Board Meeting Details

The Board of Directors meeting was held on Wednesday, May 27, 2026, commencing at 9:00 PM and concluding at 11:55 PM.

Key Approvals

1. Approved and adopted standalone and consolidated audited Financial Results for quarter and year ended March 31, 2026

2. Approved appointment of Mr. Kaivan Vora as Chief Financial Officer (CFO) effective May 27, 2026

Financial Results Highlights (Standalone)

Income Statement (₹ in Million):

  • Total Income: ₹89.73 (Q4 FY26), ₹28.51 (Q4 FY25), ₹27.94 (Q3 FY26), ₹190.20 (FY26), ₹— (FY25)
  • Total Expenses: ₹488.73 (Q4 FY26), ₹228.18 (Q4 FY25), ₹335.37 (Q3 FY26), ₹1,158.50 (FY26), ₹— (FY25)
  • Loss before exceptional items and tax: ₹(399.00) (Q4 FY26), ₹(199.67) (Q4 FY25), ₹(307.43) (Q3 FY26), ₹(968.30) (FY26)
  • Exceptional Items (net): ₹2,154.16 (Q4 FY26), ₹(1,000.00) (Q4 FY25), ₹— (Q3 FY26), ₹1,154.16 (FY26), ₹(488.69) (FY25)
  • Profit/(Loss) before tax: ₹1,755.16 (Q4 FY26), ₹(1,199.67) (Q4 FY25), ₹(307.43) (Q3 FY26), ₹185.86 (FY26), ₹(1,380.92) (FY25)
  • Tax expense: ₹(0.08) (Q4 FY26), ₹— (Q4 FY25), ₹— (Q3 FY26), ₹(0.08) (FY26), ₹— (FY25)
  • Profit/(Loss) for period: ₹1,755.24 (Q4 FY26), ₹(1,199.67) (Q4 FY25), ₹(307.43) (Q3 FY26), ₹185.94 (FY26), ₹(1,380.92) (FY25)
  • Total Comprehensive Income: ₹1,757.51 (Q4 FY26), ₹(1,199.67) (Q4 FY25), ₹(307.54) (Q3 FY26), ₹138.21 (FY26), ₹(1,381.02) (FY25)
  • Basic and diluted EPS (₹): ₹4.98 (Q4 FY26), ₹(3.41) (Q4 FY25), ₹(3.71) (Q3 FY26), ₹0.53 (FY26), ₹(3.92) (FY25)

Balance Sheet (₹ in Million) as at March 31:

  • Total Assets: ₹11,283.95 (2026), ₹13,271.70 (2025)
  • Equity Share Capital: ₹3,522.25 (2026), ₹3,522.25 (2025)
  • Other Equity: ₹3,035.20 (2026), ₹2,637.44 (2025)
  • Total Equity: ₹6,557.45 (2026), ₹6,159.69 (2025)
  • Total Liabilities: ₹4,726.49 (2026), ₹7,112.01 (2025)

Exceptional Items Breakdown (₹ in Million)

  • Amount written back on account of Amended Supplementary Debenture Trust Deed: ₹502.30
  • Provision/Written off for impairment in carrying value of Investment/subordinate debt of Sadbhav Udaipur Highway Limited: ₹(336.76)
  • Provision/Written off for impairment in carrying value of Investment/subordinate debt of Sadbhav Rudrapur Highway Limited: ₹74.40
  • Waiver of Loan received from Ahmedabad Ring Road Infrastructure Projects Limited: ₹2,416.52
  • Total Exceptional Items: ₹2,154.16 (Q4 FY26), ₹(1,000.00) (Q4 FY25), ₹1,154.16 (FY26), ₹(488.69) (FY25)

Key Managerial Personnel Appointment

Mr. Kaivan Vora appointed as Chief Financial Officer (CFO) w.e.f. May 27, 2026. He holds an MBA in Finance with over 18 years of experience in corporate finance, treasury management, project finance, banking operations, working capital management, and fund raising. Previously associated with Sadbhav group, Otsuka Pharmaceutical India Private Limited, and ICICI Bank Limited. He holds no shares in the company and no directorships in other listed entities.

