1 There is no income arising from above investment properties. Further, the Company has not incurred any expenditure for above property.

2 The Company has no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

3 The title deed of immovable property is held in the name of the Company.

4 The fair value disclosure for investment property is not given as the property is acquired specifically for offering as security for non-current borrowings and based on the information available with the management that there are no material development in the area where land is situated and accordingly, management believes that there is no material difference in fair value and carrying value of property.

(a) The Company has granted interest bearing loans in the nature of loans aggregating INR 175.49 million (March 31, 2024 iNR 178 31 million)(mcluding renewals on due dates) as at March 31, 2025 to its subsidiaries. The funds are advanced based on business needs of the subsidiaries Companies in accordance with Lender's Loan agreements and Sponsor Support and Equity Contribution Agreement of the respective entities.

(b) Since all the above loans given by the Company are unsecured and considered good, the bifurcation of loans in other categories as required to be disclosed by Schedule III of the Companies Act 2013 viz: a) secured b) loans which have significant increase in credit risk and c) credit impaired is not applicable and accordingly, is not disclosed

(c) There is no amount due from director, other officer of the Company or firms in which any director is a partner or private companies in which any director is a director or member at anytime during the reporting period.

(d) In the Previous year, the company has graned interest free loan to SUDHL, a subsidiary of the company The funds are adances based on the business needs of the subsidiary company

(e) The fair value of non-current loans is not materially different from the carrying value presented

(f) For terms and conditions relating to loan to related parties, refer note 35.

(a) Pursuant to the definitive share purchase agreement (SPA) dated 1 July 2019 related to sale of equity share of subsidaries as mentioned in note 47 m detailed, certain assets such as land, investment properties and arbitration claim receivable ( carve out assets’) do not form part of the equity consideration and hence, all beneficial rights of the same are retained by the Company Accordingly, the Company has accounted such carve out assets as receivable from respective entities in these Standalone Financial Statements

lb) There is no amount due from director, other officer of the Company or firms in which any director is a partner or private companies in which any director is a director or member at anytime during the

reporting period

(c) For terms and conditions relating to receivable from subsidaries refer note 35.

(a) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. None of the trade or other receivable are due from firms or private Companies respectively in which any director is a partner, a director or a member.

(b) For terms and conditions relating to related party receivable, refer note 35.

(*) Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates

(b) Cash on hand as at March 31, 2025 iNR 2.163/- (March 31, 2024INR 2.163/-} is below roundmg off norms adopted by the Company

(c) Balances with banks nclude balance of INR 0.85 Million as at March 31, 2025 ( March 31, 2024: INR 17.83 Million) lying in the Escrow Accounts, as per terms of borrowings with the lenders.

(b) Terms/rights attached to equity shares:

The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share held.

In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive any of the residual assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Note -1

Interest free loan given by Holding Company (Sadbhav Engineering Limited) pursuant to the conversion of Compulsory Convertible Cumulative Preference Shares (CCCPS) into equity shares, whereby Holding Company has given a commitment to keep the loan balance of INR 779.56 Million in the Company for a period of 11 years from the date of conversion of CCCPS i.e. November 27, 2014. Accordingly, this Interest free loan has been separated into liability and equity components based on the terms of the contract and equity components has been accounted under Other Equity and liability component under non-current borrowings (refer note 16). Interest on liability component is recognised using the effective interest method.

As on March 31, 2025

(a) Nil (March 31, 2024: 39,000) Redeemable, Non Convertible debentures (NCD) are secured by:

(i) The Corporate Guarantee by Sadbhav Engineering Limited ('SEL') (Holding Company), (ii) first ranking charge created by way of hypothecation over the Escrow account and

(iii) Pledge over such numbers of Equity shares held by the Company in its subsidiary Companies. Pledge of shares of various subsidiaries are given in table below.

(b) 8,120 (March 31, 2024:16,000) Redeemable, Non Convertible debentures (NCD) are secured by:

(i) The Corporate Guarantee by Sadbhav Engineering Limited (‘SEL’) (Holding Company); (ii) first ranking charge created by way of hypothecation over the Escrow account and (iii) Pledge over such numbers of Equity shares held by the Company in its subsidiary Companies. Pledge of shares of various subsidiaries are given in table below.

(D) liability Component of Compound Financial Instrument:

Interest free loan given by Promotors (Sadbhav Engineering Limited) pursuant to the conversion of Compulsory Convertible Cumulative Preference Shares (CCCPS) into equity shares, whereby promotors have given a commitment to keep the loan balance of INR 779.56 Million in the Company for a period of 11 years from the date of conversion of CCCPS i.e. November 27, 2014. Accordingly, this Interest free loan has been separated into liability and equity components based on the terms of the contract and equity components has been classified in the Other Equity (refer note 15) and liability component in the non-current borrowings. Interest on liability component is recognised using the effective interest method.

