Newtime Infrastructure Ltd

Transaction summary

• Target: Newtime Infrastructure Limited.
• Acquirer: MGR Investment Private Limited; promoter and promoter group.
• Type: Acquisition of voting shares via allotment of equity shares from CCPS conversion.
• Pre-transaction holding: NIL across voting rights, encumbrances, VRs, and warrants.
• Acquired 18,84,061 equity shares (0.36% of diluted capital) via conversion of 10% CCPS.
• Mode: Allotment of equity shares.
• Date: 14.08.2026.
• Post-transaction holding: 18,84,061 shares; 0.36% of diluted capital; no encumbrances.
• Share capital context: before 524,838,000; after 526,722,061; diluted after 526,722,061.

Promoter CCPS conversion to equity

• Atambhu Buildwell Pvt Ltd, promoter group, converted 10% CCPS into 2,16,66,469 equity shares.
• Post-acquisition promoter stake in Newtime Infrastructure is 4.13%.
• Equity capital increased from ₹524,838,000 to ₹546,504,469.
• Date of acquisition: 14 August 2026.
• Mode of acquisition: allotment of equity shares on conversion of CCPS.
• Total post-acquisition voting capital: 546,504,469 shares.
• Before acquisition, promoter holding was NIL.

Promoter CCPS conversion details

• MGR Investment Private Limited acquired 1,884,061 equity shares via conversion of 10% CCPS.
• Date of acquisition: 14 August 2026.
• Post-acquisition equity share capital: 526,722,061.
• Post-acquisition diluted share capital: 526,722,061; promoter stake: 0.36%.
• Pre-acquisition holding: NIL; post-acquisition holdings: 18,84,061 shares.
• Mode: allotment of equity shares through conversion of 10% CCPS.
• Category: proposed promoter group disclosures under SEBI Reg 29(2) and 7(2).

Disclosure details

• Target Company: Newtime Infrastructure Limited.
• Disclosing Party: Atambhu Buildwell Private Limited; promoter and promoter group.
• Transaction Type: Acquisition via allotment of equity shares through CCPS conversion.
• Pre-Transaction Holding: NIL in all shareholding categories.
• Transaction Details: 21,666,469 equity shares acquired; 4.13% of total; via CCPS conversion; date 14-08-2026.
• Post-Transaction Holding: 21,666,469 shares; 4.13%.
• Mode: Allotment of equity shares via conversion of 10% CCPS.
• Date of Transaction: 14 August 2026.
• Share Capital Context: Before 524,838,000; After 546,504,469; Total diluted 546,504,469.

Financial results approved

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.
• Limited Review Reports on these results issued by the statutory auditors.

CCPS conversion and equity allotment

• Conversion of 2,35,50,530 CCPS into equal number of equity shares.
• Equity shares rank pari-passu with existing shares; subject to SEBI lock-in.
• Promoter/allottee shares allotted to MGR Investment Pvt Ltd and Atambhu Buildwell Pvt Ltd.
• In-principle BSE approval received; final conversion approved on 14 August 2026.

Key managerial appointment and disclosures

• Ayushi Awasthi appointed Company Secretary and Compliance Officer, effective 14 August 2026.
• Regulatory disclosures under Regulation 30 filed for KMP change.

Auditor remarks and regulatory matters

• Provisional attachment order under PMLA cited; management says no impact on operations.
• Going concern emphasis for a subsidiary due to losses; material uncertainty noted.
• Trade payables/receivables and intercompany balances to be reconciled.

Financial highlights

• Standalone Q1 2026 revenue from operations: 46.00; other income: 18.42; total: 64.42.
• Standalone PBT: -106.74; PAT: -106.74; Basic/Diluted EPS: -0.02.
• Consolidated Q1 2026 revenue from operations: 72.14; other income: 20.50; total: 92.64.
• Consolidated PBT: -155.11; PAT: -102.58; Basic/Diluted EPS: -0.02.
• CCPS allotment completed on 27 Feb 2026; in-principle stock exchange approval received on 17 Nov 2025.

Audit notes & material disclosures

• Limited Review on standalone and consolidated results; emphasis of matter on provisional attachment under PMLA.
• Going concern risk for Aerthaa Luxury Homes Private Limited due to Rs 184.39 lakh losses as of 30-06-2026.
• Auditors note reconciliation/confirmation needed for trade payables/receivables and related-party items.
• Auditors' reports are not modified for these matters.

Capital actions & notes

• In-principle approval from stock exchange received 17 Nov 2025; CCPS issued 27 Feb 2026 convertible into equity.
• On 07 Feb 2024: 1,82,00,000 convertible warrants issued; 46,00,000 shares allotted on 08 Feb 2024; 1,36,00,000 warrants lapsed.
• Labour Code changes not material to standalone/consolidated results; monitoring ongoing.

Dematerialisation status

• Dematerialisation requests for the quarter ended June 2026 were processed (accepted/rejected) and confirmed to depositories.
• Dematerialised securities have been listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates were mutilated and cancelled; the depository’s name registered as owner within 15 days.