అకౌంట్స్ గమనికలుSadbhav Infrastructure Project Ltd.

Mar 31, 2025

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

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

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

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

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

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

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

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

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

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

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

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

reporting period

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

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

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

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

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

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

(b) Terms/rights attached to equity shares:

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

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

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

Note -1

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

As on March 31, 2025

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

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

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

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

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

(D) liability Component of Compound Financial Instrument:

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

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

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

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

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

B Defined benefit plans - Gratuity benefit plan:

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

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

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

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

D Other employee benefit:

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

32 Segment Reporting

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

33 Leases:

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

34.4 Performance obligation

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

a. Construction services

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

b. Operation and maintenances and project management services

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

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

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

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

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

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

36 Contingent liabilities and commitments I Contingent liabilities

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

II Guarantees

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

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

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

40 Financial instrument risk management objectives and policies

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

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

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

(a) Market risk

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

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

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

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

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

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

(i) Interest rate risk

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

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

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

Interest rate sensitivity

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

(ii) Equity price risk

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

(b) Credit risk

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

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

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

(c) Liquidity risk

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

The Company measures risk by forecasting cash flows.

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

41 Capital management

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The NHAI vide its letter dt December 27. 2023, conveyed its TnPnnciple" approval for substitution of Original Concessionaire with a new special purpose vehicle to be incorporated by the Nominated Company subject to certain conditions and final approval from the NHAI The Company has entered Into Definative agreement dated March 12, 2025 with Gawar Construction Limited for harmonious substituion of the project. The Final approval of the NHAI is still pending. However the Company has provided for 1,000 Millions in the books of accounts and disclosed as an exceptional item in these standalone financial statements for the year ended March 31, 2025

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

From December 25. 2020 , the toll collection was forcefully suspended due to agitation and protest held by farmers and other unions against agri-marketing laws. Accordingly, the Company was not able to collect toll user fees from December 25. 2020 The Company had sent various communications to authorities for such forceful suspension of toll including revenue loss claim. Accordingly, the Company had issued notice of termination of Concession Agreement to NHAI on July 27, 2021 under Force Majeure Event of Concession Agreement. The Termination Payment and other payments due from NHAI were oending for the long time. The company had attempted conciliation of the issues of the Project for amicable settlement Due to non-progress of the same, the Company vide letter dated 27.03.2023 had notified the Conciliation Committee and NHAi regarding the failure of the Conciliation Proceedings The said matters were referred to Aibitration by the Company The Company has lodged a total claim amounting to INR 19.379.20 Million relating to termination payment, Force Majeure Costs due to Force Majeure event of Farmer’s Agitation, COVID-19, ft Demonetization, and NPV of extension entitled due to Force Majeure event of Farmers agitation and Covidl9 .The Arbitral proceedings for the same are completed and the Arbitral Award is declared on 23 01.2025 unanimously, except for Counter Claim of NHAI regarding Premium that one Ld. Arbitrator has rejected it completely As on the date of the said Majority award, the net awarded amount after deducting all dues of NHAI including Premium works out to INR 10,805.45 millions (principal of INR 7,796.31 millions and interest of INR 3,009.14 millions).

The Arbitration matter of Competing Road was referred to Arbitration, in the said matter, the majority award was passed on May 30. 2023 in favour of NHAi setting aside claims of Company and Minority Award dated 05.06.2023 in favour of Company amounting to INR 8509 80 Million The Company has challenged the Majority Award dated 30.05 2023 and filed a petition under Section 34 of Arbitration & Conciliation Act 1996 before the Hon’ble Delhi High Court to set aside the Majority Award dated 30.05.2023 The same is sub-judice before the Hon''ble High Court.

The dispute of Claim for Additional Cost on account of ban of quarrying of stone and loss of Toll collection due to delayed issuance of Provisional Certificate was referred to Arbitration. A unanimous Award dated 06.10.2017 by Arbitral Tribunal was awarded in favour of Company amounting to INR 890 20 Million (amount inclusive of costs & interest pendente hte). This Award was challenged by NHAi under Section

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

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

The Arbitration Award dated 06.10 2017 and Arbitration Award dated 31 10.2020 has been settled through Settlement Agreement dated 20.03.2025 under Vivad se Vishwas II Scheme of Govt of India for the net settlement amount of about INR 650 millions.

RPTPL has received Intimation letter dated April 08, 2024 from National Asset Reconstruction Company Limited (NARCL) intimating that the deed of assignment dated March 22, 2024 under the provisions of Section 5 of the SARFASI Act, the consortium of lenders except one Lender have assigned/ transferred the outstanding debt /financial assets alongwith underline securities interest, pledged of shares, guarantees, receivables etc charge for such financial assistance granted to RPTPL in favour of NARCL and NARCL acting in its capacity as trustee of NARCL Trust

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

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

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

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

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

RHTPL has received intimation letter dated April 08, 2024 from National Asset Reconstruction Company Limited (NARCL) intimating that the deed of assignment dated March 22. 2024 under the provisions of Section 5 of the SARFASI Act, the consortium of lenders have assigned/ transferred the outstanding debt /financial assets alongwith underline securities interest, pledged of shares, guarantees, receivables etc chafge for such financial assistance granted to RHTPL in favour of NARCL and NARCL acting in its capacity as trustee of NARCL Trust

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

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

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

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

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

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

46 In one of the subsidiary namely. Sadbhav Bangalore Highway Private Limited (SBGHPl), the lenders of the subsidiary Company. State Bank of India (SBI) and Bank of India (BOI) have filed a Case No. OA/422/2023 before the Hon''ble Debts Recovery Tribunal, Ahmedabad

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

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

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

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

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

52 Other Regulatory requirements

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

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

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

purpose for which the funds were raised.

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

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

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

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

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

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

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

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

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

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

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

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

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

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Mar 31, 2024

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.

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Mar 31, 2018

1. Company information

Sadbhav Infrastructure Project Limited (the “Company or SIPL”) is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Its shares are listed on two recognized stock exchanges in India. The registered office of the Company is located at “Sadbhav House”, Opp. Law Garden Police Chawki, Ellisbridge, Ahmedabad-380006.

The Company is engaged in development, construction as well as operation & maintenance of infrastructure projects and related consulting and advisory services. The Company undertakes infrastructure development projects directly or indirectly through Special Purpose Vehicles (SPVs) as per the concession agreements. The Company is a subsidiary of Sadbhav Engineering Limited (“SEL”), a listed company, engaged in providing engineering, procurement and construction services (“EPC”) in the road and other infrastructure projects.

The financial statements were authorized for issue in accordance with a resolution of the directors on May 08, 2018.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

The financial statements have been prepared on a historical cost basis, except certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments).

The financial statements are presented in INR which is also the Company’s functional currency and all values are rounded to the nearest Million (INR 000,000), except when otherwise indicated.

3. Significant accounting judgements, estimates and assumption

The preparation of the Company’s financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and the accompanying disclosure, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Revenue and expenses of construction contracts

As described in Note 3.2, Revenue recognition using the percentage-of-completion method which involves the use of estimates of certain key elements of the construction contracts, such as total estimated contract costs, allowances or provisions related to the contract, period of execution of the contract and recoverability of the claims. As far as practicable, the company applies past experience in estimating the main elements of construction contracts and relies on objective data. Nevertheless, given the highly tailored characteristics of the construction contracts, most of the estimates are unique to the specific facts and circumstances of each contract.

Although estimates on construction contracts are periodically reviewed on an individual basis, we exercise significant judgments and not all possible risks can be specifically quantified.

Impairment of Investments

The Company reviews its carrying value of its investments carried at cost annually, or more frequently when there is indication for impairments. If the recoverable amount is less than it carrying amount, the impairment loss is accounted for.

Taxes

Deferred tax assets are recognised for unused tax credits to the extent that it is probable that taxable profit will be available against which the credits can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget generally covering a period of the concession agreements using long terms growth rates and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

Property, plant and equipment

Refer Note 3.3 for the estimated useful life of Property, plant and equipment. The carrying value of Property, plant and equipment has been disclosed in Note 5.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

1 The Company has elected to continue with the carrying value for all of its Property, plant and equipments as recognised in its previous GAAP (Indian accounting principle generally accepted in India as prescribed under section 133 of the Company Act, 2013 read with the Companies (Accounts) Rules, 2014), as deemed cost at the transition date i.e. April 1, 2015 as per option permitted under Ind AS 101 for the first time adoption.

2 Property, Plant and Equipments has been pledged/hypothecated against non-current borrowings in order to fulfill the collateral requirement for the Lenders (refer note 15).

Notes:

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

2 There are three lands with the company of which two lands are situated at Kadi Gujarat and one land at Tiruvallur, Chennai. These lands have been mortgaged against noncurrent borrowings to fulfill the collateral requirements of lenders (refer note 15).

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

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

(a) Aggregate cost of unquoted investments (including sub-debts) as at March 31, 2018 INR 24,232.72 million (March 31, 2017: INR 22,565.22 million).

(b) Investment in perpetual debts in form of Sub-ordinate debts are interest free, redeemable at issuer’s option and redemption can be deferred indefinitely as per the terms of contract.

(c) The Company is having investments (including subordinate debts) of INR 6,270.86 million (March 31, 2017: 6270.86, million) to operating subsidiaries, engaged in construction, operation and maintenance of infrastructure project under concession agreement with National Highways Authorities of India. The net worth of such entities have fully eroded based on the latest financial statements.

Considering the gestation period required for break even for such infrastructure investments, expected higher cash flows based on future business projections, claims lodged, debt refinancing and the strategic nature of these investments, no provision/ adjustment to the carrying value of the said investments (including subordinate debts) as at March 31, 2018 is considered necessary by the management.

(d) In term of Memorandum of Understanding (MOU) dated January 17, 2017 between the Company and Sadbhav Engineering Limited (SEL), SEL reduced its commitment, and sold its investment in MBCPNL to third party, transferring 13% ownership/ beneficial ownership in MBCPNL to the Company, raising the Company’s holding to 91% and thereby reducing its share from 22% to 9%. The procedural formalities for transfer of equity shares were in progress as on March 31, 2017.

(e) The Company has pledged following investment in equity shares of subsidaries, in favour of lenders for term loan facilities availed by the respective SPVs:

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

(b) For terms and conditions relating to related party receivable, refer note 38.

(c) Trade receivables are non-interest bearing and generally on terms of 30 to 90 days.

Note

Fixed deposit is lying with the bank in the name of IL&FS Trust Company Limited (ITCL) designated account as per terms of debenture trust cum mortgage deed towards debt servicing reserve of redeemable non-convertible debentures (NCD) of INR 1,124.32 million (March 31, 2017: 1,405.41 million).

Note

The Company has granted interest bearing loans aggregating INR 4,572.54 million (March 31, 2017: INR 3,645.25 million) (including renewals on due dates) as at March 31, 2018 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 SPV entities.

(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.

