Board approves preferential warrant issue to promoters; proposes 51.00% stake buy in an infra company
Board meet on 14 October 2026 cleared two proposals needing shareholder approval.
By ScoutQuest · · 3 min read
- Preferential Warrant Issue Size
- up to 1,00,00,000 convertible warrants at Rs. 49.82/- each, aggregating up to Rs. 49,82,00,000/-
- Payment Terms
- 25% payable upfront, rest on conversion; warrants lapse if not exercised within 18 months
- Proposed Stake Acquisition
- 51.00% of Indore Highway Real Estates Pvt Ltd - 25,500 shares for Rs. 38,98,695/- cash
What the board decided
The board of Highway Infrastructure Ltd met on 14 October 2026 and cleared a set of proposals. The warrant issue, the increase in authorised share capital and the share purchase are subject to further approvals, including shareholders' approval.
Preferential issue of warrants to promoters
- Up to 1,00,00,000 fully convertible warrants, each convertible into, or exchangeable for, one equity share.
- Issue price Rs. 49.82/- per warrant, which includes the warrant subscription price and the warrant exercise price.
- Total size up to Rs. 49,82,00,000/-.
- 25% of the issue price is payable upfront by the warrant holder at the time of subscription and allotment of each warrant; the balance is payable when the warrant is exercised for shares.
- Warrants can be exercised in one or more tranches within 18 months from the date of allotment of the warrants. If they are not exercised in that period, the unexercised warrants lapse and the amount already paid on them stands forfeited.
- The allottees are from the promoter and promoter group.
- The issue is on a preferential, private placement basis and is subject to approval of the members by special resolution and other approvals as applicable. A valuation report has been obtained from a registered valuer for the pricing.
Proposal to buy a majority stake in another company
- The board has proposed to acquire 51.00% of the paid-up equity share capital of Indore Highway Real Estates Private Limited, that is 25,500 equity shares.
- Consideration: Rs. 38,98,695/-, to be discharged in cash.
- On completion of the acquisition and registration of the shares in the company's name, the target company will become a subsidiary of Highway Infrastructure Ltd.
- The target company is engaged in infrastructure activity.
- The shares are proposed to be bought from persons related to directors of the company, so the transaction is being undertaken as a related party transaction. The update states the price is based on a registered valuer's report and is proposed to be undertaken on an arm's length basis.
Authorised share capital
- The board approved an increase in the company's authorised share capital, subject to shareholders' approval in the general meeting. Authorised capital is the ceiling up to which a company can issue shares; raising it creates room for issuing more shares.
Notice of extraordinary general meeting
- The board approved the draft notice of an extraordinary general meeting so shareholders can consider the increase in share capital and the issue of warrants to the promoter and promoter group.
What a retail investor should note
- Only the upfront portion of the warrant money is received when the warrants are allotted; the balance comes in only if and when the warrant holders choose to convert the warrants into shares.
- If the warrants are converted, new equity shares will be issued. That increases the total number of shares and reduces existing shareholders' holding to that extent, so conversion leads to dilution over time.
- If warrants are not converted within the stated period, they lapse, the money paid upfront is forfeited, and no shares are issued against them.
- The warrant issue and the stake purchase are proposals that need shareholder approval and other approvals, so they are not effective yet.
- The stake purchase is a related party transaction, meaning the company proposes to buy the shares from persons connected to its directors, with pricing based on a registered valuer's report.
Also from Highway Infrastructure
Receives NHAI Letter of Acceptance for Palayam Fee Plaza operations in Tamil Nadu
23 Oct 2026
EGM on 13 November 2026 to consider authorised capital increase and convertible warrants to promoter group
21 Oct 2026
Company enters into IR mandate with Finportal Investments as Investor Relation Agency
16 Oct 2026
More numbers
- Warrants proposed to promoter and promoter group1,00,00,000
- Issue price per warrantRs. 49.82/-
- Aggregate warrant issue sizeRs. 49,82,00,000/-
- Part of issue price payable upfront25%
- Warrant exercise window from allotment18 (eighteen months)
- Consideration for proposed 51.00% stake acquisitionRs. 38,98,695/-
- Target company shares proposed to be acquired25,500
- Stake proposed in target company51.00%
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