Integrated Filing — IndAS



General information about company

Scrip Code 532430
NSE Symbol BFUTILITIE
MSEI Symbol NOTLISTED
ISIN INE243D01012
Name of company BF UTILITIES LIMITED
Type of company Main Board
Class of security Equity
Date of start of financial year 01-04-2024
Date of end of financial year 31-03-2025
Date of board meeting when results were approved 31-10-2025
Date on which prior intimation of the meeting for considering financial results was informed to the exchange 27-10-2025
Description of presentation currency INR
Level of rounding used in financial results Lakhs
Reporting Type Quarterly
Reporting Quarter Fourth quarter
Nature of report standalone or consolidated Consolidated
Whether results are audited or unaudited for the quarter ended Audited
Whether results are audited or unaudited for the Year to date for current period ended/year ended Audited
Segment Reporting Multi segment
Description of single segment
Start date and time of board meeting 31-10-2025   09:15:00
End date and time of board meeting 31-10-2025   10:00:00
Whether cash flow statement is applicable on company Yes
Type of cash flow statement Cash Flow Indirect
Declaration of unmodified opinion or statement on impact of audit qualification Statement on impact of audit qualification



Financial Results Ind-AS

Amount in (Lakhs)

Particulars 3 months/ 6 months ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
A Date of start of reporting period 01-01-2025 01-04-2024
B Date of end of reporting period 31-03-2025 31-03-2025
C Whether results are audited or unaudited Audited Audited
D Nature of report standalone or consolidated Consolidated Consolidated
1 Income
Revenue from operations 20,821.01 83,683.90
Other income 653.05 2,485.71
Total income 21,474.06 86,169.61
2 Expenses
(a) Cost of materials consumed 0.00 0.00
(b) Purchases of stock-in-trade 0.00 0.00
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 3.82 0.93
(d) Employee benefit expense 1,594.74 7,597.11
(e) Finance costs 2,367.04 11,307.28
(f) Depreciation, depletion and amortisation expense 1,666.14 7,030.66
(f) Other Expenses
1 Construction Expenses 1,069.93 3,111.68
2 Other Expenses 3,424.57 11,037.17
Total other expenses 4,494.50 14,148.85
Total expenses 10,126.24 40,084.83
3 Total profit before exceptional items and tax 11,347.82 46,084.78
4 Exceptional items 0.00 0.00
5 Total profit before tax 11,347.82 46,084.78
6 Tax expense
7 Current tax 3,231.78 5,611.55
8 Deferred tax (238.41) 6,688.49
9 Total tax expenses 2,993.37 12,300.04
10 Net movement in regulatory deferral account balances related to profit or loss and the related deferred tax movement 0.00 0.00
11 Net Profit Loss for the period from continuing operations 8,354.45 33,784.74
12 Profit (loss) from discontinued operations before tax 0.00 0.00
13 Tax expense of discontinued operations 0.00 0.00
14 Net profit (loss) from discontinued operation after tax 0.00 0.00
15 Share of profit (loss) of associates and joint ventures accounted for using equity method 0.00 0.00
16 Total profit (loss) for period 8,354.45 33,784.74
17 Other comprehensive income net of taxes (88.51) (74.94)
18 Total Comprehensive Income for the period 8,265.94 33,709.80
19 Total profit or loss, attributable to
Profit or loss, attributable to owners of parent 3,569.65 14,649.94
Total profit or loss, attributable to non-controlling interests 4,784.80 19,134.80
20 Total Comprehensive income for the period attributable to
Comprehensive income for the period attributable to owners of parent 3,525.43 14,619.29
Total comprehensive income for the period attributable to owners of parent non-controlling interests 4,740.51 19,090.51
21 Details of equity share capital
Paid-up equity share capital 1,883.38 1,883.38
Face value of equity share capital 5 5
27 Details of debt securities
22 Reserves excluding revaluation reserve 18,272.04
23 Earnings per share
i Earnings per equity share for continuing operations
Basic earnings (loss) per share from continuing operations 9.48 38.89
Diluted earnings (loss) per share from continuing operations 9.48 38.89
ii Earnings per equity share for discontinued operations
Basic earnings (loss) per share from discontinued operations 0 0
Diluted earnings (loss) per share from discontinued operations 0 0
ii Earnings per equity share
Basic earnings (loss) per share from continuing and discontinued operations 9.48 38.89
Diluted earnings (loss) per share from continuing and discontinued operations 9.48 38.89
24 Debt equity ratio
25 Debt service coverage ratio
26 Interest service coverage ratio
27 Disclosure of notes on financial results Textual Information(1)