(c) Shares held by holding company:

Out of equity shares issued by the company, shares held by its holding company, ultimate holding company and their subsidiaries/associates are as below:

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

(e) Aggregate number of equity shares allotted as fully paid-up for consideration other than cash during 5 years immediately preceding the date of balance sheet:

The Company had issued 282,693,710 equity shares of INR 10/- each as fully paid bonus shares in the ratio of 10:1 by capitalisation of INR 2,826.94 million from Securities Premium Account in the financial year 2014-15.

a 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 and liability component in the Long term borrowings (refer note 15). Interest on liability component is recognised using the effective interest method. b The Company has issued redeemable non-convertible debentures (refer note 15). Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), require the company to create Debenture Redemption Reserve (‘DRR’) out of profits of the company available for payment of dividend. DRR is required to be created for an amount which is equal to 25% of the value of debentures issued. DRR is required to be created over the life of debentures, and accordingly, the company has transferred INR 462.19 million to DRR. Further, the Company has created debenture redemption reserve to the extent surplus available for the purpose of creation of debenture redemtion reserve during the year.

(a) 2,000 Redeemable Non-Convertible Debentures (NCD ) are secured by:

( i) first ranking charge created on 10,71,198 Shares of the Company in the Rohtak Panipat Tollway Private Limited(RPTPL);

(ii) the Corporate guarantee by Sadbhav Engineering Limited (‘SEL’) (Holding Company); (iii) first and exclusive mortgage over the mortgaged property, in accordance with the respective security documents.

(b) 1,600 Redeemable , Non Convertible debentures (NCD) are secured by:

(i) an unconditional , irrevocable and continuing corporate guarantee from Sadbhav Engineering Limited- holding company (SEL), covering the entire redemption amount. (ii) Pledge of 10,287,215 shares of Sadbhav Engineering Limited (SEL) by Sadbhav Finstock Pvt. Ltd. (iii) Pledge of 67% shareholding of Dhule Palsner Tollway Limited (DPTL) representing 46,082,466 equity shares. However, pending for pledge of the shares of DPTL with lender, 56% of shares of Ahmedabad Ring Road Infrastructure Limited (ARRIL) representing 5,857,540 equity shares have been pledged. (iv) Working Capital Demand Loan (WCDL) facility to the extent of next repayment instalment to be lien marked for the NCD to be obtained by the Company/ SEL and to be utilised only towards repayment of the NCD at least 20 days before each redemption payment date for amount which are due in next 20 days.

(c) 1,124,324 (March 31, 2017: 1,405,405) Redeemable Non Convertible debentures (NCD) are secured by:

(i) Pledge of 19.46% shareholding of the company representing 46,846,725 equity share held by Sadbhav Engineering Limited (SEL) the holding Company. (ii) Pledge of 30% shareholding of Maharashtra Border Check Post Network Limited representing 11,673 equity shares held by the Company and SEL. (iii) Unconditional and irrevocable corporate guarantee from SEL and personal guarantee of the Promotors i.e. Vishnubhai M. Patel. (iv) Second charge by mortgage over all immovable property and hypothecation of all movable, tangible and intangible assets, receivable, cash and liquid investment of the Company. (v) All bank account & assignment of all contract, documents, insurance, clearances and interest of the company.

(d) 3,000 Redeemable , Non Convertible debentures (NCD) are secured by:

(i) Pledge of 15% shareholding of Shreenathji-Udaipur Tollway Private Limited representing 5,061,486 equity shares held by the Company. (ii) Pledge of 16% shareholding of Maharashtra Border Check Post Network Limited representing 8,000 equity shares held by the Company (iii) Pledge of 18.99% shareholding of Hyderabad Yadgiri Tollway Private Limited representing 616,663 equity shares held by the Company (iv) Pledge of 49% shareholding of Aurangabad-Jalna Tollway Limited representing 965,816 equity shares held by the Company (v) Pledge of 14% shareholding of Ahmedabad Ring Road Infrastructure Limited representing 1,464,400 equity shares held by the Company (v) A first charge over the Designated A/c-Debenture Payments and all funds and monies lying therein present & future.

The debenture holders at the end of year 3 and year 4 shall have the right to seek prepayment / early redemption of Series B and Series C debentures in whole or part or in such proportion as it may deem fit. Thereupon, the Company shall be obliged to prepay debentures in such manner that debenture holders may achieve the IRR at the rate of 11.75% on value of the debentures for which the Put option is exercised.

The debenture holders at the end of year 3 and year 4 shall have the right to seek prepayment / early redemption of Series II and Series III debentures in whole or part or in such proportion as it may deem fit. Thereupon, the Company shall be obliged to prepay debentures in such manner that debenture holders may achieve the IRR at the rate of 12.14% on the value of debentures for which the Put option is exercised.

(iii) 1,124,324 (March 31, 2017: 1,405,405) Redeemable Non Convertible debentures (NCD)

NCD is having a floating interest rate carrying from 12.74% to 11.96 % which is linked to benchmark rate to be reset on a quarterly basis and are repayable in 6 structured instalments starting from July 1, 2017 and ending on April 5, 2020.

The Company shall have an option to repay the Facility at end of 4th year and 5th year with the condition that the minimum yield on the entire facility will get revised upwards by 0.50% per annum and 0.25% per annum, respectively.

The debenture holders at the end of Year 3 shall have the right to seek prepayment / early redemption of Series III and Series IV debentures in full. Thereupon, the Company shall be obliged to pay all accrued coupon thereon and redemption premium set forth at Part B of Schedule IV of the Debenture Trust Deed.

(v) Liability component of compound financial instruments

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 and liability component in the Long term borrowings (refer note 15). Interest on liability component is recognised using the effective interest method.

(vi) Debt covenants

Non current borrowings contain debt covenants relating to debt-equity ratio and total debt to net worth. The Company has satisfied all the debts covenants prescribed in the terms of respective loan agreement as at reporting date.

Notes

1 Loan from related parties carries interest of 8.75% to 11% p.a. and is repayable on demand/call notice.

2 Interest free loan from others is repayable on demand.

3 Working capital demand loan facility from banks is secured against Corporate guarantee of Sadbhav Engineering Limited (SEL) i.e. the Holding company. The working capital demand loan is repayable within 90 days of borrowing and carries interest from 10.50% to 9.10% p.a.

*As per intimation available with the Company, there are no micro, small and medium enterprises as defined in the Micro, Small and Medium Enterprise Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly no related additional disclosure have been made.

Note

1 The contractual income includes cost escalation claim, of INR 130.75 million (31 March 2017: INR 43.12 million) from Maharashtra Border Check Post Network Limited, a subsidiary, in line with cost escalation principal (cost escalation formula) recommended by Technical Evaluation Committee duly appointed by project steering committee of Maharashtra State Road Development Corporation (‘The Project Authority’), which has also been approved by Lender’s engineers of the customer.

4. Fair value disclosures for financial assets and financial liabilities

Set out below is a comparison, by class, of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

Notes:

a The carrying amount of financial assets and financial liabilities measured at amortised cost in the 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. b 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.

5. Fair value hierarchy

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities:

Quantitative disclosures fair value measurement hierarchy for financial assets as at March 31, 2018 and March 31, 2017

6. Earning Per Share (EPS)

The following reflects the income and share data used in the basic and diluted EPS computations:

7. Employee Benefits Disclosure

A Defined Contribution Plans:

The following amount recognised as expenses in statement of profit and loss on account of provident fund and other funds. There are no other obligations other than the contribution payable to the respective authorities.

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 draw 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 financial statement as per details given below:

The average future duration of the defined benefit plan obligation at the end of the reporting period is 21.83 years (March 31, 2017: 23.25 years).

C Other employee benefit:

Salaries, wages and bonus include INR 2.95 million (March 31, 2017: INR 2.62 million) towards provision made as per actual basis in respect of accumulated leave encashment/compensated absences, Bonus and leave travel allowance.

8. Disclosure in respect of Construction Contracts

Revenue from fixed price construction contracts are recognized on the percentage of completion method, measured by reference to the percentage of cost incurred up to the year end to estimated total cost for each contract.

Percentage completion method for income recognition on long term contracts involves technical estimates by engineers/technical officials, of percentage of completion and costs to completion of each project/contract on the basis of which profit/loss is allocated.

9. Segment Reporting

The segment reporting is in accordance with the internal financial reports derived from ERP system implemented from April 01, 2017 which is reviewed by Chief Operating Decision Maker (CODM). Consequently, the company has considered BOT segment as a single operating segment in accordance with Indian Accounting Standard (‘Ind AS’) 108.

10. Operating Lease:

The company has taken office space on operating leases basis. There are no sub-leases and the leases are cancellable in nature at any point of time by either of parties. There are no restrictions imposed under the lease arrangements. There is neither any contingent rent nor any escalation clause in the lease agreements. During the year, the Company has incurred INR 0.90 million (March 31, 2017: INR 0.90 million) towards rent for office space.

11. Related Party disclosures

Related party disclosures as required under the Indian Accounting Standard (Ind AS) - 24 on “Related Party Disclosures” are given below:

(a) Name of related party and nature of relationship

Related Parties where control exists:

Holding Company Sadbhav Engineering Limited (SEL)

Subsidiaries Ahmedabad Ring Road Infrastructure Limited (ARRIL)

Aurangabad Jalna Toll Way Limited (AJTL)

Bijapur Hungund Tollway Private Limited (BHTPL)

Hyderabad Yadgiri Tollway Private Limited (HYTPL)

Rohtak Panipat Tollway Private Limited (RPTPL)

Maharashtra Border Check Post Network Limited (MBCPNL)

Nagpur Seoni Express Way Limited (NSEWL)

Shreenathji-Udaipur Toll way Private Limited (SUTPL)

Bhilwara-Rajsamand Toll way Private Limited (BRTPL)

Rohtak Hissar Tollway Private Limited (RHTPL)

Dhule Palesnar Tollway Limited (DPTL)

Sadbhav Bhavnagar Highway Private Limited (SBHPL)

Sadbhav Nainital Highway Private Limited (SNHPL)

Sadbhav Rudrapur Highway Private Limited (SRHPL)

Sadbhav Una Highway Private Limited (SUHPL)

Sadbhav Banglore Highway Private Limited (SBGHPL)

Sadbhav Vidarbha Highway Private Limited (SVHPL) (w.e.f April 24, 2017) Sadbhav Udaipur Highway Private Limited (SUDHPL) (w.e.f May 23, 2017) Sadbhav Jodhpur Ring Road Private Limited (SJRRPL) (w.e.f January 3, 2018) Sadbhav Tumkur Highway Private Limited (STHPL) (w.e.f March 20, 2018)

(b) Related parties with whom transactions have taken place

Fellow Subsidiary Mysore-Bellary Highway Pvt. Ltd. (MBHPL)

Key managerial personnel (KMP) Mr. Vasistha C Patel, Managing Director

Mr. Vishnubhai M Patel, Chairman and Non-Executive Director (upto March 03, 2017)

Mr. Shashin V. Patel, Chairman and Non-Executive Director (w.e.f March 03, 2017)

Mr. Nitin R. Patel, Non-Executive Director Mr. Atul Ruparel, Independent Director Mr. Arun Kumar Patel, Independent Director Mr. Mirat Bhadlawala, Independent Director Mrs. Dakshaben Shah, Independent Director Mr. Sandip Patel, Independent Director

Late Dr. Jagdish Joshipura, Independent Director (upto November 12, 2016)

Mr. Varun Mehta, Chief Financial Officer

Mr. Hardik Modi, Company Secretary (w.e.f July 08, 2016)

Mr. Gaurav Vesasi, Company Secretary (upto May 31, 2016)

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 short term loan and settlement occurs in cash as per the terms of the agreement.

