Sadbhav Engineering Limited has successfully allotted non-convertible debentures (NCDs) worth ₹713.25 crore to its existing lenders as part of a comprehensive debt restructuring initiative. The Finance and Investment Committee of the company approved this allotment during their meeting held on March 25, 2026.

Debenture Allotment Details

The debenture issuance comprises two distinct tranches, both issued on a private placement basis to existing lenders. The securities are unlisted, secured, taxable, and redeemable non-convertible debentures with a face value of ₹1,00,000 each.

Interest and Repayment Structure

The NCD-I tranche carries an interest rate of 9% per annum, payable along with principal repayment on respective redemption dates. The repayment follows a structured schedule with the largest portion (45.00%) due in September 2026, followed by graduated payments through March 2031.

NCD-I Repayment Schedule:

The NCD-II tranche features a significantly lower interest rate of 0.01% per annum, with an additional provision where 8.99% per annum will be converted into equity shares subject to regulatory guidelines. This tranche has an extended maturity period until March 2034 with a different amortization schedule.

Security and Regulatory Compliance

Both debenture tranches are secured through hypothecation of current and other movable assets (excluding assets exclusively charged to existing lenders) and mortgage of identified fixed assets. The debentures will be held in dematerialized form and are not proposed for listing on any stock exchange.

The allotment has been made in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has indicated that redemption will be made out of the company's cash flows, with penal charges applicable in case of default.

Source: None/Company/INE226H01026/fc969471-d929-4864-b44a-d4d248ae8b27.pdf

Sadbhav Engineering Limited has executed a Master Restructuring Agreement (MRA) with consortium lenders to restructure its debt obligations worth ₹1,516.71 crores. The agreement, signed on March 25, 2026, represents a significant step in the company's financial restructuring plan prepared in accordance with the Reserve Bank of India's stressed assets restructuring framework.

Regulatory Filing and Compliance

The company has formally notified both BSE Limited and National Stock Exchange of India Limited about the MRA execution through a regulatory filing dated March 26, 2026. The intimation was made pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, ensuring full compliance with disclosure requirements. The filing was signed by Shashin Patel, Chairman & Managing Director, confirming the company's commitment to transparency with stakeholders and regulatory authorities.

Agreement Details and Participating Lenders

The MRA has been executed with IDBI Trusteeship Services Limited acting as security trustee and debenture trustee, along with six major lending institutions:

The agreement includes provisions for additional lenders to accede to the MRA at a later date, ensuring comprehensive participation from the lending consortium.

Financial Structure and Debt Composition

The restructuring plan covers total debt aggregating to ₹1,516.71 crores, with a specific breakdown of exposure types:

The fund-based exposure of ₹906.35 crores will be restructured as non-convertible debentures, providing a structured approach to debt management and repayment.

Key Terms and Lender Rights

The MRA establishes several important provisions that grant specific rights to the lending consortium:

Historical Context and Agreement Evolution

The MRA builds upon a series of previous agreements dating back to 2008. The restructuring encompasses various underlying loan agreements, including the original loan agreement from March 18, 2008, and multiple supplemental working capital consortium agreements from 2010, 2011, 2016, 2018, and 2021. This comprehensive approach addresses the evolution of the company's financial obligations over more than a decade.

Implementation Framework

The agreement has been structured in compliance with RBI's stressed assets restructuring framework and SEBI regulations. The issuance price for equity conversions will be determined in accordance with RBI guidelines and SEBI regulations. The MRA does not provide for fresh funding but focuses on restructuring existing debt obligations while maintaining operational continuity and providing a structured path for financial recovery.