Board Meeting Details

The Board of Directors meeting was held on Tuesday, 11th August 2026, commencing at 08:00 PM and concluding at 10:30 PM.

Key Board Decisions

1. Financial Results Approval: Approved standalone and consolidated unaudited financial results for quarter ended June 30, 2026.

2. Director Appointments: Appointed Mr. Jaldeep Prakash Patel (DIN: 11821907) and Mr. Ankit Kishorbhai Shah (DIN: 11821847) as Additional Directors in capacity of Non-Executive Independent Directors effective August 11, 2026, subject to shareholder approval at ensuing General Meeting. They will hold office until conclusion of ensuing General Meeting.

  • Mr. Patel has 20+ years experience in sales & marketing, currently Business Development leader at Binary Republik
  • Mr. Shah has 20+ years experience in steel industry, currently driving Jainex Steel
  • Both hold no shares in company and are not related to any directors/KMP

3. Subsidiary Asset Transactions: sought shareholder approval for:

  • Sale/disposal/lease of assets including pledge of shares in material subsidiary Sadbhav Hybrid Annuity Projects Limited (SHAPL) under Regulation 24(5) and (6)
  • Pledge of shares in material subsidiary Maharashtra Border Check Post Network Limited (MBCPNL) under Regulation 24(5)
  • Sale/disposal/lease of assets including pledge of shares in subsidiaries Sadbhav Nainital Highway Limited (SNHL), Sadbhav Rudrapur Highway Limited (SRHL) and Sadbhav Vidarbha Highway Limited (SVHL) under Regulation 24(6)

4. Auditor Resignation: Accepted resignation of statutory auditors M/s. SGDG & Associates LLP, Chartered Accountants effective August 12, 2026. Reason cited: "absence of operational activities and size of Company's operations as compared to the scale and resources of the audit firm."

5. AGM Details: 20th Annual General Meeting will be held on Wednesday, 30th September 2026 through VC/OAVM. Cut-off date for receiving annual report: Friday, 28th August 2026. Remote e-voting period: Sunday, 27th September 2026 at 9:00 AM to Tuesday, 29th September 2026 at 5:00 PM with cut-off date Wednesday, 23rd September 2026.

Standalone Financial Results (₹ millions)

For quarter ended June 30, 2026:

  • Total Income: ₹70.22
  • Total Expenses: ₹174.28
  • Loss before exceptional items: ₹(104.06)
  • Exceptional Items: ₹280.00 (gain)
  • Profit before tax: ₹175.94
  • Tax expense: ₹0
  • Profit for period: ₹175.94
  • Other Comprehensive Income: ₹0
  • Total Comprehensive Income: ₹175.94
  • Basic EPS: ₹0.50 (not annualized)
  • Paid-up equity share capital: ₹3,522.25 (face value ₹10 each)

Comparative Figures:

  • Q1 FY26: Loss of ₹171.00 million
  • FY26: Profit of ₹185.94 million

Exceptional Items Breakdown (₹ millions)

  • Recovery of Loan Previously Written Off from SHAPL: ₹280.00 (gain)

Key Subsidiary Exposures and Issues

Rohtak Panipat Tollway Private Limited (RPTPL):

  • Investments: ₹217.74 million
  • Subordinate debts: ₹4,688.73 million
  • Trade & other receivables: ₹86.26 million
  • Net worth fully eroded
  • Toll collection suspended since December 25, 2020 due to farmers' agitation
  • Termination notice issued to NHAI on July 27, 2021 under Force Majeure
  • Total claims lodged: ₹19,379.20 million against NHAI counter claims of ₹6,227 million
  • Arbitral award declared January 23, 2025: net awarded ₹10,805.45 million (principal ₹7,796.31 million + interest ₹3,009.14 million)
  • Matter challenged in Delhi High Court, sub-judice
  • Lenders assigned debt to NARCL via deed dated March 22, 2024
  • Management believes no impairment needed

Rohtak Hissar Tollway Private Limited (RHTPL):

  • Investments: ₹107.68 million
  • Subordinate debts: ₹2,893.42 million
  • Other receivables: ₹50.68 million
  • Net worth fully eroded
  • Similar toll suspension and termination notice as RPTPL
  • Total claims: ₹19,287.10 million against NHAI counter claims of ₹3,665.80 million
  • Arbitration ongoing at arguments/rejoinder stage
  • Lenders assigned debt to NARCL
  • Management believes no impairment needed

Auditor Qualification: Statutory auditors expressed qualified conclusion regarding recoverability of investments/subordinate debts in RPTPL (₹8,044.51 million total exposure).

Other Material Matters

Going Concern: Company addressed concerns noting:

  • Liquidity position improving from stake sales/harmonious substitutions
  • Debentures fully repaid on July 21, 2026 (₹650.60 million outstanding as of June 30, 2026)
  • NCLT application by debenture holders withdrawn
  • Projected cash flows, asset monetization, and claim realizations expected to meet liabilities

Legal Proceedings:

  • Vendors claiming additional interest amounts beyond provisions - management contests
  • SBI & BOI filed case in DRT Ahmedabad against Sadbhav Bangalore Highway Private Limited for ₹1,112.55 million recovery - management believes not tenable

Maharashtra Border Check Post Network Limited (MBCPNL):

  • Received termination notice from Government of Maharashtra on June 27, 2025
  • Company contesting termination as legally untenable
  • Investments: ₹258.94 million
  • Loan receivable: ₹1,528.19 million (including ₹479.90 million interest)
  • Management confident of settlement

Labour Codes: Implemented from November 21, 2025 resulting in ₹0.48 million additional liability in FY26, considered not material.

Consolidated Financial Results (₹ millions)

For quarter ended June 30, 2026:

  • Revenue from operations: ₹2,002.62
  • Other income: ₹108.05
  • Total income: ₹2,110.67
  • Total expenses: ₹1,304.05
  • Profit before exceptional items: ₹806.62
  • Exceptional items: ₹(108.55) (loss)
  • Profit before tax: ₹658.07
  • Tax expense: ₹128.52
  • Profit after tax: ₹529.55
  • Profit attributable to owners: ₹333.61
  • Basic EPS: ₹0.95

Comparative Figures:

  • Q1 FY26: Profit of ₹258.58 million
  • FY26: Loss of ₹(203.66) million attributable to owners

Auditor's Review Report

SGDG & Associates LLP issued limited review report with:

  • Qualified Conclusion: Unable to corroborate management's contention of realizing carrying value of investments/subordinate debts in RPTPL and RHTPL (₹8,044.51 million)
  • Emphasis of Matter:
  • Trade payables under litigation
  • MBCPNL termination notice contested
  • Material Uncertainty: Going concern issues due to historical losses and reduced operations, though management believes basis appropriate

Annexures

  • Annexure A: Detailed director appointment information as per SEBI Master Circular
  • Annexure B: Auditor resignation details