Highway Infrastructure544477Board key decisions

Board approves capital increase, warrant issue to promoters; proposes 51% buy in real estate firm

Board meeting outcome dated 14 Oct 2026.

By ScoutQuest · Wed 14 Oct 2026, 8:44 PM IST · 3 min read

Authorised share capital increase: Rs.40,00,00,000 to Rs. 50,00,00,000
Warrants to promoter & promoter group: Up to 1,00,00,000 warrants at Rs. 49.82/- each, aggregating up to Rs. 49,82,00,000/-
Proposed 51% acquisition: 25,500 equity shares at Rs. 152.89 each, totalling Rs. 38,98,695/- in cash

What the board approved

The board of Highway Infrastructure Limited met on 14 October 2026 and approved four items. Two of them are proposals that still need shareholder approval, which is why the board also approved the notice of an Extra Ordinary General Meeting (EGM).

Authorised share capital goes up

The authorised share capital is to increase from Rs.40,00,00,000 divided into 8,00,00,000 equity shares of Rs. 5/- each to Rs. 50,00,00,000 divided into 10,00,00,000 equity shares of Rs. 5/- each.
Authorised capital is the ceiling on how much share capital a company can issue. Raising it does not by itself bring any money in; it creates headroom for future issues.
The change is subject to shareholders' approval in the General Meeting, and Clause V of the Memorandum of Association is proposed to be amended to reflect the new figure.

Warrants to promoter and promoter group

The board approved issuing up to 1,00,00,000 warrants, each convertible into, or exchangeable for, one equity share within 18 months.
The price is Rs. 49.82/- per warrant, including the warrant subscription price and the warrant exercise price, aggregating up to Rs. 49,82,00,000/-.
25% of the issue price, or Rs. 12.46/- per warrant, is payable upfront at the time of subscription and allotment. The balance 75%, or Rs. 37.36/-, is payable when the warrant holder chooses to convert.
The route is a preferential issue on a private placement basis, and the allottees named are three investors: Anoop Agrawal, Riddharth Jain and Tirth Agrawal.
Warrants may be converted in one or more tranches within 18 months from allotment. If they are not exercised in that window, the unexercised warrants lapse and the amount already paid on them stands forfeited.
This needs shareholders' approval by way of a Special Resolution. The Relevant Date for the preferential issue is 14 October 2026, and a valuation report from a registered valuer has been obtained.

Proposed purchase of a 51% stake

The board proposed to acquire 51% of the paid-up equity share capital of Indore Highway Real Estates Private Limited, that is 25,500 equity shares of Rs. 10/- each.
The price is Rs. 152.89 per equity share, aggregating to Rs. 38,98,695/-, payable in cash.
The target's paid-up equity share capital is Rs. 5,00,000, comprising 50,000 equity shares of Rs. 10/- each. It is in the business of infrastructure.
Its turnover was Nil for FY 2025-26, Nil for FY 2024-25, and Rs. 59,44,634 for FY 2023-24.
The company's pre-acquisition holding in the target is Nil. After the acquisition and registration of the shares, the target will become a subsidiary of the company, giving it control over the target's business and operations. The indicative time period for completion is approximately one month.
The sellers include persons related to directors (Mrs. Neetu Agrawal, Mrs. Jyoti Jain and Ms. Anshita Jain), so the transaction is being undertaken as a related party transaction. Part of the purchase is also proposed from Mrs. Rachna Agrawal, which does not constitute a related party transaction. The price is based on a valuation report and the transaction is proposed on an arm's length basis.

What happens next

An EGM notice was approved for shareholders to consider the increase in share capital and the issue of warrants to the promoter and promoter group. The capital increase and the warrant issue both require shareholder approval before they take effect.

How to read this

This is a set of board-level proposals rather than completed actions: the capital increase and the warrant issue await shareholder approval. The warrant issue, if fully subscribed and converted, would bring in up to Rs. 49,82,00,000/- and result in the issue of up to 1,00,00,000 new equity shares to the promoters. The stake purchase, if completed, would add a subsidiary with 51% ownership for Rs. 38,98,695/- in cash.

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