Disclosure of notes on financial results

Textual Information(1) Notes - Please refer submitted signed Results



Remarks

Debt equity ratio
Debt service coverage ratio
Interest service coverage ratio


Statement of Asset and Liabilities

Amount in (Lakhs)

Particulars Year ended (dd-mm-yyyy)
Date of start of reporting period 01-04-2024
Date of end of reporting period 31-03-2025
Whether results are audited or unaudited Audited
Nature of report standalone or consolidated Consolidated
Assets
1 Non-current assets
Property, plant and equipment 2,685.68
Capital work-in-progress 3,592.05
Investment property 0.00
Goodwill 635.09
Other intangible assets 1,25,805.82
Intangible assets under development 4,257.67
Biological assets other than bearer plants
Investments accounted for using equity method
Non-current financial assets
Non-current investments 1,200.12
Trade receivables, non-current 0.00
Loans, non-current 10.23
Other non-current financial assets 1,972.39
Total non-current financial assets 3,182.74
Deferred tax assets (net) 195.88
Other non-current assets 39,911.22
Total non-current assets 1,80,266.15
2 Current assets
Inventories 27,262.00
Current financial asset
Current investments 5,402.21
Trade receivables, current 622.52
Cash and cash equivalents 5,844.91
Bank balance other than cash and cash equivalents 15,377.79
Loans, current 2,470.03
Other current financial assets 4,485.17
Total current financial assets 34,202.63
Current tax assets (net) 539.48
Other current assets 617.98
Total current assets 62,622.09
3 Non-current assets classified as held for sale 0.00
4 Regulatory deferral account debit balances and related deferred tax Assets 0.00
Total assets 2,42,888.24
Equity and liabilities
1 Equity
Equity attributable to owners of parent
Equity share capital 1,883.38
Other equity 18,272.04
Total equity attributable to owners of parent 20,155.42
Non controlling interest 75,422.51
Total equity 95,577.93
2 Liabilities
Non-current liabilities
Non-current financial liabilities
Borrowings, non-current 79,484.20
Trade payables, non-current
(A) Total outstanding dues of micro enterprises and small enterprises 0.00
(B) Total outstanding dues of creditors other than micro enterprises and small enterprises 0.00
Total Trade payable 0.00
Other non-current financial liabilities 4,597.77
Total non-current financial liabilities 84,081.97
Provisions, non-current 1,328.68
Deferred tax liabilities (net) 16,537.11
Deferred government grants, Non-current 0.00
Other non-current liabilities 7,101.41
Total non-current liabilities 1,09,049.17
Current liabilities
Current financial liabilities
Borrowings, current 13,693.18
Trade payables, current
(A) Total outstanding dues of micro enterprises and small enterprises 41.24
(B) Total outstanding dues of creditors other than micro enterprises and small enterprises 3,485.22
Total Trade payable 3,526.46
Other current financial liabilities 5,658.35
Total current financial liabilities 22,877.99
Other current liabilities 14,009.90
Provisions, current 1,325.65
Current tax liabilities (Net) 47.60
Deferred government grants, Current 0.00
Total current liabilities 38,261.14
3 Liabilities directly associated with assets in disposal group classified as held for sale 0.00
4 Regulatory deferral account credit balances and related deferred tax liability 0.00
Total liabilities 1,47,310.31
Total equity and liabilites 2,42,888.24
Disclosure of notes on assets and liabilities



Format for Reporting Segment wise Revenue, Results and Capital Employed along with the company results

Amount in (Lakhs)

