To,

The Members,

The Directors have the pleasure in presenting the Thirty Fifth Annual Report together with the audited financial statement for the financial year ended on March 31, 2024.

Financial Results

The Company's financial performance for the Year ended on March 31, 2024 is summarized below:

Dividend:

In view of losses incurred, your directors do not recommend any dividend for the financial year ended on 31st March, 2024. Dividend Distribution Policy:

Securities and Exchange Board of India ('SEBI'), by its notification dated 8th July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), introducing new Regulation 43A and further amended the same on 5th May, 2021 mandating the top 1000 listed entities, based on market capitalization calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same on the website of the listed entity and a web-link shall also be provided in their annual reports.

The Company has adopted a Dividend Distribution Policy on August 20, 2016, which is available on the website of the Company at the link: https://www.sadbhavene.com/wp-content/uploads/2018/02/Dividend Distribution Policy SEL.pdf. There has been no change to the policy during the year.

Business Overview Standalone Basis

The total revenue during the year under review was Rs. 1077.46 Crores against Rs. 1054.16 Crores for the previous year.

Profit (Loss) before Finance Cost, Depreciation & amortization Expense and Tax Expense for the current year is Rs.(51.76) Crores against Rs. (109.57) Crores in previous year. Net Profit (Loss) after tax amounted to Rs. (264.66) Crores against Rs. (346.48) Crores in previous year.

Consolidated Basis

As per the Consolidated Financial Statements, the Total Income of the Company, operating profit (PBDIT), and net loss for the year were Rs. 2067.15 Crores, Rs. 225.21 Crores and (Rs. 779.87 Crores) respectively.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 0.28 lakhs to the Investor Education and Protection fund established by the Central Government during the financial year 2023-24, in compliance with Section 124 of the Companies Act, 2013. The said amount represents unclaimed dividend amount for the financial year 2015-16 which were lying with the Company for a period of 7 years from their due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividend for the financial year 2015-16.

Reserves

The Board of Directors of the Company has decided not to transfer any amount into General Reserve for the financial year ended on March 31, 2024.

Change in the Nature of Business, if any

There are no changes in the nature of business during the year.

Material changes and commitments affecting financial position between end of the financial year and date of report.

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report. Information regarding potential impact of COVID-19 pandemic on your Company's business operations and financial position are provided as part of the MD&A Report.

Share Capital

During the year, there was no change in total equity share capital of Rs. 17,15,70,800/- (Face Value of Re. 1/- each). During the year under review, Company has not allotted any shares without differential voting rights. During the year under review, the Company has not granted any stock options or sweat equity. The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

Debentures

During the year 2023-2024 and up to the approval of Director's Report, the Company has redeemed Non-Convertible Debentures (NCDs) of Rs. 45 Crores Non-Convertible Debentures (NCDs) on 22-06-2023 for ISIN INE226H07098.

The aggregate Outstanding Principal amounts of Non-Convertible Debentures was Rs.55.82 crores as on 31st March, 2024.

Credit Rating

a) India Rating has assigned 'IND D (Issuer Not Operating)/IND D' (Issuer Not Operating) to fund based facility, Non fund facility and IND D(Issuer not cooperating) to term loan of the company.

Subsidiaries, Joint Ventures and Associates Companies

During the year, No Companies has become/ceased to be company's subsidiaries, joint ventures or associate company.

However, Company have transferred 100% stake of the equity shares to Sadbhav Bhavnagar Highway Limited and Sadbhav UNA Highway Limited in June, 2023 and Pursuant to the binding terms, w.e.f. 1st April, 2023, for operational conveniences, the physical possession including control of the site of the SBHL has been handed over to the Purchaser.

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies is attached as an Annexure No.6 of Annual Report in Form AOC- 1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Indian Accounting Standard (Ind AS)-33 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 20232024.

Board of Directors and Retirement by Rotation

Mr. Jatin Thakkar, is the director liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment. The board recommends his reappointment.

Declaration from Independent Directors of the Company

The terms and conditions of appointment of Independent Directors are in accordance with the applicable Regulations of the SEBI (Listing Obligations and Disclosure Regulations) Regulations, 2015 and also as per the provisions of the Companies Act, 2013 (Act) read with Schedule IV to the Act.