2 Non convertible debenture of INR 7,724.32 Million as at March 31, 2018 (March 31, 2017: INR 8,005.41 million) is guaranteed by the corporate guarantee of Sadbhav Engineering Limited, the holding company and Non convertible debenture of INR 5,005.41 Million as at March 31, 2018 (March 31, 2017: INR 5,005.41 million) personal guarantee of Mr. Vishnubhai Patel (Promoter of holding company (SEL)). Further, Sadbhav Engineering Limited has pledged 16% of its shareholding in the Company to the lenders toward borrowings availed by the Company.

3 The sale of service include unearned revenue of INR 265.93 Million (March 31, 2017: INR 62.08 million) and unbilled revenue of INR 9.75 million (March 31, 2017: INR 22.21 million) accounted during the year as of the order from its subsidiaries as per the company policy.

4 During the year, the company has converted short term loan given to a subsidiary of INR 350.00 Million (March 31, 2017: INR 80.00 Million) into a sub-ordinate debts, the movement of the same disclosed under respective items.

5 The unsecured 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 8.30% to 11.20% based on cost of fund of respective subsidaries entities.

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.

12. Contingent liabilities and commitments

I Contingent Liabilities

* Towards service tax demand from authorities for recovery of CENVAT credit on input service availed during the financial years 2009-10 and 2010-11. In respect of said matter, the Company has preferred appeal with Tribunal, and received stay order from tribunal for recoveries of demands against deposit of 2.50 millions. The matter is pending with Tribunal as at reporting date.

II The minority Shareholder of Bijapur Hungund Tollway Private Limited (‘BHTPL’) (a subsidiary of the Complany) has filed Company Petition under sections 397 and 398 of the Companies Act,1956 before the Hon’ble Company Law Board (CLB), Mumbai Bench, alleging acts of oppression and mismanagement by the majority shareholders Company, SEL (Sadbhav Group) and the past and present Directors of the BHTPL appointed by the Sadbhav Group (hereinafter referred to as “Respondents”). The Company had filed an Application to stay proceedings before the CLB and refer matters to arbitration on the ground that all disputes raised in the Company Petition were arbitrable and should therefore be referred to arbitration under the arbitration clause contained in the Shareholders Agreement dated July 9, 2010 between Montecarlo, BHTPL and the Company. The said Application was dismissed by the CLB by Order dated January 8, 2014. The Company then proceeded to file a Writ Petition before the Hon’ble Gujarat High Court challenging the CLB Order dated January 8, 2014. The Writ Petition was dismissed by single judge of Honourable High Court of Gujarat by Order dated August 14, 2014. The Company has filed Letters Patent Appeal No.1070 of 2014 (LPA) before the Division Bench of the Hon’ble Gujarat High Court against the said Court Order dated August 14, 2014. The divisional bench of the Hon’ble Gujarat High Court has passed order dated November 24, 2014 for continued the interim orders passed during the pendency of the Writ Petition and further directed to CLB for the stay on proceedings till disposal of LPA. However, hearing of the LPA is pending before the Hon’ble Gujarat High Court as at reporting date. The Management represents that no liability is likely to devolve in the matter on the Company.

III Commitments

The followings are the estimated amount of contractual commitments of the company:

(iv)The Company has agreed to acquire 74% equity shareholding of Mysore-Bellary Highway Pvt.Ltd. (MBHPL) from Sadbhav Engineering Limited (SEL) as per agreement dated November 3, 2014, subject to regulatory approvals.

13. The following are the details of loans and advances in the nature of loans (includes in the nature of sub-ordinate debts) given to subsidiaries in which directors are interested in terms of regulation 53(F) read together with para A of Schedule V of SEBI (Listing Obligation and Disclosure Regulation, 2015).

14. Financial 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 and to support its operations as well development and maintenance of SPVs project. The Company’s principal financial assets include Investments, other receivables 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, 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, 2018 and March 31, 2017.

(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. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. 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 institutions as of March 31, 2018 is INR 63.13 million, March 31, 2017 is INR 56.82 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:

15. Capital Management

For the purpose of the Company’s capital management, 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 does not exceed 2:1 which is total borrowings divided by total equity.

16. Standards issued but not yet effective

The standard issued, but not yet effective up to the date of issuance of the Company’s financial statements is disclosed below. The Company intends to adopt this standard when it becomes effective.

Ind AS 115, Revenue from Contract with Customers:

Ind AS 115 was notified on 28 March 2018 and establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The new revenue standard will supersede all current revenue recognition requirements under Ind AS. This new standard requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions of the Company. Ind AS 115 is effective for the Company from April 1, 2018 using either one of two methods: (i) retrospectively to each prior reporting period presented in accordance with Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors, with the option to elect certain practical expedients as defined within Ind AS 115 (the full retrospective method); or (ii) retrospectively with the cumulative effect of initially applying Ind AS 115 recognized at the date of initial application (April 1, 2018) and providing certain additional disclosures as defined in Ind AS 115 (the modified retrospective method).

The Company continues to evaluate the available transition methods and its contractual arrangements. The ultimate impact on revenue resulting from the application of Ind AS 115 will be subject to assessments that are dependent on many variables, including, but not limited to, the terms of the contractual arrangements and the mix of business. The Company’s considerations also include, but are not limited to, the comparability of its financial statements and the comparability within its industry from application of the new standard to its contractual arrangements. A reliable estimate of the quantitative impact of Ind AS 115 on the financial statements will only be possible once the management has concluded its evaluation.

17. Events after the reporting period

The Board of Directors of the Company in their meeting held on May 08, 2018 has recommended a final dividend @ 30% i.e. INR 0.30 per equity share of INR 10/- each fully paid up for the year ended March 31, 2018 subject to approval of the members at the ensuing general meeting.

18. Previous year comparatives:

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

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Mar 31, 2017

1. Corporate Information:

The financial statements comprise financial statements of Sadbhav Infrastructure Project Limited (the “Company or SIPL”) for the year ended March 31, 2017. The Company is a public Company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Its shares are listed on two recognized stock exchanges in India. The registered office of the Company is located at “Sadbhav House”, Opp. Law Garden Police Chawki, Ellisbridge, Ahmedabad-380006.

The Company is engaged in development, construction as well as operation & maintenance of infrastructure projects and related consulting and advisory services. The Company undertakes infrastructure development projects directly or indirectly through Special Purpose Vehicles (SPVs) as per the concession agreements. The Company is a subsidiary of Sadbhav Engineering Limited (“SEL”), a listed Company, engaged in providing engineering, procurement and construction services (“EPC”) in the road and other infrastructure projects.

The financial statements were authorized for issue in accordance with a resolution of the directors on May 18, 2017.

During the year, the Company has sort clarification from Reserve Bank of India with regards to applicability of Systematically Important Core Investment Companies (Reserve Bank) Directions, 2011. The clarification is still awaited as at reporting date, however, the management believe that the Company is not required to be registered with Reserve Bank of India as on March 31, 2017 based on eligibility criteria mentioned in the Systematically Important Core Investment Companies (Reserve Bank) Directions, 2011.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

For all period up to and including the year ended March 31, 2016, the Company prepared its financial statement in accordance with the Accounting standards specified in Section 133 of the Companies Act, 2013, read with para 7 of the Companies (Accounts) Rules, 2014 (“Indian GAAP”) and other relevant provision of the Act. These financial statements for the year ended March 31, 2017 are the first financial statements that the Company has prepared in accordance with Ind AS. Refer to note no 42 for information of how the transition from previous GAAP to Ind AS has affected the Company’s Balance sheet, Statement of profit & loss and Statement of cash flow.

The financial statements have been prepared on a historical cost basis, except certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments),

The financial statements are presented in INR and all values are rounded to the nearest Million (INR 000,000), except when otherwise indicated.

3. Significant accounting judgements, estimates and assumption

The preparation of the Company’s financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and the accompanying disclosure, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Revenue and expenses of construction contracts

As described in Note 3.2, Revenue recognition using the percentage-of-completion method which involves the use of estimates of certain key elements of the construction contracts, such as total estimated contract costs, allowances or provisions related to the contract, period of execution of the contract and recoverability of the claims. As far as practicable, the Company applies past experience in estimating the main elements of construction contracts and relies on objective data such as physical inspections or third parties confirmations. Nevertheless, given the highly tailored characteristics of the construction contracts, most of the estimates are unique to the specific facts and circumstances of each contract.

Although estimates on construction contracts are periodically reviewed on an individual basis, we exercise significant judgments and not all possible risks can be specifically quantified.

Impairment of Investments

The Company reviews its carrying value of its investments carried at amortised cost annually, or more frequently when there is indication for impairments. If the recoverable amount is less than it carrying amount, the impairment loss is accounted for.

Taxes

Deferred tax assets are recognised for unused tax credits to the extent that it is probable that taxable profit will be available against which the credits can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget generally covering a period of the concession agreements using long terms growth rates and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

Property, plant and equipment

Refer Note 3.3 for the estimated useful life of Property, plant and equipment. The carrying value of Property, plant and equipment has been disclosed in Note 5.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Notes:

a 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.

Under previous GAAP, the said Interest free loan received from promotors was disclosed under long term borrowings. Under Ind AS, the Interest free loan has been separated into liability and equity components based on the terms of the contract and equity component has been classified in the other equity and liability component classified in the long term borrowings (refer note 17). Interest on liability component is recognised using the effective interest method.

b The Company has issued redeemable non-convertible debentures (refer note 17). Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), require the Company to create DRR out of profits of the Company available for payment of dividend. DRR is required to be created for an amount which is equal to 25% of the value of debentures issued. Though the DRR is required to be created over the life of debentures, the Company has upfront created DRR out of retained earnings. Further, the Company has created debenture redemption reserve to the extent surplus available for the purpose of creation of debenture redemption reserve.

c During the previous year, pursuant to the IPO, share issue expenses amounting to INR 238.07 million were debited to Securities Premium account in terms of section 52(2)(c) of the Companies Act, 2013.

4 Non-Current Borrowings

(a) 2,000 Redeemable Non-Convertible Debentures (NCD ) are secured by:

(i) first ranking charge created on 10,71,198 Shares of the Company in the Rohtak Panipat Tollway Private Limited(RPTPL);

(ii) the Corporate Guarantee by Sadbhav Engineering Limited (‘SEL’) (Holding Company); (iii) first and exclusive mortgage over the mortgaged property, in accordance with the respective Security Documents.

