NHIT — earnings call

The transcript as filed. Every paragraph is addressable: its link names the page and the position it sits at in the call.

Prepared remarks

Meeting Date

NATIONAL HIGHWAYS INFRA TRUST 10-03-2025

NATIONAL HIGHWAYS INFRA TRUST (NHAI

Pradeep Singh Kharola: Meeting staring now?

Speaker: - We are starting now sir.

Gunjan Singh: Good afternoon, all.

I welcome you all to the 5th Extraordinary Meeting

of the unit holders of National Highways Infra Trust.

Kharola, who is the Independent Director of the company and he is also the Chairperson

of the Audit Committee.

He is present in the meeting.

We also have Mr.

the Chairperson of the NRC Committee as well as the Stakeholders Relationship

Sharma, who is the Independent Director is also there in this

meeting through VC.

We also have the leadership team present here, Mr.

who's the MD and CEO, he is also present here physically.

And other than that, Mr.

Anurag Jain, who is the CIO.

Matthew George, CFO, they are present through VC.

We also have Mr.

Shubra Bhattacharya, who is the CEO.

He is also there present

Pavan Goel on behalf of our auditors ARN Company, they are present

through VC on behalf of our trustee, IDBI Trustee, Mr.

Mahender is present.

Jain, who are the valuers (Not Clear) they are present through VC and Mr.

who is the scrutinizer he is also present through VC in this meeting.

proceed with the meeting.

Pradeep Singh Kharola, I request you to chair this

Pradeep Singh Kharola: Ok, I think we can start.

Gunjan Singh: Yes, Sir

Speaker: Thank you for being the chair, Sir.

Thank you so much.

Pradeep Singh Kharola: Ok so can we Gunjan first know how many unit holders have

Gunjan Singh: Three-unit holders.

Pradeep Singh Kharola: Three unit have joined.

Gunjan Singh: Others have casted their vote through (Not Clear).

requirements of the INVIT regulations.

We have issued this notice of EGM and this

meeting is being held through video conferencing.

The digital copy of the notice has been

NATIONAL HIGHWAYS INFRA TRUST 10-03-2025

sent to all the unit holders.

The date of the notice was 14th February and the cutoff date

for determining the voting rights was 7th of February.

We have also done the E voting.

The E voting process started on 5th of March at 9:00 AM till 9th of March till 5:00 PM

and during this meeting also this facility of E voting is available for those unit holders

who have not cast their vote.

As approved by the Board of Directors we have appointed

KDA and associates, Mr.

Kaushal Dalal representing him and in his place Mr.

They have been appointed as the scrutinizer for this meeting.

The voting results

will be available on the website of our National Highways Infra Trust and also on the

website of our RTA, K Fin Tech.

It will be available within 48 hours from the conclusion

of this meeting.

So, I request the Chairman to call this meeting in order to order and with

the consent of all unit holder present, take the notice convening the meeting read.

Pradeep Singh Kharola: Ok, I think the meeting is called to order.

Gunjan Singh: So, in the notice of unit holders meeting, there are three resolutions, one

is for approval for acquisition of assets.

In this resolution, we are seeking the consent

from unit holders for acquiring 11 assets offered by NHI at a minimum base concession

fee of 17,640.50 crore.

This will be an ordinary resolution.

The second resolution is

approval for issuance of units of the trust on a preferential basis.

Speaker: Just a minute.

So, Chairman sir.

The first resolution is regarding acquisition of

the assets and just for the benefit of all the unit holders who attended in person.

what have been approved by the Board already for acquisition.

Our offer of 17,640.50

crores was made to NHA and has been accepted and the same was part of the notice that

So, like Gunjan said, we have already received voting from a lot of unit

holders, but those who are attending the meeting now can also vote on it accordingly.

chairman sir if you're ok.

Pradeep Singh Kharola: Yeah, Ok, but have you received the required number of votes?