Your Company has received declaration from all the independent Directors of the Company as required under Sec. 149(7) confirming that they meet with the criteria of independence provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Change in Directors and KMPs

During the year 2023-24 and upto the approval of Director's Report following changes made in Director and KMPs.

1. Mrs. Anjali Choksi (DIN: 08074336), Independent Director of the Company resigned w.e.f. 18.01.2024

2. Mr. Dwigesh Joshi, Chief Financial Officer (CFO) of the company Resigned w.e.f. 08.04.2024

3. Mr. Dwigesh Joshi (DIN: 09733282), Executive Director of the company Resigned w.e.f. 08.04.2024

4. Mrs. Shefali Patel (DIN: 07235872) has been appointed as an independent director of the company in the Non-Executive Woman Independent Director of the company w.e.f. 06.07.2024

5. Mr. Ambalal Patel (DIN: 00037870) has been appointed as an independent director in the category of the Non-Executive Independent Director of the company w.e.f. 31.07.2024

6. Mr. Sandip Patel (DIN: 00449028), Independent director of the company resigned w.e.f. 31.07.2024

Evaluation of Board Performance

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. At the Board Meeting that followed the above-mentioned meeting of the Independent Directors, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. More details on the same are given in the Corporate Governance Report.

Audit Committee

The Audit Committee comprises Directors namely Mrs. Shefali Patel (Chairman), Dr. Tarang Desai, Mr. Jatin Thakkar. The composition of the Audit Committee is in compliance with the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee comprises Directors namely Mr. Jatin Thakkar (Chairman), Mr. Shashin V. Patel, and Dr. Tarang Desai. The composition of the Stakeholder Relationship Committee is in compliance with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

Risk Management Committee

Board constitute Risk Management Committee comprises Directors namely Mr. Shashin V. Patel (Chairman), Mrs. Shefali Patel and Mr. Jatin Thakkar. More details on the same are given in the Corporate Governance Report.

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee. Although not mandatory, as a measure of good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Company's performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Company's overall risk exposure and reviews the Risk Management Policy and structure.

Committees of Board

Details of various committees constituted by the Board of Directors along with dates of meetings and attendance of members of committees as per provisions of the Listing Regulations and Companies Act, 2013 are given in the Corporate Governance Report and forms part of this report.

As on date, the Nomination and Remuneration Committee comprises Directors namely Dr. Tarang Desai (Chairperson), Mr. Jatin Thakkar, and Mrs. Shefali Patel

As on date, the Corporate Social Responsibility Committee comprises Directors namely Mr. Shashin V. Patel (Chairman), Mr. Jatin Thakkar and Dr. Tarang Desai.

As on date, the Finance and Investment Committee comprises Directors namely Mr. Shashin V. Patel (Chairman), Mr. Jatin Thakkar and Mr. Ambalal Patel

Independent Director's Meeting

The Independent Directors met on 9th February ,2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Director and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thunder and no complaint has been received on sexual harassment during the financial year 2023-24. Further Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

Nomination and Remuneration Policy

The policy on Director 's appointment and remuneration including criteria for determining qualifications, positive attribu tes, independence of Director, and also remuneration for Key Managerial Personnel and other employees has been provided under Corporate Governance Report. The weblink for the same is https://www.sadbhaveng.com/wp-content/uploads/2018/02/ REMUNERATION-POLICY.pdf

Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The details of the said Policy is explained in the Corporate Governance Report and also posted on the website of the Company. The weblink for the same is https://www.sadbhavene.com/wp-content/uploads/2018/02/Whistle Blower Policy-1.pdf

Development and implementation of Risk Management Policy

In accordance with the Regulation 17 of SEBI (LODR) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy.

Board of Directors of the Company has identified the risks in two categories i.e. (1) Internal and Business Risk and (2) External Risk. The Management has also envisaged the minimization procedure and its perception in respect of each identified risk.

Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

Meetings of Board

During the year, Five (5) Board Meetings were held on May 27, 2023, August 14, 2023, November 9, 2023, December 27, 2023, and February 9, 2024. The details of attendance of Directors is mentioned in Corporate Governance Report which forms part of this report

Directors' Responsibility Statement

Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures from the same;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the company and that the financial controls are adequate and are operating effectively; and

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors

Statutory Auditor of the company is M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmedabad (Firm Registration No. 106041W/ W100136).