(b) 1,600 Redeemable, Non Convertible debentures (NCD) are secured by:

(i) an unconditional, irrevocable and continuing corporate guarantee from Sadbhav Engineering Limited- holding Company (SEL), covering the entire redemption amount. (ii) Pledge of 10,287,215 shares of Sadbhav Engineering Limited (SEL) by Sadbhav Finstock Pvt. Ltd. (iii) Pledge of 67% shareholding of Dhule Palsner Tollway Limited (DPTL) representing 46,082,466 equity shares. However, pending for pledge of the shares of DPTL with lender, 56% of shares of Ahmedabad Ring Road Infrastructure Limited (ARRIL) representing 5,857,540 equity shares have been pledged. (iv) Working Capital Demand Loan (WCDL) facility to the extent of next repayment instalment to be lien marked for the NCD to be obtained by the Company/SEL and to be utilised only towards repayment of the NCD at least 20 days before each redemption payment date for amount which are due in next 20 days.

(c) 1,405,405 Redeemable Non Convertible debentures (NCD) are secured by:

(i) Pledge of 19.46% shareholding of the Company representing 46,846,725 equity share held by Sadbhav Engineering Limited (SEL) the holding Company. (ii) Pledge of 30% shareholding of Maharashtra Border Check Post Network Limited representing 11,673 equity shares held by the Company and SEL. (iii) Unconditional and irrevocable corporate guarantee from SEL and personal guarantee of the Promotors i.e. Vishnubhai M. Patel. (iv) Second charge by mortgage over all immovable property and hypothecation of all movable, tangible and intangible assets, receivable, cash and liquid investment of the Company. (v) All bank account & assignment of all contract, documents, insurance, clearances and interest of the Company.

(d) 3,000 Redeemable, Non Convertible debentures (NCD) are secured by:

(i) Pledge of 15% shareholding of Shreenathji-Udaipur Tollway Private Limited representing 5,061,486 equity shares held by the Company. (ii) Pledge of 16% shareholding of Maharashtra Border Check Post Network Limited representing 8,000 equity shares held by the Company (iii) Pledge of 18.99% shareholding of Hyderabad Yadgiri Tollway Private Limited representing 616,663 equity shares held by the Company (iv) Pledge of 49% shareholding of Aurangabad-Jalna Tollway Limited representing 965,816 equity shares held by the Company (v) Pledge of 14% shareholding of Ahmedabad Ring Road Infrastructure Limited representing 1,464,400 equity shares held by the Company (v) A first charge over the Designated A/c-Debenture Payments and all funds and monies lying therein present & future.

(e) Terms of Repayment for:

(i) 2,000 Redeemable Non-Convertible Debentures (NCDs)

The debenture holders at the end of Year 3 and Year 4 shall have the right to seek prepayment / early redemption of Series B and Series C debentures in whole or part or in such proportion as it may deem fit. Thereupon, the Company shall be obliged to prepay debentures in such manner that debenture holders may achieve the IRR at the rate of 11.75% on value of the debentures for which the Put option is exercised.

(ii) 1,600 Redeemable, Non Convertible debentures (NCD):

The debenture holders at the end of Year 3 and Year 4 shall have the right to seek prepayment / early redemption of Series II and Series III debentures in whole or part or in such proportion as it may deem fit. Thereupon, the Company shall be obliged to prepay debentures in such manner that debenture holders may achieve the IRR at the rate of 12.14% on the value of debentures for which the Put option is exercised.

(iii) 1,405,405 Redeemable Non Convertible debentures (NCD)

NCD is having a floating interest rate carrying from 12.74% to 11.96% which is linked to benchmark rate to be reset on a quarterly basis and are repayable in 6 structured instalments starting from July 1, 2017 and ending on April 5, 2020. The Company shall have an option to repay the Facility at End of 4th year and 5th year with the condition that the minimum yield on the entire facility will get revised upwards by 0.50% per annum and 0.25% per annum, respectively.

(iv) 3,000 Redeemable, Non Convertible debentures (NCD):

The debenture holders at the end of Year 3 shall have the right to seek prepayment / early redemption of Series III and Series IV debentures in full. Thereupon, the Company shall be obliged to pay all accrued coupon thereon and redemption premium set forth at Part B of Schedule IV of the Debenture Trust Deed.

(v) Rupee Loan from ICICI Bank Limited:

The Company has pre-paid entire loan on September 16, 2015 in accordance with mandatory prepay clause of loan agreement in the previous year. The loan was carrying a floating interest rate based on bank base rate spread i.e. 13.50%.

(vi) 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 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. Under previous GAAP, the said Interest free loan received from promotors disclosed under long term borrowings. Under Ind AS, the Interest free loan has been separated into liability and equity components based on the terms of the contract and equity component has been classified in the other equity and liability component classified in the long term borrowings (refer note 17). Interest on liability component is recognised using the effective interest method.

(vii) Default and breaches:

Non current borrowings contain debt covenants relating to debt-equity ratio and total debt to net worth. The Company has satisfied all the debts covenants prescribed in the terms of respective loan agreement as at reporting date.

(viii) Fair value disclosures for financial liabilities are given in Note 32.

5 Income Tax expense

The major component of income tax expenses for the year ended March 31, 2017 and March 31, 2016 are as under.

6 Fair value disclosures for financial assets and financial liabilities

Set out below is a comparison, by class, of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

Notes:

a The carrying amount of financial assets and financial liabilities measured at amortised cost in the 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. b 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.

7 Fair value hierarchy

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities:

Quantitative disclosures fair value measurement hierarchy for financial assets as at March 31, 2017, March 31, 2016 and April 1, 2015.

8 Earning Per Share (EPS)

The following reflects the income and share data used in the basic and diluted EPS computations:

9 Employee Benefits Disclosure A Defined Contribution Plans:

Amount of Rs. 0.87 million (March 31, 2016: Rs. 0.57 million) is recognised as expenses and included in Note No. 26

“Employee Benefits Expenses”

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 draw 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 financial statement as per details given below:

C Other employee benefit:

Salaries, Wages and Bonus include INR 2.62 million (Previous Year INR 2.79 million) towards provision made as per actual basis in respect of accumulated leave encashment/compensated absences, Bonus and leave travel allowance.

10 Disclosure in respect of Construction Contracts

Revenue from fixed price construction contracts are recognized on the percentage of completion method, measured by reference to the percentage of cost incurred up to the year end to estimated total cost for each contract.

Percentage completion method for income recognition on long term contracts involves technical estimates by engineers/ technical officials, of percentage of completion and costs to completion of each project/contract on the basis of which profit/ loss is allocated.

11 Segment Reporting

As permitted by paragraph 4 of Ind AS 108, “Operating Segments”, if a single financial report contains both consolidated financial statements and the separate financial statement of the Parent Company, segment information need to be presented on the basis of the consolidated financial statements and therefore, no separate disclosure on segment information is given in these financial statements.

12 Operating Lease:

The Company has taken office space on operating leases basis. There are no sub-leases and the leases are cancellable in nature at any point of time by either of parties. There are no restrictions imposed under the lease arrangements. There is neither any contingent rent nor any escalation clause in the lease agreements. During the year, the Company has incurred INR 0.90 Million (31 March 2016: INR 0.90 Million) towards rent for office space.

13 Related Party disclosures

Related party disclosures as required under the Indian Accounting Standard (AS) - 24 on “Related Party Disclosures” are given below:

Name of Related Parties and related party relationship

(a) Related Parties where control exists

Holding Company Sadbhav Engineering Limited (SEL)

Subsidiaries Ahmedabad Ring Road Infrastructure Limited (ARRIL)

Aurangabad Jalna Toll Way Limited (AJTL)

Bijapur Hungund Tollway Private Limited (BHTPL)

Hyderabad Yadgiri Tollway Private Limited (HYTPL)

Rohtak Panipat Tollway Private Limited (RPTPL)

Maharashtra Border Check Post Network Limited (MBCPNL)

Nagpur Seoni Express Way Limited (NSEWL)

Shreenathji-Udaipur Toll way Private Limited (SUTPL)

Bhilwara-Rajsamand Toll way Private Limited (BRTPL)

Rohtak Hissar Tollway Private Limited (RHTPL)

Dhule Palesnar Tollway Limited (DPTL) (w.e.f. October 29, 2015)

Sadbhav Bhavnagar Highway Private Limited (SBHPL) (w.e.f June 20, 2016) Sadbhav Nainital Highway Private Limited (SNHPL) (w.e.f May 01, 2016) Sadbhav Rudrapur Highway Private Limited (SRHPL) (w.e.f May 01, 2016) Sadbhav Una Highway Private Limited (SUHPL) (w.e.f June 22, 2016)

(b) Related parties with whom transactions have taken place during the year

Key management personnel (KMP) Mr. Vasistha C. Patel, Managing Director

Enterprises over which the holding Dhule Palesnar Tollway Limited (DPTL) (upto October 29, 2015)

Company having significant influence Mumbai Nasik Express Way Limited (MNEL) (upto February 29, 2016)

Fellow Subsidiary Mysore-Bellary Highway Pvt.Ltd. (MBHPL)

Terms and conditions of the balance outstanding:

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 excepts short term loan and settlement occurs in cash as per the terms of the agreement.

Notes:

1. Non convertible debenture of INR 8,005.41 Million as at 31 March 2017 (31 March 2016: INR 5,005.41 million, April 1, 2015: INR 5,112.00 million) is guaranteed by the corporate guarantee of Sadbhav Engineering Limited, the holding Company and Non convertible debenture of INR 5,005.41 Million as at 31 March 2017 (31 March 2016: INR 5,005.41, April 1, 2015: INR 5,112.00 million) personal guarantee of Mr. Vishnubhai Patel (Promoter of holding Company (SEL)). Further, Sadbhav Engineering Limited has pledged 16% of its shareholding in the Company to the lenders toward borrowings availed by the Company.

2. The sale of service include unearned revenue of INR 62.08 Million (31 March 2016: INR 64.34 million) and unbilled revenue of INR 22.21 million (31 March 2016: INR 15.09 million) accounted during the year as of the order from its subsidiaries as per the Company policy.

3. During the year, the Company has converted short term loan given to a subsidiary of INR 80.00 Million (Previous year: INR 140.00 Million) into a sub-ordinate debts, the movement of the same disclosed under respective items.

4. The unsecured 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 9.19% to 11.20% based on cost of fund of respective subsidaries entities.

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

14 Contingent liabilities and commitments

I Contingent Liabilities

* Towards service tax demand from authorities for recovery of CENVAT credit on input service availed during the financial years 2009-10 and 2010-11. In respect of said matter, the Company has preferred appeal with Tribunal, and received stay order from tribunal for recoveries of demands against deposit of 2.5 Millions. The matter is pending with Tribunal as at reporting date.

