MIMadhav Infra Projects539894Preferential allotment

Board approves variation of preference share terms and preferential allotment against promoter loan

Board meeting held on Tuesday, October 13, 2026.

By ScoutQuest · Tue 13 Oct 2026, 9:14 PM IST · 3 min read

Preference Shares Varied

3,79,00,000 1% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each

New Preference Shares

4,65,03,067 1% Non-Cumulative Compulsorily Convertible Preference Shares of Rs. 1/- each

Equity Shares Issue

up to 4,19,01,840 equity shares of Rs. 1/- each at Rs. 8.15/- each

Board meeting outcome of October 13, 2026

The board approved three items. The first two change the company's capital structure, and both are set to be placed before the shareholders for approval.

1. Existing preference shares being varied

• The board considered and approved variation of the rights and terms of the existing 3,79,00,000 1% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/- each.
• These are to become 4,65,03,067 1% Non-Cumulative Compulsorily Convertible Preference Shares of Rs. 1/- each.
• Each such preference share is compulsorily convertible into equity shares of face value Rs. 1/- each at a price of Rs. 8.15/- per equity share, including a premium of Rs. 7.15/- per share.
• So the conversion can result in up to 4,65,03,067 equity shares.
• The proposed allottee of these preference shares is WAA SOLAR LIMITED, promoter group.
• Conversion can happen at any time after allotment, but on or before the expiry of 18 months from the date of allotment.
• This is subject to approval of the shareholders.

2. Equity shares against outstanding unsecured loan

• The board approved issue of up to 4,19,01,840 equity shares of Rs. 1/- each at an issue price of Rs. 8.15/- per equity share, including premium of Rs. 7.15/- per share.
• These are proposed to be issued on a preferential allotment basis upon conversion of the outstanding unsecured loan to the promoter group, subject to approval of the shareholders and such other regulatory authority as may be required.

Who is proposed to get these shares

• Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Private Limited: 1,71,77,914 equity shares
• Madhav (Sehora Silodi Corridor) Highways Private Limited: 1,71,77,914 equity shares
• Madhav Power Private Limited: 50,23,558 equity shares
• Infinity Infrabuild Limited: 25,22,454 equity shares
• Total: 4,19,01,840 equity shares

All four are promoter group entities.

3. Postal ballot and scrutinizer

• The board approved the draft Notice of Postal Ballot along with the explanatory statement, and authorised officials to finalise and dispatch it to seek the approval of the shareholders for the matters stated in it.
• Mr. Haresh Kapuriya, Partner of M/s. K H & Associates, Company Secretaries, was approved as the Scrutinizer to scrutinize the e-voting process.

4. Shareholding after the preferential issue

Assuming full conversion of the 1% Non-Cumulative Compulsorily Convertible Preference Shares into equity shares, the post-preferential holding of the allottees would be:

• Waa Solar Limited: 4,65,03,067 shares, 12.99%
• Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Private Limited: 1,71,77,914 shares, 4.80%
• Madhav (Sehora Silodi Corridor) Highways Private Limited: 1,71,77,914 shares, 4.80%
• Madhav Power Private Limited: 50,23,558 shares, 1.40%
• Infinity Infrabuild Limited: 25,22,454 shares, 0.70%

What this means, in simple terms

• Preference shares are a separate class of shares that carry a fixed rate of dividend and normally do not carry voting rights. Here they are 'compulsorily convertible', which means they must convert into equity shares.
• When new equity shares are issued, the total number of shares goes up. A holder who does not receive these new shares ends up with a smaller percentage of the company. This is called dilution.
• The equity shares in item 2 are proposed to be issued against an outstanding unsecured loan owed to the promoter group, so the loan is being converted into shares rather than repaid in cash.
• The price of Rs. 8.15/- per equity share is the same for both items, and the premium over the Rs. 1/- face value is Rs. 7.15/- per share.
• Both the variation of the preference share terms and the preferential allotment are subject to the approval of the shareholders, so they do not take effect on their own.

Nothing here is a view, opinion or recommendation of ScoutQuest, its parent, directors or employees. ScoutQuest is a technology company: this page was assembled automatically from public sources using artificial intelligence, and may contain errors or omissions. Confirm everything against the original source before you act on it. Any use of this page is at your own risk, and neither ScoutQuest nor its parent, directors or employees accepts liability for it.

About ScoutQuest · Logos provided by Logo.dev