As per the format of the Statement of Profit and Loss prescribed in Schedule III division II, there is no separate line item for "Subcontractors Charges". However, considering the industry practice in the sector in which Company operates and significance of the subcontractors charges, for better understanding by the users of Standalone Financial Statements, the Company has disclosed "Subcontractors Charges" by way of a separate line item on the face of Statement of Profit and Loss.

(a) The Company has assessed tax benefit under section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 (the ordinance) and opted option avalaible under the ordinance. As the Company has no taxable income as per Income Tax Act 1961 during the current and previous year. Hence no provision of Income Tax is made.

(b) The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

(c) As a matter of prudence, the company has recognised deferred tax assets on deductible temporary differences and carry forward of unused tax losses in the books to the extent of deferred tax liability balance as it is not probable that future taxable profit will be available against which those temporary differences, losses and tax credit against which deferred tax assets can be utilized. Accordingly, INR 10.76 million (March 31, 2024: INR 10.76 million) has not been recognised as deferred tax assets in the books as at reporting date.

B Defined benefit plans - Gratuity benefit plan:

The Company has a Gratuity benefit plan. Every employee who has completed five years or more of service gets a gratuity on the termination of his employeement at 15 days salary (last drawn salary) for each completed year of service. The scheme is unfunded. The present value of obligation in respect of gratuity is determind based on actuarial valuation using the Project Unit Credit Method as prescribed by the Indian Accounting Standard • 19. Gratuity has been recognised in the Standalone Financial Statements as per details given below:

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another.

The estimates of the future salary increases, considered in acturial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employement market.

Since the obligation is unfuned, there is no Assets-Liability Matching strategy device for the plan. Accordingly, there is no expected contribution in the next annual reporting period reported.

D Other employee benefit:

Salaries, Wages and Bonus include INR 4.81 million (March 31, 2024: INR S.17 million) towards provision made as per actual basis in respect of accumulated leave encashment/compensated absences, bonus and leave travel allowance.

32 Segment Reporting

The operating segment of the Company is identified to be "Build Operat and Transfer (BOT)/ Annuity Projects and its related activities", as the Chief Operating Decision Makers (CODM) reviews business performance at an overall group level as one segment and hence, no additional disclosure are require to be made under Ind AS 108 "Operating Segments". Further, the Company also primarily operates under one geographical segment namely India. There are no single customer which contribute morethan 10% of total revenue of the Company.

33 Leases:

Office premises of the Company have been taken on operating lease basis till March 31, 2024. During the year this operating lease agreement are terminated by both the parties mutually. During the year, the Company has incurred expense relating to short-term leases (included in other expenses) INR Nil (March 31, 2024: INR 2.16 million) toward above lease premises.

34.4 Performance obligation

Information about the Company's performance obligations are summarised below:

a. Construction services

The performance obligation is satisfied over time as the assets is under control of customer and they simultaneously receives and consumes the benefits provided by the Company. The Company received progressive payment towards provision of construction services. During the F.Y. 24-25 the Company has not undertaken any construction services.

b. Operation and maintenances and project management services

The performance obligation is satisfied over-time and payment is generally due on completion of services i.e. monthly basis. There are no contract with subsidaries entities for operation & maintenances and project management services during the FY 2024-25.

1 The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and Interest free except loan given and settlement occurs in cash as per the terms of the agreement.

2 Non convertible debenture of INR 811.80 Million (March 31, 2024: INR 2,729.43 million) are secured by way of corporate guarantee by Sadbhav Engineering Limited (SEL), the Parent Company, first ranking charge created on shares of Company's certain subsidiaries and of SEL.

3 The loans given to subsidaries Company is based on business needs of the subsidiaries Company in accordance with Lender's Loan agreements and Sponsor Support and Equity Contribution Agreement of the respective SPV entities. The loan given to subsidaries on demand basis which carries interest of 9.25% based on cost of fund of respective subsidaries entities.

4 The loans received from Sadbhav Engineering Limited (SEL), the Parent Company and subsidaries are based on demand which carries interest of 11.00%.

5 The Remuneration disclosed above given to key managerial personnel is mainly related to short term employee benfits and does not Includes post employee benefits as the same is not determinable.