Speaker: Sir we will get to know of it after the meeting, Sir.

Pradeep Singh Kharola: After it's, it's OK.

Speaker: It's a bit of you know, it's not transparent.

So, we will get to know by scrutinize

and tell us after the meeting, Sir.

Pradeep Singh Kharola: Ok, let's go to the second subject.

Speaker: Let's go to the second one, Gunjan

Gunjan Singh: Sir, the second is for approval for issuance of units of the trust on a

preferential basis.

So, we have proposed for issuance of 24,98,60,000 units at a base price

NATIONAL HIGHWAYS INFRA TRUST 10-03-2025

of 131.94 rupees on a preferential basis to NHI and EPFO Employees Profit Fund

Speaker: And Chairman, Sir, with your permission just to expand this issue because

what we have always heard is that the number of units that that get offered to the market,

whatever the price gets discovered.

So, we do a preferential issue to NHI and this time

around along with NHI, we also have interest from EPFO which is the Government of

So, so they will be given the preferential offer as well at the discovered price

So, at the same principles that they also.

Pradeep Singh Kharola: They also get the same treatment as NHI.

Speaker: That's right, Sir, That's right.

Pradeep Singh Kharola: As far as allotment of shares are concerned, units are

concerned as right.

Speaker: But there is no there's no discrepancy in the price because they also get allotted

at the discovered price at that.

Pradeep Singh Kharola: Yeah, Yeah, OK.

Speaker: So, Sir, based on our expectations of the demand from EPFO and NHI, we had

put out these numbers which is there at the notice that maximum number of units to NHI

would be 15, 61,50,000 units and equal number we had put out for EPFO also, so again

we put to vote sir.

These were again approved by the Board and were part of the notice

that was sent to the unit holders.

Pradeep Singh Kharola: Ok, so we can take up the third subject.

Speaker: Yeah, the third one.

Gunjan Singh: Sir, just to add, Mr.

Deba Pratim Hazara, he has also just joined the

meeting, the meeting few minutes back.

He is also the director.

Third item is approval for

the issuance of units through institutional placement.

We have proposed this resolution as

a special resolution as per the SEBI INVIT Regulations and it is proposed to issue

53,09,50,000 units at a base price of 131.94 rupees.

Speaker: So, Sir, this is the crux of the whole of the the transaction in which the

valuation that was agreed by NHI of 7640.50 divided by the NAB of the company which

is NAB of the trust which is 131.94 becomes the base price on which number of units are

The number of units being offered are 53,09,50,000 that should be offered sir.

And this is part of the. this again approved by the board, put up to the unit holders.

NATIONAL HIGHWAYS INFRA TRUST 10-03-2025

so I am just with your permission, Sir, I'm requesting that the unit holders may please

Pradeep Singh Kharola: OK.

Gunjan Singh: Sir, if the unit holders, if they have any queries or any suggestions, I

mean are invited to, we are there to answer the query.

So also, the voting lines are open

and they'll be open until 15 minutes after the conclusion of the meeting.

Speaker: We request the unit holder see if any if they have any questions or query for us,

we will be happy to answer.

Pradeep Singh Kharola: So, I think there are no queries.

So do we formally conclude

the meeting and then the time starts for them 15 minutes

Speaker: Yes, Sir.

After that, yeah, yeah.

So, the moderator, could you just confirm to us

that there are no queries?

Moderator: Yes, Sir.

No queries were raised.

Speaker: Ok so chairman sir, since there are no queries, with your permission, we can

conclude the meetings.

Pradeep Singh Kharola: I think, I think we can thank all the all the investors and all the,

all the office bearers, the KMP'S and, and the CEO and the independent directors and the

chairman, NRC and the investment directors for this meeting.

Thank you very much and

we conclude the meeting.

Speaker: Thank you.

Sir, thank you all the directors, appreciate sir.

Thank you so much

Speakers: Thank you, Sir.

Thank you, everyone.

Thank you everyone.