AJR Infra & Tolling Ltd Directors Report

FUTURE OUTLOOK

The Company is taking necessary steps for its successful revival. The success in achieving settlement with Lenders of Sidhi Singrauli Road Projects Limited and Indira Container Terminal Private Limited during the previous years has resulted in reduction of debt at the consolidated level, enabling the Company to focus its attention on other stressed subsidiaries/associates. The Company is vigorously following up for settlement of various claims either through the Conciliation and/or Legal route and

is confident of being successful. The Company has also selectively monetized some arbitration claims and sold its stake in some of its subsidiaries to fund the needs of arbitration / legal processes. Simultaneously, the Company is also evaluating various fund-raising options for the revival process and hence it is imperative that the Company continues to remain listed on the Stock Exchange.

The Company is also very buoyant in the infrastructure sector and has plans to engage in evaluating infrastructure projects to submit its bids once the revival process is in place. It will also be bidding for projects under the PPP Model which currently is back of Governments target of developing future infrastructure projects. The Company is also looking at viable opportunities under the EPC model and the Hybrid Annuity Model (HAM). The Company foresees huge opportunities in road, port and power sectors with Indian economy growing at the fastest rate across all the countries in the world. With over 2 decades of experience in infrastructure field in developing road, ports, and power projects, the Company is in an advantageous position to seize potential infrastructure opportunities with the country on a fast growth trajectory.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the company.

SHARE CAPITAL OF THE COMPANY

There has been no change in the share capital of the Company during the Financial Year. The paid-up share capital of the Company stood at 188.36 Crores as at 31st March, 2026 comprising 941,830,724 equity shares of 2/- each fully paid up.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Companys internal control systems with reference to Financial Statements are commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. The Management

continuously reviews the internal control systems and procedures for the efficient conduct of the Companys business.

INTERNAL AUDIT

M/s. Bagaria & Co. LLP, Chartered Accountants, Mumbai were the Internal Auditors of the Company for financial year 2025-26

The Board of Directors of the Company in its meeting held on 13th August 2026 appointed M/s. A K Anand & Co, Chartered Accountants, as the Internal Auditors for the financial year 2026-27.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same on a quarterly basis to the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures / along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down adequate internal financial controls to be followed by the Company and such internal financial controls operated effectively during the Financial Year and;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

The Board of Directors of the Company during the financial year comprised of six Directors of which five are Non-Executive Directors and one is an Executive Director. Out of five Non-Executive Directors, four are Independent Directors, including one Independent Woman Director. The Board has an optimum combination of Executive, Non-Executive and Independent Directors.

Pursuant to the provisions of the Companies Act, 2013, Ms. Komal Goel (DIN: 10935374), who was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors for a term of 5 (Five) consecutive years with effect from February 12, 2025, was subsequently appointed by the Members as a Non-Executive, Independent Director of the Company by way of a Special Resolution at the Annual General Meeting (AGM) held on September 30, 2025. In accordance with the Act, she is not liable to retire by rotation.

The re-appointments of Mr. Vinod Sahai (DIN: 01184471) and Mr. Sunilbhai Chhabaria (DIN: 07162678) as Independent Directors for a second term of five consecutive years effective 31st July 2025, was approved by the Members by way of Special Resolutions passed at the aforesaid AGM. In accordance with the Act, they are not liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Subhrarabinda Birabar is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Key Managerial Personnel

The Board of Directors appointed Ms. Amatulla Akil Chunawala as the Company Secretary and Compliance Officer of the Company, with effect from 22nd June 2026, in terms of the provisions of Section 203 of the Companies Act, 2013.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mineel Mali, Whole-Time Director, Mr. Vinay Sharma, Chief Financial Officer and Ms. Amatulla Akil Chunawala, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the Board of Directors on the recommendation of the Nomination & Remuneration Committee, adopted a Policy on remuneration of Directors and Senior Management.

Performance evaluation of the Board was carried out during the Financial Year. Details of the same are given in the Corporate Governance Report.

Policy on directors appointment and remuneration and other details

FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS

Details regarding the familiarization program held for the Independent Directors is given in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Given the nature of the Companys business activities, particulars relating to Conservation of Energy and Technology Absorption, as required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable.