M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Registration Number: 106041W/W100136), Statutory Auditors of the Company to hold office for the first term of five years from the conclusion of the Thirty First (31st) Annual General Meeting held on September, 29, 2020 until the conclusion of the Thirty Sixth (36th) Annual General Meeting of the Company to be held in the year 2025.

Qualifications, reservations or adverse remarks made by Statutory Auditors in their report for the Financial Year ended on March 31, 2024 are given in the Standalone and Consolidated Independent Auditor's Report.

Explanation or Comments on Qualifications, Reservations or Adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports

The Statutory Auditors' Report contain following qualification on Standalone and Consolidated Results.

Reply of Directors with respect to qualifications /observations raised by Statutory Auditor's Report:

Details of Audit Qualification (Standalone):

Qualification 1:

We draw attention to Note 47 to the accompanying Standalone Financial Results with respect to termination of concession agreement by Rohtak Panipat Tollway Private Limited (RPTPL) -a step-down subsidiary of the Company. As at March 31, 2024, the aggregate amount of Rs 14881.02 is outstanding towards loan and reimbursement of expenses as receivable from the said step down subsidiary. RPTPL has issued notice of termination of concession agreement to National Highway Authority of India (NHAI) on account of Force Majeure Event as per Concession Agreement. As explained in the said note, the Company has carried out impairment assessment of outstanding amount due from RPTPL duly considering the expected payment arising out of aforesaid termination and other claims filed with NHAI and based on the above assessment, management has concluded that no impairment / adjustment to the carrying value of the loan, and other receivables balance from RPTPL is necessary as at March 31, 2024.

However, we have not been able to corroborate the management's contention of realizing the carrying value of loan, and other receivables aggregating to Rs. 14,865.37 Lakhs as on the reporting date, related to the said step-down subsidiary.

Accordingly, we are unable to comment on appropriateness of the carrying value of such loan and other receivable and the consequential impact on the standalone financial position and standalone financial result of the Company as at reporting date and for the quarter and year ended on March 31, 2024.

Reply to qualification 1:

The Company has outstanding loan and other receivable aggregating to of Rs. 14881.02 lakhs given to Rohtak Panipat Tollway Private Limited (RPTPL), a step-down subsidiary company which is engaged in construction, operation and maintenance of road projects under concession agreement with National Highways Authorities of India (NHAI). The net worth of RPTPL has fully eroded. RPTPL has issued the termination notice on July 27, 2021, to NHAI by exercising the criteria of "Event of Defaults" under the concession agreement.

In this regard the management of RPTPL has lodged total claims aggregating to Rs. 3,95,784.40 Lakhs relating to termination payments, O&M cost due to force majeure, Covid claim & demonetization etc. In respect of such claims, RPTPL has given notice invoking arbitration vide letter dated March 27, 2023

In respect of Arbitration Claim of Rs. 222057.40 lakhs for competing road, the award by Majority is passed on May 30, 2023 against the RPTPL. The RPTPL has filed the application under section 34 of the Arbitration and Conciliation Act, 1996 before the Honourable Delhi High Court. Further with respect to the balance claim of Rs. 173727.00 lakhs, the arbitration proceeding is pending before the Arbitration Tribunal.

Considering the management assessment of probability and tenability of receiving above claims from NHAI as per the terms of concession agreement, which is backed by legal opinion and pendency of the matter before Honourable Delhi high Court, the management has assessed that there is no impairment in the value of loan given to RPTPL and consequently no revision/adjustment to the carrying value of loan and other receivable as at March 31, 202 is considered necessary.

The statutory auditors have expressed qualified opinion on financial statements for the year ended March 31, 2024 and financial results for the quarter ended June 30, 2023, September 30, 2023 and December 31, 2023 in respect of above as regards recoverable value of Company's outstanding loan given to RPTPL.

