Sadbhav Infrastructure Project Ltd

Sadbhav Infrastructure Project Ltd – Trading window closure (routine)

Financial snapshot

• Standalone total income INR 190.2m; PAT INR 185.94m; EPS INR 0.53.
• Consolidated revenue from operations INR 7,745.58m; total revenue INR 8,273.98m; PAT INR 451.02m; PBT INR 624.02m.
• Total debt INR 3,659.62m; debt-equity ratio 0.56; net worth INR 6,557.45m.
• Consolidated cash and equivalents INR 515.42m; total cash INR 52.03m; equity share capital INR 3,522.25m.
• Dividend: no dividend declared for FY2025-26.
• Audit: standalone and consolidated reports have qualifications; going concern risk; weaknesses in internal controls.

Governance & board

• FY2025-26 board comprised executive chair; independent directors; changes: Ankit Shah and Jaldeep Patel appointed Aug 11, 2026.
• Kaivan Vora appointed CFO on 27 May 2026; Kedar Pandya Company Secretary from 12 Nov 2025.
• Board committees include Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility, and Risk Management.
• Secretarial audit flagged non-compliance with SEBI LODR Regulations 2015; management commitments to address.
• AGM/EGM held via VC/OAVM; 20th AGM scheduled 30 Sep 2026.

Audit & controls

• Independent auditors SGD&G qualified Standalone and Consolidated; going concern noted; basis of qualification on investments in RPTPL/RHTPL.
• Material weaknesses identified in internal financial controls; lack of maker-checker for journal entries.
• Auditors' reports cite going concern uncertainties; management notes recoveries and valuations in notes.
• Management provides secretarial compliance responses; board to implement controls.
• Consolidated auditors note reliance on other auditors for 12 subsidiaries; emphasis on material uncertainties.

Capital structure & liquidity

• Total debt INR 3,659.62m; long-term INR 1,242.08m, current INR 2,417.54m.
• Debt-equity ratio 0.56; equity 6,557.45m; assets 11,283.96m.
• Credit rating on NCDs: IND C (Issuer Not Cooperating).
• Cash and cash equivalents INR 27.16m; other bank balances INR 24.87m; total cash INR 52.03m.
• Liquidity risk noted; no fixed deposits; not yet able to reliably service all obligations.

Strategic developments & corporate actions

• Rationalisation: potential dissolution of SPVs that do not contribute meaningfully to financials.
• Pledge of shares in MBCPNL and other subject material subsidiaries to secure debt; approvals sought.
• Voluntary winding up and dissolution of two material subsidiaries contemplated; sale/transfer of shares/assets.
• Strategic focus on building order book and cash-flow management; AI adoption in estimation and contract mgmt.
• Annual General Meeting and notices include multiple special resolutions on governance and assets.

Related party transactions

• Related party transactions are arm's length; no material related party transactions beyond routine.
• Remuneration and transactions with holding company and fellow subsidiaries disclosed; policy posted online.

Outlook & risks

• Outlook: build quality order book; manage cash-flows; pursue asset monetization and claim realizations.
• Key risk: ongoing arbitration and regulatory disputes; potential impairment on investments and receivables.
• Going concern risk highlighted; liquidity improvement expected via asset sales and substitution.

AGM details

• Date and time: 30 September 2026, 12:00 PM IST.
• Mode: VC/OAVM.
• Register of Members and Share Transfer Books closed 24–30 Sep 2026 (inclusive).

Resolutions to vote

• Item 1 (Ordinary): Adopt standalone and consolidated financial statements for FY ended 31 March 2026.
• Item 2 (Ordinary): Reappoint Siddharth Vyas by rotation.
• Item 3 (Ordinary): Ratify cost auditor remuneration for 2026-27 at ₹25,000 plus tax.
• Item 4 (Special): Appoint Ankit Kishorbhai Shah as Non-Executive Independent Director for five years (11 Aug 2026–10 Aug 2031).
• Item 5 (Special): Appoint Jaldeep Prakashbhai Patel as Non-Executive Independent Director for five years (11 Aug 2026–10 Aug 2031).
• Item 6 (Special): Approve pledge of company shares in MBCPNL, a material subsidiary.
• Item 7 (Special): Approve pledge and securities exceeding 20% of assets in subject material subsidiaries.
• Item 8 (Special): Approve voluntary winding up and disposal of target subsidiaries.
• Item 9 (Ordinary): Appoint M/s O R Maloo & Co as Statutory Auditors to 2031.

Voting status

• Voting results not disclosed in this filing.

Director changes

• Siddharth Vyas to retire by rotation and seek reappointment.
• Ankit Shah appointed as Independent Director for five-year term.
• Jaldeep Patel appointed as Independent Director for five-year term.

Auditors

• Resignation of SGDG & Associates LLP as Statutory Auditors (effective 12 Aug 2026).
• Casual vacancy filled by M/s O R Maloo & Co; until 2031 AGM.
• Cost Auditor remuneration: ₹25,000 plus tax.

Material related party transactions

• No material related party transactions noted in this notice.

Other material approvals

• Items 6–8 cover pledges, encumbrances, and liquidation of material subsidiaries.

Appointment of Independent Directors

• Mr. Jaldeep Prakash Patel appointed as Additional Non-Executive Independent Director.
• Mr. Ankit Kishorbhai Shah appointed as Additional Non-Executive Independent Director.
• Term: five-year appointment not liable to retire by rotation.
• Effective 11 August 2026; subject to shareholder approval at ensuing General Meeting.
• Patel profile: 20+ years in sales and marketing leadership.
• Shah profile: 20+ years in steel trading and business development.
• Patel is not related to other Directors.
• Shah is not related to other Directors.
• Appointment subject to approval of members at ensuing General Meeting.

Statutory Auditor Resignation

• Statutory Auditor SGDG & Associates LLP resigned effective 12 August 2026.
• Reason: absence of operational activities and size mismatch with firm.
• Resignation confirms no other material reasons.
• Date of cessation: 12 August 2026.
• Replacement statutory auditor to be appointed subject to approvals.

Financial results

• Approved standalone and consolidated unaudited results for quarter ended 30 June 2026.
• Limited Review Report with Modified opinion on the unaudited results.

Board appointments

• Appointed Independent Directors Jaldeep Patel and Ankit Shah, effective 11 Aug 2026, not liable to retire by rotation.

Governance and AGM

• 20th AGM on 30 Sep 2026 via VC/AVM.
• Cut-off date for annual report: 28 Aug 2026.
• Remote e-voting from 27 to 29 Sep 2026.

Auditors and going concern

• Resignation of Statutory Auditor SGDG & Associates LLP effective 12 Aug 2026.
• Auditors issued qualified conclusions on certain subsidiaries; going concern noted as material uncertainty.
• Emphasis of Matter on going concern across multiple group entities.

Meeting Details

• No board meeting date, time, or location provided in the filing chunk.