5327102025-01-012025-03-315327102025-03-315327102024-03-315327102024-04-012025-03-315327102025-01-012025-03-31in-capmkt:OtherExpenses1Member5327102025-01-012025-03-31in-capmkt:OtherExpenses2Member5327102024-04-012025-03-31in-capmkt:OtherExpenses1Member5327102024-04-012025-03-31in-capmkt:OtherExpenses2Member5327102025-01-012025-03-31AuditorDomain15327102025-01-012025-03-31in-capmkt:AuditedMember5327102025-03-31in-capmkt:AuditedMember5327102025-01-012025-03-31in-capmkt:AdjustedMember5327102025-03-31in-capmkt:AdjustedMember5327102025-01-012025-03-31AuditQualification15327102025-01-012025-03-31AuditQualification25327102025-01-012025-03-31AuditQualification35327102025-01-012025-03-31AuditQualification45327102025-01-012025-03-31AuditQualification5iso4217:INRiso4217:INRxbrli:shares532710SADBHAVNOTLISTEDINE226H01026SADBHAV ENGINEERING LIMITEDMain BoardEquity2024-04-012025-03-312025-05-292025-05-20INRLakhsQuarterlyFourth quarterSingle segmentThe segment reporting is in accordance with its internal financial reports derived from SAP system which is reviewed by Chief Operating Decision Maker (CODM). Consequently, the Company has considered business as whole as a single operating segment in accordance with Indian Accounting Standard (‘Ind AS’) 108.2025-05-2921:00:002025-05-2923:00:00trueCash Flow IndirectStatement on impact of audit qualification2025-01-012025-03-31AuditedConsolidated289775100030573300032034840001396100000111253000105411200031814500018587160003356187000-152703000-975439000-11281420001054300004197630005251930000-16533350000000-16533350001836000-1651499000-1545705000-1076300002048000-2120001715710001-9.01-9.0100-9.01-9.012024-04-012025-03-31AuditedConsolidated1036445300096057300011325026000382350000047489100045740430001270218000568112100012038508000-713482000-210247000-9237290002982200004350270007332470000-16569760000000-1656976000-2437000-1659413000-1894780000237804000-2225000-21200017157100010-11.04-11.0400-11.04-11.04Construction Expenses1316818000Other expenses541898000Construction Expenses4408745000Other expenses1272376000222803000426560009410000265300000872816000012073000316110000206000010822876000111531190006059270001045510001327658200036414000019401190004309610002070290001980750002549107900028267263000324313000112428520003987084200013615540000066762964000171571000-2583383000-2411812000342253000-20695590007441415000000504900007491905000772000031086000002906000781339100030326392000707930004286073000435686600012245301000469285590004058670008502460001154900000483001620001271897000006883252300066762964000457404300026106000-67020000-270101000436600003368000250860000003545040000-7055080000-12702180000067310000-12409000-177444000000204302000000000033339110002410182000000233581000820693000299729400000000000277760000-51390000000000000000000002043020000-16502400032217700000000000148751500020191280004800000025372270000-227451000-330109100018380000018380000412581000430961000-18360002437000001836000-2437000AuditedQualified opinionManubhai & Shah LLPtrue2025-03-3111325026000113250260001203850800012038508000-1656976000-1656976000-11.04-11.0466762964000667629640006883252300068832523000-2069559000-2069559000As detailed in the Note No 10 of the accompanying Consolidated Financial Results, with respect to the Company regarding expected recoverability of Contract Assets amounting to Rs 35,019.32 lakhs outstanding as at March 31, 2025, relating to closed, substantially closed, or suspended projects, are considered fully recoverable by the Company within one year, based on ongoing negotiations, arbitration/litigation proceedings, and legal advice. These have been classified under Other Current Assets <br></br> <br></br> We have expressed qualified opinion on the standalone financial results for the year ended on March 31, 2025 as we were unable to obtain sufficient appropriate audit evidence to substantiate the significant judgments and estimates made by the management in relation to the expected recoverability of these contract assets within a period of one year. <br></br> <br></br> Accordingly, we are unable to determine whether any adjustments are required to the carrying value of the said contract assets and the consequential impact, if any, on the standalone financial position and results of the Company as at and for the quarter and year ended March 31, 2025 <br></br> Qualified opinionRepetitiveNAContract Assets of Rs. 35019.32 lakhs and other non-current financial assets of Rs. 14789.09 outstanding as at March 31, 2025 which represents various claims raised on the Clients based on the terms and conditions implicit in the Engineering, Procurement & Construction Contracts/Mining Contract in respect of closed suspendedunder construction projects. These claims are