R P P Infra Projects Ltd

AGM rescheduled

• 31st AGM rescheduled from 16 September 2026 to 25 September 2026.
• To be conducted via Video Conferencing/Other Audio-Visual Means (VC/OAVM).
• Board approved the change via circular resolution.
• Other AGM matters remain unchanged.

Acquisition details

• Target: R P P Infra Projects Limited.
• Disclosing Party: G Visalatchi B G Abin Dinesh Diva Projects Private Limited (non-promoter).
• Transaction type: Acquisition of 1,699,636 voting shares; open market purchase.
• Pre-transaction holding: 2,559,548 shares (5.16%).
• Acquired: 1,699,636 voting shares (3.43%).
• Mode and dates: Open market; 12/08/2026 to 13/08/2026.
• Post-transaction holding: 4,259,184 shares (8.59%).
• Before acquisition: Rs.49,58,59,180; 4,95,85,918 equity shares.
• After acquisition: Rs.49,58,59,180; 4,95,85,918 equity shares.
• Total diluted post-acquisition: 4,95,85,918 shares.

Key details

• Target company: RPP Infra Projects Limited.
• Disclosing Party: Ms. N A Yagavi, promoter group.
• Transaction Type: Disposal of equity shares.
• Pre-Transaction Holding: 3,973,672 shares (8.01%).
• Transaction Details: Sold 1,734,389 equity shares (3.50%), open market.
• Post-Transaction Holding: 2,239,283 shares (4.51%).
• Mode/Date: Market sale on 12/08/2026 and 13/08/2026.
• Equity share capital/total voting capital before: 495 85 918.
• Equity share capital/total voting capital after: 495 85 918.
• Total diluted share/voting capital after: 495,8591 8.

Acquisition details

• Target: R P P Infra Projects Limited.
• Acquirer: G Visalatchi; PAC: Abin Dinesh Diva Projects Private Limited.
• Promoter group: No.
• Exchanges: NSE and BSE.
• Equity shares acquired: 2,559,548; 5.16%.
• Post-acquisition holding: 2,559,548 shares; 5.16%.
• Mode: Open market purchase.
• Salient features: On par with existing equity shares.
• Date of acquisition: 06/08/2026 to 11/08/2026.
• Capital before: Rs 49,58,59,180; 4,95,85,918 shares.
• Capital after: Rs 49,58,59,180; 4,95,85,918 shares.

Disposal details

• Target Company: RPP Infra Projects Limited.
• Disclosing Party: Ms. A Nithya (Promoter).
• Transaction Type: Disposal of equity shares via stock exchange.
• Shares disposed: 1,092,242; instrument: equity shares; mode: stock exchange.
• Date of disclosure: 13/08/2026.

Promoter disposal

• P. Arul Sundaram disposed 1,712,000 shares of RPP Infra Projects Limited via stock exchange on 10 Aug 2026.

Rating Action

• Total bank loan facilities rated: Rs 642 crore.
• Long-term rating downgraded to Crisil BBB/Stable from BBB+/Stable.
• Short-term rating downgraded to Crisil A3+ from A2.
• Bank debt facilities enhanced to Rs 642 crore (from Rs 557 crore).

Rationale

• EBITDA margin declined to about 2.2% in FY26 from 7.5–8.5%.
• Interest coverage weakened to about 1.7x in FY26.
• Order book over Rs 3,700 crore across 42 projects provides visibility.
• Promoter experience and above-average financial risk profile support ratings.
• Exposure to intense competition and raw material price volatility; Sri Lanka real estate SPV risk.
• Liquidity: bank limits around 71% utilization; current ratio ~1.6x.

Outlook & Material Changes

• Outlook: Stable.
• Downgrade reflects weaker operating performance and profitability pressure.
• Debt limit enhanced and rating action reflects increased debt headroom.

Key Financials

• Operating income: Rs 1,438.26 crore (FY2025).
• PAT: Rs 65.46 crore (FY2025).
• PAT margin: 4.55% (FY2025).
• Debt/Adjusted Net Worth: 0.07x; Interest coverage: 5.87x (FY2025).
• Gearing: 0.2x; TOL/NW: 1.0x (as of Mar 31, 2026).

Watchpoints / Risks

• Dependency on project execution stabilization and escalation claims realisation.
• Real estate SPV debt recourse to parent; project commencements critical.

Meeting Details

• Board meeting on 31 July 2026 to approve unaudited standalone/consolidated results for quarter ended 30 Jun 2026.

Key Agenda Items

• Inter alia consider and approve unaudited standalone and consolidated financial results for the quarter ended 30 June 2026.

Other Notes

• No additional material notes disclosed in the filing.

Resolutions

• Special Resolution: Appoint K. Jagannathan as Non-Executive Independent Director for 2-year term (Apr 20, 2026–Apr 19, 2028).
• Ordinary Resolution: Enhance limits of material related party transactions with Repplen Projects Private Limited.

Outcomes

• Special Resolution outcome: approved; 99.95% in favour; passed by requisite majority.
• Ordinary Resolution outcome: approved; 99.82% in favour; passed by requisite majority.
• Shareholder impact: increased related party transaction limits with Repplen Projects Private Limited.
• Promoter/related party abstentions: none.

Dematerialisation/rematerialisation status

• Dematerialisation requests processed and confirmed to depositories by the RTA.
• Securities dematerialised listed on the relevant stock exchanges.
• Physical certificates dematerialised were mutilated and cancelled; depository named as registered owner within 15 days.