Qualification 2:

We draw attention to Note 48 to the accompanying Standalone Financial Results regarding impairment assessment of investment of Rs 52,768.91 Lakhs, stated at cost and outstanding loan of Rs 23648.53 lakhs as at March 31, 2024 to one of the subsidiary, Sadbhav Infrastructure Project Limited. It is noted that the subsidiary's consolidated net worth as at March 31, 2024, is substantially eroded. Management asserts that the investment and loan outstanding are fully recoverable, based on factors outlined in the said note.

However, we are unable to obtain sufficient appropriate audit evidence to substantiate the significant judgement and estimates made by management regarding the underlying assumptions adopted by the management for impairment assessment. Consequently, we are unable to provide a conclusive comment on the adjustments, if any, necessary to the carrying value of the said investment and loan and the consequential impact, if any, on the standalone financial position and standalone financial result of the Company as at reporting date and for the quarter and year ended on March 31, 2024.

Reply to Qualification 2:

The Company has investment in equity shares of Sadbhav Infrastructure Project Limited (SIPL) and loan given to SIPL, the amount of which is Rs. 79388.41 lakhs as on March 31, 2024. As per the consolidated financial statements of the Sadbhav Infrastructure Project Limited (SIPL) and its subsidiaries, there is negative net worth of the Group of SIPL and its subsidiaries.

The management has carried out impairment assesment of these assets as on March 31,2024 considering the projected cash flow from revenue of operating SPV's, sale of HAM assets and realization of GST claims. Based on the assessment it is concluded recoverable amounts of these assets are more than the earring. Hence no impairment is required to the carrying value of investment in equity shares and loan to SIPL as on March 31,2024.

The Statutory Auditors' Report contain following qualification on Standalone financial statements on the basis of Report on the Internal Financial Controls:

Qualification 1 :

The Company's internal financial control system towards estimating the carrying value of investment, loan and other dues receivables in the step down subsidiary company and subsidiary company as explained in Note 47 and Note 48 respectively to the standalone financial statements were not operating effectively which could potentially lead to not providing adjustments, if any, that may be required to the carrying values of loan and other dues recoverable from such step down subsidiary as well as carrying value of investment in a subsidiary and its consequential impact on the earnings, other equity and related disclosures in the standalone financial statements.

Reply to Qualification 1:

The Company has outstanding loan and other receivable aggregating to of Rs. 14881.02 lakhs given to Rohtak Panipat Tollway Private Limited (RPTPL), a step-down subsidiary company which is engaged in construction, operation and maintenance of road projects under concession agreement with National Highways Authorities of India (NHAI). The net worth of RPTPL has fully eroded. RPTPL has issued the termination notice on July 27, 2021, to NHAI by exercising the criteria of "Event of Defaults" under the concession agreement.

In this regard the management of RPTPL has lodged total claims aggregating to Rs. 3,95,784.40 Lakhs relating to termination payments, O&M cost due to force majeure, Covid claim & demonetization etc. In respect of such claims, RPTPL has given notice invoking arbitration vide letter dated March 27, 2023

In respect of Arbitration Claim of Rs. 222057.40 lakhs for competing road, the award b Majority is passed on May 30, 2023 against the RPTPL. The RPTPL has filed the application under section 34 of the Arbitration and Conciliation Act, 1996 before the Honourable Delhi High Court. Further with respect to the balance claim of Rs. 173727.00 lakhs, the arbitration proceeding is pending before the Arbitration Tribunal.

Considering the management assessment of probability and tenability of receiving above claims from NHAI as per the terms of concession agreement, which is backed by legal opinion and pendency of the matter before Honourable Delhi high Court, the management has assessed that there is no impairment in the value of loan given to RPTPL and consequently no revision/adjustment to the carrying value of loan and other receivable as at March 31, 202 is considered necessary.

The statutory auditors have expressed qualified opinion on financial statements for the year ended March 31, 2024 and financial results for the quarter ended June 30, 2023, September 30, 2023 and December 31, 2023 in respect of above as regards recoverable value of Company's outstanding loan given to RPTPL.

Qualification 2:

There was weakness in operating effectiveness over system of creation and issuance of purchase order, goods receipt note, accounting of consumption and processing of invoices which could result into possible adjustments of transactions / balances.

