Company Disclosure

Board Meeting Details

  • Meeting held on November 4, 2026 from 6:00 PM to 8:00 PM
  • Chaired by Shashin Patel, Chairman and Managing Director (DIN: 00048328)

Key Decisions Approved

1. Financial Results Approval

  • Approved standalone and consolidated unaudited financial results for quarter and half year ended September 30, 2026
  • Prepared in accordance with Ind AS and Regulation 33 of SEBI LODR
  • Statutory auditors conducted limited review with modified opinion

2. Statutory Auditor Resignation

  • Accepted resignation of M/s. Manubhai & Shah LLP, Chartered Accountants
  • Effective from close of business hours on November 4, 2026
  • Reason cited: "significant reduction in Company's operational activities"
  • No other material reasons for resignation per SEBI Circular CIR/CFD/CMD1/114/2019
  • Resignation letter and required disclosures provided as Annexure-A

Financial Performance (Standalone)

(All figures in ₹ lakhs, except per share data)

Quarterly Performance (Q2 FY2027)

  • Revenue from operations: ₹3,693.15
  • Other income: ₹915.16
  • Total income: ₹4,608.31
  • Total expenses: ₹5,420.74
  • Loss before exceptional items: ₹(877.61)
  • Exceptional items: ₹17.85 (profit on sale of assets)
  • Loss before tax: ₹(859.76)
  • Tax expense: ₹0.00
  • Net loss: ₹(859.76)
  • Other comprehensive income: ₹13.60
  • Total comprehensive loss: ₹(846.16)
  • Basic & diluted EPS: ₹(0.57)

Half-Yearly Performance (H1 FY2027)

  • Revenue from operations: ₹5,727.43
  • Other income: ₹1,765.14
  • Total income: ₹7,492.57
  • Total expenses: ₹9,367.84
  • Loss before exceptional items: ₹(3,875.27)
  • Exceptional items: ₹20.90 (profit on sale of assets)
  • Loss before tax: ₹(1,854.37)
  • Tax expense: ₹(21.12)
  • Net loss: ₹(1,833.25)
  • Other comprehensive income: ₹13.60
  • Total comprehensive loss: ₹(1,819.65)
  • Basic & diluted EPS: ₹(1.07)

Balance Sheet Position (as of September 30, 2026)

  • Total assets: ₹237,163.11 lakhs
  • Equity share capital: ₹1,715.71 lakhs
  • Other equity: ₹104,722.57 lakhs
  • Total equity: ₹106,438.28 lakhs
  • Non-current borrowings: ₹72,523.85 lakhs
  • Current borrowings: ₹23,641.07 lakhs
  • Total liabilities: ₹130,724.83 lakhs

Key Financial Notes

1. Exceptional Items

  • Profit on sale of assets: ₹20.90 lakhs for H1 FY2027
  • Reduction in accrued interest liabilities: ₹15,638.89 lakhs (prior year, due to restructuring)

2. RPTPL Exposure and Arbitration

  • Outstanding loan, trade and other receivables: ₹20,123.30 lakhs from Rohtak Panipat Tollway Private Limited (step-down subsidiary)
  • RPTPL issued termination notice to NHAI on July 27, 2021
  • Arbitral award declared on January 23, 2025: net awarded amount ₹108,054.50 lakhs
  • Management believes no impairment required based on expected recovery
  • Statutory auditors qualified opinion on recoverability

3. Contract Assets Recoverability

  • Contract assets outstanding: ₹35,019.32 lakhs
  • Other non-current financial assets: ₹10,548.29 lakhs
  • Represents claims on closed/suspended/under construction projects
  • Management believes fully recoverable based on contractual terms and negotiations
  • Statutory auditors qualified opinion on recoverability within one year

4. Going Concern Considerations

  • Company incurred losses in preceding years
  • Defaults in debt servicing and statutory payments
  • Reduced revenue from operations
  • Restructuring plan approved and implemented in Q4 FY2026
  • Company actively pursuing new infrastructure projects
  • Management believes going concern assumption appropriate

5. Debt Restructuring Plan

  • Approved by consortium lenders representing 77.83% by value and 60% by number
  • Master Restructuring Agreement executed
  • Requires issuance of secured NCDs aggregating ₹90,635 lakhs in two series:
  • Series NCD-I: ₹45,224 lakhs
  • Series NCD-II: ₹44,411 lakhs
  • ₹71,325 lakhs NCDs issued as of September 30, 2026
  • Balance to be issued upon assent from remaining lenders
  • Requires issuance of equity shares aggregating ₹23,032 lakhs to promoters against outstanding unsecured loans
  • Requires issuance of equity shares to lenders aggregating ₹15,903 lakhs towards interest obligation
  • Interest waiver/reversal approved above 9% rate

6. Default in NCD Payments

  • ₹21,327.91 lakhs (including interest ₹890.38 lakhs) due for repayment as of September 30, 2026 remained unpaid
  • Company requested additional time from lenders
  • Payment expected from receivables realization, arbitration claims, and asset monetization

7. Tax Matters

  • Company opted for new concessional tax regime under Section 115BAA
  • No current tax provision due to available loss set-off
  • Deferred tax assets (MAT credit) of ₹6,059.27 lakhs derecognized

8. Legal and Regulatory Matters

  • Geology and Mining Department, Gujarat: demand of ₹18,615.51 lakhs set aside by Additional Director (Appeal)
  • Mamlatdar Alien Recovery Branch, Ahmedabad: demand of ₹13,908.87 lakhs set aside by Joint Director & Revision Authority
  • Various vendor litigation proceedings ongoing

Auditor Resignation Details

  • Resignation effective: November 4, 2026
  • Reason: Significant reduction in Company's operational activities
  • No other material reasons disclosed
  • Last audit reports issued: Limited review report dated November 4, 2026
  • No concerns regarding management-imposed limitations
  • Resignation in accordance with firm's client acceptance policy