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* IN THE HIGH COURT OF DELHI AT NEW DELHI

+ W.P.(C) 19266/2025

AXIS BANK LIMITED & ANR. .....Petitioners

Through: Mr. Rajiv Nayar, Sr. Advocate along

with Mr. Satvik Varma, Mr. Manmeet

Singh, Mr. Alok Shankar, Ms. Sadhvi

Kumar, Mr. Ajay Raj, Mr. Shantanu

Parmar and Ms. Manjira Dasgupta,

Advocates.

versus

NATIONAL HIGHWAYS AUTHORITY OF INDIA & ORS.

.....Respondents

Through: Mr. Arun Kr. Varma, Sr. Advocate

along with Ms. Gunjan Sinha Jain and

Mr. Kunal Nagar, Advocates for

R-1/NHAI.

Mr. Rishi Agarwala, Mr. Daksh

Arora, Ms. Shubhi Agarwal, Mr.

Daanish and Ms. Muskan Sethi,

Advocates for R-3.

CORAM:

HON'BLE MR. JUSTICE SACHIN DATTA

O R D E R

% 19.12.2025

CM APPL. 80356/2025 (Exemption)

1. Allowed, subject to all just exceptions.

2. The application stands disposed of.

CM APPL.80878/2025

3. This is an application seeking amendment in the present petition i.e.,

W.P.(C) 19266/2025.

4. Considering the averments made in the application, the same is

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allowed; accordingly, the amended petition is taken on record.

5. The application stands disposed of.

W.P.(C) 19266/2025 & CM APPL. 80355/2025 (for interim relief)

6. The present petition has been filed by Axis Bank Limited and IDFC

FIRST Bank Limited on behalf of the ‘Senior Lenders’ in respect of a

Concession Agreement dated 10.03.2010, under which the respondent no.3

was the original concessionaire.

7. Admittedly, certain financial defaults have been committed by the

respondent no.3, pursuant to which it has become necessary to substitute the

said concessionaire.

8. Learned senior counsel for the petitioner points out that the

substitution of the concessionaire is governed by a Tri-partite Substitution

Agreement dated 19.03.2015, executed between NHAI, the said

concessionaire (PS Toll Road Private Limited), and the concerned lenders.

9. The terms of the Substitution Agreement have been referred, to

emphasize that the concerned lenders have an absolute right to effect

substitution in the event of a financial default, without any extraneous

conditions (other than those expressly envisaged under the Substitution

Agreement) being imposed by NHAI.

10. It is submitted that contrary to the terms of the Substitution

Agreement, NHAI is seeking to impose extraneous conditions which are

contained in a communication dated 01.12.2025 (Annexure P-27). The said

conditions are reproduced as under:

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11. It is submitted that the very occasion for substituting respondent no.3

arose on account of egregious financial defaults committed by respondent

no.3. It is emphasized that the imposition of the above conditions will defeat

the substitution process and completely negates the purport of the

substitution agreement.

12. It is submitted that the conditions to be imposed are unrealistic and

unlikely to be acceptable to any incoming concessionaire. In effect, the same

will result in the perpetuation of defaults, which will be detrimental to both

the petitioner and NHAI.

13. Learned counsel for NHAI controverts the aforesaid submissions.

14. He submits that the conditions sought to be imposed are intended to

protect the financial interest of NHAI.

15. Learned counsel for NHAI submits that ‘concessionaire defaults’ have

also been committed by respondent no.3, which have occasioned the

issuance of a notice of intent to terminate the contract.

16. Prima facie, the conditions which NHAI sought to impose vide

This is a digitally signed order.

The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.

The Order is downloaded from the DHC Server on 06/02/2026