IN THE SUPREME COURT OF INDIA EXTRAORDINARY APPELLATE JURISDICTION PETITION FOR SPECIAL LEAVE TO APPEAL (C) NOS.622-623 OF

2026 NATIONAL HIGHWAYS AUTHORITY OF INDIA PETITIONER(S)

VERSUS VADODARA MUMBAI EXPRESSWAY PKG-08 PRIVATE LIMITED RESPONDENT(S)

WITH SPECIAL LEAVE PETITION (C) NOS. 1567-1568 OF 2026

O R D E R

1. Since the issues involved in all the captioned petitions are the same, the parties are also the same, and the challenge is also to the self-same judgment and order passed by the Delhi High Court, those were taken up for hearing analogously and are being disposed of by this common judgment and order.

C D H at A e N : 2 D 0 R 2 E 6. S 0 H 2.1S2 LP(C) NOS.622-623/2026 1 Reason:

2. These petitions arise from the order passed by the High Court of Delhi dated 19.11.2025 by which the OMP (Comm) No.467 of 2025 and OMP (Comm) No. 468 of 2025, preferred by the National Highways Authority of India (for short, “the NHAI”) under Section 34 of the Arbitration and Conciliation Act, 1996 (for short, “the Act, 1996”) seeking stay of the operation, implementation and execution of the arbitral award dated 01.08.2025 passed by the Arbitral Tribunal, came to be disposed of by the High Court.

3. The short facts relevant for the disposal of these petitions are as under:-

(I) The petitioner entered into a concession agreement dated 22.06.2021 (for short, "CA") with the Respondent. The respondent before us is a Special Purpose Vehicle (SPV) incorporated by M/s Roadway Solutions India Infra Limited (for short, "RSIIL").

(II) The concession agreement between the parties was with regard to construction of an Eight-lane access-controlled Expressway from km 154.600 to kms 190.000 of the Vadodara Mumbai Expressway (Jujuwa to Gandeva section) in the State of Gujarat on the basis of Hybrid Annuity Mode under the Bharatrnala Pariyojna (Phase-I Package VIII) and Package IX, respectively.

(III) Clause 4.5 of the CA provided for deemed termination of the CA in case the Financial Close is not achieved within the permissible period, or the parties fail to fulfill the conditions precedent and the Appointed Date does not occur within the first anniversary date of the CA.

(IV) It is the case of the petitioner before us that the respondent failed to achieve Financial Close within the stipulated period of 150 days, i.e, by 19.11.2021, and even failed to deposit any damages which was a mandatory pre- condition for seeking extension of time for certain period.

4. In such circumstances, referred to above, the petitioner herein issued a deemed termination notice on 06.05.2022 invoking Clause 22.2 of the CA. However, this deemed termination notice of 06.05.2022 came to be revoked, and a fresh deemed termination notice came to be issued on 29.03.2023.

5. The aforesaid led to a dispute between the parties. The dispute was ultimately referred for arbitration.

6. The Arbitral Tribunal, by way of majority, awarded approximately an amount of Rs.532 crore insofar as Phase VIII of the project is concerned and Rs.486.24 insofar as Phase-IX of the project is concerned in favour of the respondent by way of adjusted equity.

7. The petitioner, being dissatisfied with the award passed by the Arbitral Tribunal, challenged the same before the High Court under Section 34 of the Act, 1996.

8. The petitioner prayed before the High Court that till the final disposal of its Section 34 application(s), the arbitral award dated 01.08.2025 be stayed unconditionally from its operation, implementation and execution.

9. The High Court, after hearing the parties, disposed of the applications preferred by the petitioner(s) herein, saying that the matter relates to a money decree and in such circumstances, there cannot be an unconditional stay of the award.

10. Accordingly, the High Court directed the petitioner herein to deposit the entire amount as awarded by the Arbitral Tribunal and at the same time, permitted the decree holder to withdraw the same on furnishing an irrevocable and unconditional bank guarant