Reply to Qualification 2:

The company has adequate system of creation and issuance of purchase order, goods receipt note, accounting of consumption and processing. In few cases due to man power resource constraint there were some delay on few occasion in creation and issuance of purchase order, goods receipt note, accounting of consumption and processing of invoices. However, company has proper system of maker checker for processing of PO, GRN and consumption and No GRN and consumption will take place without creation of purchase order. Further management is taking steps to ensure that system operate effectively so that such instances do not occur. On the basis of above there were no material misstatement due to the weakness in operating effectiveness over system of creation and issuance of purchase order, goods receipt note, accounting of consumption and processing of invoices.

Qualification 3:

In our opinion, the Company's system for processing of journal entries into accounting software does not have maker checker system which could result into possible effect to the processing of transactions and its consequential effect on balances.

Reply to Qualification 3:

The company has adequate system of manual approval of processing of journal entries in accounting software and journal entries are also verified by the internal auditor. Company are in process of incorporating the maker checker process in accounting software for processing of journal entries.

It may be noted that there were no material misstatements of account balances due to the weakness in system for processing of journal entries in accounting software due to absence of maker checker system.

Details of Audit Qualification (Consolidated):

The Statutory Auditors have provided following qualification in their audit report -

1. As detailed in Note Nos. 4 & 5 to the accompanying Consolidated Financial Results, with respect to Rohtak Panipat Tollway Private Limited (RPTPL} and Rohtak Hisar Tollway Private Limited (RHTPL}, step down subsidiaries of the Group in which interest on rupee term loan from banks and financial institutions have not been accounted considering the fact that both subsidiaries have issued termination notices and lenders of both step down subsidiaries have classified all the secured borrowings as nonperforming assets. This has resulted in the understatement of finance cost and the related interest liability and corresponding understatement of losses, amount of which is unascertained.

The auditors of RPTPL and RHTPL have expressed qualified opinion on the financial statements of RPTPL and RHTPL for the year ended March 31, 2024

2. As detailed in Note No 10 to the accompanying consolidated financial results, with reference to request of the Sadbhav Udaipur Highway Limited (SUDHL}, a step-down subsidiary company of the Group for harmonious substitution of the SUDHL as a concessionaire of the project. As mentioned in the said note, no adjustment to the carrying value of assets and liabilities have been made in these financial statements of SUDHL. Owing to the uncertainty of outcome of harmonious substitution proceedings and lack of other alternate audit evidence we are unable to comment about adjustment that may be required to the carrying value of Assets and liabilities and their consequential impact on the financial position of the Group as on March 31, 2024.

We have expressed qualified opinion on the Financial statements of SUDHL for the year ended and as at March 31, 2024

3. As detailed in Note No 15 to the accompanying statement, tax credits amounting to Rs 16133.10 lakhs are included in the consolidated Balance sheet under the Other Current Assets in respect of following step down subsidiaries.

The management is confident about the utilization of the credit as mentioned in Note no 15 of the financial statements.

However, at present the Company does not have any business activity nor are we informed about the management plan for taking up other activity. In view of this, we are unable to comment about the utilization of tax credits in foreseeable future.

In respect of SVHL, SKEPL and SBGHPL we have qualified our audit opinion on financial statements for the year ended March 31 ,2024and auditors of SJRRPL and SNHL have qualified their audit opinion on financial state ~ those companies for the year ended March 31,2024

Reply of Directors with respect to qualifications /observations raised by Statutory Auditor's Report:

Reply to qualification 1

One of the step down subsidiary of the Group namely Rohtak Panipat Tollways Private Limited (RPTPL) has issued the termination notice on July 27, 2021, to National Highway Authority of India (NHAI) by exercising the criteria of "Event of Defaults" under the concession agreement. Since the project of the RPTPL has been terminated, the management of RPTPL is of the view that going concern assumption for preparation of accounts is not appropriate and accounts have been drawn accordingly on non-going concern basis. The management of RPTPL has lodged a total claim amounting to Rs. 193792.00 lakhs 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 Covid 19. 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. 85098.00 lakhs. 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 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. 8902.00 lakhs (amount inclusive of costs & interest pendente lite). This Award was challenged by NHAI under Section 34 before the Delhi High Court. As per Delhi High Court Judgment dated 16.02.2023, the amount of award payable by NHAI to RPTPL as on 15.10.2023 works out to Rs. 1211.90 lakhs. NHAI has challenged the said award under Section 37 before Division Bench of Delhi High Court which is sub-judice.