II The minority Shareholder of Bijapur Hungund Tollway Private Limited (‘BHTPL’) (a subsidiary of the Complany) has filed Company Petition under sections 397 and 398 of the Companies Act,1956 before the Hon’ble Company Law Board (CLB), Mumbai Bench, alleging acts of oppression and mismanagement by the majority shareholders Company, SEL (Sadbhav Group) and the past and present Directors of the BHTPL appointed by the Sadbhav Group (hereinafter referred to as “Respondents”). The Company had filed an Application to stay proceedings before the CLB and refer matters to arbitration on the ground that all disputes raised in the Company Petition were arbitrable and should therefore be referred to arbitration under the arbitration clause contained in the Shareholders Agreement dated July 9, 2010 between Montecarlo, BHTPL and the Company. The said Application was dismissed by the CLB by Order dated January 8, 2014. The Company then proceeded to file a Writ Petition before the Hon’ble Gujarat High Court challenging the January 8, 2014 CLB Order. The Writ Petition was dismissed by single judge of Honourable High Court of Gujarat by Order dated August 14, 2014. The Company has filed Letters Patent Appeal No.1070 of 2014 before the Division Bench of the Hon’ble Gujarat High Court against the August 14, 2014 Hon’ble Gujarat High Court Order.The Hon’ble Gujarat High Court has passed order dated November 24, 2014 continued the interim orders passed during the pendency of the Writ Petition and further directed to stay proceedings before CLB till disposal of LPA. The LPA is, pending hearing before the Hon’ble Gujarat High Court. The Management represents that no liability is likely to devolve in the matter on the Company.

III Commitments

The followings are the estimated amount of contractual commitments of the Company:

(iv) The Company has agreed to acquire 74% equity shareholding of Mysore-Bellary Highway Pvt.Ltd. (MBHPL) from Sadbhav Engineering Limited (SEL) as per agreement dated November 3, 2014, subject to regulatory approvals.

15 In the previous year, the Company had transferred its rights in the 1,04,00,000 equity shares of Mumbai Nasik Expressway Limited (MNEL) at a consideration of INR 720.00 million. The profit made on sale of rights in equity shares of INR 616.00 million (i.e. net of cost of INR 104.00 million) had been accounted as an exceptional item in the statement of profit and loss for year ended March 31, 2016.

16 The following are the details of loans and advances in the nature of loans (includes in the nature of sub-ordinate debts) given to subsidiaries, associates and other entities in which directors are interested in terms of regulation 53(F) read together with para A of Schedule V of SEBI (Listing Obligation and Disclosure Regulation, 2015).

17 Financial Risk Management

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 and to support its operations as well development and maintenance of SPVs project. The Company’s principal financial assets include Investments, other receivables and cash and bank balances.

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, other receivables, trade and other payables and derivative financial instruments.

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, 2017, March 31, 2016 and April 1, 2015.

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 Long term 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.

(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, 2017 is INR 56.82 million, March 31, 2016 is INR 67.05 million and April 1, 2015 is INR 36.08 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:

18 Capital Management

For the purpose of the Company’s capital management, 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 does not exceed 2:1 which is total Borrowings divided by total equity.

19 First time adoption of Ind AS

These financial statements, for the year ended 31 March, 2017 are the first Ind AS financial statements, the Company has prepared in accordance with Ind AS. For periods upto and including the year ended 31 March 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the companies Act, 2013 read with paragraph 7 of the companies (Account) Rules, 2014 (Previous GAAP).

Accordingly, The Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31 March, 2017 together with the comparative period data as at and for the year ended 31 March 2016, as described in the summary of significant accounting policies. This note explains the principle adjustments made by the Company in restating its previous GAAP financial statements including the balance sheet as at 1st April 2015 , and the previously published Previous GAAP financial statements as at and for the year ended March 31, 2016.

A Exemptions applied

Ind AS 101 “First-time Adoption of Indian Accounting Standards” allows first-time adopter certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

Ind AS optional exemptions

a. Deemed cost

Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all of its Property, Plant Equipments and Investment property as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition.

Accordingly, since there is no change in the functional currency, the Company has elected to continue with the carrying value for all of its Property, Plant Equipments and Investment property, as recognised in its previous GAAP financials, as deemed cost at the transition date.

b. Investment in subsidiaries, Joint Ventures and Associate

The Company has elected to measure its investments in subsidiaries in separate financial statements at their previous GAAP carrying amount on the date of transition to Ind AS.

Ind AS mandatory exceptions

a. Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP, unless there is objective evidence that those estimates were in error.

b. Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

B Reconciliation between Previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliation from previous GAAP to Ind AS:

C Footnotes to the reconciliation of profit and loss for the year ended March 31, 2016 and equity as at April 01, 2015 and March 31, 2016:

i. Equity Component of Financial Instrument

Under previous GAAP, Interest free loan received from promoters were disclosed under long term borrowings. Under Ind AS, the Interest free loan has been separated into liability and equity components based on the terms of the contract. Interest on liability component is recognised using the effective interest method.

ii. Finance cost recognition on account of amortised cost of financial liability:

Under Previous GAAP, transaction costs incurred in connection with borrowings are charged off upfront to statement of profit or loss. Under Ind AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss using the effective interest method.

iii. Re-measurement gain / loss on defined benefit plan

Under Ind AS, re-measurement i.e. actuarial gain loss excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these re-measurement were forming part of the profit or loss for the year.

iv. Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Item of income and expense that are not recognised in profit or loss but are shown in the Statement of profit and loss as “other comprehensive income” includes re-measurement of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP.

20 Standards issued but not yet effective

The standard issued, but not yet effective up to the date of issuance of the Company’s financial statements is disclosed below. The Company intends to adopt this standard when it becomes effective.

Amendment to Ind AS 7 ‘Statement of cash flows’:

The Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017 in March 2017, notifying amendments to Ind AS 7, ‘Statement of cash flows’. The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.

This standard will come into force from accounting period commencing on or after 1 April 2017. The Company will adopt the new standard on the required effective date. The Company is evaluating the requirements of the amendment and the effect on the financial statements is being evaluated.

21 Disclosure in respect of Specified Bank Notes (SBNs) held and transacted:-

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per the notification is given below:

* For the purpose of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November, 2016.

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Mar 31, 2016

Notes:

(a) 2,000 Redeemable Non-Convertible Debentures (NCD ) are secured by:

(i) first ranking charge created on 10,71,198 Shares of the Company in the Rohtak Panipat Tollway Private Limited; (ii) the Corporate Guarantee by Sadbhav Engineering Limited (Holding Company); (iii) first and exclusive mortgage over the mortgaged property, in accordance with the respective Security Documents.

(b) 1,600 Redeemable, Non Convertible debentures (NCD) are secured by:

(i) an unconditional, irrevocable and continuing corporate guarantee from Sadbhav Engineering Limited- holding company (SEL), covering the entire redemption amount. (ii) Pledge of 10,287,215 shares of Sadbhav Engineering Limited (SEL) by Sadbhav Finstock Pvt. Ltd. (iii) Pledge of 67% shareholding of Dhule Palasner Tollway Limited (DPTL) representing 46,082,466 equity shares. However, pending transfer of the shares of DPTL in the name of the Company, 56% of shares of Ahmedabad Ring Road Infrastructure Limited (ARRIL) representing 5,857,600 equity shares have been pledged. (iv) Working Capital Demand Loan (WCDL) facility to the extent of next repayment installment to be lien marked for the NCD to be obtained by the Company/ SEL and to be utilized only towards repayment of the NCD at least 20 days before each redemption payment date for amount which are due in next 20 days.

(c) 1,405,405 Redeemable Non Convertible debentures (NCD) are secured by:

(i) Pledge of 19.46% shareholding of the company representing 46,846,725 equity share held by Sadbhav Engineering Limited (SEL) the holding Company. (ii) Pledge of 30% shareholding of Maharashtra Border Check Post Network Limited representing 11,673 equity shares held by the Company and SEL. (iii) Unconditional and irrevocable corporate guarantee from SEL and personal guarantee of the Promoters i.e. Vishnubhai M. Patel. (iv) Second charge by mortgage over all immovable property and hypothecation of all movable, tangible and intangible assets, receivable, cash and liquid investment of the Company. (v) All bank account & assignment of all contract, documents, insurance, clearances and interest of the Company.

NCD has been issued at discount.

(d) Terms of Repayment for:

(i) 2,000 Redeemable Non-Convertible Debentures (NCDs)

The debenture holders at the end of Year 3 and Year 4 shall have the right to seek prepayment / early redemption of Series II and Series III debentures in whole or part or in such proportion as it may deem fit. Thereupon, the Company shall be obliged to prepay debentures in such manner that debenture holders may achieve the IRR at the rate of 12.14% on the value of debentures for which the Put option is exercised.

(iii) 1,405,405 Redeemable Non Convertible debentures (NCD)

NCD is having a floating interest rate carrying from 4.94% to 5.62% which is linked to benchmark rate to be reset on a quarterly basis and are repayable in 6 structured installments starting from July 1, 2017 and ending on April 5, 2020.

The Company shall have an option to repay the Facility at End of 4th year and 5th year with the condition that the minimum yield on the entire facility will get revised upwards by 0.50% per annum and 0.25% per annum, respectively.

(iv) Rupee Loan from ICICI Bank Limited:

During the year, the Company has pre-paid entire loan on September 16, 2015 in accordance with mandatory prepay clause of loan agreement. The loan was carrying a floating interest rate based on bank base rate spread i.e. 13.50%.

(v) Interest free loan from Sadbhav Engineering Limited, Holding Company:

Pursuant to the conversion of Compulsory Convertible Cumulative Preference Shares (CCCPS) into equity shares, the Company has entered into a Memorandum of Understanding with SEL, whereby SEL has given a commitment to keep the loan balance of Rs. 779.56 Million in SIPL for a period of 11 years from the date of conversion of CCCPS.

Notes:

(a) The Company has completed the 100% acquisition of equity shares in Dhule Palesner Tollway Private Limited (''DPTL'') w.e.f. October 29, 2015 in terms of Restated Share Purchase agreement dated October 29, 2015 with JV partner HCC Concessions Limited (''HCC'') The transfer formalities for 21,046,680 equity shares from HCC and 14,031,120 equity shares from SEL were in process as at March 31, 2016.

(b) The Company has pledged following equity shares from its holding in various SPVs, in favor of lenders for term loan facilities availed by the respective SPVs.

Note: As on date, the Company has deferred tax asset of Rs. 211.98 million (previous year: Rs. 198.20 million) for business losses and unabsorbed depreciation, however, as a matter of prudence and in the absence of virtual certainty, deferred tax assets has been recognized only to the extent of Deferred Tax Liability in the books and accordingly, deferred tax is nil as on date of balance sheet.