Particulars 3 months/ 6 month ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
Date of start of reporting period 01-01-2025 01-04-2024
Date of end of reporting period 31-03-2025 31-03-2025
Whether results are audited or unaudited Audited Audited
Nature of report standalone or consolidated Consolidated Consolidated
1 Segment Revenue (Income)
(net sale/income from each segment should be disclosed)
1 Wind Mills 0.00334 2,240.88
2 Infrastructure 21,137.91 83,926.41
Total Segment Revenue 21,471.91 86,167.29
Less: Inter segment revenue 0.00 0.00
Revenue from operations 21,471.91 86,167.29
2 Segment Result
Profit (+) / Loss (-) before tax and interest from each segment
1 Wind Mills 48.75 320.08
2 Infrastructure 13,674.22 57,131.19
Total Profit before tax 13,722.97 57,451.27
i. Finance cost 2,367.04 11,307.28
ii. Other Unallocable Expenditure net off Unallocable income 8.11 59.21
Profit before tax 11,347.82 46,084.78
3 (Segment Asset - Segment Liabilities)
Segment Asset
1 Wind Mills 6,747.27 6,747.27
2 Infrastructure 2,36,062.79 2,36,062.79
Total Segment Asset 2,42,810.06 2,42,810.06
Un-allocable Assets 78.18 78.18
Net Segment Asset 2,42,888.24 2,42,888.24
4 Segment Liabilities
Segment Liabilities
1 Wind Mills 3,311.62 3,311.62
2 Infrastructure 50,764.24 50,764.24
Total Segment Liabilities 54,075.86 54,075.86
Un-allocable Liabilities 57.07 57.07
Net Segment Liabilities 54,132.93 54,132.93
Disclosure of notes on segments



Other Comprehensive Income

Amount in (Lakhs)

Particulars 3 months/ 6 months ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
A Date of start of reporting period 01-01-2025 01-04-2024
B Date of end of reporting period 31-03-2025 31-03-2025
C Whether results are audited or unaudited Audited Audited
D Nature of report standalone or consolidated Consolidated Consolidated
Other comprehensive income [Abstract]
1 Amount of items that will not be reclassified to profit and loss
1 Gain/(Loss) on remeasurement of the defined benefit plan (117.94) (116.04)
2 Gain/(Loss) on fair valuaiton of financial instruments (3.96) 10.15
Total Amount of items that will not be reclassified to profit and loss (121.90) (105.89)
2 Income tax relating to items that will not be reclassified to profit or loss (33.39) (30.95)
3 Amount of items that will be reclassified to profit and loss
Total Amount of items that will be reclassified to profit and loss
4 Income tax relating to items that will be reclassified to profit or loss 0.00 0.00
5 Total Other comprehensive income (88.51) (74.94)



Cash flow statement, indirect

Amount in (Lakhs)

