Highway Infrastructure Ltd IPOHILINFRA

The IPO opens on 05 Aug 2025 & closes on 07 Aug 2025.

Highway Infrastructure Limited was originally set up as a partnership firm in 1995 in the name of 'M/s. Highway Enterprises' in carrying out similar line of activities. The Firm was converted into a Private Limited Company registered a 'Highway Infrastructure Private Limited' vide certificate of incorporation dated February 10, 2006 issued by the Registrar of Companies, Gwalior, Madhya Pradesh & Chhattisgarh. Further the status was changed to a Public Company through a fresh Certificate of Incorporation issued on 04 May, 2018 as change in name to Highway Infrastructure Limited issued by the Registrar of Companies, Gwalior, Madhya Pradesh & Chhattisgarh. The Company is engaged in the business of tollway collection, EPC Infra and real estate projects. It basically deal in projects related to roads, highway, by passes, express ways, bridges, flyovers, construction of residential flats etc. in Indore, Madhya Pradesh. Currently the project comprises of executing construction development projects of different types like roads, bridges, tanks, irrigation related construction and civil buildings etc. From FY 2011, Company ventured into the real estate business having two business verticals consisting of Civil Construction into roads and other road related works. The Company commenced the construction and development of a colonial area i.e. Karuna Sagar Project' admeasuring 2.689 hectare (i.e. 6.64 Acre) in Indore district of Madhya Pradesh via joint development agreement in 2012. It initiated the development of 'Newwyork City Project' at Village Nihalpur, Indore, Madhya Pradesh in 2013. Company had 8 ongoing projects in the roads & bridges sector including construction, upgradation and rehabilitation of two and four lane highways construction of high level bridge and construction of road network costing Rs 108.17 Crores. It completed the residential project in New York City costing Rs 90 Crore in 2018. Apart from these, it completed roads and highways projects costing Rs. 367 Crore. In 2020, Company commissioned the first tollway collection project for Daroda Fee Plaza of the Borkhedi-Wadner Section of the NH-7 Maharashtra. It operated ANPR technology toll on the Delhi-Meerut Expressway in FY 2023. In 2024, Company marked its first entry in Southern India, by undertaking the tollway collection project in Rolla Village in Telangana. The Company has launched the initial public offering by raising Rs 130 Crore and issuing 18,571,428 equity shares of face value of Rs 5 each, comprising a fresh issue of 13,931,428 equity shares aggregating to Rs 97.52 Cr and 4,640,000 equity shares aggregating to Rs 32.48 Cr through offer for sale in August, 2025.

Highway Infrastructure Ltd IPO will close on 07 Aug 2025.

<ul><li>Focused on tollway collection business.</li><li>Roads, flyovers and Bridge construction.</li><li>Order Book of tollway collection, roads, flyovers and bridge construction projects from various government agencies.</li><li>Strong execution capabilities with industry experience.</li><li>Experienced management team.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Arun Kumar Jain</td> <td>19953582</td> <td>34.53</td> <td>17633582</td> <td>24.59</td> </tr> <tr> <td>2</td> <td>Anoop Agrawal</td> <td>21525702</td> <td>37.25</td> <td>19205702</td> <td>26.78</td> </tr> <tr> <td>3</td> <td>Riddharth Jain</td> <td>5322264</td> <td>9.21</td> <td>5322264</td> <td>7.42</td> </tr> <tr> <td>4</td> <td>Jyoti Jain</td> <td>2889456</td> <td>5</td> <td>2889456</td> <td>4.03</td> </tr> <tr> <td>5</td> <td>Neetu Agrawal</td> <td>2826780</td> <td>4.89</td> <td>2826780</td> <td>3.94</td> </tr> <tr> <td>6</td> <td>Alok Agarwal</td> <td>2205060</td> <td>3.81</td> <td>2205060</td> <td>3.07</td> </tr> <tr> <td>7</td> <td>Arun Jain HUF</td> <td>148500</td> <td>0.26</td> <td>148500</td> <td>0.21</td> </tr> </tbody> </table>

