a. The Company has granted interest bearing loans in the nature of loans aggregating INR 178.31 million (March 31, 2023: INR 58.91 million)(induding renewals on due dates) as at March 31, 2024 to its subsidiaries. The funds are advanced 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 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 current year, the Company has granted interest free loan to SUDHL, a subsidiary of the Company. The funds are advances based on 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 44.1 in 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.

b. 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. 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 on March 31, 2024 INR 2,163/- (March 31, 2023 INR 4,563/-) is below rounding off norms adopted by the Company.

c. Balances with banks include balance of INR 17.83 Million in FY 2023-24 (FY 2022-23 INR 6.34 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.

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 noncurrent borrowings (refer note 16). Interest on liability component is recognised using the effective interest method.

As on March 31, 2024

(a) 39,000 (March 31, 2023: 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) 16,000 (March 31, 2023: 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 noncurrent borrowings. Interest on liability component is recognised using the effective interest method.

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, 2023: INR 11.74 million) has not been recognised as deferred tax assets in the books as at reporting date.

(i) The carrying amount of financial assets and financial liabilities measured at amortised cost in the Standalone Financial Statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

(ii) The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

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.

The average future duration of the defined benefit plan obligation at the end of the reporting period is 6.33 years (March 31, 2023: 6.84 years).

D Other employee benefit:

Salaries, Wages and Bonus include INR 5.17 million (March 31, 2023: INR 1.74 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:

The Company has taken office space on operating lease on short term basis. There are no sub-leases and the leases which are cancellable in nature at any point of time by either of parties. There are no restrictions imposed under the lease arrangements. There are neither any contingent rent nor any escalation clause in the lease arrangements. The Company has applied the 'shortterm lease' recognition exemptions for above lease.

During the year, the Company has incurred expense relating to short-term leases (included in other expenses) INR 2.16 million (March 31, 2023: INR 4.32 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 toward provision of construction services.

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 2,729.43 Million as at March 31, 2024 (March 31, 2023: INR 4,228.90 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 is based on demand which carries interest of 11.00%.

5. 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.

6. 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) Income Tax Matters in dispute:

The Deputy commissioner of Income tax, Circle 1(1) has disallowed the expenditure for AY 2017-18. CIT(A) has passed the order and given the relief for disallowances of expenditure of INR 167.72 Million. The DCIT, filled appeal against the order of CIT(A) for AY 2017-18 for relief of disallowances of expenses of INR 167.72 Million. The Tax effect of the same is INR 61.12 Million and the matter is pending with Income Tax Appellate Tribunal, Ahmedabad.

(ii) Goods and Service Tax Matters in dispute:

a. The Deputy Commissioner of State Tax ( Maharashtra) has disallowed ITC Claimed for the tax period April 2018 to March 2019 amounting to INR 5.75 Million and issued a demand notice amounting to INR 14.94 Million dated October 04,2022 & 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 20.01 Million and issued a demand notice amounting to INR 59.95 Million dated April 24,2023 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 0.28 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 ( Telengana) has disallowed ITC Claimed for the tax period July 2017 to March 2018 amounting to INR 0.40 Million and issued a demand notice amounting to INR 0.40 million dated November 13,2021 u/s 73 of TGST 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.

(ii) Gautam Highway Solutions is a Proprietorship Firm providing services for carrying on Routine Services work of Rohtak Panipat 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.

(iii) 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 amount invloved is INR 28.69 Million towards Principal and 110.80 Million towards Interest.

(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 for INR 2,341.79 million (P.Y INR 3,829.42 million ) against the finance facility given by the banks to subsidiary companies

(i) Details of Loan given, investment made and guarantee given covered u/s 186 (4) of the Companies Act, 2013 Loans given and investment made are given under respective heads

Corporate guarantee given by the Company in respect of loans as at March 31, 2024 and March 31, 2023

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, 2024 and March 31, 2023.

(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 in 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 receivable.

Credit risk from balances with banks and financial institutions is 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 instructions as of March 31, 2024 is INR 215.91 million, March 31, 2023 is INR 49.25 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 meet its liabilities when due without 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.

The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments:

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 The Company and Adam Road Transport Limited (ARTL) 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 Company has received consideration of INR 3,575 million and it has recognised loss of INR 785.19 million in relation of transfer of 49% stake. Balance 50.63% shares held by the Company in MBCPNL will be transferred to ARTL in terms of SPA, subject to inter alia the satisfaction of the relevant conditions precedent and receipt of requisite regulatory approvals/ consents ("the Transaction"). Consequent to this agreement, the amount of 50.63% shares of MBCPNL alongwith the short term loan to MBCPNL amounting to INR 1,307.23 Million have been classified as Assets held for Sale in accordance with IND AS-105

- Non current Assets held for Sale and Discontinuing Operations.