Note:

1.) The infrastructure project of the various SPVs have been funded through sub ordinate debt (in the nature of capital contribution) given by the Company (as a sponsor) in accordance with the Lender''s Loan Agreements and Sponsor Support and Equity Contribution Agreement of the respective SPV entity. These sub-ordinate debt has been given interest free except sub-ordinate debt of Rs. 2796.04 Million as at 31 March 2016 (31 March 2015: Rs. 1,124 Million) given to Dhule Palesnar Tollway Limited (''DPTL'') on which interest of Rs. 471.19 Million till September 30, 2015 (31 March 2015: Rs. 414.89 Million) has accrued as per terms of the Loan Agreement with lenders of Dhule Palesnar Tollway Limited. However, the Company has discontinued accrual of interest on sub-debts (including acquired from JV partner) given to DPTL w.e.f. September 30, 2015 in term of assignment agreement entered with JV partner hCc Concessions Limited (''HCC'') at the time of acquisition of DPTL.

2.) The sub-ordinate debt is recoverable on fulfillment of financial performance/obligation as per terms and conditions of Loan Agreement with lenders of the respective SPV entities.

Note: Fixed deposit is lying with the bank in the name of IL&FS Trust Company Limited (ITCL) designated account as per terms of debenture trust cum mortgage deed towards debt servicing reserve of Redeemable Non Convertible debentures (NCD) of Rs. 1,405.41 Million.

Note: The operation and maintenance contract on which material is consumed, is in progress at year end and accordingly, the company has not recognized margin on the cost incurred till date and recorded the transaction as unbilled revenue.

Note: The Company has also paid Rs. 7.52 Million (previous year: Rs. 5.07 Million) to auditors for professional fee for services rendered in respect of Initial Public offering (IPO) of the Company. The expenses is related to fresh issue of equity shares and accordingly it has been adjusted against securities premium account in terms of section 52 of the Companies Act, 2013. (also refer note 34).

3 Employee Benefits :

The disclosures of employee benefits as defined in the Accounting Standard 15 are as below.

Defined Benefit Plan:

The company has a defined gratuity plan. Every employee who has completed five years or more of service gets a gratuity on the termination of his employment at 15 days salary (Last draw salary) for each completed year of service. The scheme is unfunded.

The present value of obligation in respect of gratuity is determined based on actuarial valuation using the Projected Unit Credit Method as prescribed by the Accounting Standard, AS 15. Gratuity has been recognized in the financial statements as per details given below:

4 The company has taken office space on operating leases basis. During the year, the Company has incurred Rs. 0.98 Million (Previous year Rs. 0.98 Million) towards rent for office space. There are no sub-leases and the leases are cancellable in nature. There are no restrictions imposed under the lease arrangements. There is neither any contingent rent, nor any escalation clause in the lease agreements.

5 Related Party disclosures

Name of Related Parties and related party relationship

(a) Related Parties where control exists

Holding Company Sadbhav Engineering Limited (SEL)

Subsidiaries Ahmedabad Ring Road Infrastructure Limited (ARRIL)

Aurangabad Jalna Toll Way Limited (AJTL)

Bijapur Hungund Tollway Private Limited (BHTPL)

Hyderabad Yadgiri Tollway Private Limited (HYTPL)

Rohtak Panipat Tollway Private Limited (RPTPL)

Maharashtra Border Check Post Network Limited (MBCPNL)

Nagpur Seoni Express Way Limited (NSEWL)

Shreenathji-Udaipur Toll way Private Limited (SUTPL)

Bhilwara-Rajsamand Toll way Private Limited (BRTPL)

Rohtak Hissar Tollway Private Limited (RHTPL)

Dhule Palesnar Tollway Limited (DPTL) (w.e.f. October 29, 2015)

Solapur-Bijapur Tollway Private Limited (SBTPL) (Up to March 11, 2015)

(b) Related parties with whom transactions have taken place during the year

Key management personnel (KMP) Mr. Vasistha C Patel, Managing Director

Enterprises over which the company Dhule Palesnar Tollway Limited (DPTL) (up to October 29, 2015) having significant influence

Enterprises over which holding company is Mumbai Nasik Express Way Limited (MNEL) (up to February 29, 2016) able to exercise significant influence

Enterprises having significant influence Norwest Venture Partners VII-A-Mauritius (Norwest) (up to October 22, 2014) under the contract Xander Investment Holding XVII Limited (Xander) (up to October 22, 2014)

Fellow Subsidiary Mysore-Bellary Highway Pvt. Ltd. (MBHPL)

Note: The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship.

Notes:

1. Non convertible debenture of Rs. 5,405.28 Million as at 31 March 2016 (31 March 2015: Rs. 5,112.00 Million) is guaranteed by the corporate guarantee of Sadbhav Engineering Limited, the holding company and personal guarantee of Mr. Vishnubhai Patel (Promoter of holding company (SEL)). Further, Sadbhav Engineering Limited has pledged 16% of its shareholding in the Company to the lenders.

2. The sale of service include unearned revenue of Rs. 64.34 Million accounted during the year as of the order from one of its subsidiary as per the company policy.

3. The company has converted short term loan given to Maharashtra Border Check Post Network Limited of Rs. 140.00 Million (Previous year Rs. 1,217.23 Million) into a sub-ordinate debts during the year.

(iii)The BOT projects of subsidiary companies viz. ARRIL, AJTL, MBCPNL, BHTPL, HYTPL, RPTPL, NSEL, SUTPL, BRTPL,RHTPL and DPTL have been funded through various credit facility agreements with banks. Against the said facilities availed by the subsidiary companies from the banks, the Company has executed agreements with respective lenders whereby the Company has committed to hold minimum shareholding and pledge of its shares in the respective subsidiary company, details of which is as follows:

(iv) The Company has agreed to acquire 74% equity shareholding of Mysore-Bellary Highway Pvt. Ltd. (MBHPL) from Sadbhav Engineering Limited (SEL) as per agreement dated November 3, 2014, subject to regulatory approvals. The transaction is subject to fulfillment of condition precedents under the agreements.

(v) The Company had entered into an agreement dated September 18, 2013 to sell 9.93% equity shareholding of Maharashtra Border Check Post Network Limited (MBCPNL) to D. Thakkar Construction Private Limited. Further, the Company has also entered into an agreement dated November 4, 2014 with SEL to purchase 10% of equity shareholding in MBCPNL. Both these transaction are subject to compliance of condition precedents under the agreement which are pending as at year end. As at 31 March 2016, the Company has also outstanding unsecured loan of Rs. 110 million from D. Thakkar Construction Private Limited (refer note 7).

6 Disclosure in respect of Construction Contracts

Revenue from fixed price construction contracts are recognized on the percentage of completion method, measured by reference to the percentage of cost incurred up to the year end to estimated total cost for each contract.

Percentage completion method for income recognition on long term contracts involves technical estimates by engineers/ technical officials, of percentage of completion and costs to completion of each project/contract on the basis of which profit/loss is allocated.

7 As per intimation available with the Company, there are no micro, small and medium enterprises as defined in the Micro, Small and Medium Enterprise Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly no related additional disclosure have been made.

8 The minority shareholders of Bijapur Hungud Tollway Private Limited (''BHTPL'') (a subsidiary of the Company) has filed company petition under section 397 and 398 of the Companies Act, 1956 in the year 2013-14 with the Company Law Board - Mumbai Bench against Sadbhav Engineering Ltd. (SEL), a holding Company and its associates/affiliates wherein the company is also defendant. The minority shareholders has pleaded that BHTPL awarded EPC and other contracts to SEL / affiliates which are prejudicial to the interest of BHTPL and hence should be terminated. The Company Law Board (CLB) passed an order dated January 8,2014 in favour of the minority shareholder although Company pleaded that matter should be referred for arbitration as per terms of shareholder agreement (SHA). Against the CLB order the Company filed Special Civil Application (SCA) with Hon''ble High Court of Gujarat that matter of minority shareholder should be dealt as per SHA. Hon''ble High Court accepted SCA of the Company and granted interim relief whereby further proceeding of CLB was stayed. However, later on the Hon''ble High Court then upheld the order of the Company Law Board, vacated the interim order and dismissed the SCA. The Company had filed an appeal on September 15, 2014 under Letters Patent Act (LPA) before the Division Bench of Hon''ble Gujarat High Court ("the Bench"). The Bench ordered a stay on the further proceedings of CLB. The Company, based on the representations made before the Hon''ble Gujarat High Court, has defended the matter stating that the dispute is there between the shareholders of BHTPL instead of relating to oppression and mismanagement in BHTPL. Further, it is represented that such dispute should be resolved through arbitration agreement. During the year, the LPA is pending for final hearing before division bench of Hon''ble Gujarat High Court. The management represents that no liability is likely to devolve in the matter on the Company.

9 Pursuant to Initial Public Offering (IPO), 47,733,659 equity shares of the Company of Rs. 10 each were offered to public at price of Rs. 103 per equity share consisting of fresh issues of 41,262,135 equity shares and offer for sale of 6,471,524 equity shares by the existing shareholders. The equity shares of the Company were listed on the BSE Limited and the National Stock Exchange of India Limited w.e.f 16th September, 2015. The Company has incurred expenses of Rs. 238.07 million (net of recovery) related to fresh issue of equity shares which has been adjusted against securities premium account in terms of section 52 of the Companies Act, 2013.

10 During the year, the contract Income includes cost escalation claim, of Rs. 44.06 Million (31 March 2015: Rs. 72.87 Million) from Maharashtra Border Check Post Network Limited in line with cost escalation principal (cost escalation formula) recommended by Technical Evaluation Committee duly appointed by project steering committee of Maharashtra State Road Development Corporation (''The Project Authority''), which has also been approved by Lender''s engineers of the customer.

11 During the year, the Company has transferred its rights in the 1,04,00,000 equity shares of Mumbai Nasik Expressway Limited (MNEL) at a consideration of Rs. 720.00 million. The profit made on sale of rights in equity shares of Rs. 616.00 million (i.e. net of cost of Rs. 104.00 million) has been accounted as an exceptional item in the statement of profit and loss for year ended March 31, 2016.

12 The following are the details of loans and advances in the nature of loans (includes in the nature of sub-ordinate debts) given to subsidiaries, associates and other entities.

Note - All loans are given on interest bearing excepts loan given as sub-debts (in the nature of capital contribution) which is interest free given by the Company (as a sponsor) in accordance with the Lender''s Loan Agreements and Sponsor Support and Equity Contribution Agreement of the respective SPV entity.

13 Previous year figures have been regrouped/reclassified wherever necessary, to confirm this year''s classification.

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Mar 31, 2015

(A) Terms/rights attached to equity shares:

The Company has only one class of equity shares having a par value of Rs, 10 per share. Each holder of Equity shares is nettled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares shall be nettled 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.

(b) Terms of conversion of Compulsory Convertible Cumulative Preference Shares (CCCPS) up to Conversion of Equity Shares:

Each CCCPS shall be Convertible, at the option of the holder thereof at any time into such number of fully paid Equity Shares determined by dividing the Inital Purchase Price by the Conversion Price in effect at the time of conversion. However, each Preference Share shall automatically be converted into Equity Shares, at the then effective Conversion Price applicable to such Preference Share at the earlier of (i) the tenth anniversary of the Closing Date i.e. 23rd September 2010 and (ii) immediately prior to the closing of an inital public offering of the Equity Shares.

