SADBHIN - Sadbhav Infra.
📢 Recent Corporate Announcements
Sadbhav Infrastructure Project Limited has addressed its non-compliance with SEBI Regulation 17(1) regarding the composition of its Board of Directors. The company confirmed that it has paid the fines imposed by both the NSE and BSE for this violation. To rectify the issue, the company appointed Mr. Siddharth Vyas as a Non-Executive Director on September 4, 2025, and Mr. Kedar Pandya as Company Secretary on November 12, 2025. The Board reviewed these actions in its meeting on February 12, 2026, ensuring the company is now in compliance with listing regulations.
- Company paid fines to NSE and BSE for non-compliance with SEBI Regulation 17(1) regarding Board composition
- Appointed Mr. Siddharth Vyas as Non-Executive Director effective September 4, 2025
- Appointed Mr. Kedar Pandya as Company Secretary and Compliance Officer effective November 12, 2025
- Board of Directors officially reviewed and confirmed compliance status in the meeting held on February 12, 2026
Sadbhav Infrastructure Project Ltd reported a net loss of ₹119.97 crore for Q3 FY26, significantly higher than the ₹17.41 crore loss in the same period last year. The results were severely impacted by a ₹100 crore exceptional loss and high finance costs of ₹20.26 crore, which far exceed the quarterly revenue of ₹2.85 crore. Statutory auditors have issued a qualified opinion regarding the recoverability of investments in subsidiaries RPTPL and RHTPL, whose net worth is fully eroded. Furthermore, the debt of these subsidiaries has been assigned to NARCL, highlighting deep financial distress.
- Net loss widened to ₹119.97 crore in Q3 FY26 compared to a loss of ₹17.41 crore in Q3 FY25.
- Total income for the quarter stood at ₹2.85 crore, while finance costs remained high at ₹20.26 crore.
- An exceptional loss of ₹100 crore was recognized during the quarter, further straining the bottom line.
- Auditors issued a qualified opinion on the recoverability of over ₹500 crore in investments and loans to distressed subsidiaries.
- Debt of major subsidiaries RPTPL and RHTPL has been transferred to the National Asset Reconstruction Company Limited (NARCL).
Sadbhav Infrastructure Project Limited reported a significant standalone net loss of ₹1,199.67 million for the quarter ended December 31, 2025, compared to a loss of ₹174.14 million in the previous year's corresponding quarter. The results were severely impacted by an exceptional item of ₹1,000 million and high finance costs of ₹202.58 million. The company's major subsidiaries, RPTPL and RHTPL, have seen their net worth fully eroded due to toll suspension since 2020, leading the statutory auditors to issue a qualified opinion regarding the recoverability of nearly ₹8,000 million in investments and loans.
- Standalone net loss widened significantly to ₹1,199.67 million in Q3 FY26 from ₹174.14 million in Q3 FY25.
- Total income remained stagnant at ₹28.51 million for the quarter compared to ₹30.33 million in the previous year.
- Exceptional items of ₹1,000 million were recorded during the quarter, contributing to the massive bottom-line hit.
- Auditors issued a qualified opinion on the recoverability of ₹4,992.25 million in RPTPL and ₹3,051.20 million in RHTPL.
- Debt of key subsidiaries has been assigned to National Asset Reconstruction Company Limited (NARCL) following defaults.
Sadbhav Infrastructure Project Limited has announced that its trading window for dealing in company securities will be closed starting January 1, 2026. This closure is a mandatory regulatory requirement under SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the release of financial results. The window is expected to remain closed until 48 hours after the declaration of the Unaudited Financial Results for the quarter and nine months ending December 31, 2025. This is a standard procedure to prevent insider trading during the period when sensitive financial information is being finalized.
- Trading window closure effective from January 1, 2026
- Closure pertains to the Unaudited Financial Results for the quarter and nine months ended December 31, 2025
- Trading window to reopen 48 hours after the official declaration of financial results
- Restriction applies to all designated insiders as per the Company's Code of Conduct
Financial Performance
Revenue Growth by Segment
Consolidated revenue from operations decreased by 76.3% YoY from INR 7,039.55 Million in FY24 to INR 1,668.24 Million in FY25. Standalone revenue from operations fell by 100% from INR 225.00 Million to INR 0.00 in the same period.