NHAI had claimed on RPTPL on account of negative FRL which was referred to Arbitration. The Majority Award on 31.10.2020 by Tribunal was in favour of NHAI amounting to Rs. 2034.00 lakhs. The interest on delayed payment is awarded at 7 .4% simple interest, as on 15/10/2023 works out to Rs. 2479.00 lakhs. The dissenting note by the Minority of the Tribunal had stated to reject the claim of NHAI. The Company has challenged the said Majority Award under Section 34 before the Delhi High Court, which is sub-judice.

During the quarter ended on March 31, 2023, RPTPL has reversed interest of Rs. 10269.40 lakhs provided during the earlier period considering the fact that the project of RPTPL has been terminated and lenders have classified loans as Non Performing Assets.

During the year ended March 31,2024, RPTPL has not accounted for interest on Rupee Term Loan from banks and financial institutions as well as loan from group Company since the lenders of RPTPL have classified borrowing as Non Performing Asset and financial statements of RPTPL are prepared on non going concern basis, for which the statutory auditors of stepdown subsidiary company have expressed qualified opinion on the financial statements in this regards.

One of the stepdown subsidiary of the group namely Rohtak-Hissar Tollways Private Limited (RHTPL) has issued the termination notice on August 27, 2021, to NHAI by exercising the criteria of "Event of Defaults" under the concession agreement. Since the project of the Company has been terminated, the management of RHTPL is of the view that going concern assumptipn for preparation of accounts is not appropriate and accounts have been drawn accordingly on non-going concern basis.

In this regard the management of RHTPL has lodged total claim amounting to Rs. 192871.00 lakhs 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 Covid-19. NHAI has lodged its Counter Claims amounting to Rs. 36658.00 lakhs. RHTPL has submitted its reply on such counter claims. The arbitral Proceedings for the same are currently ongoing.

During the quarter ended on March 31, 2023, RHTPL has reversed interest of Rs. 12280.90 lakhs provided during the earlier period considering the fact that the project of RHTPL has been terminated and lenders have classified loans as Non-Performing Assets (NPA)

During the year ended March 31, 2024, RHTPL has not accounted for interest on Rupee Term Loan from banks and financial institutions as well as loan from group Company since the lenders of RHTPL has classified borrowing as NPA and financial statements are prepared on non-going concern basis, for which the statutory auditors of stepdown subsidiary Company have expressed qualified opinion on the financial statements in this regard.

Reply to qualification 2:

In case of Sadbhav Udaipur Highway Limited (SUDHL) step down subsidiary of the group, the project work has been almost completed as on December 31, 2023.

However, SUDHL has requested the NHAI & its 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 to give its consent for allowing harmonious substitution of the company.

The NHAI vide its letter dt December 27, 2023, conveyed its "In Principle" approval for substitution of SUDHL 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 NHAI ("In Principle Approval"). Since the conditions precedent to the harmonious substitution are under compliance, no adjustments to the carrying value of assets and liabilities related to this project have been made in these financial results. Our opinion on financial statements of SUDHL for the year ended March 31,2024 is qualified in this regard.

Reply to qualification 3:

GST tax credit receivables amounting to Rs. 16133.10 lakhs are included in the consolidate Balance sheet under the head Other Current Assets as at March 31, 2024 in respect of following stepdown subsidiaries. Presently, the respective subsidiary companies does not carry out any business activity. However, the management of the Group is evaluating various option for utilizing above mention tax credits and is confident about the utilization of the credit. The statutory auditors of respective subsidiary Company have expressed qualified opinion on the financial statements for the year ended March 31, 2024 vide their independent audit report dated as mentioned below.

The Statutory Auditors' Report contain following qualification on Consolidated financial statements on the basis of Report on the Internal Financial Controls:

Qualification 1: There was weakness in operating effectiveness over system of creation and issuance of purchase order, goods receipt note, accounting of consumption and processing of invoices of the Holding Company which could result into possible adjustments of transactions / balances.