mainly in respect of cost over run arising due to suspension of works, client caused delays, changes in the scope of work, deviation in design and other factors for which Company is at various stages of negotiation discussion with the clients or under Arbitration litigation. On the basis of the contractual tenability, progress of negotiations discussions arbitration litigations legal opinions, the Management is of the view that these receivables are recoverable. <br></br> <br></br> The statutory auditors have expressed qualified opinion on financial results for the quarter and year ended March 31, 2025 in respect of above Contract Assets of Rs. 35019.32 lakhs <br></br> NANAAs detailed in Note Nos. 4 & 5 to the accompanying Consolidated Financial Results, with respect to Rohtak Panipat Tollway Private Limited RPTPL and Rohtak Hisar Tollway Private Limited RHTPL, step down subsidiaries of the Group in which interest on rupee term loan from banks and financial institutions have not been accounted considering the fact that both subsidiaries have issued termination notices and lenders of both step down subsidiaries have classified all the secured borrowings as non-performing assets. This has resulted in the understatement of finance cost and the related interest liability and corresponding understatement of losses, amount of which is unascertained. Further financial statement of RPTPL and RHTPL are prepared on non-going concern basis. <br></br> <br></br> The auditors of RPTPL and RHTPL have expressed qualified opinion on the financial statements for the year ended March 31, 2025 and March 31, 2024, as well as qualified review conclusion on financial results for the quarter ended June 30, 2024, September 30, 2024 and December 31, 2024 in respect of this matter <br></br> Qualified opinionRepetitiveNAOne of the step down subsidiary of the Group namely Rohtak Panipat Tollways Private Limited RPTPL has issued the termination notice on July 27, 2021, to National Highway Authority of India NHAI by exercising the criteria of Event of Defaults under the concession agreement. Since the project of the Company has been terminated, the management of RPTPL is of the view that going concern assumption for preparation of accounts is not appropriate and accounts have been drawn accordingly on non-going concern basis. <br></br> <br></br> The management of RPTPL has lodged a total claim amounting to Rs. 193792 lakhs relating to termination payment, Force Majeure Costs due to Force Majeure event of Farmers Agitation, COVID-19, Demonetization, and NPV of extension entitled due to Force Majeure event of Farmers agitation and Covid 19 .The NHAI had lodged its counter Claims amounting to Rs. 62270 lakhs. The Company had submitted its reply on such counter claims The Arbitral proceedings for the same are completed and the Arbitral Award is declared on 23.01.2025 unanimously, except for Counter Claim of NHAI regarding Premium that one Ld. Arbitrator has rejected it completely. As on the date of the said Majority award, the net awarded amount after deducting all dues of NHAI including Premium works out to Rs. 108054.50 lakhs principal of Rs. 77963.10 lakhs and interest of Rs. 30091.40 lakhs <br></br> <br></br> The Arbitration matter of Competing Road was referred to Arbitration. In the said matter, the majority award was passed on May 30, 2023 in favour of NHAI setting aside claims of Company and Minority Award dated 05.06.2023 in favour of Company amounting to Rs. 85098 lakhs. The Company has challenged the Majority Award dated 30.05.2023 and filed a petition under Section 34 of Arbitration & Conciliation Act 1996 before the Hon'ble Delhi High Court to set aside the Majority Award dated 30.05.2023. The same is sub-judice before Hon'ble Delhi High Court. <br></br> <br></br> The dispute of Claim for Additional Cost on account of ban of quarrying of stone and loss of Toll collection due to delayed issuance of Provisional Certificate was referred to Arbitration. A unanimous Award dated 06.10.2017 by Arbitral Tribunal was awarded in favour of Company amounting to Rs. 89020 lakhs amount inclusive of costs & interest pendente lite. This Award was challenged by NHAI under Section 34 before the Delhi High Court. The Delhi High Court in its Judgment dated 16.02.2023, the value of award payable by NHAI to RPTPL as on 15.10.2023 works out to Rs. 12119 lakhs. NHAI had challenged the said award under Section 37 before Division Bench of Delhi High Court. The said matter is now withdrawn by NHAI on account of ongoing Vivad se Vishwas II settlement proposal. <br></br> <br></br> NHAI had claimed on RPTPL a claim on account of negative FRL which was referred to Arbitration. The Majority Award on 31.10.2020 by