SRM Contractors Ltd

Executive Director change

• Change in designation: Ashley Mehta to Executive Director; effective 01-Oct-2026; liable to retire by rotation.
• Reason: to entrust executive responsibilities and management functions.
• Profile: Promoter; BSc Civil Engineering, Rutgers (2023); associated with the company since 2018.
• Compliance: Not debarred by SEBI; no other material disqualification.

Statutory auditor appointment

• Name and type: M/s Rohit KC Jain & Co. (Chartered Accountants), Statutory Auditor.
• Date and term: Appointment from 30-09-2026 for 5 consecutive years.
• Reason: Appointment as statutory auditor.
• Profile: Established 2005; led by CA Rohit Jain; offices in Gurugram, New Delhi, Noida, Jammu.

SRM Contractors Limited — Trading Window closed from 01 October 2026 until 48 hours after the announcement of Financial Results for the quarter and half year ending 30 September 2026.

AGM Details

• Date and mode: 30 September 2026, via VC/OAVM
• Start 1:05 PM IST, end 1:29 PM IST
• Chair: Mr. Sanjay Mehta; quorum present

Resolutions put to vote

• Ordinary: adopt audited standalone and consolidated financial statements for year ended 31 March 2026
• Ordinary: re-appoint Ms Ashley Mehta as director, retiring by rotation
• Ordinary: appoint Rohit KC Jain & Co as statutory auditor for five years
• Ordinary: change Ashley Mehta designation from non-executive to executive director
• Ordinary: increase authorized share capital and alter MOA capital clause
• Special: raise funds via Qualified Institutional Placement to eligible investors
• Special: issue up to 19,34,236 fully convertible warrants to promoter group
• Ordinary: ratify remuneration payable to cost auditor for year ending 31 March 2027
• Special: increase borrowings limit from ₹1000 crores to ₹2000 crores
• Special: note creation of charge on assets under Section 180(1)(a)
• Ordinary: approve material related party transactions with SRM-Rajinder PROJECTS JV
• Ordinary: approve material related party transactions with ECI-SRM PROJECTS JV
• Ordinary: approve material related party transactions with SRM-RSB PROJECTS JV
• Ordinary: approve material related party transactions with SRM-RKCPL PROJECTS JV
• Ordinary: approve material related party transactions with Maccaferri Infrastructure Private Limited (MIPL) subsidiary
• Ordinary: approve material related party transactions with Maccaferri Infrastructure Private Limited (MESPL) related party

Auditors and remuneration

• Statutory auditor appointed: Rohit KC Jain & Co for five years
• Cost auditor remuneration ratified for FY 2027

Capital, borrowings and charges

• Increase borrowings limit to ₹2000 crores
• Creation of charge on assets under Section 180(1)(a)

Material related party transactions

• RPTs with SRM-Rajinder PROJECTS JV
• RPTs with ECI-SRM PROJECTS JV
• RPTs with SRM-RSB PROJECTS JV
• RPTs with SRM-RKCPL PROJECTS JV
• RPTs with MIPL (subsidiary)
• RPTs with MESPL (related party)

Voting process and outcomes

• Remote e-voting conducted 27–29 Sept 2026
• AGM voting open for 15 minutes after meeting; results to stock exchanges and NSDL/company site

Subsidiary conversion and ownership

• Converted from UAE branch to SRM Contractors LLC, a single-owner LLC.
• Approved by Abu Dhabi Department of Economic Development.
• Becomes wholly owned subsidiary of SRM Contractors Limited.
• Initial capital AED 100,000 to be infused per local laws.
• SRM Contractors Limited holds 100% shareholding.
• Entity to undertake contracting works in construction and engineering sectors.

AGM Details

• AGM scheduled for 30 September 2026 at 1:00 PM via VC/OAVM.

Resolutions

• Item 1: Adoption of standalone and consolidated financial statements for FY 2025-26.
• Item 2: Re-appoint Ashley Mehta as director, retiring by rotation.
• Item 3: Appoint Rohit KC Jain & Co as statutory auditor for five years.
• Item 4: Change designation to Executive Director; remuneration up to ₹3 Cr.
• Item 5: Increase authorised share capital to ₹35 Cr; MOA altered accordingly.
• Item 6: Approve QIP to raise up to ₹150 Cr.
• Item 7: Approve preferential issue of up to 1,934,236 Warrants to promoter group.
• Item 8: Ratify cost auditor remuneration of ₹1 Lakh for FY2027.
• Item 9: Increase borrowing limit to ₹2,000 Cr.
• Item 10: Create mortgage/charge to secure borrowings up to ₹2,000 Cr.
• Item 11: Approve RPT with SRM-Rajinder Projects JV up to ₹350 Cr.
• Item 12: Approve RPT with ECI SRM Projects JV up to ₹125 Cr.
• Item 13: Approve RPT with SRM-RSB Projects JV up to ₹125 Cr.
• Item 14: Approve RPT with SRM-RKCPL JV up to ₹700 Cr.
• Item 15: Approve RPT with Maccaferri Infrastructure Private Limited up to ₹200 Cr.
• Item 16: Approve RPT with MESPL up to ₹250 Cr.

