Markolines Pavement Technologies Ltd

AGM Details

• Date and time: 29 September 2026 at 11:30 AM.
• Mode: VC/OAVM with registered office treated as venue.

Resolutions and voting

• Resolution 1 (Ordinary): Adopt financial statements (consolidated and standalone); passed with 100% assent.
• Resolution 2 (Ordinary): Re-appointment of Praveen Panchal as Executive Director; 100% assent.
• Resolution 3 (Special): Re-appointment of Sanjay Patil as Managing Director; promoters abstained; 100% assent.
• Resolution 4 (Special): Re-appointment of Anjali Sapkal as Non-Executive Independent Director; 100% assent.
• Resolution 5 (Special): Appointment of Rahul Modak as Non-Executive Independent Director; 100% assent.

Director changes

• Praveen Sevantilal Panchal: Executive Director; re-appointed by rotation.
• Sanjay Bhanudas Patil: Managing Director; re-appointed.
• Anjali Vikas Sapkal: Non-Executive Independent Director; re-appointed.
• Rahul Ramkrishna Modak: Non-Executive Independent Director; appointed.

AGM Details

• Date, time, mode: 29 September 2026, 11:30–11:48 a.m., via VC/OAVM.
• Quorum present; meeting venue deemed at registered office.

Resolutions proposed

• Resolution 1 (Ordinary): Adoption of audited consolidated and standalone financial statements.
• Resolution 2 (Ordinary): Re-appointment of Praveen Sevantilal Panchal as Director liable to retire by rotation.
• Resolution 3 (Special): Re-appointment of Sanjay Bhanudas Patil as MD for five-year term from 27 Aug 2026.
• Resolution 4 (Special): Re-appointment of Anjali Sapkal as Independent Director for five-year term from 17 Aug 2026.
• Resolution 5 (Special): Appointment of Rahul Ramkrishna Modak as Independent Director for five-year term from 14 Aug 2026.

Director and KMP changes

• Panchal re-appointed as Director liable to retire by rotation.
• Sanjay Bhanudas Patil re-appointed as Managing Director for five years.
• Anjali Vikas Sapkal re-appointed as Independent Director for five years.
• Rahul Ramkrishna Modak appointed as Independent Director for five years.

Auditors

• Statutory auditor and secretarial auditor attended; no appointment changes disclosed.

Voting process

• Remote e-voting facility used; e-voting open for 15 minutes post-AGM.

Voting results status

• Voting results to be announced and uploaded within the statutory period.

Markolines Pavement Technologies Ltd closes trading window from 1 October 2026 to 48 hours after approval and declaration of unaudited standalone and consolidated results for the quarter and half year ended 30 September 2026

AGM Details

• Date and time: 29 September 2026 at 11:30 a.m. via VC/OAVM.
• Record date for voting: 22 September 2026.
• Remote e-voting window: 25 September 2026 to 28 September 2026.
• Venue deemed for VC/OAVM: Registered Office, Navi Mumbai.

Ordinary Business

• Adopt audited consolidated and standalone financial statements for year ended 31 March 2026.
• Re-appointment of Executive Director retiring by rotation.

Special Resolutions

• Re-appointment of Sanjay Bhanudas Patil as Managing Director for 5 years from 27 August 2026.
• Re-appointment of Anjali Vikas Sapkal as Non-Executive Independent Director for second term (2026–2031).
• Appointment of Rahul Ramkrishna Modak as Non-Executive Independent Director for 5 years (Aug 2026–Aug 2031).

Financial performance

• Consolidated revenue from operations: Rs 348.49 crore, up 13.35% YoY.
• EBITDA: Rs 48.54 crore; margin 13.93%.
• PAT: Rs 26.23 crore; PAT margin 7.53%.
• Basic EPS: Rs 11.90; YoY up 17.10%.
• 5-year CAGR: Revenue ~17%; EBITDA ~21%; PAT ~27%.
• Dividend paid FY26: Rs 3.30 crore.
• Consolidated equity: Rs 202.61 crore; long-term borrowings: Rs 10.06 crore.

Growth & strategy

• Diversified into specialized construction; revenue share ~35%.
• Order visibility strong: unexecuted > Rs 600 crore; pipeline ~Rs 2,000 crore.
• Listed on NSE Main Board on 14 Oct 2025; migrated to BSE earlier.
• Proposed amalgamation: Markolines Infra Ltd merger filed with exchanges.

Capital & liquidity

• Paid-up capital: Rs 22.20 crore.
• Convertible warrants converted into equity: 1,99,200 shares issued.
• Adjusted net debt: Rs 8431.98 lakh; debt/equity 0.42.
• Current ratio: 1.80; working capital ~Rs 94.15 crore.

Order book & visibility

• Unexecuted order book exceeds Rs 600 crore.
• Active bidding pipeline around Rs 2,000 crore.
• Goal: convert visibility into timely, profitable project execution.

Governance & leadership

• Sanjay Patil reappointed as Managing Director for 5 years from Aug 27, 2026.
• Anjali Sapkal reappointed Independent Director for a second term, Aug 17, 2026–Aug 16, 2031.
• Rahul Modak appointed Independent Director from Aug 14, 2026.
• Akash Phatak ceased as Independent Director from Aug 1, 2026.

Audits & compliance

• Statutory auditors: M/s Jay Gupta & Associates; no qualifications.
• Secretarial auditors: DSM & Associates; no adverse observations.
• Internal auditors: M/s R. G. Mundada & Company.
• Governance: Company complies with SEBI LODR; AGM/CSR disclosures as required.

