requirements under Chapter V of the Takeover Regulations for the three years prior to the proposed acquisition date.

Market Pricing and Valuation

The volume weighted average market price for PNC Infratech Limited's equity shares during the 60 trading days preceding the notice date was INR 234.80 on the National Stock Exchange, which recorded the maximum trading volume during this period. Since the proposed transfer involves no consideration, the transferees have declared that the 25% price limit over the computed market price will not be breached.

Impact on Shareholding Pattern

The transaction will result in changes to individual shareholdings within the promoter group while maintaining the overall promoter group holding. Post-transaction, the individual shareholdings will be redistributed as follows:

The three transferor HUFs, which currently hold 92,56,500 shares (3.61%), 52,50,000 shares (2.05%), and 51,01,500 shares (1.99%) respectively, will have nil shareholding post-transaction. Other members of the promoter group, holding 8,84,20,500 shares (34.46%), will remain unaffected by this transfer.

Disclosure Documentation

The company has submitted comprehensive documentation to both BSE Limited and National Stock Exchange of India Limited, including historical disclosure records under Regulation 31(4) regarding no encumbrance declarations for the financial years ended March 31, 2023, 2024, and 2025. These disclosures confirm that the promoter group has maintained 143841000 equity shares (56.07%) without any encumbrance during these periods.

PNC Infratech Limited has officially announced its unaudited financial results for the quarter and nine months ended December 31, 2025, under Regulation 33. The infrastructure construction company reported quarterly standalone revenue of Rs. 1,056 crores with maintained profitability across its diversified project portfolio.

Q3FY26 Financial Performance

The company's standalone financial results for Q3FY26 demonstrate steady operational performance with improved margins despite revenue decline:

Consolidated Results Show Strong Performance

PNC Infratech's consolidated financial results for Q3FY26 reflect the company's diversified operations:

Nine-Month Performance Overview

For the nine-month period FY26, PNC Infratech's consolidated financials showed significant improvement in profitability:

Asset Monetization Impact

The company's financial performance includes significant gains from asset monetization activities. The Q2FY26 results included a gain of Rs. 152 crores net of tax from monetization of 1 HAM asset, while the nine-month period reflected gains of Rs. 430 crores net of tax from monetization of 11 HAM assets. Additionally, the company realized a gain of Rs. 5 crores from the sale of equity shares of PNC Bareilly Nainital Highways Private Limited.

Strong Orderbook Position

PNC Infratech maintains a robust orderbook with remaining contract value exceeding Rs. 19,300 crores as of December 31, 2025. The orderbook includes diverse infrastructure projects across multiple states and authorities:

Regulatory Compliance and Transparency

PNC Infratech announced these financial results on February 9, 2026, in compliance with SEBI regulations. The company has also made available the audio recording of its earnings conference call with investors and analysts on its website at https://www.pncinfratech.com/financials.html , with the transcript to be shared with stock exchanges in due course.