Particulars Year ended (dd-mm-yyyy)
A Date of start of reporting period 01-04-2024
B Date of end of reporting period 31-03-2025
C Whether results are audited or unaudited Audited
D Nature of report standalone or consolidated Consolidated
Statement of cash flows
Cash flows from used in operating activities
Profit before tax 46,084.78
Adjustments for reconcile profit (loss)
Adjustments for finance costs 11,307.28
Adjustments for decrease (increase) in inventories (2,774.63)
Adjustments for decrease (increase) in trade receivables, current (256.17)
Adjustments for decrease (increase) in trade receivables, non-current 0.00
Adjustments for decrease (increase) in other current assets 184.32
Adjustments for decrease (increase) in other non-current assets 5,821.31
Adjustments for other financial assets, non-current (4,148.77)
Adjustments for other financial assets, current 0.00
Adjustments for other bank balances 0.00
Adjustments for increase (decrease) in trade payables, current (233.37)
Adjustments for increase (decrease) in trade payables, non-current 0.00
Adjustments for increase (decrease) in other current liabilities (197.60)
Adjustments for increase (decrease) in other non-current liabilities 0.00
Adjustments for depreciation and amortisation expense 7,030.66
Adjustments for impairment loss reversal of impairment loss recognised in profit or loss 0.00
Adjustments for provisions, current (221.53)
Adjustments for provisions, non-current 0.00
Adjustments for other financial liabilities, current 0.00
Adjustments for other financial liabilities, non-current (1,846.43)
Adjustments for unrealised foreign exchange losses gains 0.00
Adjustments for dividend income 0.00
Adjustments for interest income 0.00
Adjustments for share-based payments 0.00
Adjustments for fair value losses (gains) 0.00
Adjustments for undistributed profits of associates 0.00
Other adjustments for which cash effects are investing or financing cash flow 0.00
Other adjustments to reconcile profit (loss) 0.00
Other adjustments for non-cash items (535.09)
Share of profit and loss from partnership firm or association of persons or limited liability partnerships 0.00
Total adjustments for reconcile profit (loss) 14,129.98
Net cash flows from (used in) operations 60,214.76
Dividends received (0.32)
Interest paid 0.00
Interest received (1,507.81)
Income taxes paid (refund) 4,720.52
Other inflows (outflows) of cash 0.00
Net cash flows from (used in) operating activities 53,986.11
Cash flows from used in investing activities
Cash flows from losing control of subsidiaries or other businesses 0.00
Cash flows used in obtaining control of subsidiaries or other businesses 0.00
Other cash receipts from sales of equity or debt instruments of other entities 0.00
Other cash payments to acquire equity or debt instruments of other entities 0.00
Other cash receipts from sales of interests in joint ventures 0.00
Other cash payments to acquire interests in joint ventures 0.00
Cash receipts from share of profits of partnership firm or association of persons or limited liability partnerships 0.00
Cash payment for investment in partnership firm or association of persons or limited liability partnerships 0.00
Proceeds from sales of property, plant and equipment 0.00
Purchase of property, plant and equipment 3,277.31
Proceeds from sales of investment property 0.00
Purchase of investment property 0.00
Proceeds from sales of intangible assets 0.00
Purchase of intangible assets 0.00
Proceeds from sales of intangible assets under development 0.00
Purchase of intangible assets under development 0.00
Proceeds from sales of goodwill 0.00
Purchase of goodwill 0.00
Proceeds from biological assets other than bearer plants 0.00
Purchase of biological assets other than bearer plants 0.00
Proceeds from government grants 0.00
Proceeds from sales of other long-term assets 0.00
Purchase of other long-term assets 0.00
Cash advances and loans made to other parties 0.00
Cash receipts from repayment of advances and loans made to other parties 0.00
Cash payments for future contracts, forward contracts, option contracts and swap contracts 0.00
Cash receipts from future contracts, forward contracts, option contracts and swap contracts 0.00
Dividends received 0.32
Interest received 1,461.53
Income taxes paid (refund) 0.00
Other inflows (outflows) of cash (2,663.62)
Net cash flows from (used in) investing activities (4,479.08)
Cash flows from used in financing activities
Proceeds from changes in ownership interests in subsidiaries 0.00
Payments from changes in ownership interests in subsidiaries 0.00
Proceeds from issuing shares 0.00
Proceeds from issuing other equity instruments 0.00
Payments to acquire or redeem entity's shares 0.00
Payments of other equity instruments 0.00
Proceeds from exercise of stock options 0.00
Proceeds from issuing debentures notes bonds etc 0.00
Proceeds from borrowings 0.00
Repayments of borrowings 36,986.89
Payments of lease liabilities 0.00
Dividends paid 822.82
Interest paid 10,795.24
Income taxes paid (refund) 0.00
Other inflows (outflows) of cash (80.66)
Net cash flows from (used in) financing activities (48,685.61)
Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes 821.42
Effect of exchange rate changes on cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents 0.00
Net increase (decrease) in cash and cash equivalents 821.42
Cash and cash equivalents cash flow statement at beginning of period 5,023.49
Cash and cash equivalents cash flow statement at end of period 5,844.91





Details of Impact of Audit Qualification

Amount in (Lakhs)

Whether results are audited or unaudited Audited
Declaration of unmodified opinion or statement on impact of audit qualification Statement on impact of audit qualification
Auditor's opinion Adverse opinion
Declaration pursuant to Regulation 33 (3) (d) of SEBI (LODR) Regulation, 2015: The company declares that its Statutory Auditor/s have issued an Audit Report with unmodified opinion for the period on Standalone results
Sr No. Audit firm's name Whether the firm holds a valid peer review certificate issued by Peer Review Board of ICAI Certificate valid upto
1 G. D. Apte & Co. Yes 30-11-2026


Financial details

Amount in (Lakhs)

Sr. Particulars Audited Figures (as reported before adjusting for qualifications) Adjusted Figures (audited figures after adjusting for qualifications)
1 Turnover / Total income 83,683.90 0.00
2 Total Expenditure 40,084.83 0.00
3 Net Profit/(Loss) 33,784.74 0.00
4 Earnings Per Share 38.89 0
5 Total Assets 2,42,888.24 0.00
6 Total Liabilities 1,47,310.31 0.00
7 Net Worth 95,577.93 0.00


Audit qualification

Amount in (Lakhs)

