MARKOLINES2026-03-09MARKOLINES2026-03-092026-03-09MARKOLINESMarkolines Pavement Technologies LimitedNewAmalgamation/ Merger2026-03-062026-03-09falsetrueYes. Furthermore, in accordance with General Circular No. 30/2014 dated 17th July 2014, issued by the Ministry of Corporate Affairs, transactions resulting from compromises, arrangements, and amalgamations under the Companies Act, 2013, are not subject to the requirements of Section 188 of Companies Act, 2013. The transactions contemplated in the Scheme are being undertaken at arms’ length in accordance with the Share Exchange Ratio (as defined below) which has been arrived at on the basis of the valuation report dated 5th March, 2026 issued by Ms. Neha Bhandari (IBBI Registration No.: IBBI/RV/16/2021/14449) recommending the fair equity share exchange ratio. Aftertrade Broking Private Limited (SEBI Registration No.: INM000013110), an independent SEBI registered Category I Merchant Banker, has issued a fairness opinion stating that the Share Exchange Ratio is fair from a financial point of view.trueA. Markolines Pavement Technologies Limited (Transferee Company) is engaged in the business of: a) Highway Maintenance which includes major maintenance and repairs of highways which covers Preventive, rehabilitation, renewal or resurfacing of the assets; b) Specialized Maintenance Services which includes Micro Surfacing, Cold In Place Recycling (CIPR) / Cold Central Plant Recycling (CCPR) with Cement and Foam Bitumen; and c) Specialized Construction Services which includes Full Depth Reclamation (FDR), Tunnelling, etc. B. Markolines Infra Limited (Transferor Company) is engaged in the business of highway operations and maintenance (O&M) offering following services: a) Toll operations, b) Route patrolling and incident management, and c) Routine maintenance.Background: Markolines Infra Limited (Transferor Company), incorporated in 2005, is a recognized leader in highway operations and maintenance (O&M) services, with expertise in toll operations, route patrolling, incident management, and routine maintenance. The Company has successfully executed 31 projects, operating 25 toll plazas and managing over 42,900 lane-kilometers across 16 states in India over a span of 11+ years. Markolines Pavement Technologies Limited (Transferee Company) was incorporated in 2002 is also a leading company providing major maintenance and specialized construction services to the highway industry in India over the span of more than 22 years. Objectives of the Amalgamation: The proposed amalgamation aims to consolidate the operational strengths, service capabilities, and market presence of both entities, resulting in strategic, operational, and financial advantages: 1. Strategic and Capacity Enhancement: a) Accelerated Time-to-Market: Streamlined organizational structure will enable faster decision-making, improved inter-departmental coordination, and quicker deployment of services.b) Broader Market Reach: Leveraging combined licenses, relationships, and regional footprints, the merged entity can access new markets and deepen its presence in existing ones. c) Business Model Scalability: Integration will result in a more agile, scalable, and responsive business model aligned with evolving industry dynamics. d) Operational Visibility and Real-Time Insights: Markolines Infra’s 24x7 on-site presence enhances data accuracy and client interaction, allowing real-time project insights, optimized planning, and precise cost estimation—providing a strong competitive advantage. 2. Operational Synergies and Cost Efficiencies: a) Reduction in Duplication and Risk: Unified operations reduce redundant legal and administrative frameworks, simplifying compliance and mitigating operational risks. b) Procurement and Vendor Optimization: A centralized procurement approach will improve bargaining power with suppliers, resulting in cost savings and enhanced contract terms. c) Streamlined Administrative Functions: Integration of HR, finance, IT, and legal functions will lower overheads and improve process efficiency. d) Economies of Scale: A larger operational base will yield cost advantages in compliance, business development, marketing, and service delivery. 3. Complementary Service Offerings & Strategic Positioning: a) The merger will bring together complementary competencies across pavement technologies,specialized construction, and highway O&M services creating a holistic and robust infrastructure service provider. b) Most significantly, the amalgamation will make the merged entity the only and the largest company in India offering the entire spectrum of Highway Operations & Maintenance services—from construction and rehabilitation to toll operations and routine maintenance. c) This comprehensive capability will enhance brand visibility, broaden the service portfolio, and significantly strengthen the Company's position in the infrastructure sector.SharesUpon the Scheme of Amalgamation becoming effective, the Transferee Company will issue its equity shares to the shareholders of the Transferor Company as on the Record Date (as defined in the Scheme) as per the below Share Exchange Ratio (“Share Exchange Ratio”): Share exchange ratio will be 1:1.15 i.e. for every one existing share of Markolines Infra Limited shareholder will get new 1.15 shares of Markolines Pavement Technologies Limited. The Share Exchange Ratio has been arrived at based on the valuation report dated 5th March, 2026 issued by Ms. Neha Bhandari (IBBI Registration No.: IBBI/RV/16/2021/14449) recommending the fair equity share exchange ratio. Aftertrade Broking Private Limited (SEBI Registration No.: INM000013110), an independent SEBI registered Category I Merchant Banker, has issued a fairness opinion stating that the Share Exchange Ratio is fair from a financial point of view.Post-merger, there will be change in shareholding pattern of Transferee Company after issuing shares to the shareholders of Transferor Company pursuant to the Scheme of Arrangement as detailed hereunder: Upon the Scheme becoming effective, the Transferee Company shall issue and allot to every member of the Transferor Company, Equity Shares having face value of Rs. 10 each, as fully paid-up, on a date to be fixed by the Board of Directors of the Transferee Company, in the following manner based on the Independent Share Exchange Ratio Report issued by Ms. Neha Bhandari (IBBI Registration No.: IBBI/RV/16/2021/14449) Share exchange ratio will be 1:1.15 i.e. for every one existing share of Markolines Infra Limited shareholder will get new 1.15 shares of Markolines Pavement Technologies Limited. Post-merger, the Transferor company will cease to exist and all shareholders of the Transferor company would become shareholders in the Transferee Company.NA