36 Contingent liabilities and commitments I Contingent liabilities

A Claims against the Company not acknowledged as debt: Tax Matters

(i) Goods and Service Tax Matters in dispute for which company has filled appeal with higher authorities:

a. The Deputy Commissioner of State Tax ( Maharashtra) has disallowed ITC Claimed for the tax period April 2018 to March 2019 amounting to INR 3.59 Million and issued a demand notice amounting to INR 8.14 Million dated November 02,2022 u/s 73 of MGST Act

b. The Deputy Commissioner of State Tax ( Maharashtra) has disallowed ITC Claimed for the tax period July 2017 to March 2018 amounting to INR 7.85 Million and issued a demand notice amounting to INR 21.68 Million dated April 12,2022 u/s 73 of MGST Act.

c. The Deputy Commissioner of State Tax ( Rajasthan) has disallowed ITC Claimed, Liability of difference in Tax Rate etc for the tax period July 2017 to March 2018 amounting to INR 1.44 Million and issued a demand notice amounting to INR 2.95 Million dated Feb 5,2025 u/s 74 of RGST Act.

d. The Joint Commissioner of State Tax ( Rajasthan) has disallowed ITC Claimed period April 2021 to March 2022 amounting to INR 0.29 Million and issued a demand notice amounting to INR 0.50 Million dated July 12,2023 u/s 73 of RGST Act.

e. The Deputy Commissioner of State Tax ( Uttarakhand) has disallowed ITC Claimed period March 2019 amounting to INR 1.40 Million and issued a demand notice amounting to INR 2.60 Million dated November 22,2022 u/s 73 of UGST Act.

f. The Assistant Commissioner of State Tax ( Telangana) has disallowed ITC Claimed for the tax period April 2019 to March 2020 amounting to INR 2.01 Million and issued a demand notice amounting to INR 4.16 million dated August 27, 2024 u/s 73 of TGST Act.

g. The Deputy Commissioner of State Tax ( Maharashtra) has disallowed ITC Claimed. Interest on delay filling of Returns etc. for the tax period April 2018 to March 2019 amounting to INR 3.59 Million and issued a demand notice amounting to INR 8.14 Million dated November 02,2022 u/s 73 of MGST Act

h. The Joint Commissioner of State Tax ( Rajasthan) has disallowed ITC Claimed period April 2018 to March 2019 amounting to INR 0 29 Million and issued a demand notice amounting to INR 0.53 Million dated July 12,2023 u/s 73 of RGST Act.

i. The Deputy Commissioner of State Tax ( Rajasthan) has demand Interest on delay filling of Returns for the tax period April 2019 to March 2020 amounting to INR 4.62 Million on dated July 30,2024 u/s 74 of RGST Act.

j. The Assistant Commissioner of State Tax (Gujarat) has disallowed ITC Claimed for the tax period April 2018 to March 2019 amounting to INR 7.79 Million on dated April 24,2024 u/s 73 of SGST Act.

k. Excise and Taxation Officer (Haryana) has disallowed ITC Claimed for the tax period July 2017 to March 2018 amounting to INR 1.66 Million and issued a demand notice amounting to INR

5.01 million dated January 13,2025 u/s 74 of HGST Act.

I The Deputy Commissioner of State Tax ( Madhya Pradesh) has demand for non-filling of Returns for the tax period October 2019 amounting to INR 9.13 Million and issued a demand notice amounting to INR 9.45 Million dated December 16.2019 u/s 73 of MGST Act.

m The Additional Commissioner of State Tax (Gujarat) has demand on not discharge liability on service of Corporate guarantee for the tax period July 2017 to March 2018 amounting to INR 40.20 Million and issued a demand notice amounting to INR 80.40 Million on dated January 31, 2025 u/s 74 of CGST Act.

B Claims against the Company not acknowledged as debt: Other than Tax Matters

(i) Suwarna Buildcon Private Limited has filed a commercial case against the company at District and Session Court • Pune. The amount invloved is amounting to INR 1,227.07 Million

(li) Gautam Highway Solutions is a Proprietorship Firm providing services for carrying on Routine Services work of Rohtak Pampat section of NH-71 A has filed a commercial suit against the

Company for claiming of outstanding amount and interest thereon at District and Session Court • Jhajjar in the state of Haryana The principal and interest liability claimed by the vendor is INR 0.08 Million & 5.17 Million.

(lii) Legacy Law Offices is a full service law firm was engaged by the Company has filed a MSME case against the Company towards the recovery of outstanding dues alongwith interest amounting to INR 2.14 Million at Micro & Small Enterprises Faciliation Council- in the state of Haryana

(iv) HCC Infrastructure Company Limited is engaged in business of Construction of Highway, Road , Bridges, Railway etc has filed a Arbitration Application at High Court Bombay in the state of Maharashtra against the Company for claiming of outstanding amount and interest towards 60% amount received from National Highway Authority of India (NHAI) under restated Share Purchase Agreement amongst the parties The principal amount has been paid to the HCC. However the Arbitration Proceedings are going on for the Interest Claim of HCC

(v) Suwarna Buildcon Private Limited has filed a arbitration application against the company at Pune in the state of Maharashtra The amount invloved is amounting to INR 888.93 Million

Note- It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. The Company does not expect any reimbursements in respect of the above contingent liabilities. Future cash outflows in respect of the above are determinable only on receipt of judgments / decisions pending with various forums / authorities.