42.2 The Company has investments of INR 309.03 million and subordinate debts of INR 1,040.97 million in one of its subsidiaries namely (SBGHPL or concessionaire)^ subsidiary Company which is engaged in construction, operation and maintenance of infrastructure project under concession agreement with National Highways Authorities of India (NHAI), the lenders of the subsidiary have notified to NHAI about exercise of their right of substitution of concessionaire in the month of January, 2022. Subsequently, the lenders have approved the anchor offer received from the Gawar Construction Limited in the month of October 2022 for the purpose of substitution of the Company, subject to execution of appropriate documentation for recording the terms and conditions relating to the proposed substitution of the Company. Consequently, the balances of SBGHPL in the books of the Company have been written off / impaired during the twelve months ended on March 31, 2023.

42.3 The Company has investments of INR 116.50 million and subordinate debts of INR 1240.51 million in one of its subsidiaries namely (SJRRPL or concessionaire)^ subsidiary Company 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 physical work progress due to delay in handing over the land from Authority (NHAI), delay in approval of Change of scope of work, nonfunding by the lenders and nationwide lockdown due to Covid-19. Further the NHAI in the month of January 2022 at the request of the Company has given in principal approval for harmonious substitution of the concessionaire i.e. SJRRPL subject to various terms and conditions .Pursuant to this, definitive agreement was entered into between Company, SJRRPL, Sadbhav Engineering Limited (The ultimate holding Company) and Gawar Construction Limited (GCL) as on June 28, 2022 for substitution of the SJRRPL with the new SPV to be nominated by GCL and also executed endorsement agreement between the SJRRPL and JRR Highways Private Limited (new concessionaire) dated July 13, 2022 with the approval of NHAI for implementation of the project by new concessionaire in substitution of the SJRRPL. 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 SJRRPL are transferred the new concessionaire in consideration of INR 520 Millions. Consequently, all the balances outstanding in the books of SJRRPL as at Sept 30, 2022 related to project are adjusted against the consideration receivable from the GCL.

Consequently, the following treatment related to the balances of SJRRPL in the books of the Company are given during the year ended on March 31, 2023.

- subordinate debts of INR 1,033.07 million (net of recovery of INR 17.56 million during the quarter ended on Sept 30, 2022) has been written off

- investment in equity share of SJRRPL of INR 116.50 millions has been provided for impairment loss.

42.4 Pursuant to Share Purchase and Subscription Agreement dated November 1, 2022 the Company has transferred its entire shareholding in Sadbhav PIMA Private Limited (Subsidiary Company) to Indinfravit Trust at an aggregate consideration of 11.50 millions. The profit on transfer of these shares amounting to INR 10.99 million is recognised as an exceptional item during the year ended on March 31, 2023. Consequently provision for Impairment in shares amounting to INR 0.50 millions made in earlier period is reversed during the quarter ended on Septemeber 30, 2022.

42.5 Pursuant to sale of entire share holding in Sadbhav Bhavnagar Highway Limited (SBHL) and Sadbhav Una Highway Limited (SUHL) to Kalthia Enginnering and Construction Limited at aggregate consideration of INR 1750 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 previous year ended March 31, 2023. Further all the balances outstanding relating to SBHL and SUHL in the books of the Company, have been written off / written back and net amount of INR 318.34 million is disclosed as exceptional item for the year ended March 31, 2024 in these Standalone Financial Statements.

42.6 The Company has investments of INR 10.00 million and subordinate debts of INR 784.21 million and other receivables of INR 366.97 million in one of its subsidiary namely Sadbhav Nainital Highway Limited (SNHL or Concessionaire). The National Highway Authority of India (NHAI) at the request of the Company vide its letter dated April 17, 2023, has approved harmonious substitution of concessionaire i.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 for 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 SNHL 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 is disclosed as as exceptional item in Standalone Financial Statements for the quarter and year ended March 31, 2024 respectively. Consequently, provision for impairment in carrying value of investment in shares of the SNHL amounting to INR 10 million has been made in these Standalone Financial Statements.

42.7 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 Standalone Financial Statements for the year ended March 31, 2024.

In view of this, provision for impairment in carrying value of investment in shares amounting to INR 0.50 million has been made.

42.8 The Company has investments of INR 257.99 million and subordinate debt of INR 813.83 million and other receivables of INR 185.31 million 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 for the year ended March 31, 2024 has written off and other balances (including loan given) amounting to INR 192.09 for the year ended March 31, 2024 has been written off and shown as exceptional items in these Standalone Financial Statements.

42.9 During the year, the Company has signed Memorandum of Understanding (MOU) with IndInfravit 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 disclosed as an exceptional item in the Standalone Financial Statements.