Sr. Details of Audit Qualification Type of Audit Qualification Frequency of qualification For Audit Qualification(s) where the impact is quantified by the auditor For Audit Qualification(s) where the impact is not quantified by the auditor
Management's Views (i) Management's estimation on the impact of audit qualification (ii) If management is unable to estimate the impact, reasons for the same Auditors' Comments on (i) or (ii) above
1 Textual Information(1) Adverse opinion Repetitive Textual Information(2) Textual Information(3) Textual Information(4) Textual Information(5)
2 Textual Information(6) Adverse opinion Whether appeared first time Textual Information(7) Textual Information(8) Textual Information(9) Textual Information(10)
3 Textual Information(11) Adverse opinion Whether appeared first time Textual Information(12) Textual Information(13) Textual Information(14) Textual Information(15)
4 Textual Information(16) Adverse opinion Whether appeared first time Textual Information(17) Textual Information(18) Textual Information(19) Textual Information(20)
5 Textual Information(21) Adverse opinion Whether appeared first time Textual Information(22) Textual Information(23) Textual Information(24) Textual Information(25)


Text Block

Textual Information(1) The Step-down subsidiary viz. Nandi Economic Corridor Enterprises Limited (NECE), had recorded equity of Rs. 31,130 lakhs in earlier year which includes securities premium of Rs. 27,725.43 lakhs against original subscription amount of Rs. 49,998.53 lakhs paid by AIRRO (Mauritius) Holdings V (the Investor/ AIRRO). NECE has continued to classify all equity shares, including such subscription, as equity instruments basis re-evaluation performed by the Management of NECE during financial year 2023-24. However, in our view and based on the adverse opinion on the standalone financial statements of NECE for financial year 2024-25 expressed by their statutory auditors, basis the buyback option contained in the Shareholders Agreement the buyback obligation should have been classified and measured as liability in accordance with the principles enunciated under Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rule, 2015. Had the buy-back obligation been classified as liability and measured according to the applicable accounting standards, there would have been a material and pervasive impact on total equity and non-current liabilities as at April 1, 2023, March 31, 2024 and March 31, 2025 and profit for the years ended March 31, 2024 and March 31, 2025 along with consequential effects thereof on the standalone financial statements of NECE and on the accompanying consolidated financial results, which we are unable to quantify due to absence of valuation of aforesaid financial liability as at the respective reporting period-ends.
Textual Information(2) Not applicable since the auditor has not quantified the impact in amount.
Textual Information(3) As mentioned in e.(ii) below
Textual Information(4) During the year ended 31 March 2011, NECE Ltd. had issued Compulsory Convertible Preference Shares (CCPS) to one of the shareholders (i.e. the Investor) amounting to Rs. 49,998.53 lakhs. These CCPS were recorded as a financial liability on First-time Adoption of Indian Accounting Standards i.e. the Ind AS (i.e. AS 101) transition date being 1 April 2016 at Rs. 31,130.00 lakhs with the difference of Rs. 18,868.53 lakhs recorded as adjustment to retained earnings of NECE Ltd. These CCPS were later converted into 3,40,45,692 (Three Crore, forty lakh, forty five thousand six hundred ninety two) equity shares during the year ended 31 March 2017 and consequently, Rs. 3,404.57 lakhs was recorded as equity share capital and Rs. 27,725.43 lakhs was recorded as securities premium by NECE Ltd. Between June 2024- August 2024, the Investor notified the sale of its shareholding of 3,40,00,000 equity shares, to Soinfra Enterprises Private Limited n nDuring the FY 23-24, the management of NECE Ltd. had re-evaluated the provisions of the shareholders agreement dated 24th December, 2010 between NECE Ltd., the Promoters, the Sponsors and the Investor (SHA). Under the SHA, the Investor has several Exit Options, with Buy Back being one such option. NECE Ltd., in FY 2023-24 concluded that with respect to the buy-back option under the SHA, NECE Ltd. had not recognized any financial liability as the Investor had not exercised the Buy Back option which could trigger only upon issuance of a valid Buy Back notice containing a clear intention to exercise the buy- back along with prescribed details including, amongst other things, the number of securities offered for Buy-Back following the due procedure outlined under the SHA and applicable laws. Therefore, the management of NECE Ltd. continues to believe even for FY 2024-25 that none of the equity shares issued by NECE Ltd. needed to be classified as a financial liability. n
Textual Information(5) Refer Adverse Opinion above