II Guarantees

Company has given corporate guarantee to banks & financial Institutions for INR 5,777.51 million (P.Y INR 2,341.79 million ) against the finance facility given by the banks/fmaicial institutions to subsidiary companies

(I) Details of Loan given, investment made and guarantee given covered u/s 186 (4) of the Companies Act, 2013

39 The Company has met the criteria as specified under sub-section (1) of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, However, in the absence of average net profits in the immediately three preceding years, there is no requirement for the Company to spend any amount under sub-section (5) of section 135 of the Act.

40 Financial instrument risk management objectives and policies

The Company's principal financial liabilities comprise borrowings and trade & other payables The main purpose of these financial liabilities is to finance the Company's operations as well development and maintenance of SPVs project. The Company’s principal financial assets include investments, trade receivables, other receivables, loans and cash and bank balances, which are been derived directly from its operations

The Company's activities expose it to market risk, credit risk and liquidity risk The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

The Board of Directors have overall responsibility for the establishment and oversight of the Company's risk management framework. Risk management systems are reviewed periodically to reflect changes in market conditions and the Company's activities The Board of Directors oversee compliance with the Company's risk management policies and procedures, and reviews the risk management framework

(a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk. Financial instruments affected by market risk include borrowings, investments, trade receivables, loans, other receivables, trade and other payables

Within the various methodologies to analyse and manage risk. Company has implemented a system based on “sensitivity analysis" on symmetric basis. This tool enables the risk managers to identify the risk position of the entities. Sensitivity analysis provides an approximate quantification of the exposure in the event that certain specified parameters were to be met under a specific set of assumptions The risk estimates provided here assume:

- a parallel shift of 25-basis points of the interest rate yield curves in all currencies

The potential economic impact, due to these assumptions, is based on the occurrence of adverse / inverse market conditions and reflects estimated changes resulting from the sensitivity analysis. Actual results that are included in the Statement of profit & loss may differ materially from these estimates due to actual developments in the global financial markets.

The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and provisions The following assumption has been made in calculating the sensitivity analyses.

The sensitivity of the relevant statement of profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2025 and March 31. 2024.

(i) Interest rate risk

interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes m market interest rates.

The interest risk arises to the Company mainly from non - current borrowings with variable rates The Company maintains its borrowings at fixed rate using interest rate swaps to achieve this when necessary. The Company manages its cash flow interest rate risk by using floating to-fixed interest rate swaps The Company measures risk through sensitivity analysis.

The banks are now finance at variable rate only, which Is the inherent business risk

Interest rate sensitivity

The Company is not exposed to interest rate risk because its borrowings in Non convertible debenture carries fixed interest rate

(ii) Equity price risk

The Company's non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities Reports on the equity portfolio are submitted to the Company's senior management on a regular basis. The Company's Board of Directors reviews and approves all equity investment decisions

(b) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk related to operating activities (primarily trade receivables and other financial assets), financing activities including temporary Investment in mutual fund and other financial instruments

Trade receivable mainly consist of receivable from related parties. Accordingly, the Company is not exposed to credit risk in relation to Trade receivables.

Credit risk from balances with banks and financial institutions *s managed by the Company's finance department in accordance with the Company's policy. Investments of surplus funds are made only in accordance with Company policy. The Company monitors the ratings, credit spreads and financial strength of its counterparties. Based on its on-going assessment of counterparty risk, the Company adjusts its exposure to various counterparties The Company's maximum exposure to credit risk from balance with bank and financial institution as at March 31, 2025 is INR 54.67 million and March 31, 2024 is INR 215.91 million.

(c) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys cash management system It maintains adequate sources of financing including debt at an optimised cost.

The Company measures risk by forecasting cash flows.

The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to moet its liabilities when due wthout incurring unacceptable losses or risking damage to the Company's reputation The Company ensures that It has sufficient fund to meet expected operational expenses, servicing of financial obligations.

41 Capital management

For the purpose of the Company's capital management, the Company's capital consist of share capital, securities premium, other equity and all other reserves attributable to the equity holders of the Company.

