Sanghvi Housing and Infrastructure Limited

• Investment in our Subsidiaries, Sanghvi Green LLP, SanghviP Builders LLP and Psanghvi & Jain Builders LLP for part-funding development and construction cost of our Ongoing Projects, Sanghvi Horizon, Sanghvi Boulevard and Sanghvi Sapphire, respectively₹165 Cr
• Funding acquisition of future projects and general corporate purposes

Except as disclosed in this section, as on the date of this Draft Red Herring Prospectus, there are no outstanding (i) criminal proceedings; (ii) actions taken by regulatory or statutory authorities including notices by such authorities; (iii) claims related to direct and indirect tax matters; and (iv) other pending litigation (including civil and/or arbitration proceedings) as determined to be material by our Board pursuant to its resolution dated September 22, 2026. There are no disciplinary actions including penalties imposed by the SEBI or the Stock Exchanges against our Promoters in the last five Fiscals including any outstanding action. There are no outstanding, (i) criminal proceedings; and (ii) actions by regulatory authorities and statutory authorities, involving any Key Managerial Personnel and Senior Management of our Company.

• Our real estate development activities are geographically concentrated in the Mumbai Metropolitan Region (MMR) and Thane district, exposing us to risks arising from economic and regulatory changes and natural disasters in these regions. Varying market conditions in the MMR and Thane district may affect our ability to ensure the sale of our projects and the pricing of units in such projects.(Geographic Concentration)

• Our current business model is primarily focused on redevelopment projects; our bids may not always be accepted for society redevelopment projects. We may not be able to qualify for, compete for and win redevelopment projects, which could adversely affect our business and results of operations.(Business Model)

• Our redevelopment projects have long gestation periods and any delays and cost overruns could adversely affect our prospects, business and results of operations. The balance compensation payable to members towards alternate accommodation for our Ongoing Projects Sanghvi Horizon, Sanghvi Boulevard and Sanghvi Sapphire is ₹ 1,754.53 lakhs.(Project Execution)

• Inability to complete our Ongoing Projects by their respective RERA completion dates, or our Upcoming Projects within the anticipated timelines, or at all, could have a material adverse effect on our business, results of operations and financial condition. As on the date of this Draft Red Herring Prospectus, our 10 Ongoing Projects have an aggregate total estimated developable area of 928,880 square feet, and our 15 Upcoming Projects have an aggregate total estimated developable area of 4,015,000 square feet.(Project Execution)

• Redevelopment projects require the consent of the members of the co-operative housing society in accordance with the applicable regulations, and individual agreements with each existing member or occupant. Until the permanent alternate accommodation is handed over, we are required to pay existing members rent for alternate accommodation and, in certain cases, hardship compensation, shifting charges and corpus.(Project Execution)

• Due to the involvement of multiple entities in redevelopment projects, we are required to engage with entities that could have potentially conflicting interests, and dissatisfaction with either completion timelines or other aspects of the redevelopment could result in such entities ceasing to cooperate with us, raising objections and/or engaging in litigation.(Project Execution)

• One or more existing members or occupants may refuse to vacate their premises, withhold their consent, or raise disputes in relation to the area, specifications or location of the permanent alternate accommodation or the amounts payable to them. Obtaining vacant possession of the entire property is a pre-condition to demolition and construction.(Project Execution)

• Our Ongoing Projects and Upcoming Projects may be subject to significant changes and modifications from our currently estimated management plans and timelines due to factors beyond our control, including defects or challenges to land titles, or clearing encroachments, expiration or non-renewal of development agreements, changes in applicable laws and regulations, and failure or delay in securing or revising necessary statutory or regulatory approvals and permits.(Regulatory & Legal)