Geographic Revenue Split
Not disclosed in available documents; however, operations are centered around Indian highway projects such as the Sadbhav Rudrapur Highway.
Profitability Margins
Consolidated Profit Before Tax (PBT) showed a loss of INR 138.34 Million in FY25 compared to a loss of INR 102.22 Million in FY24. For H1 FY26, the company reported a consolidated PBT of INR 70.571 Million, representing a 99.5% increase over the INR 35.373 Million reported in H1 FY25.
EBITDA Margin
Not explicitly disclosed, but H1 FY26 consolidated finance costs of INR 170.525 Million (up 10.8% YoY) and depreciation of INR 63.637 Million (up 10.1% YoY) against a PBT of INR 70.571 Million indicate that debt servicing remains a significant burden on core profitability.
Credit Rating & Borrowing
Current standalone borrowings stood at INR 4,395.94 Million as of September 30, 2025, an increase of 6.8% from INR 4,114.96 Million in March 2025. Finance costs for H1 FY26 were INR 170.525 Million.
Operational Drivers
Raw Materials
Not applicable as the company is an infrastructure developer; primary costs involve periodic maintenance and O&M services. Provision for periodic maintenance was INR 7.30 Million in H1 FY26.
Capacity Expansion
The company is currently undergoing 'harmonious substitution' for the Sadbhav Rudrapur Highway Limited (SRHL) project as approved by NHAI in January 2024.
Raw Material Costs
Not applicable; however, finance costs represent a major operational outflow, totaling INR 170.525 Million for H1 FY26, which is approximately 8.3% of Q2 FY26 revenue.
Manufacturing Efficiency
Not applicable; efficiency is measured by toll collection and annuity receipts.
Strategic Growth
Growth Strategy
The company is focusing on deleveraging and monetizing assets. A key strategy involves the 'harmonious substitution' of concessionaires for projects like SRHL to manage stressed assets and comply with NHAI conditions.
Products & Services
Toll collection services, user fee collection, annuity receipts, operation and maintenance (O&M) services, advisory services, and project management services for highway projects.
Brand Portfolio
Sadbhav Infrastructure Project Limited (SIPL).
Market Expansion
Focus remains on Indian highway infrastructure through NHAI-led projects.
Strategic Alliances
Partnership with NHAI for highway concessions and substitution agreements.
External Factors
Industry Trends
The industry is seeing a trend of 'harmonious substitution' where NHAI allows for the replacement of concessionaires in stressed projects to ensure project completion and debt recovery.
Competitive Landscape
Operates in the competitive Indian road construction and BOT (Build-Operate-Transfer) sector.
Competitive Moat
Moat is based on long-term concession agreements (toll/annuity) for essential highway infrastructure, though this is currently weakened by financial instability and audit qualifications.
Macro Economic Sensitivity
Highly sensitive to government infrastructure spending and NHAI regulatory changes.
Consumer Behavior
Toll revenue is dependent on commercial and private vehicle traffic volumes on specific project stretches.
Regulatory & Governance
Industry Regulations
Operations are governed by NHAI concession agreements and the Companies Act 2013. The company is currently managing compliance for a substitution process initiated by NHAI in January 2024.
Taxation Policy Impact
Consolidated tax expense was INR 20.95 Million in FY25 compared to INR 240.34 Million in FY24.
Legal Contingencies
The company has disclosed pending litigations; however, the primary financial risk is the audit qualification regarding the uncertainty of realizing the carrying value of investments and loans to subsidiaries as of March 31, 2025.
Risk Analysis
Key Uncertainties
Audit qualification on the carrying value of investments and loans (Notes 43, 44, 45) suggests a potential for significant future write-downs if assets are not realized.
Geographic Concentration Risk
Concentrated in India, specifically in regions where projects like the Rudrapur Highway are located.
Third Party Dependencies
High dependency on NHAI for regulatory approvals and project substitutions.
Technology Obsolescence Risk
Low risk for physical road infrastructure, but internal financial control weaknesses were noted by auditors.
Credit & Counterparty Risk
Significant exposure to subsidiaries; auditors were unable to comment on the appropriateness of the carrying value of loans and advances to these entities.