The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it In light of changes in economic conditions or its business requirements To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares The Company monitors capital using debit equity ratio which is total Borrowings divided by total equity

42.1 Pursuant to sale of entire share holding in Sadbhav Bhavnagar Highway Limited (SBHL) and Sadbhav Una Highway Limited (SUHL) to Kalthia Enginnenng and Construction Limited at aggregate consideration of INR 1.750 million In terms of Memorandum of Understanding (MOU) and Share Purchase Agreement (SPA) The Company had made provision for impairment amounting to INR 97,88 million in carrying value of investment during year ended March 31, 2023. Further all the balances outstanding except balance receivable amounting to INR 3.13 million relating to SBHL and SUHL in the books of the Company, have been written off / written back and net amount of 318 34 million is disclosed as exceptional items m the standalone financial statements for the year ended March 31. 2024

42.2 The Company has investments of INR 10.00 million and other receivables of INR 1.32 million as at March 31. 2025 in one of its subsidiary namely Sadbhav Namital Highway Limited (SNBL or Concessionaire). The National Highways Authority of India (NHAi) at the request of the Company vide its letter dated April 17. 2023, has approved harmonious substitution of concessionaire Ý e SNHL

Thereafter the Company executed Endorsement Agreement dated July 14, 2023 with the approval of NHAI for harmonious substitution of the SNHL in favour of new Concessionaire for implementation of the project and also entered into Definitive Agreement on August 01, 2023 tor substitution of the SNHL with the new SPV nominated by new Concessionaire In terms of these agreements the project and project assets as defined in the Concession Agreement along with the relevant rights and obligations of the 5NHL are transferred to the new concessionaire for substitution of the SNHL in consideration of INR 900 million Accordingly the Company has written off / written back the balances outstanding relating to SNHL and net amount of INR 22 60 Million and INR 229.02 Million written off and provision for impairment in carrying value of investment m shares of the SNHL amounting to INR 10 million has been made is disclosed as as exceptional items in the standalone financial statements for the year ended March 31. 2024. However subsequently the Company has received back the subdebt of INR 9 01 million which was written off as exceptional items during the year ended March 31, 2024

42.3 Sadbhav Hybrid Annuity Projects Limited (SHAPL) one of the subsidiary of the company has been not able to meet its obligations in the ordinary course of the business. Therefore SHAPL has requested the Company to waive the loan/Investment/Receivables made by the Company in SHAPL. The Board of directors of the Company considering the financial position of SHAPL has approved the write off of amount of INR 679.90 Million which is disclosed as exceptional items in the standalone financial statements during the year ended March 31, 2024.

In view of this, provision for impairment in carrying value of investment m shares amounting to INR 0.50 million was made and disclosed as exception items in standalone financial statements for the yeai ended

42.4 The Company has investments of INR 257.99 million and subordinate debt of INR 30 78 million and other receivables of INR 1.80 million as at March 31, 2025; in one of its subsidiary namely Sadbhav Vidarbha Highway Limited (SVHL or Concessionaire). Pursuant to the definitive agreement entered into between the Company, SVHL, Sadbhav Engineering Limited (The ultimate holding company), Gawar Construction Limited (GCL) and Gawar Waranga Highways Private Limited (Nominated SPV or new Concessionaire) as on August 16, 2023 for substitution of SVHL with the nominated SPV by GCL and execution of Endorsement Agreement between SVHL, Nominated SPV and senior lenders dated October 6, 2023 with the approval of National Highways Authority of India (NHAI) for implementation of the project by new concessionaire in substitution of SVHL, the project and project assets as defined in the Concession Agreement along with the relevant rights and obligations of SVHL are transferred to the new concessionaire Consequently, provision for Impairment in carrying value of investment in shares of the SVHL amounting to INR 257.99 million has been made and sub-ordinate debt amounting to INR 696.02 Million tor the year ended March 31, 2024 and other balances (including loan given) amounting to INR 192.09 has written off is disclosed as an exceptional item in the standalone financial statements for the year ended March 31. 2024.

42.5 During the previous year ended March 31. 2024 , the Company has signed Memorandum of Understanding (MOU) with Indlnfravit Trust for settlement of pending obligation under Routine road and major maintenance agreements in respect of SPV's sold to it. In terms of this MOU all the balances and part of the investment In units of the Trust have been adjusted and the net difference of INR 839.40 million Is written back and disclosed as an exceptional items in the standalone financial statements for the year ended March 31, 2024

42.6 The Company has investments of INR 1,011 57 million and subordinate debts of INR 5.05 million and other receivables of INR 4.02 million as at March 31, 2025; in one of its subsidiary namely Sadbhav Kim Expressway Private Limited (SKEPl or concessionaire) which is engaged in construction, operation and maintenance of infrastructure project under concession agreement with National Highways Authorities of India (NHAI).

The Company has requested the Authority & Lenders to allow harmonious substitution in terms of the NHAI Policy circular through a nominated Company namely — M/S Gawar Construction Limited (Nominated Company) and the Lenders' Representative addressed to the Authority, gave its consent for allowing harmonious substitution of SKEPL.