<ul><li>The company derives significant portion of revenue from operations from its tollway collection business which is primarily undertaken for and awarded by the NHAI. Further, most of the company revenue in the EPC Infra business is from public sector customers. The loss of any of its contracts, particularly in the company tollway collection business may have a material and adverse effect on its business and financial results.</li><li>Its business is relatively concentrated in certain specific parts of India and any adverse development in such parts of India may adversely affect the company business, results of operations and financial condition.</li><li>The contracts awarded by NHAI are typically for a standard period of one year. Such limited tenures with limited scope of extension or roll-over may limit over revenue collection and have a material effect on its business and results of operations.</li><li>Its business is capital driven. If the company experience insufficient cash flows to meet required payments on its debt and funding working capital requirements, there may be an adverse effect on the results of the company operations.</li><li>Its Promoters and certain of the company Key Managerial Personnel may have interest in entities, which are engaged in lines of business similar to that of the Company including its Group Companies which have objects similar to that of the Company. Any conflict of interest which may occur between its business and the activities undertaken by such entities could adversely affect the company business and prospects.</li><li>The company has entered and may continue to enter into projects with its related parties such as the company Group Companies and Subsidiary, which may involve conflicts of interest.</li><li>Working capital involves frequent and ongoing funds movements as per the requirement. The projected working capital represents funds in motion and are relatively difficult to be monitored and may not always be used as projected.</li><li>Working capital projections made by the Company are based on its management's assumptions and estimated working capital requirements. A substantial amount of Offer Proceeds out of the Fresh Offer is intended to be used for working capital. The company may requires alternate funding in Fiscal 2026 post the utilization of Net Proceeds and if the Company is unable to raise sufficient working capital, the operations of the Company will be adversely affected.</li><li>The Company will not receive any proceeds from the Offer for Sale.</li><li>The proforma consolidated financial information included in this Red Herring Prospectus has been certified by Independent Chartered Accountant who is not the statutory auditor of the Company and may not accurately reflect our results of operations, financial position and cash flows.</li><li>Pursuant to the terms of its EPC Infra projects, government entities are required to acquire or license or secure rights of way over, tracts of land or to hand over unencumbered land, free of encroachments to it. Delays in any of the foregoing or inability to obtain good title to any plot of land, may result in delay of project implementation prescribed by the relevant contract and cause consequent delays in commencement of construction or termination of the contract and may result in its business planning, strategies, growth, financial condition and results of operations getting affected.</li><li>Any delay or default in payment from its customers in our EPC Infra business and real estate business could result in the reduction of the company profits and affect its cash flows.</li><li>The company has in the past entered into related party transactions and may continue to do so in the future.</li><li>Its Promoters have certain direct interests in the Company other than their remuneration drawn as Directors, such as the lease of the Registered Office and purchase of land. There can be no assurance that the company Promoter will maintain the terms of the lease agreement and there cannot be any guarantee that the Promoter cannot exercise a termination or re-negotiation of the terms of the lease deed that may adversely affect the operations of the Company.</li><li>The Company had negative cash flow during certain Fiscals. Sustained negative cash flow could adversely impact its business, financial condition and results of operations.</li><li>There may be delays in implementation and completion within stipulated time in relation to its ongoing project, forthcoming projects and any future projects and the company may also undergo cost overruns in relation to its projects, which may have an adverse effect on the company business, financial condition and results of operations.</li><li>Any material deviation between the actual traffic volume, its forecasted traffic volume and projected expenses based on which the company bid for a toll-based project, could have an adverse effect on the company business, results of operations, cash flows and financial condition.</li><li>Its business is subject to seasonal and other fluctuations that may affect the company cash flows and business operations.</li><li>The company has contingent liabilities which could materially and adversely affect its business, results of operations and financial condition.</li><li>Its Promoters and Company have provided personal guarantee respectively to secure certain of the company loan facilities, which if revoked or invoked may requires alternative guarantees, repayment of amounts due or termination of the facilities.