5324302025-01-012025-03-315324302025-03-315324302024-03-315324302024-04-012025-03-315324302025-01-012025-03-31in-capmkt:OtherExpenses1Member5324302025-01-012025-03-31in-capmkt:OtherExpenses2Member5324302024-04-012025-03-31in-capmkt:OtherExpenses1Member5324302024-04-012025-03-31in-capmkt:OtherExpenses2Member5324302025-01-012025-03-31in-capmkt:ReportableSegments1Member5324302025-01-012025-03-31in-capmkt:ReportableSegments2Member5324302024-04-012025-03-31in-capmkt:ReportableSegments1Member5324302024-04-012025-03-31in-capmkt:ReportableSegments2Member5324302025-01-012025-03-31in-capmkt:ReportableSegments1Member5324302025-01-012025-03-31in-capmkt:ReportableSegments2Member5324302024-04-012025-03-31in-capmkt:ReportableSegments1Member5324302024-04-012025-03-31in-capmkt:ReportableSegments2Member5324302025-01-012025-03-31in-capmkt:ReportableSegments1Member5324302025-03-31in-capmkt:ReportableSegments1Member5324302025-01-012025-03-31in-capmkt:ReportableSegments2Member5324302025-03-31in-capmkt:ReportableSegments2Member5324302025-01-012025-03-31in-capmkt:ReportableSegments1Member5324302025-03-31in-capmkt:ReportableSegments1Member5324302025-01-012025-03-31in-capmkt:ReportableSegments2Member5324302025-03-31in-capmkt:ReportableSegments2Member5324302025-01-012025-03-31ItemsThatWillNotBeReclassifiedToProfitAndLoss15324302025-01-012025-03-31ItemsThatWillNotBeReclassifiedToProfitAndLoss25324302024-04-012025-03-31ItemsThatWillNotBeReclassifiedToProfitAndLoss15324302024-04-012025-03-31ItemsThatWillNotBeReclassifiedToProfitAndLoss25324302025-01-012025-03-31AuditorDomain15324302025-01-012025-03-31in-capmkt:AuditedMember5324302025-03-31in-capmkt:AuditedMember5324302025-01-012025-03-31in-capmkt:AdjustedMember5324302025-03-31in-capmkt:AdjustedMember5324302025-01-012025-03-31AuditQualification15324302025-01-012025-03-31AuditQualification25324302025-01-012025-03-31AuditQualification35324302025-01-012025-03-31AuditQualification45324302025-01-012025-03-31AuditQualification5iso4217:INRiso4217:INRxbrli:shares532430BFUTILITIENOTLISTEDINE243D01012BF UTILITIES LIMITEDMain BoardEquity2024-04-012025-03-312025-10-312025-10-27INRLakhsQuarterlyFourth quarterMulti segment2025-10-3109:15:002025-10-3110:00:00trueCash Flow IndirectStatement on impact of audit qualification2025-01-012025-03-31AuditedConsolidated2082101000653050002147406000003820001594740002367040001666140004494500001012624000113478200001134782000323178000-2384100029933700008354450000000835445000-885100082659400035696500047848000035254300047405100018833800059.489.48009.489.48Notes - Please refer submitted signed Results 2024-04-012025-03-31AuditedConsolidated83683900002485710008616961000009300075971100011307280007030660001414885000400848300046084780000460847800056115500066884900012300040000337847400000003378474000-7494000337098000014649940001913480000146192900019090510001883380005182720400038.8938.890038.8938.89Construction Expenses106993000Other Expenses342457000Construction Expenses311168000Other Expenses11037170002685680003592050000635090001258058200042576700012001200001023000197239000318274000195880003991122000180266150002726200000540221000622520005844910001537779000247003000448517000342026300053948000617980006262209000002428882400018833800018272040002015542000754225100095577930007948420000000459777000840819700013286800016537110000710141000109049170001369318000412400034852200035264600056583500022877990001400990000132565000476000003826114000001473103100024288824000Wind Mills33400000Infrastructure2113791000Wind Mills224088000Infrastructure8392641000214719100086167290000021471910008616729000Wind Mills4875000Infrastructure1367422000Wind Mills32008000Infrastructure5713119000137229700057451270002367040001130728000811000592100011347820004608478000Wind Mills674727000Infrastructure2360627900024281006000781800024288824000Wind Mills331162000Infrastructure50764240005407586000570700054132930001130728000-277463000-25617000018432000582131000-41487700000-233370000-1976000007030660000-2215300000-18464300000000000-53509000014129980006021476000-320000-1507810004720520000539861100000000000032773100000000000000000000320001461530000-266362000-447908000000000000369868900008228200010795240000-8066000-486856100082142000082142000502349000584491000Gain/(Loss) on remeasurement of the defined benefit plan-11794000Gain/(Loss) on fair valuaiton of financial instruments-396000-12190000Gain/(Loss) on remeasurement of the defined benefit plan-11604000Gain/(Loss) on fair valuaiton of financial instruments1015000-10589000-3339000-309500000-8851000-7494000AuditedAdverse opinionG. D. Apte & Co.true2026-11-3083683900000400848300003378474000038.89024288824000014731031000095577930000The 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.Adverse opinionRepetitiveNot applicable since the auditor has not quantified the impact in amount.As mentioned in e.(ii) belowDuring 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 <br></br> <br></br> During 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. <br></br> Refer Adverse Opinion aboveOne 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. <br></br> In 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. <br></br> Adverse opinionWhether appeared first timeNot applicable since the auditor has not quantified the impact in amount.As mentioned in e.(ii) belowOne 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.Refer Adverse Opinion aboveThe 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. Adverse opinionWhether appeared first timeNot applicable since the auditor has not quantified the impact in amount.As mentioned in e.(ii) belowThe 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.Refer Adverse Opinion aboveThe 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.Adverse opinionWhether appeared first timeNot applicable since the auditor has not quantified the impact in amount.As mentioned in e.(ii) belowThe 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.Refer Adverse Opinion aboveWe 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.Adverse opinionWhether appeared first timeNot applicable since the auditor has not quantified the impact in amount.As mentioned in e.(ii) belowThe 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. Refer Adverse Opinion aboveB. S. MitkariB. S. MitkariS. K. AdivarekarAnagha M. NanivadekarPune2025-10-31