Textual Information(6) One of the Investors (i.e. AIRRO Mauritius Holdings V) of Nandi Economic Corridor Enterprises Limited (NECE), a step-down subsidiary of the Company, and the aforesaid transferee Soinfra Enterprises Private Limited (Claimants) have filed a notice of arbitration before the Singapore International Arbitration Centre (SIAC), based on Clause 24.2 (Arbitration Clause) of the SHA against Sponsors and Promoters (named in the SHA) and NECE. The Company being one of the Promoters in relation to NECE under the SHA received the said notice of arbitration on 27th March 2025. In this notice of arbitration, the Company has been named as the 4th respondent along with other respondents. The Claimants claim that the promoters and sponsors have allegedly failed to provide an exit. The Company along with Sponsors and Promoters have denied the alleged breaches of SHA and /or the alleged failure to provide an exit, by filing an appropriate response to the said notice of arbitration with SIAC. As of date, the arbitral tribunal has been duly constituted in the matter and the Claimants have submitted their statement of claim on 26th September 2025 claiming damages and other reliefs for alleged breach of SHA and failure to provide exit options such as share swap and default put option under the SHA. The Claimants have claimed damages for an amount equal to investment of Rs. 500 Crores along with the interest at the rate of 18% p.a. thereon from the date of investment. Further, the Claimants have sought damages in respect of NECEs shares subsequently acquired by AIRRO Mauritius Holdings V for a sum of Rs 70.90 Crores under a separate transaction with one of the other Respondents by way of a separate Share Purchase Agreement. It is the position of the Company and other Promoters and Sponsors that since these shares form part of a separate agreement, no claim in respect of the same can form subject matter of arbitration under the SHA. The Claimants have also sought pre-award and post-award interest at the rate of 18% p.a. on any monetary amount that may be awarded to the Claimants by the arbitral tribunal. Sponsors and Promoters including the Company have been legally advised that the claim filed by the Claimants lack merits on several counts and that they have strong defences and a good case on merits to contest the Claimants claim. Company along with other Promoters and Sponsors (named in the SHA) will file a statement of defence to the statement of claim in due course in accordance with timelines prescribed by arbitral tribunal. nIn our opinion, the impact of above claims on the Holding Company if awarded by arbitral tribunal could be material and pervasive. Since the matter is disputed, it cannot be ascertained whether any provision for the aforesaid claim is required to be recognized in the Consolidated Financial Results for the quarter and year ended March 31, 2025. n
Textual Information(7) Not applicable since the auditor has not quantified the impact in amount.
Textual Information(8) As mentioned in e.(ii) below
Textual Information(9) One of the Investors (i.e. AIRRO Mauritius Holdings V) of Nandi Economic Corridor Enterprises Limited (NECE), a step-down subsidiary of the Company, and the aforesaid transferee Soinfra Enterprises Private Limited (Claimants) have filed a notice of arbitration before the Singapore International Arbitration Centre (SIAC), based on Clause 24.2 (Arbitration Clause) of the SHA against Sponsors and Promoters (named in the SHA) and NECE. The Company being one of the Promoters in relation to NECE under the SHA received the said notice of arbitration on 27th March 2025. In this notice of arbitration, the Company has been named as the 4th respondent along with other respondents. The Claimants claim that the promoters and sponsors have allegedly failed to provide an exit. The Company along with Sponsors and Promoters have denied the alleged breaches of SHA and /or the alleged failure to provide an exit, by filing an appropriate response to the said notice of arbitration with SIAC. As of date, the arbitral tribunal has been duly constituted in the matter, and the Claimants have submitted their statement of claim on 26th September 2025 claiming damages and other reliefs for alleged breach of SHA and failure to provide exit options such as share swap and default put option under the SHA. The Claimants have claimed damages for an amount equal to investment of Rs. 500 Crore along with 18% IRR thereon from the date of investment. Further, the Claimants have sought damages in respect of NECEs shares subsequently acquired by AIRRO Mauritius Holdings V for a sum of INR 70.90 Crores under a separate transaction with one of the other Respondents by way of a separate Share Purchase Agreement. It is the position of the Company and other Promoters and Sponsors that since these shares form part of a separate agreement, no claim in respect of the same can form subject matter of arbitration under the SHA. The Claimants have also sought pre-award and post-award interest @ 18% p.a. on any monetary amount that may be awarded to the Claimants by the arbitral tribunal. Sponsors and Promoters including the Company have been legally advised that the claim filed by the Claimants lack merits on several counts and that they have strong defences and a good case on merits to contest the Claimants claim. Company along with other Promoters and Sponsors (named in the SHA) will file a statement of defence to the statement of claim in due course in accordance with timetable prescribed by arbitral tribunal.