The Authority vide its letter dt November 03, 2022, conveyed its 'TnPrinciple" approval for substitution of Original Concessionaire with a new special purpose vehicle to be incorporated by the Nominated Company subject to certain conditions and subject to final approval from the NHAI ("InPrincipIc Approval")

The Company has entered into definitive agreement dated October 17, 2023 for substitution of the Company with the new SPV to be nominated by new concessionaire and also executed endorsement agreement dated January 23, 2024 with the approval of NHAI for harmonious substitution of the Company in favour of new concessionaire for implementation of the project

In terms of these agreements the project and project assets as defined in the Concession Agreement along with the relevant rights and obligations of the Company are transferred to the new concessionaire, as per the provisions of the Concession Agreement, for substitution of SKEPL. Consequently, all the balances related to SKEPL outstanding in the books of Company are adjusted towards the consideration receivable from the new concessionaire. The net difference of INR 853 81 Million is disclosed as an exceptional items in the standalone financial statements for the year ended March 31, 2024.

42.7 As per the amended and restated Supplementary Debenture Trust Deed dated August 28, 2024 the Company has written back the finance cost to the extent amounting to Rs 502 30 million during the year ended March 31, 2025 and shown under exceptional items in these standalone financial statements

42.8 The Company has investments of INR 269.66 million and subordinate debts of INR 1,346.39 million and other payables of INR 124.48 million as at March 31, 2025 in one of its subsidiary namely Sadbhav Udaipur Highway Limited (SUDHL or concessionaire) which is engaged in construction, operation and maintenance of infrastructure project under concession agreement with National Highways Authorities of India (NHAI) The subsidiary company has received the Commercial Operation Date (COD) letter from NHAI dated July 19. 2024.

The Company has requested the NHAI & Lenders to allow harmonious substitution in terms of the NHAI Policy circular through a nominated company namely — M/S Gawar Construction Limited (Nominated Company) and the Lenders’ Representative, gave its consent for allowing harmonious substitution of SUDHL.

The NHAI vide its letter dt December 27. 2023, conveyed its TnPnnciple" 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 The Company has entered Into Definative agreement dated March 12, 2025 with Gawar Construction Limited for harmonious substituion of the project. The Final approval of the NHAI is still pending. However the Company has provided for 1,000 Millions in the books of accounts and disclosed as an exceptional item in these standalone financial statements for the year ended March 31, 2025

43 The Company has investments of INR 217.74 million and subordinate debts of INR 4,688.73 million and trade & other Receivables of INR 87 91 millions as at March 31, 2025 in one of the subsidiary namley Rohtak Panipat Tollway Private Limited (RPTPL) which is engaged in construction, operation and maintenance of Infrastructure projects under concession agreement with National Highways Authorities of India(NHAI) The net worth of this subsidiary company has fully eroded.

From December 25. 2020 , the toll collection was forcefully suspended due to agitation and protest held by farmers and other unions against agri-marketing laws. Accordingly, the Company was not able to collect toll user fees from December 25. 2020 The Company had sent various communications to authorities for such forceful suspension of toll including revenue loss claim. Accordingly, the Company had issued notice of termination of Concession Agreement to NHAI on July 27, 2021 under Force Majeure Event of Concession Agreement. The Termination Payment and other payments due from NHAI were oending for the long time. The company had attempted conciliation of the issues of the Project for amicable settlement Due to non-progress of the same, the Company vide letter dated 27.03.2023 had notified the Conciliation Committee and NHAi regarding the failure of the Conciliation Proceedings The said matters were referred to Aibitration by the Company The Company has lodged a total claim amounting to INR 19.379.20 Million relating to termination payment, Force Majeure Costs due to Force Majeure event of Farmer’s Agitation, COVID-19, ft Demonetization, and NPV of extension entitled due to Force Majeure event of Farmers agitation and Covidl9 .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 INR 10,805.45 millions (principal of INR 7,796.31 millions and interest of INR 3,009.14 millions).

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 INR 8509 80 Million 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 the Hon'ble High Court.

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 INR 890 20 Million (amount inclusive of costs & interest pendente hte). 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, wherein one claim is set aside (loss of Toll collection) and one claim was upheld (Additional cost on account of ban of quarry of stone) along with pendente life interest and delayed interests, etc As per Delhi High court in the judgement dated 16.02.2023, the value of award payable by NHAI to RPTPL as on 15 10.2023 works out to INR 1,211.90 millions. NHAI had challenged the said award under Section 37 before Division Bench of Delhi High Court The said matter -s now withdrawn by NHAi

NHAI had lodged claim on RPTPL on account of negative Finished Road Level (FRL) which was referred to Arbitration The Majority Award on 31.10.2020 by Tribunal for amount of INR 203.40 Million was in favour of NHAI The interest on delayed payment is awarded at 7.4% simple interest, as on IS 10.2023 works out to INR 247.90 Million and further interest thereon. The dissenting note by the Minority of the Tribunal had stated to reject the claim of NHAI The Company had challenged the said Majority Award under Section 34 before the Delhi High Court. The said matter is now withdrawn by RPTPL on account of ongoing Vivad se Vishwas ll scheme.