Reply to Qualification 1: The Holding Company has adequate system of creation and issuance of purchase order, goods receipt note, accounting of consumption and processing. In few cases due to man power resource constraint there were some delay on few occasion in creation and issuance of purchase order, goods receipt note, accounting of consumption and processing of invoices. However, Holding Company has proper system of maker checker for processing of PO, GRN and consumption and No GRN and consumption will take place without creation of purchase order. Further management is taking steps to ensure that system operate effectively so that such instances do not occur. On the basis of above there were no material misstatement due to the weakness in operating effectiveness over system of creation and issuance of purchase order, goods receipt note, accounting of consumption and processing of invoices.

Qualification 2: In our opinion, the Holding Company's and based on the report of other auditors of subsidiaries/step down subsidiary companies, system for processing of journal entries into accounting software does not have maker checker system which could result into possible effect to the processing of transactions and its consequential effect on balances.

Reply to Qualification 2: The Holding Company has adequate system of manual approval of processing of journal entries in accounting software and journal entries are also verified by the internal auditor. Holding Company are in process of incorporating the maker checker process in accounting software for processing of journal entries.

It may be noted that there were no material misstatements of account balances due to the weakness in system for processing of journal entries in accounting software due to absence of maker checker system.

Qualification 3: The Group's internal financial control system towards estimating the carrying value of assets and liabilities of step down subsidiary companies as explained in Note 65 and Note 70 to the consolidated financial statements were not operating effectively which could potentially lead to non adjustments, if any, that may be required to the carrying values of assets and liabilities of step down subsidiary and its consequential impact on financial performance and financial position in the Consolidated Financial Statements.

Reply to Qualification 3: Company has adequate system for balance confirmation of trade payable and receivables. The Company is reconciling the outstanding balance of trade payables and receivables on regular intervals. The Company has an internal audit system which is commensurate with the size and nature of its business and there is no weakness in recognition of income and expenses. Further as part of internal audit scope such balances are also reviewed by them and hence possibility of misstatement is not there.

The company has adequate system of manual approval of processing of journal entries in accounting software and journal entries are also verified by the internal auditor. The Company has an internal audit system which is commensurate with the size and nature of its business Company are in process of incorporating the maker checker process in accounting software for processing of journal entries.

It may be noted that there were no material misstatements due to the weakness in system for processing of journal entries in accounting software due to absence of maker checker system.

Qualification 4: In Respect of Sadbhav Infrastructure Project Limited (SIPL), one of the subsidiary Company, based on the report of their statutory auditor, internal processes with regards to the confirmation and reconciliation of trade payables, trade receivables, other incidental balances pertaining to the said trade payables and trade receivables are not operating effectively which could have consequential effect on balances.

Reply to Qualification 4: SIPL, one of the subsidiary company's has adequate system of manual approval of processing of journal entries in accounting software and journal entries are also verified by the internal auditor. The SIPL has an internal audit system which is commensurate with the size and nature of its business. SIPL are in process of incorporating the maker checker process in accounting software for processing of journal entries.

It may be noted that there were no material misstatements due to the weakness in system for processing of journal entries in accounting software due to absence of maker checker system.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed M/s. Ravi Kapoor and Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as 'Annexure 1' to this Report. The adverse remarks by Secretarial auditor and management reply are given below

Secretarial Audit Report contains following observations and Board of Directors of the Company submitted responses for the same as follows.

1. Pursuant to Regulation 60(2) of SEBI LODR Regulations, Intimation to Stock Exchange as required by the listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the stock exchange(s) may agree to or require specifying the purpose of the record date. However, The listed entity shall give notice in advance of at least seven working days to the recognised stock exchange(s) of the record date was not observed by the Company.

2. Pursuant to Section 405 of the Companies Act, 2013 the Central Government made it necessary for all the "Specified Companies" to furnish the Form MSME-1, Half Yearly return about the payment to micro and small enterprise suppliers. However, the Company has not filed the said form for the period ended on 30th September, 2023 and on 31st March, 2024 respectively with Ministry of Corporate Affairs and to that extent not complied with the provisions of the Act.

3. Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019, the Company was required to make disclosure with the Stock Exchange(s) with respect to default in payment of interest/repayment of principle amount on loans from Banks/Financial Institutions. However, Information with respect to payment of interest/repayment of principle amount on loans from Banks/Financial Institutions, including delay made if any, is not available and accordingly we are not in a position to identify the deviation, if any on Compliance of SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019.