42.10The Company has investments of INR 1,011.57 million and subordinate debts of INR 1,247.51 million and other receivables of INR 3.57 million 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 "InPrinciple" 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 ("InPrinciple 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 item for the year ended March 31, 2024 in these Standalone Financial Statements.

43. The Company has investments of INR 217.74 million and subordinate debts of INR 4688.73 million, loans of INR 11.06 million and trade & other Receivables of INR 74.27 millions 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 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 regarding 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 19379.20 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 Covid19 .The NHAI had lodged its Counter Claims amounting to INR 6227.00 Million. The Company had submitted its reply on such counter claims The Arbitral proceedings for the same are currently ongoing.

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 Rs. 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

43. -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 Rs. 890.20 Million (amount inclusive of costs & interest pendente lite). 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, the value of award payable by NHAI to RPTPL as on 15.10.2023 works out to Rs. 121.19 Crores. NHAI has challenged the said award under Section 37 before Division Bench of Delhi High Court which is sub-judice.

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 Rs 203.40 Million was in favour of NHAI. The interest on delayed payment is awarded at 7.4% simple interest, as on 15/10/2023 works out to Rs. 247.90 Million. The dissenting note by the Minority of the Tribunal had stated to reject the claim of NHAI. The Company has challenged the said Award of Majority under Section 34 before the Delhi High Court, which is sub-judice.

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 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, 2024 is considered necessary.

The statutory auditors have expressed qualified opinion on 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, 2024 and March 31, 2023 .

44. The Company has investments of INR 107.68 million and subordinate debts of INR 2,893.42 million, loans of INR 39.95 million and other receivable of INR 7.73 million 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 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 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 regarding 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 19287.10 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 Covid19. The NHAI had lodged its Counter Claims amounting to Rs. 3665.80 Million. The Company had submitted its reply on such counter claims. The Arbitral proceedings for the same are currently going on.

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 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, 2024 is considered necessary.

The statutory auditors have expressed qualified opinion on 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 269.66 million and subordinate debts of INR 1346.39 million and other payables of INR 128.04 million 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 project work has been almost completed as on March 31, 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 "InPrinciple" 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. Since the conditions precedent to the harmonious substitution is in progress, no adjustment to the carrying value of investments have been made in these Standalone Financial Statements.

The statutory auditors of the Company have expressed qualified opinion on 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 SUDHL for the year ended March 31, 2024.

46. The Company has investments of INR 10.00 million and subordinate debts of INR 915.60 million and other receivables of INR 271.36 million 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-availability of land for Construction of ROBs, delay in approval of Change of Scope Works, delay due to Force Majeure Event of COVID-19, etc.

Even before approval Extension of Time and resolution of other issues, NHAI had sought and received bids for the balance EPC Works of the Project in September 2022. Accordingly, NHAI had accepted bids and appointed M/s KCC Buildcon (P) Ltd. - HRY Kundu Buildtech (P) Ltd. (JV) as an EPC Contractor for balance Engineering, Procurement, and Construction (EPC) works in December 2022. Although, there was no provision in the Concession Agreement to award such balance construction works to any other agency by NHAI directly, the Concessionaire didn't object to such appointment by NHAI in the interest of completing the Project and as this was also discussed during the Project Review Meetings in August 2022. Therefore, the treatment of such appointment for EPC Contractor by NHAI under Concession Agreement was to be mutually agreed between Concessionaire and the Authority.

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 RKCIPL-ARCPL (JV) in the interest of Project. During the quarter ended March 31, 2024, the NHAI vide its letter dt 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 InPrinciple Approval"). The Authority has issued an in-principal approval for such Harmonious Substitution with the terms and conditions stated therein.

Subsequent to discussions and deliberation with Authority, the Company has also invoked through Conciliation Committees of Independent Experts (CCIEs) to resolve the said issues and the conditions precedent to the harmonious substitution is in progress, no adjustment to the carrying value of investments have been made in these Standalone Financial Statements.

The Statutory Auditor of the 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, 2024

47. In one of the subsidiary name, 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 1,112.55 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-judice before the Hon'ble DRT.

The management believes that the claim is not tenable and consequently no provision is required in respect of this.

48. 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 in 5 of the SPV's during the year ended March 31, 2024. Up to the date of approval of these Standalone Financial Statements, the Company has met all its obligations of payment of dues to the lenders. 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 or 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.

51. 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 recorded 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.

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 Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) 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.

(iii) As on March 31, 2024 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.

(vii) 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

(viii) The Company has no transaction and or outstanding balance as at 31st March, 2024 with the companies struck off under Companies Act, 2013.

(ix) 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

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

54. Previous year comparatives:

Previous year figures have been regrouped/rearranged wherever necessary, to facilitate comparability with current year's classification.