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 INR 650 millions.

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

Considering the management assessment of probability and tenability of receiving above claims from NHAI as per the terms of concession agreement, the management has assessed that there is no impairment in the carrying value of investments made by the Company in the RPTPL and consequently no provision/adjustment to the carrying value of Investments and subordinate debts, loans and advances and trade and other receivables as at March 31, 2025 Is considered necessary.

The statutory auditors of the Company have expressed qualified opinion on the standalone financial statements in respect of above as regards recoverable value of Company’s investment (including subordinate debt) and loans, trade & other receivable given to RPTPL for the year ended March 31, 2025.

44 The Company has investments of INR 107.68 million and subordinate debts of INR 2,893 42 million and other receivable of INR 47 80 million as at March 31. 2025 in one of its subsidiary namely Rohtak Hissar Tollway Private Limited (RHTPL) which is engaged in construction, operation and maintenance of infrastructure projects under concession agreement with National Highways Authorities of India. The net worth of this subsidiary company has fully eroded.

From December 25. 2020 , the toll collection was forcefully suspended due to agitation and protest held by farmers and other unions against agri-marketing laws. Accordingly, the Company was not able to collect toll user tees from December 25. 2020. The Company had sent various communications to authorities for such forceful suspension of toll including revenue loss claim, Accordingly, the company had issued notice of termination of Concession Agreement to NHAI on July 27, 2021 under Force Majeure Event of Concession Agreement. The Termination Payment and other payments due from NHAi were pending for the long time. The company had attempted conciliation of the issues of the Project for amicable settlement Due to non-progress of the same, the Company vide letter dated 27.03.2023 had notified the Conciliation Committee and NHAi regardmg the failure of the Conciliation Proceedings. The said matters were referred to Arbitration by the Company The Company has lodged a total claim amounting to INR 19,287.10 Million relating to termination payment. Force Majeure Costs due to Force Majeure event of farmer's Agitation, COVID-19, & Demonetization, and NPV of extension entitled due to Force Majeure event of Farmers agitation and Covidl9. The NHAI had lodged its Counter Claims amounting to INR 3665.80 Million The Company had submitted its reply on such counter claims The Arbitral proceedings for the same are currently going on The current stage of arbitral proceeding is of Arguments which are ongoing

Considering the management assessment of probability and tenability of receiving above claims from NHAI as per the terms of concession agreement and communications from NHAI for conciliation, the management has assessed that there is no impairment in the carrying value of investments made by the Company in the RHTPL and consequently no provision/adjustment to the carrying value of investments and subordinate debts and loans and advances as at March 31. 2025 is considered necessary.

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 chafge for such financial assistance granted to RHTPL in favour of NARCL and NARCL acting in its capacity as trustee of NARCL Trust

The statutory auditors of the Company have expressed qualified opinion on the standalone financial statements in respect of above as regards recoverable value of Company's investment (including subordinate debt) given to and loans & other receivables from RHTPL.

45 The Company has investments of INR 10 00 million and subordinate debts of INR 915 60 million and other receivables of INR 272.43 million as at March 31, 2025 in one of Its subsidiary namely Sadbhav Rudrapur Highway Limited (SRHL or concessionaire) which is engaged in construction, operation and maintenance of infrastructure project under concession agreement with National Highways Authorities of India (NHAI). There Is delay in approval of Estimates for Shifting of Utilities, delay in approval of the GAD of ROB from Railway Department and non-ava.lab.lity of land for Construction of ROBs. delay in approval of Change of Scope Works, delay due to Force Majeure Event of COVID-19, etc.

In this regards subsequent to discussions and deliberation with Authority, the Company has also invoked through Conciliation Committees of Independent Experts (CCIEs) to resolve the said issues. After the recommendation of CCIE committed and deliberate discussion with the SRHL. the NHAI has descope the balance EPC work and consider the completion of project with descopmg. in view of the pending final approval from NHAI and the uncertainty surrounding the successful execution of the proposed harmonious substitution, including fulfillment of the stipulated conditions precedent, no adjustments have been made to the carrying value of the Company's investments (including subordinate debts and receivables) in SRHL In these standalone financial statements for the year ended March 31. 2025

The Statutory Auditor of Company have expressed qualified opinion on standalone financial statements In respect of above regards the recoverable value of Company's investments (including subordinate debts and loans), trade and other receivable, given to SRHL for the year ended March 31, 2025

In order to resolve the Project related issue, the Concessionaire proposed to harmoniously substitute the Concessionaire with a new SPV to be incorporated by M/s RKC1PL-ARCPL (JV) in the interest of Project. During the year ended March 31, 2024, the NHAI vide its letter dated January 16, 2024. conveyed its "InPrinciple” approval for substitution of SRHL with a new special purpose vehicle to be incorporated by the Nominated Company subject to certain conditions through harmonious substitution and subject to final approval from the Authority ("Authority InPrmciple Approval"). The Authority has issued an In principal approval for such Harmonious Substitution with the terms and conditions stated therein