Auditor's Qualified Opinion

The statutory auditors (S G D G & Associates LLP) have expressed a qualified opinion on both standalone and consolidated financial results regarding recoverability of investments in subsidiaries:

  • Standalone: Qualifications on recoverable value of investments (including subordinate debt), loans and advances, trade and other receivables aggregating ₹8,043.91 million in Rohtak Panipat Tollway Private Limited (RPTPL) and Rohtak Hissar Tollway Private Limited (RHTPL)
  • Consolidated: Multiple qualifications including non-accounting of interest in RPTPL and RHTPL, going concern issues in several subsidiaries, and realisability of GST input tax credits amounting to ₹1,194.92 million

Subsidiary Matters

Rohtak Panipat Tollway Private Limited (RPTPL):

  • Investments: ₹217.74 million + Subordinate debt: ₹4,688.73 million + Trade receivables: ₹86.22 million
  • Toll collection suspended since December 25, 2020 due to farmers' agitation
  • Termination notice issued to NHAI on July 27, 2021
  • Total claims lodged: ₹19,379.20 million against NHAI
  • Arbitral award declared on January 23, 2025: ₹10,805.45 million (net awarded amount)
  • Matter challenged before Delhi High Court (sub-judice)
  • Received intimation from NARCL about assignment of debt by lenders

Rohtak Hissar Tollway Private Limited (RHTPL):

  • Investments: ₹107.68 million + Subordinate debt: ₹2,893.42 million + Other receivables: ₹50.12 million
  • Similar issues as RPTPL with toll suspension since December 25, 2020
  • Total claims lodged: ₹19,287.10 million against NHAI
  • Arbitral proceedings ongoing
  • Received intimation from NARCL about assignment of debt

Other Subsidiary Updates:

  • Sadbhav Udaipur Highway Limited: Harmonious substitution completed with final NHAI approval received, assets transferred to new SPV
  • Sadbhav Rudrapur Highway Limited: Harmonious substitution completed through endorsement agreement dated February 9, 2026
  • Sadbhav Nainital Highway Limited: Harmonious substitution approved by NHAI, project transferred to new concessionaire for ₹900 million
  • Maharashtra Border Check Post Network Limited: Received termination notice from Government of Maharashtra on June 27, 2025, which is being contested

Going Concern Considerations

The company has incurred substantial losses over time with significant reduction in operational income. Debenture holders have initiated legal action demanding payment, with actual redemption of series B debentures scheduled in July 2026. However, management believes the going concern assumption is appropriate based on improving liquidity from stake sales/harmonious substitutions, monetization plans, and cost control measures.

Legal Proceedings

  • Several vendors have initiated legal proceedings for recovery of dues, contested by management
  • Lenders of Sadbhav Bangalore Highway Private Limited filed Case No.: OA/422/2023 before DRT Ahmedabad for recovery of ₹1,112.55 million
  • Debenture holders have invoked corporate guarantee of Sadbhav Hybrid Annuity Projects Limited, with insolvency application pending before NCLT

Other Disclosures

  • Unlisted non-convertible debentures outstanding: ₹650.60 million
  • Employee Stock Option Plan-2024 approved but no options granted as of March 31, 2026
  • Impact of new Labour Codes: Increased liability of ₹0.48 million recognized in employee benefit expenses
  • Previous year figures reclassified for better presentation

Cash Flow Statement (Standalone)

  • Net cash flows from operating activities: ₹(1,559.49) million (FY26)
  • Net cash flows from investing activities: ₹416.97 million (FY26)
  • Net cash flows from financing activities: ₹(1,765.45) million (FY26)
  • Net decrease in cash and equivalents: ₹(703.03) million (FY26)
  • Cash and equivalents at end: ₹27.16 million (March 31, 2026)