Sadbhav Engineering Ltd

Sadbhav Engineering Ltd — Trading Window Closure (routine)

AGM Details

• AGM date set for 30 September 2026; time and mode not disclosed.
• Addendum dated 25 September 2026 updates items 3, 4, 9.
• Special resolution proposed for promoter-tranche preferential allotment under RBI framework.

Promoter Tranche Resolution

• Special resolution for promoter-tranche preferential allotment under RBI ICDR framework.
• Pricing floor set at ₹9.00 per share under RBI framework.
• Reference Date for pricing: 13 March 2026.
• Total promoter-tranche allotment up to 22,03,50,029 equity shares.
• Post-issue shareholding: promoter group about 29.85%, public about 70.15%.
• Valuation reports certified price; open for inspection at office and website.
• Pricing basis includes RBI framework and SEBI ICDR regulatory provisions.

Other Notes

• Promoter Tranche subject to SEBI ICDR Regulations and RBI debt-restructuring framework.
• ESOP grants noted: total 949,750 options under ESOP scheme.
• Addendum supersedes prior explanatory statements for items 3, 4, 9.

Financial performance

• Standalone turnover from operations: ₹167.84 crore in 2025-26.
• Standalone total income: ₹204.40 crore; PAT: ₹13.38 crore.
• Consolidated total income: ₹1066.11 crore; Consolidated PAT: ₹26.32 crore.
• Standalone EPS: ₹0.78; Consolidated EPS: ₹1.53.
• Net worth stood at ₹1,037.69 crore; Total assets ₹2,419.28 crore.
• Dividend for 2025-26 not declared; no dividend payout.

Debt restructuring and RBI plan

• Master Restructuring Agreement implemented; debt restructured to ₹906.35 crore (Rs 90,635 lakh).
• NCDs of ₹713.25 crore issued; remaining ₹19.31 crore to be issued after lender approvals.
• Equity conversion planned: lenders to receive up to 14,47,94,474 shares at ₹9.34; promoter tranche ₹9.00 for 7,55,55,555 shares.
• Promoter tranche reserved for Shashin Patel; non-promoter tranche for lenders; price determined per RBI framework.
• Total promoter loan to be converted: ₹230.32 crore; equity to be created under the plan.
• Reference date for price: 13 March 2026; lock-in periods apply (18 months for promoter shares).

Share capital & corporate actions

• Members to increase authorised share capital to ₹100 crore (from ₹50 crore).
• Clause V of MOA to be repealed and replaced accordingly.
• Board authorized to execute forms with MCA and related authorities to give effect to the resolution.

Governance & board changes

• As on 31-Mar-2026: 5 directors (1 Executive, 1 Non-Executive Non-Independent, 3 Independent).
• Ankit Shah (DIN 11821847) appointed Independent Director w.e.f 13-Aug-2026.
• Jaldeep Prakashbhai Patel (DIN 11821907) appointed Independent Director w.e.f 13-Aug-2026.
• Hitesh Chelani appointed CFO; Radhika Tanna appointed Company Secretary & Compliance Officer.
• Hardik Modi resigned as Company Secretary (04-2026); Jatin Thakkar resigned (13-11-2025).

Audit, risk & internal controls

• Independent Auditor: M/s Manubhai & Shah LLP; several audit qualifications noted.
• Significant matters include impairment risks in SIPL; RPTPL; going-concern disclosures.
• Secretarial audit cited regulatory non-compliances (board size; filing delays).
• Internal financial controls are qualified; management to address weaknesses; Board oversight ongoing.

Related party transactions

• Related party transactions occurred in ordinary course; details in notes to financials.
• Key items include sub-contracting income, remuneration expenses, and intercompany loans.
• ESOP and equity-related transactions disclosed; compliance with regulation 23 of LODR.

Risks, outlook & ESG

• Debt restructuring reduces near-term financial stress; focus on healthy order book growth.
• Outlook contingent on arbitration outcomes and timely project execution.
• CSR policy in place; Rs. 207 lakhs spent in 2025-26; ongoing risk management framework.

Dividend & AGM details

• 37th AGM held via VC/OAVM; notice uploaded electronically per MCA circulars.
• Dividend for FY2025-26 not proposed; no dividend declared for the year.

AGM Details

• Date, time, mode: 30 Sep 2026, 3:00 PM IST, VC/OAVM.
• Record date: 23 Sep 2026; register closure 24–30 Sep 2026.
• AGM conducted through VC/OAVM as per regulatory guidance.

Key Resolutions

• Ordinary: Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Ordinary: Reappointment by rotation of a director.
• Ordinary: Ratify remuneration of cost auditor for the 2026-27 audit.
• Special: Appoint independent director for five-year term; not liable to rotate.
• Special: Appoint second independent director for five-year term.
• Ordinary: Increase authorized share capital and amend MOA accordingly.
• Special: Approve loans/investments/guarantees to group entities up to aggregate amount.
• Special: Preferential issue of equity shares to lenders under RBI framework.
• Special: Preferential issue of equity shares to promoter by converting unsecured loan.
• Certificate: Certification by practicing company secretary verifying ICDR compliance.

Director Changes

• Two new independent directors appointed for five-year terms.
• Existing director to retire by rotation and seek reappointment.

Material Related Party Transactions

• Approval of material related-party transactions: loans/guarantees to group entities.
• Promoter-related preferential issue by conversion of unsecured loan.

Capital & Other Approvals

• Increase authorized share capital and alter MOA.
• Preferential issue under RBI framework to lenders.