Amendment to AOA/MOA

HIGHWAY INFRASTRUCTURE LIMITED CIN: L42909MP2006PLC018398 REG. OFFICE ADDRESS: 57-FA, SCHEME NO. 94, PIPLIYAHANA JUNCTION, RING ROAD, INDORE, (M.P.) – 452016, INDIA Tel: +91-731-2590013, 4047177 E-Mail: hiplindore@gmail.com, Visit us at: www.highwayinfrastructure.in 14th October, 2026 To, To, The Secretary, The Secretary, Corporate Relationship Department Listing Department BSE Limited National Stock Exchange of India Ltd. P. J. Towers, Dalal Street Exchange Plaza, BKC, Bandra (E) M umbai- MH 400001 Mumbai - MH 400051 Scrip Symbol: HILINFRA | Scrip Code: 544477 | ISIN: INE00RL01028 Subject: Outcome of the Board Meeting held on 14th October 2026 Reference - Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) Dear Sir/Madam, In continuation of our letter dated 09th October 2026 we wish to inform you that the Board of Directors of Highway Infrastructure Limited, at its meeting held today, has inter alia: 1. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY Increase in Authorized Share Capital of the Company from Rs.40,00,00,000 divided into 8,00,00,000 (Eight Crore) Equity Shares of Rs. 5/- each to Rs. 50,00,00,000 divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 5/-, subject to shareholders’ approval in the General Meeting. 2. ISSUE OF SHARE WARRANT TO PROMOTER AND PROMOTER GROUP Approved to issue upto 1,00,00,000 (One Crore) warrants each convertible into, or exchangeable for, one equity share within the period of 18 (eighteen months) in accordance with the applicable law (“Warrants”) at a price of Rs. 49.82/- (Forty Nine Rupees Eighty Two Paisa Only) each (including the warrant subscription price and the warrant exercise price) aggregating upto Rs. 49,82,00,000/- (Forty Nine Crore Eighty Two lakhs Only) to Promoter and Promoter Group (as listed in Annexure I herein) by way of preferential issue in accordance with the provisions of Section 42 and Section62(1)(c) of the Companies Act, 2013, as amended (“Act”) read with Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (“Rules”), Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Listing Regulations and such other acts / rules / regulations as maybe applicable and subject to necessary approval of the members of the Company and other regulatory authorities, as may be applicable (“Warrants Issue”). Upon issuance of Warrants an amount of Rs. 12.46/- (Twelve Rupees Forty Six Paisa Only) for each Warrants being 25% of Issue price shall be payable by the Warrant Holders upfront at the time of subscription and allotment of each Warrant ("Warrants Subscription Price") and entitling the Warrant Holder(s) to apply for and get allotted one Equity Share of the Company against each Warrant held, in one or more tranches within a maximum period of 18 (Eighteen) months from the date of allotment of Warrants, on payment of balance Rs. 37.36/- (Thirty Seven Rupees Three Six Paisa Only) which is equivalent to remaining 75% (Seventy-Five per cent) of the Warrant Issue Price, for each Warrant proposed to be converted, in such manner and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the terms of this issue, provisions of ICDR Regulations, or other applicable laws in this respect. HIGHWAY INFRASTRUCTURE LIMITED CIN: L42909MP2006PLC018398 REG. OFFICE ADDRESS: 57-FA, SCHEME NO. 94, PIPLIYAHANA JUNCTION, RING ROAD, INDORE, (M.P.) – 452016, INDIA Tel: +91-731-2590013, 4047177 E-Mail: hiplindore@gmail.com, Visit us at: www.highwayinfrastructure.in In terms of the requirements of the Companies Act, 2013, a valuation report from CA Vaibhav Mandhana, Registered Valuer having IBBI Registration No. (IBBI/RV/06/2020/13124) has been obtained The said resolution is subject to approval by the shareholders by way of Special Resolution and such other approvals as may be required in this regard. The Relevant Date, in terms of provision of SEBI (ICDR) Regulations, 2018 for the preferential issue is 14th October, 2026. 3. TO APPROVE INVESTMENT IN THE OTHER COMPANY BY PURCHASE OF SHARES Board proposed to acquire 51% of the paid-up equity share capital of Indore Highway Real Estates Private Limited (CIN: U70101MP2013PTC029831) (“Target Company”) i.e. 25,500 (Twenty – five Thousand Five Hundred) equity shares of Rs. 10/- each of the Indore Highway Real Estates Private Limited (CIN: U70101MP2013PTC029831) at a consideration of Rs. 152.89 per equity share, aggregating to Rs. 38,98,695/- (Rupees Thirty-Eight Lakh Ninety-Eight Thousand Six Hundred Ninety-Five only) on the basis of the valuation report issued by CA Pankaj Shah, Registered Valuer (IBBI/RV/06/2020/13735). 4. APPROVAL OF NOTICE OF EXTRA ORDINARY GENERAL MEETING (EGM) Board approved the draft notice of EGM for the approval of shareholder to increase the share Capital and issue of share warrant to promoter and promoter group. The meeting of the Board of Directors commenced at 8:00 P.M. and concluded at 8:14 P.M. The above information is also available on the website of the Company at: https://www.highwayinfrastructure.in. Further, the information under Regulation 30 of SEBI (LODR) Regulations, 2015 and SEBI Master Circular No HO/49/14/14(7)2025 CFDPOD2/I/3762/2026 dated January 30, 2026 is attached as Annexure - A, Annexure B and Annexure C. This intimation is being submitted for your information and records. Thank You, For Highway Infrastructure Limited Palak Rathore Company Secretary & Compliance Officer Membership No. – A73755 Encl: As above. HIGHWAY INFRASTRUCTURE LIMITED CIN: L42909MP2006PLC018398 REG. OFFICE ADDRESS: 57-FA, SCHEME NO. 94, PIPLIYAHANA JUNCTION, RING ROAD, INDORE, (M.P.) – 452016, INDIA Tel: +91-731-2590013, 4047177 E-Mail: hiplindore@gmail.com, Visit us at: www.highwayinfrastructure.in Disclosures a required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Annexure A Proposed amendment to Clause V of the Memorandum of Association of the Company, subject to the approval of the members in the ensuing Extra-Ordinary General Meeting of the Company: “Clause V. The Authorized Share Capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 5/- (Rupees Five Only) each.” Annexure B Sr. No. Items for Disclosure Description i. Type of securities Fully Convertible Warrants of the Company (‘Warrants’) proposed to be issued (viz. equity shares, convertibles etc.) ii. Type of issuance (further Preferential Issue on a private placement basis, in accordance with public offering, rights the applicable provisions of the Companies Act, 2013 and the rules issue, depository receipts made thereunder, and Chapter V of the SEBI (ICDR) Regulations, (ADR/GDR), qualified 2018 and other applicable law, as amended from time to time. institutions placement, preferential allotment etc.) iii. Total number of securities upto 1,00,00,000 (One Crore) warrants each convertible into, or proposed to be issued or exchangeable for, one equity share within the period of 18 the total amount for which (eighteen months) in accordance with the applicable law the securities will be (“Warrants”) at a price of Rs. 49.82/- each (including the warrant issued (approximately); subscription price and the warrant exercise price) aggregating upto Rs. 49,82,00,000/- to Promoter and Promoter Group An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% shall be payable the Warrant holder(s) on the exercise of Warrant(s); The price of the warrants and the number of Equity Shares to be allotted on conversion warrants shall be subject to appropriate adjustments as permitted under applicable laws. iv. Issue price / allotted price Rs. 49.82/- per warran [Showing first 8,000 characters — download PDF for full document]