Each Preference Share shall enttle the holder thereof to receive, out of funds legally available, Cumulative cash dividends at the rate of 0.01% per annum of the face value. The preference share holders have waived their right to received dividend up to date of Conversion of CCCPS into equity shares.

Compulsory Convertible Cumulative Preference Shares ('CCCPs') were converted into equity shares in accordance with the terms of the agreement as per Board resolution dated October 22, 2014. Pursuant to the conversion, the Company has issued 2,262,200 equity share against 2,250,774 CCCPS.

(c) Aggregate number of Equity Shares alloted as fully paid-up for consideration other than cash during 5 years immediately preceding the date of Balance Sheet:

The Company has issued 282,693,710 equity shares of Rs, 10/- each as fully paid bonus shares in the rato of 10:1 by utilizing Rs, 2,826.94 Million from Securities Premium Account as per the resolution of Board Meeting dated October 29, 2014.

(d) Shares held by holding company:

Out of issued, subscribed and paid up equity capital 240,733,427 shares (Previous Year 21,884,856 shares) are held by Sadbhav Engineering Limited - holding company.

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

Notes:

(a) 2,000 Redeemable Non-Convertible Debentures (NCD ) are Secured by:

(i) first ranking charge created on 1,071,198 Shares of the Company in the Rohtak Panipat Tollway Private Limited; (ii) the Corporate Guarantee by Sadbhav Engineering Limited (The Holding Company); (iii) first and exclusive mortgage over the Mortgaged Property, in accordance with the respective Security Documents.

(b) 1,600 Redeemable, Non Convertible debentures (NCD) are secured by:

(i) an unconditional , irrevocable and continuing Corporate guarantee from Sadbhav Engineering Limited- holding company (SEL), covering the entre redemption amount. (ii) Pledge of 10,287,215 shares of SEL by Sadbhav Fin stock Pvt. Ltd. (iii) Pledge of 67% of SPV shareholding i.e. DPTL. However, till the shares of DPTL are transferred in the name of SIPL, 56% of shares of ARRIL would be pledged. (iv) WCDL facility of to the extent of next repayment to be lien marked for the NCD to be obtained by the Company/ SEL and to be utilized only towards repayment of the NCD at least 20 days before each redemption payment date for amount which are due in next 20 days.

(c) 1,405,405 Redeemable Non Convertible debentures (NCD) are secured by:

(i) Pledge of 19.46% shareholding in the company held by Sadbhav Engineering Limited (SEL) the holding Company. (ii) Pledge of 30% shareholding of Maharashtra Border Check Post Network Limited held by the Company and SEL. (iii) Unconditonal and irrevocable corporate guarantee from SEL and personal guarantee from Promoter i.e. Mr. Vishnubhai M. Patel. (iv) Second charge by mortgage over all immovable property and hypothecaton of all movable, tangible and intangible assets, receivable, cash and liquid investment of the Company. (v) All bank account & assignment of all contract, documents, insurance, clearances and interest of the Company. NCD has been issued at discount.

(d) 11,00,950 Compulsory Convertible Debentures up to Conversion of Equity Share:

The Company had issued 1,100,950 unsecured 0.01% Compulsory Convertible Debentures (CCDs) of Rs, 681.23/- each to Sadbhav Engineering Limited (SEL) the holding company, which were Convertible as under:

Each CCDs shall be automatically converted upon the earlier of (i) the final adjustment date as per shareholder's agreements and (ii) the date of closing of an inital public offering of the Equity Shares (such date, the "Conversion Date").

0.01% 1,100,950 Compulsory Convertible Debentures of Rs, 750 Million issued to Sadbhav Engineering Limited (CCDs') have been converted into equity share as per Board Resolution dated October 22, 2014 . Pursuant to the conversion, the Company has issued 1 equity share against 1,100,950 CCDs.

(e) Term Loan from Bank is secured by:

(i) A first charge on all movable assets including intangible assets, book debts and other receivables of the company. (ii) First charge on all bank accounts of the company.

(iii) Corporate guarantee of Sadbhav Engineering Limited. The guarantee shall fall of in case the credit rating of the company remains AA- for two consecutive years.

The debenture holders at the end of Year 3 and Year 4 shall have the right to seek prepayment / early redemption of Series B and Series C debentures in whole or part or in such proportion as it may deem ft. Thereupon, the Company shall be obliged to prepay debentures in such manner that debenture holders may achieve the IRR at the rate of 11.75% on value of the

The debenture holders at the end of Year 3 and Year 4 shall have the right to seek prepayment / early redemption of Series II and Series III debentures in whole or part or in such proportion as it may deem ft. Thereupon, the Company shall be obliged to prepay debentures in such manner that debenture holders may achieve the IRR at the rate of 12.14% on the value of debentures for which the Put option is exercised.

(iii) 1,405,405 Redeemable Non Convertible debentures (NCD)

NCD is having a floating interest rate carrying from 6% to 6.33% which is linked to benchmark rate to be reset on a quarterly basis and are repayable in 6 structured installments starting from July 1, 2017 and ending on April 5, 2020.

The Company shall have an option to repay the Facility at End of 4th year and 5th year with the condition that the Minimum Yield on the entre Facility will get revised upwards by 0.50% per annum and 0.25% per annum, respectively.

(iv) Rupee Loan from ICICI Bank Limited:

The long term loan from the bank as at March 31, 2015 of Rs, 1,800 Million, (March 31, 2014 Rs, 1,800 Million) carrying a footing interest rate of 13.50%. The loan is repayable in 4 annual installments commencing After 48 months from the date of 1st disbursement i.e. 06 March 2012.

The Company has rights to pre-pay the loan amount before reset date (i.e. date falling at the end of 12 months from the date of first Disbursement and thereafter the date falling at the end of 12 months from the last Reset Date, as the case may be) along with prepayment premium. The Company needs to mandatory prepay the loan amount in case the Company receive proceeds from the (i) initial public offering of the Company, (ii) securitization of revenues of (a) the projects undertaken by the Company, and/or (b) project companies, that may be received by the Company; and (iii) disposal of assets of the projects or divestment of investments of the Company in the projects. In case of mandatory prepayment, the premium shall not be applicable if the above option is made on reset date.

(v) Interest free loan from Sadbhav Engineering Limited, Holding Company:

Pursuant to the conversion of CCCPS into equity shares, The Company has entered into a Memorandum of Understanding with SEL, whereby SEL has given a commitment to keep the loan balance of Rs, 779.56 Million in SIPL for a period of 11 years from the date of conversion of CCCPS.

Notes:

(a) Working Capital Demand Loan facility from banks is secured against Corporate guarantee of Sadbhav Engineering Limited i.e. the Holding company . The Working Capital Demand Loan is repayable within 90 days of borrowing and carrying interest of 11.65% p.a.

(b) Loan from related parts carries interest from 9.75% to 11% p.a. and is repayable on demand.

(c) Interest free loan from others is repayable on demand.

Notes:

(a) In terms of Share Purchase Agreement (SPA) dated November 3, 2014, between Sadbhav Infrastructure Project Limited ("the Company" or "SIPL") and Patel Infrastructure Private Limited ('PIPL'), SIPL has acquired 2,092,000 shares of Ahmadabad Ring Road Infrastructure Project Limited ('ARRIL') from PIPL for purchase consideration of Rs, 620 Million. As at reporting date, the Company has paid an amount of Rs, 400 Million to PIPL toward purchase consideration and has received necessary approval in terms of SPA whereby condition precedents for conclusion of transaction are complied. As both the partes have complied with terms of SPA, Company has accounted the transaction in the books as at March 31, 2015.

Subsequent to reporting date, SIPL has paid the balance purchase consideraton of Rs, 220 Million and 1,464,400 equity shares has been transferred from PIPL to the Company. The transfer formalities of 627,600 equity shares are in process as shares held by PIPL are pledged with lenders of ARRIL.

(b) In terms of Share Purchase Agreement dated September 22, 2010, between Sadbhav Infrastructure Project Limited ("the Company" or "SIPL") and Sadbhav Engineering Limited ('SEL'), SIPL has acquired 24,479,940 shares of Nagpur Seoni Expressway Limited (NSEL) from SEL. NSEL has received approval from National Highway Authority of India ('NHAI') for transfer of shares from SEL to SIPL on April 3, 2013. As at reporting date, the transfer formality of 14,400,000 Shares are in process as shares held by SEL are being pledged with lender of NSEL.

(c) The Company has pledged following equity shares from its holding in various SPVs, in favour of lenders for term loan facilities availed by the respective SPVs.

Note: As on date, the Company has deferred tax asset of Rs, 198.20 million for business lossess and unabsorbed Depreciation, however, as a mater of prudence and in the absence of virtual certainty, deferred tax assets has been recognized only to the extent of Deferred Tax Liability in the books and accordingly, deferred tax is nil as on date of balance sheet.

Note:

1.) Advance towards Shares Purchase represents payment made to the holding company, Sadbhav Engineering Limited (SEL) towards purchase of equity shares and consequential economic interest /ownership rights in Dhule Palenser Tollway Limited (DPTL) and Mumbai Nasik Express Way Limited (MNEL). The Company is in the process of obtaining regulatory / lenders approvals to get such shares transferred in its own name.

The Company has agreed to acquired 20% equity share of Mumbai Nasik Expressway Limited (MNEL) from SEL as per Share purchase agreement dated September 22, 2010. Further, the Company has executed a binding term sheet dated January 22, 2015 with SEL and Gammon Infrastructure Projects Limited, pursuant to which SEL has agreed to transfer 20% of MNEL shares to the Company, which the Company intends to sell to Gammon Infrastructure Projects Limited for an aggregate consideration of Rs, 720.00 million.

The Company has also agreed to acquire 39% equity shareholding of Dhule Palenser Tollway Limited (DPTL) from SEL as per agreement dated September 22, 2010 and November 3, 2014. As at year end, Company has paid part consideration to SEL to purchase the shareholding. Further, Subsequent to year end, the Company has agreed to acquire Additional equity share of DPTL from HCC Concessions Limited and Hindustan Construction Company Limited as per share purchase agreement dated April 16, 2015 whereby Company has agreed to acquire 100% shareholding in DPTL. The transactions are subject to lender's approval.

2.) The infrastructure project of the various SPVs have been funded through sub ordinate debt (in the nature of capital contribution) given by the Company (as a sponsor) in accordance with the Lender's Loan Agreements and Sponsor Support and Equity Contribution Agreement of the respective SPV entty. These sub-ordinate debt has been given interest free except sub-ordinate debt of Rs, 1,124 Million as at 31 March 2015 (31 March 2014: Rs, 1,124 Million) given to Dhule Palesnar Tollway Limited on which interest of Rs, 414.89 Million as at 31 March 2015 (31 March 2014: Rs, 303.62 Million) has accrued as per terms of the Loan Agreement with lenders of Dhule Palesnar Tollway Limited.

3.) The sub-ordinate debt including accrued interest is recoverable on fulfillment of financial performance/obligation as per terms and conditions of Loan Agreement with lenders of the respective SPV enters.