Textual Information(10) Refer Adverse Opinion above
Textual Information(11) The interest free advance of Rs. 3,700 lakhs given by the Holding Company to its step-down subsidiary viz. Nandi Economic Corridor Enterprises Ltd (NECE), for acquisition of land parcels is outstanding for more than fourteen years. The aforesaid advance in the books of Holding Company and the liability in the books of NECE is eliminated in the group financial results. However, in view of substantial delay in identification and allotment of the land parcels, we are unable to ascertain the nature and present status of utilisation of the advance by NECE and the consequential impact on the group financial results.
Textual Information(12) Not applicable since the auditor has not quantified the impact in amount.
Textual Information(13) As mentioned in e.(ii) below
Textual Information(14) The Company has given Rs 3,700 Lakhs to NECE, a step-down subsidiary, as Advance towards acquisition of land parcels, which NECE Confirms on quarterly basis during the Audit / Limited Review of Financial Statements / Results. The Company is of the opinion that the advance is good and recoverable. Further, the aforesaid advance is eliminated in the group financial results.
Textual Information(15) Refer Adverse Opinion above
Textual Information(16) The toll operations of one of the Material Subsidiaries viz. Nandi Highway Developers Limited (NHDL) have been successfully concluded w.e.f. September 07, 2024, due to end of term of Concession agreement dated February 05, 1998 and Supplementary agreement dated June 21, 2024 between NHDL, Government of India and Government of Karnataka. Considering the positive net worth of NHDL, the management of NHDL is of the view that the assets in the said subsidiary be considered good. However, we are unable to ascertain whether any provision for impairment and expected credit losses is required to be recognised in the Consolidated Financial Results as per IND AS 36 Impairment of Assets and IND AS 109 Financial Instruments.
Textual Information(17) Not applicable since the auditor has not quantified the impact in amount.
Textual Information(18) As mentioned in e.(ii) below
Textual Information(19) The toll operations of one of our Material Subsidiaries viz. Nandi Highway Developers Limited (NHDL) have successfully concluded w.e.f. September 07, 2024, due to end of term of Concession agreement dated February 05, 1998 and Supplementary agreement dated June 21, 2024 between NHDL, Government of India and Government of Karnataka. Considering the positive net worth of NHDL the management of NHDL is of the view that the assets in the said subsidiary be considered as good, not warranting any provisioning or impairment in the companys books.
Textual Information(20) Refer Adverse Opinion above
Textual Information(21) We were unable to obtain sufficient appropriate audit evidence regarding the audit procedures performed by the auditors of three subsidiaries viz. NHDL, NICE & NECE in accordance with the Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable and SA 600, Using the Work of Another Auditor issued by ICAI, whose financial statements reflect total assets of Rs. 2,56,719.06 lakhs as at March 31, 2025, total revenues of Rs. 83,946.40 lakhs and Rs. 21,156.42 lakhs, profit after tax of Rs. 33,944.49 lakhs and Rs. 8,272.66 lakhs, total comprehensive income of Rs. 33,867.90 lakhs and Rs. 8,196.07 lakhs for year and quarter ended March 31, 2025 respectively and cash inflows of Rs. 945.63 lakhs for the year ended March 31, 2025, included in the consolidated financial results, as the component auditors have not responded to certain group audit communication requirements. Further, we were unable to carry out alternate audit procedures and accordingly, we were unable to determine whether any adjustments might have been necessary to the financial information of the said subsidiaries and consequently, to the consolidated financial results.
Textual Information(22) Not applicable since the auditor has not quantified the impact in amount.
Textual Information(23) As mentioned in e.(ii) below
Textual Information(24) The audited financial statements of the above subsidiaries are available on record. The management has requested the component auditors to respond to the group audit communication requirements promptly.
Textual Information(25) Refer Adverse Opinion above


Signatories detail

Name of CEO / Managing director B. S. Mitkari
Name of CFO B. S. Mitkari
Name of audit committee chairman S. K. Adivarekar
Name of statutory auditor Anagha M. Nanivadekar
Name of other signatory, if any, with designation
Place Pune
Date 31-10-2025