We have audited the accompanying standalone financial statements of Sadbhav Engineering Limited ("the Company"), which
comprises of the balance sheet as at March 31, 2025, the statement of profit and loss (including other comprehensive income),
the statement of changes in equity and statement of cash flows for the year then ended, and notes to the standalone financial
statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the matters described in
the "Basis for Qualified Opinion" section of our report, the aforesaid standalone financial statements give the information required by
the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and
its loss, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

1. We draw attention to Note No. 47 to the accompanying standalone financial statements with respect to termination of concession
agreement by Rohtak Panipat Tollway Private Limited, a step-down subsidiary of the Company. The said step-down subsidiary
has issued notice of termination of concession agreement to National Highway Authority of India (NHAI) on account of Force
Majeure Event as per concession agreement. As explained in the said note, the Company has carried out impairment assessment
of outstanding balance in this step-down subsidiary duly considering the expected payment arising out of aforesaid termination
and other claims filed with NHAI and based on the above assessment, management has concluded that no impairment /
adjustment to the carrying value of the loan and other receivables balance is necessary as at March 31, 2025.

However, we have not been able to corroborate the management's contention of realizing the carrying value of loan, trade and
other receivables of Rs. 20,776.80 Lakhs as on the reporting date, related to the said step-down subsidiary.

Accordingly, we are unable to comment on appropriateness of the carrying value of such loan, trade and other receivables and
the consequential impact on the standalone financial statements of the Company as at reporting date and for the year ended
on March 31, 2025.

2. We draw attention to Note No. 48 to the accompanying standalone financial statements regarding impairment assessment of
investment of Rs 52,768.91 Lakhs, stated at cost and outstanding loan of Rs 26,638.64 lakhs as at March 31, 2025 to one of the
subsidiary, Sadbhav Infrastructure Project Limited. It is noted that the subsidiary's consolidated net worth as at March 31, 2025,
is substantially eroded. Management asserts that the investment and loan outstanding are fully recoverable, based on factors
outlined in the said note.

However, we are unable to obtain sufficient appropriate audit evidence to substantiate the significant judgments and estimates
made by management regarding the underlying assumptions adopted by the management for impairment assessment.
Consequently, we are unable to provide a conclusive comment on the adjustments, if any, necessary to the carrying value of the
said investment and loan and the consequential impact, if any, on the standalone financial statement of the Company for the
year ended March 31, 2025.

3. The 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.

The financial impact of this non-compliance is not ascertainable.

4. We draw attention to Note No. 51 to accompanying Standalone Financial statements regarding expected recoverability of
Contract Assets amounting to Rs 35019.32 lakhs outstanding as at March 31, 2025 which represent receivables in respect of
closed/ substantially closed/ suspended projects. The Company is at various stages of negotiation/ discussion with the clients or
matters under arbitration/litigation in respect of receivables.

Considering the contractual tenability, progress of negotiations/ discussions/ arbitration/litigations and as legally advised in
certain contentious matters, the Management has represented that these contract assets amounting to Rs 35019.32 lakhs are
fully recoverable within a period of one year, based on factors detailed in the said note and hence classified under other current
assets in the financial statement.

However, 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. 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 statements of the Company for the year ended March
31, 2025.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors' Responsibilities for the
Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to
our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our

other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note No. 49 to the accompanying standalone financial statements, wherein it is stated that some of vendors
have initiated legal proceedings including application to National Company Law Tribunal (NCLT). As informed us, the Company has
sought confirmations of balance from some of the vendors. As confirmation from the vendors are still awaited, these outstanding
balances under trade payable are subject to reconciliation and consequential adjustments upon determination / receipt of such
confirmation.

Our Opinion is not modified in respect of this matter.

Material uncertainty related to going concern

We draw attention to Note No. 52 to the accompanying standalone financial statements, which indicates that there are defaults in
repayment of due to lenders and the Company finds difficulty in meeting obligations of payment to suppliers and statutory dues.
Further, consortium of the lenders of the Company have executed an Inter-Creditor Agreement on December 26, 2022, and accounts
by the respective lenders have been classified as Non-Performing Assets. Further One of the lenders has filed an application to NCLT to
initiate insolvency proceedings under section 7 of the Insolvency and Bankruptcy Code, 2016. These events or conditions along with
other matters as set forth in the said note indicate that a material uncertainty exists that may cast significant doubt on the Company's
ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding
these matters are also described in the said note.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition
to the report described in the Basis for Qualified Opinion section and the matter described in the Material Uncertainty Related to
Going Concern section, we have determined the matters described below to be key audit matters to be communicated in our report.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's responsibilities for the audit of the Standalone Financial Statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
Standalone Financial Statements

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business
Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone financial statements
and our auditor's report thereon. The other information report is expected to be made available to us after the date of this auditor's
report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge
obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the other information report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in
equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of these standalone
financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and those charged with governance are responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but
to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether these standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company
has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report that:

a) We have sought and except for the matter described in the Basis for Qualified Opinion paragraph, obtained all the information
and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Except for the matter described in the Basis for Qualified Opinion paragraph and matters stated in Paragraph (vi) below on
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, in our opinion, proper books of account as
required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive income, the Statement
of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid
standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

e) The matter described in the Basis for Qualified Opinion paragraph and the matter described in the Material Uncertainty
Related to Going Concern section above, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31 2025 from being appointed as a director in terms of Section
164 (2) of the Act;

g) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the
Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A". Our report expresses
a qualified opinion on the operating effectiveness of the Company's internal financial controls with reference to financial
statements.

h) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in Basis for
Qualified Opinion Section and paragraph (b) above on reporting under Section 143(3)(b) and paragraph 1(j)(vi) below on
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

i) In our opinion, the managerial remuneration for the year ended March 31, 2025 paid / provided by the Company to their
directors is in accordance with the provisions of section 197 of the Act read with Schedule V to the Act;

j) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact, wherever necessary, of pending litigations on its financial position in its standalone
financial statements; Refer Note No 38 to the standalone financial statements

ii. the Company did not have any long-term contracts including derivative contracts for which there were material
foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company
to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company ("Ultimate Beneficiaries") or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the
Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever or on behalf of

the Funding Party ("Ultimate Beneficiaries") or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to
our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid dividend during the year covered by our audit.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its
books of account, which has feature of recording audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the respective software except that the feature of recording audit trail (edit
log) facility was not enabled at the database level to log any direct data changes to certain noneditable fields/tables of
the accounting software used for maintaining general ledger and books of accounts. Further, during the course of our
audit, we did not come across any instance of the audit trail feature being tampered with subject to above. The audit trail
has been preserved by the Company as per the statutory requirements for record retention.

2. As required by the Companies (Auditors' Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure B, a statement on the matters specified in the paragraph 3 and
4 of the Order, to the extent applicable.

For Manubhai & Shah LLP

Chartered Accountants

Firm Registration No.: 106041W/W100136

Devansh Gandhi

Partner

Membership No.: 129255 Place: Ahmedabad

UDIN: 25129255BMHUWF6484 Date: May 29, 2025