</li><li>The company relies on third parties, including contractors and sub-contractors, to complete certain projects and any failures arising from the non-performance, late performance or below par performance by such third parties, failures by a third-party subcontractor to comply with applicable laws, to obtain the necessary approvals, or provide services as agreed in the contract could affect the completion of its contracts resulting in penalties or other losses.</li><li>The company is required to provide security deposits to secure its contracts in the tollway collection business and EPC Infra projects. Any failures to complete the project or any dispute in the contract, disruption or stoppage of work may result in forfeiture of such security deposit.</li><li>There have been certain instances of delay in payment of EPF, ESIC & PT contributions/ amounts by the Company. Its may be subject to regulatory actions and penalties for such delays which may have an adverse effect on the company business & financial condition.</li><li>The agreements governing the Company's indebtedness contain conditions and restrictions on its operations, additional financing and capital structure.</li><li>The company Directors does not have any prior experience of being a director in any other listed company in India and this may present certain potential challenges for the Company.</li><li>The company is dependent on third parties for the supply of raw materials, services and finished goods.</li><li>The company cannot assure you that the construction of its projects, delivery of its services and maintenance of the same will be free from any defects.</li><li>The company operates in a highly regulated industry, and compliance with applicable safety, health, environmental and other governmental regulations. Failures to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, and any violations of existing regulations may adversely affect the company business, financial condition, results of operations and cash flows.</li><li>Its may be unable to identify or acquire new projects and our bids for new projects may not always be successful, which may affect the company business growth.</li><li>The growth and success of its EPC infra business is dependent mainly on the quality of the company construction, experience and proficiency of its skilled labour with the capability and know-how of delivering such project in the optimal quality within the stipulated time. Failures to provide such quality service along with hiring and retaining of experienced and/or skilled labour may have an adverse effect on its brand, reputation and credibility and in turn will have an adverse effect on the company growth and profitability.</li><li>The Company, its Subsidiary, Promoters and Directors are involved in certain legal proceedings and potential litigation. Any adverse decision in such proceedings may render it/them liable to liabilities/penalties and may adversely affect its business and results of operations.</li><li>There may have been certain instances of delay in filings with respect to certain regulatory filings for corporate actions taken by the Company in the past. Consequently, its may be subject to regulatory actions and penalties for any such past or future delays and the company business, financial condition and reputation may be adversely affected.</li><li>Its insurance may be insufficient to cover all losses associated with the company business operations.</li><li>The company may fails to protect its intellectual property rights and may be exposed to misappropriation and infringement claims by third parties, either of which may have a material adverse effect on the company business and reputation.</li><li>Its projects in the company tollway collection and EPC Infra businesses are awarded on a competitive tender bidding process which include certain prescribed pre-qualification criteria. If the company is unable to bid for or fails to win such tenders, its business and the company financial condition may be adversely affected.</li><li>Increase in the prices of construction materials, fuel, labour and equipment could have an adverse effect on its EPC Infra business, results of operations and financial conditions.</li><li>The toll collection systems in India relies and runs on manual cash collection, online collection or FASTag collection process leading to inefficiencies and potential revenue leakage if operated without proper internal controls and verification. Leakage in its toll collection projects or inadvertencies in collection may adversely affect the company revenues and earnings and could adversely affect the company results of operations, cash flows and financial condition.</li><li>If the company is unable to keep pace with technological changes, new equipment and service introductions, evolving industry standards, its business and financial condition may be adversely affected.</li><li>The industries in which the company operates are competitive and have barriers to entry in certain instances. Its inability to compete effectively may adversely affect its business, cash flows, results of operations and financial condition.</li><li>Its toll collection business is subject to traffic congestion due to increased traffic volumes that may affect the company cash flows and business operations.</li><li>Certain toll collection systems in India still rely on manual collection process leading to inefficiencies and potential revenue leakage. Should the company participate in tenders for securing toll collection rights in such toll operations, the cost of implementing new technologies for collection of tolls and monitoring our projects could be significant and could adversely affect its results of operations, cash flows and financial condition.