Tribunal was in favour of NHAI amounting to Rs. 2034 lakhs. The interest on delayed payment is awarded at 7.4 percent simple interest, as on 15.10.2023 works out to Rs. 2479 lakhs. The dissenting note by the Minority of the Tribunal had stated to reject the claim of NHAI. The Company has challenged the said Majority Award under Section 34 before the Delhi High Court, which is sub-judice. The Company had challenged the said Majority Award under Section 34 before the Delhi High Court. <br></br> <br></br> The Arbitration Award dated 06.10.2017 and Arbitration Award dated 31.10.2020 has been settled through Settlement Agreement dated 20.03.2025 under Vivad se Vishwas II Scheme of Govt. of India for the net settlement amount of about Rs. 6500 lakhs. Also, RPTPL has received intimation letter dated April 08, 2024 from National Asset Reconstruction Company Limited NARCL intimating that the deed of assignment dated March 22, 2024 under the provisions of Section 5 of the SARFASI Act, the consortium of lenders except one lender have assigned transferred the outstanding debt financial assets alongwith underline securities interest, pledged of shares, guarantees, receivables etc charge for such financial assistance granted to RPTPL in favour of NARCL and NARCL acting in its capacity as trustee of NARCL Trust. <br></br> <br></br> During the quarter ended March 31, 2023, RPTPL has reversed interest of Rs. 10269.40 lakhs provided during the earlier period considering the fact that the project of RPTPL has been terminated and lenders have classified loans as Non Performing Assets. <br></br> <br></br> During the year ended March 31, 2025 and March 31, 2024 , RPTPL has not accounted for interest on Rupee Term Loan from banks and financial institutions as well as loan from group Company since the lenders of RPTPL has classified borrowing as NPA and financial statements are prepared on non going concern basis, for which the statutory auditors of RPTPL have expressed qualified opinion on financial statements in this regards. <br></br> <br></br> Notice on August 27, 2021, to NHAI by exercising the criteria of Event of Defaults under the concession agreement. Since the project of the Company has been terminated, the management of RHTPL is of the view that going concern assumption for preparation of accounts is not appropriate and accounts have been drawn accordingly on non-going concern basis. <br></br> <br></br> In this regard the management of RHTPL has lodged total claim amounting to Rs. 192871 lakhs relating to termination payment, Force Majeure Costs due to Force Majeure event of Farmers Agitation, COVID-19, Demonetization, and NPV of extension entitled due to Force Majeure event of Farmers agitation and Covid19. The NHAI had lodged its Counter Claims amounting to Rs. 3,6658 lakhs. The Company had submitted its reply on such counter claims. The Arbitral proceedings for the same are currently ongoing. The current stage of arbitral proceeding is of Arguments which are ongoing. <br></br> <br></br> Also, RHTPL has received intimation letter dated April 08, 2024 from National Asset Reconstruction Company Limited NARCL intimating that the deed of assignment dated March 22, 2024 under the provisions of Section 5 of the SARFASI Act, the consortium of lenders have assigned/ transferred the outstanding debt /financial assets alongwith underline securities interest, pledged of shares, guarantees, receivables etc charge for such financial assistance granted to RHTPL in favour of NARCL and NARCL acting in its capacity as trustee of NARCL Trust. <br></br> <br></br> During the quarter ended on March 31, 2023, RHTPL has reversed interest of Rs. 12280.90 lakhs provided during the earlier period considering the fact that the project of RHTPL has been terminated and lenders have classified loans as Non Performing Assets NPA. <br></br> <br></br> During the year ended March 31, 2025 and March 31, 2024, RHTPL has not accounted for interest on Rupee Term Loan from banks and financial institutions as well as loan from group Company since the lenders of RHTPL has classified borrowing as NPA and financial statements are prepared on non-going concern basis, for which the statutory auditors of RHTPL have expressed qualified opinion on the financial statements in this regards <br></br> NANAThe Holding Company has not complied with the requirements of Section 203 of the Companies Act, 2013 read with the applicable rules framed thereunder due to the non-appointment of Chief Financial Officer CFO with effect from April 8, 2024. <br></br> <br></br> We have expressed qualified opinion on the standalone financial results of the Holding Company for the quarter and year ended on March 31, 2025. The financial impact