Sadbhav Infrastructure Projects approved the disposal of its material subsidiaries, Sadbhav Maintenance Infrastructure Private Limited and Sadbhav Infra Solutions Private Limited, during its board meeting on September 5, 2026. The company also recommended the appointment of M/s. O R Maloo & Co. as its statutory auditor for a five-year term.

The board considered the sale, transfer, or liquidation of the target subsidiaries, which involves assets exceeding 20% of the subsidiaries' total assets. This action results in the cessation of control over these units, in compliance with Regulations 24(5) and 24(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsidiary Disposal Details

The financial contribution of the subsidiaries to the parent company was minimal in FY25-26. Neither entity contributed to turnover. Their net worth contributions were negligible relative to consolidated turnover.

The transaction is not classified as a related-party transaction. The company has not yet entered into a sale agreement, and the expected date of completion, consideration received, and buyer details remain to be confirmed.

Auditor Appointment

Following the resignation of previous statutory auditors M/s. S G D G & Associates LLP effective August 12, 2026, a casual vacancy arose. On the recommendation of the Audit Committee, the board proposed M/s. O R Maloo & Co. (Firm Registration No. 135561W) to fill this vacancy under Section 139 of the Companies Act, 2013.

The appointment is subject to shareholder approval at the Annual General Meeting (AGM). If approved, O R Maloo & Co. will serve from the conclusion of the 20th AGM in 2026 until the conclusion of the 25th AGM in 2031. The firm brings over 35 years of experience across infrastructure, real estate, and manufacturing sectors.

AGM Notice and Additional Resolutions

The board approved the notice for the AGM, scheduled for Wednesday, September 30, 2026, to be held through Video Conferencing or Other Audio-Visual Means. Shareholders will vote on the auditor appointment and other routine business items during this meeting.

In addition to the subsidiary disposal and auditor appointment, the AGM agenda includes:

• Reappointment of Director: Reappointment of Mr. Siddharth Vyas, who retires by rotation.
• Appointment of Independent Directors: Appointment of Mr. Ankit Kishorbhai Shah and Mr. Jaldeep Prakashbhai Patel as Non-Executive Independent Directors for five-year terms commencing August 11, 2026.
• Cost Auditor Ratification: Ratification of remuneration for M/s. J. B. Mistri & Co., Cost Accountants, for FY26-27.
• Pledge of Shares in Material Subsidiaries: Approval for the pledge of shares held in Maharashtra Border Check Post Network Limited (MBCPNL), Sadbhav Hybrid Annuity Project Limited (SHAPL), Sadbhav Nainital Highway Limited (SNHL), Sadbhav Rudrapur Highway Limited (SRHL), and Sadbhav Vidarbha Highway Limited (SVHL). These resolutions seek shareholder consent under Regulation 24(5) and 24(6) of SEBI LODR Regulations for potential encumbrances or disposals that may result in a reduction of shareholding to less than 50% or cessation of control.

Sadbhav Infrastructure Projects appointed Jaldeep Patel and Ankit Shah as additional non-executive independent directors to resolve board composition non-compliance. The appointments took effect on August 11, 2026.

The Board of Directors reviewed the matter in its meeting held on September 5, 2026. The company had previously faced fines from the National Stock Exchange of India Ltd and BSE Ltd for violating Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Compliance Context

The board confirmed that the new appointments ensure compliance with the listing regulations. Shashin Patel, Executive Chairman, signed the intimation to the exchanges.

The company notified the Corporate Relationship Departments of both BSE Ltd and NSE Ltd regarding the resolution of the non-compliance issue.