</li><li>The lack of seamless interoperability between toll collection systems and operators can lead to traffic congestion, user dissatisfaction, and reduced toll revenues.</li><li>Leakage of the tolls collected at the company respective toll booths may adversely affect its revenues and earnings.</li><li>The growth of its business is largely dependent on understanding the market and implementing and executing the correct business strategy accordingly. Any failures on the company part to implement and execute the required business strategy in the correct manner may have an adverse effect on its business and results of operations.</li><li>Political and other agitations against the collection of tolls may affect its ability to collect tolls over prolonged periods, which could have a material, adverse effect on the company business, results of operation and financial condition.</li><li>The company faces intense competition from other service providers in the similar area of business. If the company is unable to compete effectively, its business, results of operations and cash flows may be materially and adversely affected.</li><li>Due to the nature of our agreements and projects, its may be subjected to claims and counterclaims. Any adverse outcome of any such claim or counterclaim may have an adverse effect on the company results of operations and profitability.</li><li>Its business depends on the company Promoters and key managerial personnel and our ability to attract and retain key personnel. Any attrition rate of its key managerial personnel may affect the company business growth.</li><li>Its business is dependent on various Government entities and could be adversely affected if there are adverse changes in the policies adopted by such Government entities.</li><li>Its EPC business is significantly dependent on long-term financing and capital investment. Any failures in managing long-term financing and capital investment may have an adverse effect on the timelines of completing any EPC project and may have an adverse effect on its financial position and revenue growth.</li><li>Its business is dependent on rising operational costs, complex regulatory compliance. Any failures on the company part to maintain such evolving changes and customer expectations may have an adverse effect on its financial stability.</li><li>Due to the nature of its contract business, the company may be subject to certain disputes in certification or completion of the work that may lead to a dispute by adjudicating forums. Any adverse outcome of any such claim or counter claim may have an adverse effect on its profitability.</li><li>The Objects of the Offer have not been appraised by any bank or financial institution. Its funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which may be beyond its control. Any variation in the utilization of the Net Proceeds or in the terms of the conditions as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>Some of its Directors does not have significant experience in the company line of business.</li><li>Its may be subject to fraud, theft, employee negligence or similar incidents.</li><li>The lack of seamless interoperability between toll collection systems and operators can lead to traffic congestion, user dissatisfaction, and reduced toll revenues.</li><li>Its may be subject to labour unrest and slowdowns.</li><li>Despite the government's continuous support by way of financing and amendments in the Public-Private Partnerships (PPP) model framework, few challenges still persist for the road sector, which in turn may affect the growth and profitability of its business.</li><li>Certain sections of this Red Herring Prospectus disclose information from an industry report commissioned by us from CareEdge Research, which is an independent third-party entity and is not related to the Company, its Promoters or Directors, in any manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>Its management will have broad discretion over the use of the Net Proceeds.</li><li>Its Promoters, who are also the company Directors, hold Equity Shares in the Company and are therefore interested in the Company's performance.</li><li>Its Promoters and members of the company Promoter Group will continue to retain control over the Company after completion of the Offer, which will allow them to influence the outcome of matters submitted for approval of its shareholders.</li><li>The company cannot assure payment of dividends on the Equity Shares in the future.</li></ul>

The Issue type of Highway Infrastructure Ltd is Book Building.

The minimum application for shares of Highway Infrastructure Ltd is 211.

The total shares issue of Highway Infrastructure Ltd is 18571429.

Initial public offering of 18,571,428 equity shares of face value Rs. 5/- each ("Equity Shares") of the company for cash at a price of Rs. 70 per equity share (including a share premium of Rs. 65 per equity share) ("Offer Price") aggregating to Rs.130.00 crores (the "Offer") comprising a fresh offer of 13,931,428 equity shares of face value Rs. 5/- each aggregating to Rs. 97.52 crores by the company (the "Fresh Offer") and an offer for sale of4,640,000 equity shares of face value Rs. 5/- each aggregating to Rs. 32.48 crores by Arun Kumar Jain and Anoop Agrawal( "Promoter Selling Shareholders"),each promoter selling shareholder providing an offer for sale of 2,320,000equity shares of face value Rs. 5/- each (and such offer for sale of equity shares by the promoter selling shareholders the "Offer for Sale"). The offer will constitute 25.89 % of the post-offer paid-up equity share capital of the company. The "Offer for Sale" and together with the fresh offer, the "Offer".