PNC Infratech Completes Inter-se Transfer of 1,96,08,000 Shares Between Promoter Group Members

PNC Infratech Limited has successfully completed an inter-se transfer of equity shares between promoter group members under SEBI (Substantial Acquisition of Shares and Takeover) Regulations. The transaction, executed on March 27, 2026, involved the transfer of 1,96,08,000 equity shares through off-market arrangements pursuant to partition of Hindu Undivided Families (HUFs).

Transaction Details

The share transfer involved four transferees acquiring equity shares from three transferor HUFs at nil consideration:

Parameter: Details Transaction Date: March 27, 2026 Total Shares Transferred: 1,96,08,000 equity shares Transfer Price: Nil (no consideration) Transaction Type: Off-market inter-se transfer Regulatory Basis: SEBI SAST Regulation 10(1)(a)(ii)

Transferee and Transferor Details

The transaction redistributed shareholdings among promoter group members through the following transfers:

Transferor HUF: Transferee: Shares Transferred: Percentage: Chakresh Kumar Jain HUF Madhavi Jain 72,56,500 2.83% Chakresh Kumar Jain HUF Chakresh Kumar Jain 20,00,000 0.78% Pradeep Kumar Jain HUF Meena Jain 52,50,000 2.05% Yogesh Kumar Jain HUF Ashita Jain 51,01,500 1.99%

Post-Transaction Shareholding Pattern

Following the completion of the inter-se transfer, the individual shareholdings of the transferees have been revised:

Transferee: Pre-Transaction Shares: Post-Transaction Shares: New Percentage: Madhavi Jain 1,79,98,500 (7.02%) 2,52,55,000 9.84% Ashita Jain 78,73,500 (3.07%) 1,29,75,000 5.06% Meena Jain 74,26,500 (2.89%) 1,26,76,500 4.94% Chakresh Kumar Jain 25,14,000 (0.98%) 45,14,000 1.76%

Regulatory Compliance and Filings

The company has maintained full compliance with SEBI regulations throughout the transaction process. Prior intimations were filed under Regulation 10(5) on March 03, 2026, and post-acquisition reports under Regulation 10(6) were submitted on March 31, 2026. The final report under Regulation 10(7) was filed with SEBI on April 28, 2026, accompanied by the requisite fees of ₹1,77,000.00 (Online Transaction Reference Number: C1626X21IM10AU).

The volume-weighted average market price (VWAP) for the 60 trading days preceding the transaction notice was ₹234.80 per share. Since the acquisition was conducted at nil consideration, the 25% price threshold requirement under the regulations was not breached.

Overall Impact

Despite the redistribution of shares among individual promoter group members, the collective promoter and promoter group shareholding in PNC Infratech Limited remains unchanged at 14,38,41,000 shares, representing 56.07% of the total share capital. The transaction represents an internal reorganization within the promoter group structure rather than any change in overall control or ownership of the company.

PNC Infratech has emerged as the lowest bidder (L1) for two national highway projects under the Hybrid Annuity Model (HAM), marking a significant milestone in the company's infrastructure development portfolio. The combined bid project cost (BPC) for both projects stands at ₹3,483 crore, representing a substantial addition to the company's order book.

Project Overview

The infrastructure company has secured L1 status for two separate HAM-based national highway projects. The Hybrid Annuity Model represents a public-private partnership framework where the government provides 40% of the project cost during construction, while the remaining 60% is paid through annuities over the operational period.

Parameter: Details Number of Projects: 2 Project Type: HAM-based National Highway Total Bid Project Cost: ₹3,483 crore Bidder Status: L1 (Lowest Bidder) Model: Hybrid Annuity Model

Strategic Impact

This development strengthens PNC Infratech's position in India's highway infrastructure sector. The L1 status indicates that the company submitted the most competitive bid among all participants, positioning it favorably for project award confirmation. The HAM framework provides a balanced risk-sharing mechanism between the public and private sectors, offering steady revenue streams during the operational phase.

Order Book Enhancement

The addition of these projects will significantly boost PNC Infratech's order book value. National highway projects under the HAM model typically involve comprehensive infrastructure development, including construction, maintenance, and operational responsibilities over extended periods. This diversified engagement model provides multiple revenue streams and long-term business visibility for the company.

The successful bidding demonstrates PNC Infratech's technical capabilities and competitive pricing strategies in the infrastructure sector. These projects will contribute to India's ongoing highway development initiatives while providing the company with substantial business opportunities in the coming years.

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