of this non-compliance is not ascertainable. <br></br> Qualified opinionRepetitiveNACompany took note of the same and discussed to comply with the sameNANAAs detailed in Note No 3.8 to the accompanying consolidated financial results, with reference to request of the Sadbhav Udaipur Highway Limited SUDHL, a step-down subsidiary company of the Group in which case National Highway Authority of India NHAI vide its letter dated December 27, 2023 has given In-Principal approval for harmonious substitution of concessionaire. As mentioned in the said note, no adjustment to the carrying value of assets and liabilities have been made in the financial statements of SUDHL. Owing to the uncertainty of the outcome of substitution proceeding and lack of other alternate audit evidence, we are unable to comment about adjustments that may be required to the carrying value of assets and liabilities and their consequential impact on the financial position of the Company as at March 31, 2025 <br></br> <br></br> We have expressed qualified opinion on the financial statement of SUDHL for the year ended March 31, 2025 and March 31, 2024, as well as qualified review conclusion on financial results for the quarter ended June 30, 2024, September 30, 2024 and December 31, 2024 mentioning about the uncertainty of outcome of harmonious substitution proceedings and lack of other alternate audit evidence <br></br> Qualified opinionRepetitiveNAIn case of Sadbhav Udaipur Highway Limited SUDHL or concessionaire, a step down subsidiary of the group which is engaged in construction, operation and maintenance of infrastructure project under concession agreement with National Highways Authorities of India NHAI, the project work has been completed and the subsidiary has received the Commercial Operation Date COD from NHAI dated July 19, 2024. <br></br> <br></br> However, SUDHL has requested the NHAI & Lenders to allow harmonious substitution in terms of the NHAI Policy circular through a nominated company namely MS Gawar Construction Limited (Nominated Company and the Lenders Representative to give its consent for allowing harmonious substitution of the SUDHL. <br></br> <br></br> The NHAI vide its letter dt December 27, 2023, conveyed its InPrinciple approval for substitution of Original Concessionaire with a new special purpose vehicle to be incorporated by the Nominated Company subject to certain conditions and final approval from the NHAI. Since the conditions precedent to the harmonious substition are under compliance, no adjustment to the carrying value of assets and liabilities related to this project have been made in these consolidated financial results, for which the statutory auditors of SUDHL have expressed qualified opinion of the financial statements for the year ended March 31, 2025 and March 31, 2024 <br></br> NANAAs detailed in Note No 13 to the accompanying statement, tax credits amounting to Rs 16,050.10 lakhs are included in the consolidated Balance sheet under the Other Current Assets in respect of following step-down subsidiaries.The management is confident about the utilization of the credit as mentioned in Note no 13 to the accompanying statement. <br></br> <br></br> However, at present the Company does not have any business activity nor are we informed about the management plan for taking up other activity. In view of this, we are unable to comment about the utilization of tax credits in foreseeable future. <br></br> <br></br> In respect of SVHL and SBGHPL we have qualified our audit opinion on financial statements for the year ended March 31 ,2025 and March 31, 2024 as well as qualified review conclusion on financial results for the quarter ended June 30, 2024, September 30, 2024 and December 31, 2024. <br></br> <br></br> The auditors of SJRRPL and SKEPL have qualified their audit opinion on financial statements for the year ended March 31, 2025 and March 31, 2024 as well as qualified review conclusion on financial results for the quarter ended June 30, 2024, September 30, 2024 and December 31, 2024 <br></br> <br></br> Qualified opinionRepetitiveNAGST tax credit receivables amounting to Rs. 16050.10 lakhs are included in the consolidated books of accounts as at March 31, 2025 in respect of following subsidiaries . The management of the Group is evaluating various option for utilising above mention tax credits and is confident about the utilization of the credit. The statutory auditors of respective step down subsidiary Companies have expressed qualified opinion on the financial results for the quarter and year ended March 31, 2025 vide their independent audit report NANASHASHIN PATELNASHEFALI MANOJBHAI PATELManubhai and Shah LLPDevansh Gandhi, PartnerAHMEDABAD2025-05-29