The Company has received advance of INR 20 Million from the prospective buyer against the said project However the final approval of NHAI is pending, Hence the said amount is included under "Other current financial liabilities" in standalone financial statements for the year ended March 31, 2025

46 In one of the subsidiary namely. Sadbhav Bangalore Highway Private Limited (SBGHPl), the lenders of the subsidiary Company. State Bank of India (SBI) and Bank of India (BOI) have filed a Case No. OA/422/2023 before the Hon'ble Debts Recovery Tribunal, Ahmedabad <DRT) against the Company and others for recovery of INR 1.112.SS Million being balance outstanding amount as defined in the Definitive Agreement dated 13 02.2023 under the provisions of the Debt Recovery Tribunal (Procedure) Rules, 1993 The Company and others have filed its written submission for challenging the petition filed before Hon’ble DRT. The said matter is sub-|udice before the Hon'ble DRT

The management believes that the claim is not tenable and consequently no provision Is required m respect thereof

47 The Company and Adam Road Transport Limited (ARTL) have executed Share Purchase Agreement (SPA) on August 16, 2021 (amended and restated on January 27. 2022), for sale of its equity shares of Maharashtra Border Check Post Network Limited (MBCPNl) a wholly owned subsidiary of the Company, out of which 49% shares have been acquired by ARTL during the year ended on March 31. 2022 The Remaining stake yet to be transferred to ARTL subject to fullflllment of Condition Precedent and on Receipt of Balance consideration

43 The Company has incurred substantial losses over period, and there is significant reduction in the income from operations These factors raise concern about Company's ability to continue as going concern. The management represents that the Company holds Investments In 2 Toll Road and 2 HAM assets. The liquidity position of the Company is improving on account of conclusion of stake sale/harmomous substitution of the Subsidiaries till the period ended March 31, 202S. Up to the date of approval of these financial statements, the Company has met all its obligations of payment of dues to the lender Further on the basis of cashflow projections considering monetisation of assets, realisation of claims and cost control measures, the Company will be able to repay oi settle its liabilities as and when they fall due. In view of this. In the opinion of the management the going concern assumption adopted in preparation of these standalone financial statements is appropriate

49 Some of the vendors have initiated legal proceeding against the Company for recovery of their dues. The Management contends that in these cases the amount payable in respect of goods and service availed from such vendors is adequately provided in the books of accounts. However the vendors have claimed additional amount on account of Interest etc which is contested by the Company and according to the management such claims are not tenable and does not require provision in books of accounts. Having regard to this the management believes that carrying amount of trade payables is fairly valued

SI The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log} facility and the same has operated throughout the year for all relevant transactions tecoided in the accounting software However, the audit trail feature is not available for certain direct changes to database Further no instance of audit trail feature being tampered with was noted in respect of the accounting software Additionally, the audit trail has been preserved by the Company as pei the statutory requirements for record retention except above

52 Other Regulatory requirements

(i| The Company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act. 1988 (45 of 1988) and the rules made thereunder No proceeding has been initiated or pending against the Company for holding any benami property under the 8enami Transactions (Prohibition) Act, 1988 (45 of 1988} and the rules made thereunder.

(li) The Company is not having any outstanding Term loan from Banks, hence the Company is not required to provide QIS to Banks on quarterly basis

(iir) As on March 31. 2025 there is no unutilised amounts in respect of any issue of securities and long term borrowings from banks and financial institutions The borrowed funds have been utilised for the specific

purpose for which the funds were raised.

(iv) The Company does not have any trasaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961}

(v) The Company has not traded or invested in crypto currency or virtual currency during the financial year

(vi) The Company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.

(vil) The Company has not advanced or loaned or Invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vili) The Company has no transaction and or outstanding balance as at March 31, 2025 with the companies struck off under Companies Act, 2013

(rx) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with the Companies (Restriction on number of Layers) Rules. 2017

(x) The Company Is not declared as wilful defaulter by any Bank or Financial Institution or Other lenders.

(xi) The Company has not received any fund from any person(s) or entity(ies). Including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

0) directly or indirectly lend or invest In other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

53 The Nomination and Remuneration Committee of the Board of Directors of the Company at Its meeting held on 12th August, 2024 approved Employee Stock Options to the eligible employees of the Company and its Subsidiary Companies and Molding Company under Sadbhav Infrastructure Project Limited Employee Stock Option Plan-2024 The said scheme was subsequently approved by the shareholders at the Annual General Meeting held on September 30, 2024 However, as at March 31. 2025, no stock options have been granted under the said Plan