Sadbhav Infrastructure Project Ltd

Appointment of Independent Directors

• Mr. Jaldeep Prakash Patel appointed as Additional Non-Executive Independent Director.
• Mr. Ankit Kishorbhai Shah appointed as Additional Non-Executive Independent Director.
• Term: five-year appointment not liable to retire by rotation.
• Effective 11 August 2026; subject to shareholder approval at ensuing General Meeting.
• Patel profile: 20+ years in sales and marketing leadership.
• Shah profile: 20+ years in steel trading and business development.
• Patel is not related to other Directors.
• Shah is not related to other Directors.
• Appointment subject to approval of members at ensuing General Meeting.

Statutory Auditor Resignation

• Statutory Auditor SGDG & Associates LLP resigned effective 12 August 2026.
• Reason: absence of operational activities and size mismatch with firm.
• Resignation confirms no other material reasons.
• Date of cessation: 12 August 2026.
• Replacement statutory auditor to be appointed subject to approvals.

Financial results

• Approved standalone and consolidated unaudited results for quarter ended 30 June 2026.
• Limited Review Report with Modified opinion on the unaudited results.

Board appointments

• Appointed Independent Directors Jaldeep Patel and Ankit Shah, effective 11 Aug 2026, not liable to retire by rotation.

Governance and AGM

• 20th AGM on 30 Sep 2026 via VC/AVM.
• Cut-off date for annual report: 28 Aug 2026.
• Remote e-voting from 27 to 29 Sep 2026.

Auditors and going concern

• Resignation of Statutory Auditor SGDG & Associates LLP effective 12 Aug 2026.
• Auditors issued qualified conclusions on certain subsidiaries; going concern noted as material uncertainty.
• Emphasis of Matter on going concern across multiple group entities.

Sadbhav Infrastructure Project Limited — Trading Window closed from 1 July 2026; reopens 48 hours after declaration of Unaudited Financial Results for the Quarter ended June 30, 2026

CFO appointment

• Mr. Kaivan Vora appointed Chief Financial Officer and KMP, effective 27 May 2026.
• Appointment approved on Nomination and Remuneration Committee recommendation.
• He holds an MBA in Finance and has over 18 years' experience.
• Experience spans corporate finance, treasury, project finance, banking, working capital, and fund raising.
• He has worked with Sadbhav group, Otsuka Pharmaceutical India, and ICICI Bank.
• No relationship disclosure was applicable; no shareholding or listed directorships reported.
• He is not debarred from holding KMP office by any SEBI or other authority.

Financial results

• Board approved standalone and consolidated audited financial results for quarter and year ended 31 March 2026.
• Auditors issued modified opinions on the audited standalone and consolidated results.

Business model

• 🗒️ The group develops, constructs, operates and maintains infrastructure projects through SPVs.
• 🗒️ Core operating model is DBOT and Hybrid Annuity road projects.
• 🗒️ Revenue is driven by tolling, service concession arrangements, and project-related claims and settlements.

Financial results

• Board approved standalone and consolidated audited results for quarter and year ended 31 March 2026.
• Auditors issued modified opinion on both standalone and consolidated audited results.

Key audit matters

• Qualified opinion relates mainly to recoverability of investments, loans, and receivables from RPTPL and RHTPL.
• Auditors highlighted material uncertainty over going concern for the company and several subsidiaries.
• Emphasis noted vendor disputes and outstanding trade payables pending reconciliation.

Management changes

• Mr. Kaivan Vora appointed Chief Financial Officer and Key Managerial Personnel effective 27 May 2026.

Other disclosures

• Standalone and consolidated cash flow statements for year ended 31 March 2026 were included.
• Board noted ongoing litigation, arbitration, and termination disputes involving toll road subsidiaries and NHAI.
• Consolidated results reflect exceptional items from project substitutions, impairments, and loan waiver gains.