CSR & ESG

• CSR expenditure: Rs 72.96 Lakhs; 2% of average net profit.
• Impact: 500 children benefited; 70% completed primary education.

MD re-appointment

• Re-appoints Sanjay Bhanudas Patil as MD for 5 years from 27 Aug 2026, subject to member approval.
• DIN 00229052; appointment details in Annexure-A.
• Annexure-A notes Patil's profile and spouse relation with Non-Executive Director Kirtinandini Patil.
• Shareholding: 57,35,360 equity shares (26.02%).

AGM and governance approvals

• AGM 24th; scheduled on 29 Sep 2026 at 11:30 AM via Video Conferencing.
• Notice of AGM approved.
• Directors' Report for FY ended 31 March 2026 approved.
• Secretarial Audit Report for FY ended 31 March 2026 approved.
• Scrutinizer appointed for e-voting: Sanam Umbargikar, DSM & Associates.

Regulatory/compliance and disclosures

• Not debarred from directorship by SEBI or any authority.

Business Overview

• Specialist highway maintenance and construction firm; end-to-end O&M lifecycle platform.
• Expanding into marine and sports infra post-merger.

Key Operational Highlights

• Q1 FY27 revenue Rs 75.86 Cr; YoY +4.33%.
• EBITDA Rs 9.44 Cr; margin 12.10%.
• PAT Rs 4.36 Cr; margin 5.75%.
• Outstanding orders book Rs 550+ Cr as on 30-Jun-2026.
• Highway MMR order book Rs 105.69 Cr; Specialized Maint Rs 64.31 Cr; Specialized Construction Rs 380.17 Cr.
• MIL merger with MPTL approved; 1:1.05 share exchange.
• Unexecuted order book ~Rs 550 Cr; bidding pipeline ~Rs 2,000 Cr.

Financial Performance

• FY26 consolidated revenue Rs 348.49 Cr; EBITDA Rs 48.54 Cr; PAT Rs 26.23 Cr.
• FY26 EBITDA Margin 13.93%; PAT Margin 7.53%.
• Q1 FY27: revenue Rs 75.86 Cr; EBITDA Rs 9.44 Cr; PAT Rs 4.36 Cr; margins 12.10% / 5.75%.

Capital Structure & Liquidity

• Promoter holding 55% as on 30-Jun-2026.
• Short-term borrowings Rs 76.09 Cr; long-term borrowings Rs 10.06 Cr.
• Cash & equivalents Rs 1.83 Cr.

Strategic Priorities & Outlook

• Merger creates unified highway lifecycle O&M platform; cost synergies.
• Target Rs 1,000 Cr revenue and Rs 2,000 Cr bidding pipeline.
• Expand into marine and other infra segments; sustain lifecycle cost optimization.
• Pan-India presence; technology-driven maintenance; strong client network.

Risks & Mitigation

• Risks: project delays and policy shifts; mitigated by diversified orders and pipeline.
• Merger integration risks; mitigated by consolidation and unified platform.

Governance & Leadership

• Board approved merger; SEBI clearance obtained; 1:1.05 share exchange.
• Founder & CMD: Sanjay Patil; Co-Founder & CFO: Vijay Oswal.

Overview

• Proposed amalgamation between transferor and transferee entities to consolidate assets and liabilities.

Purpose & Rationale

• Consolidation through restructuring to streamline asset and liability transfer.

Key Terms & Structure

• Transaction type: amalgamation of the transferor into the transferee.
• NCLT sanction required; regulatory clearances to file with the tribunal.
• Stock exchanges issued No Objection to filing with NCLT.
• Creditor consent may be required where applicable.
• Listing to be completed within 60 days of NCLT order.

Financial Impact

• Assets and liabilities from transferor will transfer to transferee.
• Post-merger balance sheet will reflect the combined entity.
• Shareholding/capital structure details to be disclosed in scheme materials.

Stakeholders

• Shareholders and creditors will be impacted by asset/liability transfer.
• Public disclosures and creditor approvals required as part of approval process.

Status & Next Steps

• Observation letters indicate no adverse observations, enabling NCLT filing.
• Observation letters valid for six months; scheme to be filed within period.
• Next steps: file with NCLT and pursue listing within 60 days of order.

Financial highlights

• Q1FY27 revenue from operations Rs 75.86 crore, up 4.33% YoY.
• EBITDA Rs 9.18 crore, up 8.68% YoY.
• PBT Rs 5.57 crore, up 5.02% YoY.
• PAT Rs 4.36 crore, up 15.06% YoY.
• EBITDA margin expanded 49 bps YoY.
• Unexecuted order book remains robust at Rs 550+ crore as of 30 June 2026.

Strategic and governance developments

• Amalgamation of Markolines Infra Limited progressing; scheme submitted to stock exchanges.
• Sobhagya Capital Options appointed as Merchant Banker.
• NSE and BSE approved listing and trading of 1,62,800 equity shares on warrant conversion.

Outlook and expansion

• Entry into Marine Infrastructure Construction & Maintenance segment being pursued.
• Exploring jetty construction and repair/maintenance opportunities for marine facilities.
• Project pipeline remains robust; technology-led solutions like Micro Surfacing, CIPR and FDR support growth.
• FY27 opening shows positive momentum in revenue and profitability.