Udayshivakumar Infra Ltd

AGM Details

• Date and time: 30 September 2026, 3:00 PM.
• Mode: physical meeting at registered office with remote e-voting.
• Cut-off date for voting eligibility: 23 September 2026.
• Remote e-voting window: 27 September to 29 September 2026.
• Results of voting to be declared by 5 October 2026.

Resolutions

• Ordinary: Adopt audited financial statements for year ended 31 March 2026.
• Ordinary: Re-appointment of director retiring by rotation.
• Special: Ratification of remuneration payable to Cost Auditors.
• Special: Ratification/Approval of Related Party Transactions.
• Special: Increase in authorised share capital and alteration in MOA.

Voting Status

• Voting results pending; combined e-voting and poll results to be declared by 5 October 2026.
• Outcome details and any dissent not disclosed in this filing.

Director Changes

• Director changes: Re-appointment of director retiring by rotation proposed.

Auditors & Related Party Transactions

• Secretarial auditor appointed for 2025-26: Vinita D Modak.
• Related Party Transactions: To be ratified/approved.

Capital Changes

• Capital Change: Increase in authorised capital and MOA amendment.

Udayshivakumar Infra Limited trading window closed from 01 October 2026 till the expiry of 48 hours after disclosure of financial results for the Quarter and half year ending 30 September 2026

AGM notice and annual report dispatch

• Notice of the 7th AGM and FY2025-26 annual report dispatched via email.
• Newspaper advertisements published on 9 September 2026 in multiple papers nationwide.
• AGM venue shown as 1924A/196, Banashankari Davangere, NH 4 Bypass, Davangere, Karnataka 577005.
• Notice digitally signed by Sneha Sawant, Company Secretary.

AGM Details

• Date/time/mode: 30 September 2026, 03:00 PM IST; at registered office.
• Cut-off date for voting eligibility: 23 September 2026.
• Remote e-voting period: 27 Sept 2026 09:00 to 29 Sept 2026 17:00.
• Register of members closed: 24–30 September 2026 (both days inclusive).
• Mode: physical AGM with remote e-voting and ballot option.

Key Resolutions

• Ordinary: adoption of Audited financial statements and reports for 2025-26.
• Ordinary: re-appoint Amrutha as Director (retiring by rotation).
• Ordinary: ratify cost auditor remuneration for FY 2026-27 (Rs 1,00,000 plus taxes).
• Ordinary: ratify/approve related party transactions (arm's length, Audit Committee oversight).
• Ordinary: increase authorised share capital and amend Memorandum Clause 5.

Voting & Dividend

• Voting results not provided in this filing.
• Dividend: no dividend proposed or declared for 2025-26.

Directors & Auditors

• Director changes: Amrutha proposed for reappointment; she is the Director retiring by rotation.
• Auditors: remuneration for Cost Auditors to be ratified for 2026-27; no change to statutory auditors indicated.

Related Party Transactions

• Material RPTs include manpower supply, subcontracting, land purchase, machinery/vehicle transactions with related parties.
• Audit Committee approval required for each related party transaction; terms to be at arm's length.

Other Material Approvals

• Increase in authorised share capital and MOA amendment; board empowered to implement.

Financial snapshot

• Revenue from operations Rs 21,132.56 Lakhs; prior year Rs 28,912.73 Lakhs.
• EBITDA Rs 1,781.39 Lakhs; up from Rs 908.17 Lakhs.
• PAT Rs 165.58 Lakhs; swing from prior year loss of Rs 720.68 Lakhs.
• Total comprehensive income Rs 185.32 Lakhs.
• Net profit margin 0.78% of revenue.
• EPS Rs 0.33; ROCE 3.58%.
• Current ratio 1.70; Debt-Equity 0.45; DSCR 1.28.
• Dividend not declared for FY2025-26.
• Share capital unchanged; Authorized Rs 56.50 Cr; paid-up around Rs 55.36 Cr.

Order book and projects

• Work orders in hand Rs 201,201.00 Lakhs; 28 major Karnataka projects.
• Completed Rs 59,586.00 Lakhs; balance Rs 141,615.00 Lakhs to be executed in 1-2 years.
• NH EPC projects via three JVs; UIL-Kotarki JV, KMCCL, Kevadiya JV; total order value Rs 896.02 Crores.

Capital structure & liquidity

• Total borrowings Rs 6,264.56 Lakhs; long-term Rs 1,870.21; short-term Rs 4,394.34.
• Cash and cash equivalents Rs 1,476.51 Lakhs.
• Adjusted net debt to equity ratio 0.23x.

