Sadbhav Infrastructure Projects appointed Jaldeep Patel and Ankit Shah as additional non-executive independent directors to resolve board composition non-compliance. The appointments took effect on August 11, 2026.

The Board of Directors reviewed the matter in its meeting held on September 5, 2026. The company had previously faced fines from the National Stock Exchange of India Ltd and BSE Ltd for violating Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Compliance Context

The board confirmed that the new appointments ensure compliance with the listing regulations. Shashin Patel, Executive Chairman, signed the intimation to the exchanges.

The company notified the Corporate Relationship Departments of both BSE Ltd and NSE Ltd regarding the resolution of the non-compliance issue.

Sadbhav Infrastructure Projects Limited reported a standalone net profit of ₹175.94 million for the quarter ended June 30, 2026, marking a turnaround from a net loss of ₹171.00 million in the corresponding period of the previous year. This profitability swing was primarily driven by an exceptional gain of ₹280.00 million from the recovery of a loan receivable from subsidiary Sadbhav Hybrid Annuity Projects Limited (SHAPL), which had been written off in FY2024. On a consolidated basis, revenue from operations grew by 7.5% year-on-year to ₹2,002.62 million, supported by a significant reduction in finance costs. The Board of Directors approved these unaudited financial results at its meeting held on August 11, 2026.

Standalone Financial Performance

The company recorded no revenue from operations during the quarter ended June 30, 2026. Total income consisted entirely of other income at ₹70.22 million, up from ₹43.55 million in Q1FY26. Total standalone expenses declined to ₹174.28 million from ₹214.55 million in the year-ago quarter, largely due to a reduction in finance costs to ₹141.65 million from ₹191.40 million. The following table summarises key standalone financial metrics:

The exceptional gain of ₹280.00 million relates to the recovery of a loan receivable from SHAPL, which was realised before the date of approval of the financial results. Paid-up equity share capital stood at ₹3,522.25 million as of June 30, 2026.

Consolidated Financial Performance

On a consolidated basis, revenue from operations grew to ₹2,002.62 million in Q1FY27 from ₹1,862.81 million in Q1FY26. Total consolidated income was ₹2,110.67 million versus ₹2,135.52 million in the year-ago quarter. Total expenses declined sharply to ₹1,344.05 million from ₹1,779.41 million, with finance costs falling to ₹450.66 million from ₹886.60 million year-on-year. The table below presents key consolidated metrics:

The consolidated exceptional item of (₹108.55 million) in Q1FY27 pertains to a loss on harmonious substitution of Sadbhav Rudrapur Highway Limited (SRHL). As at June 30, 2026, the group's accumulated losses exceeded paid-up capital by ₹5,853.09 million. GST tax credit receivables of ₹1,194.88 million are included in other current assets across four subsidiaries, with auditors expressing qualified conclusions on the recoverability of these credits.

Corporate Governance and Auditor Changes

The Board appointed Mr. Jaldeep Prakash Patel and Mr. Ankit Kishorbhai Shah as Additional Directors in the capacity of Non-Executive Independent Directors with effect from August 11, 2026, subject to shareholder approval at the ensuing Annual General Meeting. Both directors are not liable to retire by rotation and will hold office until the conclusion of the General Meeting.

The Board accepted the resignation of statutory auditors M/s. SGDG & Associates LLP, effective August 12, 2026. The firm cited the prolonged absence of operational activities and the size of the company's operations relative to the scale and resources of the audit firm as the reason for resignation. There are no other material reasons for the resignation.

Board Decisions and Asset Transactions

The Board approved several significant corporate actions, including the sale, disposal, lease of assets, and pledge of shares in material subsidiaries Sadbhav Hybrid Annuity Projects Limited (SHAPL), Maharashtra Border Check Post Limited (MBCPNL), Sadbhav Nainital Highway Limited (SNHL), Sadbhav Rudrapur Highway Limited (SRHL), and Sadbhav Vidarbha Highway Limited (SVHL). These approvals are subject to shareholder and regulatory approvals pursuant to Regulation 24(5) and 24(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Outstanding unlisted non-convertible debentures aggregating to ₹650.60 million were fully repaid on July 21, 2026, by availing a term loan facility from Kotak Mahindra Bank Limited. Debenture holders have withdrawn the application filed with the National Company Law Tribunal, New Delhi.

Auditor Qualifications and Going Concern

Statutory auditors issued a qualified conclusion on both standalone and consolidated financial results. Key qualifications relate to the recoverability of investments, subordinate debts, and receivables aggregating to ₹8,044.51 million in subsidiaries Rohtak Panipat Tollway Private Limited (RPTPL) and Rohtak Hissar Tollway Private Limited (RHTPL). Auditors noted they were unable to corroborate management's contention regarding the realisability of these carrying values, as both subsidiaries have issued termination notices to NHAI and their net worth has fully eroded.

Auditors also highlighted a material uncertainty related to going concern for both the standalone entity and the consolidated group, noting that the company has incurred losses in prior periods and experienced a significant reduction in income from operations. Management stated that the going concern basis remains appropriate, citing improving liquidity through stake sales, harmonious substitutions of subsidiaries, expected asset monetisation, and continued cost optimisation measures.