Reply of Directors with respect to qualifications / Observations raised by Secretarial Auditors are as under:

1. Reply to qualification No. 1: The Company will endeavor to avoid such non-compliance in future.

2. Reply to qualification No. 2: Due to Unavailability of required information from the MSME Vendors, Company was not able to file the Half yearly return of MSME-1 during the year with the Ministry of Corporate Affairs. No Vendor has declared that they have registered with MSME.

3. Reply to qualification No. 3: This matter is strictly confidential & being reported by the Internal Auditor to the Board of Directors but all the issues are merely operational and not having any material adverse impact on the company.

Cost Auditors

The Board had, on the recommendation of the Audit Committee, appointed M/s Rajendra Patel & Associates, Cost Accountants, Ahmedabad to audit the cost records of the Company for the financial year 2023-2024 will on a remuneration of Rs. 75,000/-p.a. The Cost Audit Report for the year 2023-2024 will be filed before the due date with the Ministry of Corporate Affairs. As required under the Act and Rules made thereunder, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution seeking ratification by members for the remuneration payable to M/s. Rajendra Patel & Associates is included at Item No. 3 of the Notice convening 35th Annual General Meeting.

Compliance with Secretarial Standards

The Company is in compliance with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

Corporate Governance

As per Regulation 27 of SEBI (LODR) Regulations, 2015, a separate section on Corporate governance practices followed by the Company, together with a certificate from M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad, confirming compliance conditions of Corporate Governance forms an integral part of this Report.

Management Discussion and Analysis (MDA)

MDA, for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 with the Stock Exchanges is presented in a separate section, which forms a part of the Annual Report.

Corporate Social Responsibility

The Annual Report on CSR activities is annexed as Annexure-2 to this Report. The CSR policy is available on the https://www.sadbhaveng.com/wp-content/uploads/2021/09/Corporate-Social-Responsibilitv-Policv.pdf

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as 'Annexure-3' which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure 4' which forms part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company. However, details of Foreign Exchange Earnings and Outgo are mentioned below:

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 (except sub-section) of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities. The details of investment made during the year under review are disclosed in the financial statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Particulars of contract / arrangement / transaction entered into by the Company with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions forms integral part of this report in form AOC-2 as per 'Annexure -5 '.

The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015 submits disclosures of related party transactions on a consolidated basis for the half yearly period upto March 31, 2024, in the format specified in the relevant accounting standards for annual results to the stock exchanges. The said disclosures can be accessed on the website of the Company at www.sadbhaveng.com.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.sadbhavene.com/wp-content/uploads/2021/09/RELATED-PARTY- TRANSACTION-POLICY.pdf Your Directors draw attention of the members to notes no. 46 to the Standalone Financial Statements which sets out related party disclosures.

Annual Return

Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, Company has placed Annual Return in Form MGT-7 for the financial year ended on March 31, 2024 on the website of the Company at www. sadbhaveng. com and the same can be addressed at weblink

https://www.sadbhaveng.eom/investors/#agm-egm-documents

Internal Financial Controls

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to section 134[5][e] of the Act. For the year ended on March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Company's operations.

Business Responsibility and Sustainability Reporting

As our Company does not fall in one thousand listed entities based on market capitalization as on 31st March, 2024, therefore, Business Responsibility and Sustainability Reporting does not applicable to our company.

Fixed Deposit

During the year under review, your Company has not accepted any fixed deposits from the public Pursuant to Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on 31st March, 2024, there were no deposits which were unpaid or unclaimed and due for repayment.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures or fair disclosure of unpublished price sensitive information which has been made available on the Company's website at www.sadbhavene.com.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and upto the approval of directors report alongwith their status.

Insolvency Proceedings to which Company is/was Respondent mentioned below:

The Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof Not Applicable during the year under review

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any commission from the Company and not disqualified from receiving any remuneration or commission from any of subsidiaries of the Company.

5. All properties and insurable interests of the company to the extent required have been adequately insured.

6. No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's future operations.

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgments

Your Directors place on record their gratitude to the Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchanges Board of India, Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, supplier, sub-contractors, business associates and employees in ensuring an excellent all around operational performance.