Notes:

(a) Interest receivable on Sub Ordinate Debts is recoverable on fulfillment of financial performance/obligation as per terms and conditions of the loan agreement with lenders of Dhule Palesnar Tollway Limited.

(b) The Company is in the process of an Inital Public Offer ('IPO') in respect of its Equity Shares. As per the offer agreement between the Company and the selling shareholders, all expenses incurred in connection to the Company's IPO will be borne by the Company and each of the selling shareholders in proportion to the Equity shares alloted by the Company in the fresh issue and transferred by each selling shareholder in Offer for Sale, respectively. Thus, the expenses incurred by the Company in connector to the IPO up to March 31, 2015, have been shown as 'Unamortsed Share Issue Expenses' in Other Current Assets. The Company will adjust the expense against the Securities premium balance in the next financial year upon the finalization of the proportion between the Company and the Selling Shareholders.

Note:

The Company has also paid Rs, 5.07 Million (previous year: Nil) to auditors for professional fee for services rendered in respect of Initial Public offering (IPO) of the Company. The Expenses is currently lying as Initial Public Issue Expenses in the Other Assets (also refer note 15).

Notes:

(i) Compulsory Convertible Cumulative Preference Shares ('CCCPs') were converted into equity shares in accordance with the terms of the agreement as per Board resolution dated October 22, 2014. Pursuant to the conversion, the Company has issued 2,262,200 equity share against 2,250,774 CCCPS.

(ii) 0.01% 1,100,950 Compulsory Convertible Debentures of Rs, 750 Million issued to Sadbhav Engineering Limited (CCDs') have been converted into one equity share as per Board Resolution dated October 22, 2014.

(iii) The Company issued 282,693,710 equity shares of Rs, 10/- each as fully paid bonus shares in the rato of 10 : 1 by utilizing Rs, 2,826.94 Million from Securities Premium Account aggregating Rs, 2,826.94 Million as per the resolution of Board Meeting dated October 29, 2014.

1. Employee Benefits :

The disclosures of employee benefits as defend in the Accounting Standard 15 are as below.

Defend Benefit Plan:

The Company has a defend benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on the termination of his employment at 15 days salary (last drawn salary) for each completed year of service. The scheme is un-funded.

* The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promoton and other relevant factors, such as supply and demand in the employment market.

2. Leases

Office space at Ahmadabad is obtained on operating leases. During the year, the Company has incurred Rs, 1.01 Million (Previous year Rs, 1.01 Million) (inclusive of service tax) towards rent for office space. There are no sub-leases and the leases are cancellable in nature. There are no restrictions imposed by the lease arrangements. There is neither any Contingent rent, nor any escalation clause in the lease agreements.

3. Segment information

The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature of services, the differing risks and returns and internal reporting system.

The Company's operations predominately relates to Contract Income and Project Operations, Management & Advisory services.

Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis.

The net expenses, which are not directly attributable to the Business Segment, are shown as unallocated corporate cost.

Assets and Liabilities that cannot be allocated amongst the segments are shown as part of unallocated assets and liabilities respectively.

3. Related Party disclosures

Name of Related Partes and related party relationship

(a) Related Parts where control exists

Holding Company Sadbhav Engineering Limited (SEL)

Subsidiaries Ahmadabad Ring Road Infrastructure Limited (ARRIL)

Aurangabad Jalna Toll Way Limited (AJTL) Bijapur Hungund Tollway Private Limited (BHTPL) Hyderabad Yadgiri Tollway Private Limited (HYTPL) Rohtak Panipat Tollway Private Limited (RPTPL)

Maharashtra Border Check Post Network Limited (MBCPNL) - (Through board control & contractual economic interest tll November 11, 2014) Nagpur Seoni Express Way Limited (NSEWL) Shreenathji-Udaipur Toll way Private Limited (SUTPL) Bhilwara-Rajsamand Toll way Private Limited (BRTPL) Rohtak Hissar Tollway Private Limited (RHTPL)

(b) Related partes with whom transactions have taken place during the year

Key management personnel (KMP) Mr. Vasistha C Patel, Managing Director

Enterprises over which the company Dhule Palesnar Tollway Limited (DPTL)

having significant influence

Enterprises over which holding company is Mumbai Nasik Express Way Limited (MNEL) able to exercise significant infuence

Fellow Subsidiary Mysore-Bellary Highway Pvt. Ltd. (MBHPL)

Enterprise having significant infuence Norwest Venture Partners VII-A-Mauritus (Norwest) up to 22 October,2014

under contract Xander Investment Holding XVII Limited (Xander) up to 22 October,2014

Note:

The names of the related partes and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related partes. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related partes during the existence of the related party relationship.

Notes:

1) Term loan of Rs, 1,800 Million as at March 31, 2015 (31 March 2014: Rs, 1,800 Million) from bank is guaranteed by the corporate guarantee of Sadbhav Engineering Limited, the holding company.

2) Non Convertible debenture of Rs, 5,005.41 Million as at 31 Mar 2015 (31 March 2014: Nil) is guaranteed by the corporate guarantee of Sadbhav Engineering Limited, the holding company and personal guarantee of Mr. Vishnubhai Patel (Promoter of holding company (SEL)). Further, Sadbhav Engineering Limited has pledged 16% shareholding in the Company to the lenders.

3) Compulsory Convertible Cumulative Preference Shares ('CCCPs') were converted into equity shares in accordance with the terms of the agreement as per Board resolution dated October 22, 2014. Pursuant to the conversion, the Company has issued to Norwest and Xander 1,131,100 equity share each against 1,125,387 CCCPS.

4) Company has received a waiver from preference shareholders for dividend payable in respect of financial year up to date of Conversion of CCCPS into equity shares i.e. October 22, 2014.

* Towards service tax demand from authorities for recovery of CENVAT credit on input service availed during the financial years 2009-10 and 2010-11. In respect of said mater, the Company has preferred appeal with Tribunal, for which company has deposited Rs, 2.50 million and received stay order from tribunal for recoveries of demands. Further the mater is pending with Tribunal as at reporting date.

(iii) The BOT projects of subsidiary companies viz. ARRIL, AJTL, MBCPNL, BHTPL, HYTPL, RPTPL, NSEL, SUTPL, BRTPL and RHTPL have been funded through various credit facility agreements with banks. Against the said facilities availed by the subsidiary companies from the banks, the Company has executed agreements with respective lenders whereby the Company has committed to hold minimum shareholding and pledge of its shares in the respective subsidiary company, details of which is as follows:

* In case of ARRIL the undertaking for non disposal of shares shall be reduced to 21% on repayment of 80% of the total Loan given by lenders.

(iv) Company has agreed to acquire 74% equity shareholding of Mysore-Bellary Highway Pvt. Ltd. (MBHPL) from Sadbhav Engineering Limited (SEL) as per agreement dated November 3, 2014, subject to regulatory approvals.

(v) The Company had entered into an agreement dated September 18, 2013 to sell 9.93% equity shareholding of Maharashtra Border Check Post Network Limited (MBCPNL) to D. Thakkar Construction Private Limited, subject to lenders approvals. Further, the Company has also entered into an agreement dated November 4, 2014 with SEL to purchase 10% of equity shareholding in MBCPL. As at March 2015, Company has also outstanding unsecured loan of Rs, 110 million from D. Thakkar Construction Private Limited (refer note 7).

(vi) As regards acquisition of 20% share holding in Mumbai Nasik Expressway Limited (MNEL) in principle understanding has been reached with Gammon Infrastructure Project Limited for sale of share holding although detailed agreement is pending to be executed.

4. Disclosure in respect of Construction Contracts

Revenue from fixed price construction contracts are recognized on the percentage of completion method, measured by reference to the percentage of cost incurred up to the year end to estimated total cost for each contract.

Percentage completion method for income recognition on long term contracts involves technical estimates by engineers/ technical officials, of percentage of completion and costs to completion of each project/contract on the basis of which Profit/loss is allocated.

30 As per intimation available with the Company, there are no micro, small and medium enterprises as defned in the Micro, Small and Medium Enterprise Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly no related Additional disclosure have been made.

31 During the year 2013-14, minority shareholders of Bijapur Hungud Tollway Private Limited ('BHTPL') (a subsidiary of the Company) has fled company pet ton under Section 397 and 398 of the Companies Act, 1956 with the Company Law Board – Mumbai Bench against Sadbhav Engineering Ltd. (SEL), a holding Company and its associates/affiliates wherein the company is also defendant. The minority shareholders has pleaded that BHTPL awarded EPC and other contracts to SEL / affiliates which are prejudicial to the interest of BHTPL and hence should be terminated. The Company Law Board (CLB) passed an order in favour of the minority shareholder although Company pleaded that mater should be referred for arbitration as per terms of shareholder agreement (SHA). Against the CLB order the Company fled Special Civil Application (SCA) with Hon'ble High Court of Gujarat that mater of minority shareholder should be dealt as per SHA. Hon'ble High Court accepted SCA of the Company and granted interim relief whereby further proceeding of CLB have been stayed. Hon'ble High Court then upheld the order of the Company Law Board, vacated the interim order and dismissed the SCA. The Company had fled an appeal under Leters Petent Act (LPA) before the Division Bench of Hon'ble Gujarat High Court ("the Bench"). The Bench ordered a stay on the further proceedings of CLB. The Company, based on the representations made before the Hon'ble Gujarat High Court, has defended the mater stating that the dispute is there between the shareholders of BHTPL instead of relating to oppression and mismanagement in BHTPL. Further, it is represented that such dispute should be resolved through arbitration agreement. The LPA is pending for fnal hearing before division bench of Hon'ble Gujarat High Court. The management represents that no liability is likely to devolve in the mater on the Company.

5. During the year 2013-14, one of the Company's subsidiary i.e. Solapur Bijapur Tolllway Private Limited (SBTPL) has foreclosed the concession agreement with NHAI. Accordingly, sub-ordinate debt given by the Company to the SBTPL was waived of and provision was provided in the books in the year ended March 31, 2014, for diminution in value of Investment in the Subsidiary.

During the year, SBTPL has fled winding up petton with Registrar of the Company, Gujarat, under Section 560 of the Companies Act 1956 on November 10, 2014. Against petton, the Company has received Notice under sub Section (3) of Section 560 of The Companies Act, 1956 dated March 11, 2015, whereby it has mentioned that the name of the SBTPL will be struck of upon expiry of thirty days from the date of Notice.

Hence, the Company has written of its investment in the subsidiary during the year and adjusted against the provision.

6. During the year, the Company has accounted Contract Income towards cost escalation claim, of Rs, 72.87 Million (31 March 2014: Rs, 294.88 Million) in line with cost infaton index principles (cost escalaton formula) approved by independent consultant of the customer.

7. CSR Expenditure:

Gross amount required to be spent during the year: Rs, 4.21 million Amount spent during the year (promoting education and others) paid in cash: Rs, 5.99 million

8. Previous year figures have been regrouped/reclassified wherever necessary, to confirm this year's classification.