Financial performance

• Standalone revenue from operations FY2025-26: ₹84,971.17 lakh.
• Consolidated revenue from operations FY2025-26: ₹1,02,557.33 lakh.
• Standalone PBT: ₹11,674.69 lakh.
• Consolidated PBT: ₹15,098.53 lakh.
• Standalone PAT: ₹8,557.91 lakh.
• Consolidated PAT: ₹11,101.80 lakh.
• Standalone EPS: ₹37.30.
• Consolidated EPS: ₹48.39.
• Dividend: no dividend proposed for FY2025-26.
• Tender pipeline: ~₹4,700 crore.
• Standalone cash and cash equivalents: ₹2,501.72 lakh.
• Consolidated cash and cash equivalents: ₹6,859.49 lakh.
• Total equity (consolidated): ₹35,190.19 lakh.

Capital structure & funding

• Authorised share capital increased to ₹35 crore.
• 1 crore additional Equity Shares proposed.
• QIP up to ₹150 crore planned.
• Promoter group warrants up to 19,34,236 on a ₹517 issue price.
• Warrants convertible within 18 months.
• Borrowing limit raised to ₹2,000 crore.

Debt profile

• Current borrowings: ₹9,645.32 lakh.
• Non-current borrowings: ₹3,420.05 lakh.

Governance changes

• Ashley Mehta elevated to Executive Director from 1 Oct 2026.
• Ankur Verma appointed Executive Director.
• Board comprised eight directors as of 31 March 2026.
• M/s Rohit KC Jain & Co to be statutory auditors for five years.

Related party transactions

• RPT caps: SRM Rajinder Projects up to ₹350 crore.
• RPT caps: ECI-SRM up to ₹120 crore.
• RPT caps: SRM-RSB up to ₹125 crore.
• RPT caps: SRM-RKCPL up to ₹700 crore.
• RPT caps: MESPL up to ₹250 crore.
• RPT caps: Maccaferri Infrastructure Private Limited (MIPL) up to ₹200 crore.
• RPT approvals to be overseen by Audit Committee and Board.

Audits and internal controls

• Statutory auditors Rohit KC Jain & Co; five-year term.
• Independent Auditor's Report on standalone: no qualifications.
• Internal Auditor: Vijay Langoo.
• Secretarial Auditor: D.K. Pandoh & Associates.

Strategic developments & outlook

• Strategic acquisition: 38.25% stake in Maccaferri Infrastructure Private Limited (MIPL).
• Focus on geotechnical and slope stabilization, with integrated geosynthetics.
• Abu Dhabi branch to access GCC markets.
• Robust order book and ₹4,700 crore tender pipeline support growth.

CSR & governance

• CSR spend FY2025-26: ₹81.50 lakh.
• CSR policy aligned with Schedule VII; CSR Committee in place.
• Contributions: Narsingh Sewa Kendra ₹11.0 lakh; Madhav Sewa Trust ₹3.5 lakh; Ladakh Phanday Tsogspa ₹5.0 lakh; SRM Serves Foundation ₹62.0 lakh.
• No unspent CSR at year-end.

Meeting Details

• Board meeting on September 5, 2026 at the registered office, Jammu.

Key Agenda Items

• To consider raising funds by equity or convertible instruments via public/private offerings, subject to approvals.
• To approve Draft Director Report for FY 2025-26 and finalize Book Closure date and Record Date.
• To finalize the day, date, and time of the 18th AGM and approve the draft AGM notice.
• To appoint Mr. Dhaman Kumar Pandoh as Scrutinizer for the FY 2025-26 AGM.
• To consider and approve the Cost Audit Report for FY 2025-26.
• To consider and approve the Secretarial Audit Report for FY 2025-26.

Other Notes

• Trading window will be closed from this intimation until 48 hours after the AGM outcome.

New associate incorporation

• ROC intimation received for incorporation of GIRAFFE SRM ESTATES PRIVATE LIMITED.
• Date of incorporation: 24 August 2026.
• Entity is an associate of SRM Contractors Limited; SRM holds 49% stake.
• Proposed business includes development and operation of wayside amenities on highways.
• Includes parking, rest areas, retail, fuel/CNG, EV charging, restaurants.
• SPV/concession/PPP opportunities with NHAI and MoRTH.
• Authorized capital Rs 10 lakh; paid-up Rs 1 lakh; SRM Rs 49,000; GIRAFFE Rs 51,000.
• SRM Contractors Limited holds 49% equity in the entity.
• Incorporated in India.
• No regulatory approvals required for incorporation.