Dividends & equity

• Dividend: Board did not recommend any dividend for 2025-26.
• No change in authorized or paid-up capital; authorized Rs 56.50 Cr; paid-up around Rs 55.36 Cr.

Governance & board structure

• Board comprises 8 directors: 2 Executive, 2 Non-Executive, 4 Independent; 3 women.
• Independent Gowdara Timmappa Govindappa joined May 21, 2025; regularized Aug 20, 2025.
• Board met 8 times in the year; SS-1 compliance; intervals under 120 days.

Audit & risk management

• Statutory auditors: M/s NBT & Co; five-year tenure; no qualifications.
• Secretarial audit flagged: non-filing of DPT-3; 1-day Reg 17(1E) delay; penalties paid.
• Internal controls assessed as adequate by NB T & Co; risk management policy in place.

Related parties & governance

• Ongoing related party transactions with JVs and relatives; arm's-length; governed by Audit Committee approvals.
• Explanatory statements and RPT disclosures via Form AOC-2 and notes; omnibus approvals used for recurring items.

CSR, ESG & compliance

• CSR not applicable for 2025-26; CSR Committee exists; policy and annual action plan disclosed on website.
• Policy covers environmental sustainability, education, health, and community development.

Outlook & risk factors

• Indian construction market projected growth ~6% in 2026; large infrastructure investments expected.
• Region-specific opportunities: Karnataka NH projects; PPP project pipeline; long-term transport & energy focus.

Key board decisions and approvals

• Cost Auditor appointed: M/s Murthy & Co. LLP for FY2026-27.
• Scrutinizer for 7th AGM appointed: Roshan Raikar & Associates.
• Audited financials for year ended 31 March 2026 approved (06 June 2026).
• Secretarial Audit report for 2025-26 taken on record.
• AGM notice approved; AGM fixed for 30 September 2026, 3:00 PM.
• Audited Financial Statements for 2025-26 to be adopted.
• Amrutha (DIN 07774973) to be re-appointed as Director.
• Remuneration payable to Cost Auditors ratified.
• Related party transactions ratified/approved.
• Increase in authorized share capital to Rs 72.50 crore; MOA amended.
• Authorized share capital increase to 7,25,00,000 shares; details in Annexure-A.
• MOA Clause 5 amended to reflect higher capital.
• Audit Committee reconstituted; effective 08 Sep 2026; Akshay Raichurkar appointed Chair.
• Nomination, Remuneration and Compensation Committee reconstituted; Amruta Tarale as Chair.
• Stakeholder Relationship Committee reconstituted; Amruta Tarale as Chair.
• Risk Management Committee reconstituted; includes Udayshivakumar as Member.
• Convertible Warrants to Promoter postponed to next Board meeting.
• Annexure-A MOA amendment details: capital change to Rs 72.5 crore.

Udayshivakumar Infra Limited trading window closed till 48 hours from the conclusion of the Board Meeting on Tuesday, 08 September 2026, to consider and approve matters which may constitute Unpublished Price Sensitive Information (UPSI).

Publication subject and financial highlights

• Newspaper publications of Audited Financial Results for quarter ended 30 June 2026.
• Total income from operations: ₹4,625.20 lakh for quarter ended 30-06-2026 (Unaudited).
• Equity share capital: ₹5,535.71 lakh.
• Other equity: ₹11,495.04 lakh.
• Newspaper publications dated 17 August 2026.
• Publications across Business Standard editions in 15 cities and Nagaravani.
• Davangere edition published in Kannada.

Financial results and IPO utilization

• Board approved unaudited standalone Q1 FY2026 results for quarter ended 30 June 2026.
• Revenue from operations: 4,625.20 lakh; prior quarter: 4,804.71 lakh.
• EBITDA: 728.52 lakh for the quarter, down 63.67% from prior quarter's 2,005.21 lakh.
• Materials and services cost: 3,968.50 lakh, down 25.81%.
• Core operations include NH and PWD road work, canal construction, industrial area development, Smart City roads.
• IPO proceeds total 6,600 lakh; allotted March 29, 2023.
• Utilization as of 30.06.2026: 4,500.00 lakh for working capital; 1,028.95 lakh for general corporate.
• No investors' complaints pending as of 30 June 2026.
• NB T & Co conducted limited review; no material misstatement observed.