Foreign exchange outgo (actual outflows): Nil

Foreign exchange earned (actual inflows): Nil

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations the consolidated audited financial statement forms part of this Annual Report.

BOARD COMMITTEES

At present, the Board has the following committees to assist in its work:

i. Audit Committee to, inter-alia, oversee and review the financial reporting system and disclosures made in its financial results;

ii. Stakeholders Relationship Committee to, inter-alia, redress investor complaints;

iii. Nomination & Remuneration Committee to, inter-alia, approve appointments and remuneration of executive directors and lay down nomination and remuneration policies of the Company;

iv. Compensation Committee to administer employee stock option schemes;

v. Business Review Committee to review business, projects and opportunities that arise from time to time;

vi. Corporate Social Responsibility Committee to formulate and implement a corporate social responsibility policy for the Company and

vii. Risk Management Committee to monitor and review the risk management plan of the Company.

The constitution of various committees, its powers, duties and meetings during the Financial Year have been elaborated in detail in the Corporate Governance Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any amount / shares due to be transferred to Investor Education and Protection Fund.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established by the Board along with a whistle blower policy. The whistle

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since there is no average net profit for the Company for the previous three financial years, no specific funds are required to be set aside and spent towards the Corporate Social Responsibility of the Company during the Financial Year.

ANNUAL RETURN

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by Mr. Veeraraghavan. N, Practicing Company Secretary (Certificate of Practice Number 4334) is attached and forms integral part of this Report (herein referred to "Corporate Governance Report").

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Attention of the members is invited to a separate section titled Management Discussion and Analysis Report which is covered in this Annual Report.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, neither the statutory auditors nor the secretarial auditor has reported any instances of fraud to the Audit Committee pursuant to Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Mitesh Shah & Co., Company Secretaries (Firm Registration Number P2025MH104700) were appointed as the Secretarial Auditor of the Company at the 24th Annual General Meeting held on 30th September, 2025 for a period of five (5) years, commencing from the Financial Year 2025-26 upto and including the financial year 202930, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report;

Mr. Mitesh Shah has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company.

SECRETARIAL AUDIT REPORT

In terms of Regulation 24A of SEBI Listing Regulations and provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report in Form no. MR-3 has been annexed to this Board Report as Annexure 2.

With respect to the observations made by the Secretarial Auditor in their audit report the Board would like to state that

1. There were delays in the submission of the Standalone and Consolidated Financial Results for the quarters ended 30th June 2025, 30th September 2025, and 31st December 2025, which were all submitted on 24th February 2026. The said delay was attributable to the fact that the finalisation of accounts could not be completed in time due to certain issues requiring further clarification and discussion. The financial results were eventually submitted on 24th February 2026, thereby ensuring compliance with the requirements under Regulation 33 of the SEBI Listing Obligations and Disclosure Requirements Regulations.

2. The re-appointments of Mr. Vinod Sahai and Mr. Sunilbhai Chhabaria, Independent Directors whose terms of office expired on 30th July 2025 was, on the recommendation of the Nomination and Remuneration Committee made on 3rd September 2025 and duly approved by the members at the Annual General Meeting held on 30th September 2025. Though the re-appointment was made after the expiry of their term, their re-appointments were made effective from 31st July 2025.

3. The appointment of Ms. Komal Goel as an Independent Director was approved by the Shareholders by an Ordinary Resolution at the Extraordinary General Meeting held on 7th April 2025, instead of the requisite Special Resolution as required under Regulation 25(2A) of SEBI LODR. The said noncompliance was subsequently rectified by passing a Special Resolution at the Annual General Meeting held on 30th September 2025.

4. The Board of Directors of the Company, in its meeting held on 18th June, 2026 appointed Ms. Amatulla Akil Chunawala w.e.f. 22nd June 2026, as the Company Secretary and Compliance Officer and designated as Key Managerial Personnel of the Company.

The aforementioned explanations have also been communicated to the respective stock exchanges.

STATUTORY AUDITORS

M/s. N V C & Associates LLP (Formerly known as Natvarlal Vepari & Co. LLP), Chartered Accountants (FRN: 106971W/ W101085), the Statutory Auditors of the Company, hold office until the conclusion of the 26th Annual General Meeting ("AGM").

The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

STATUTORY AUDITORS REPORT

The Statutory Auditors have qualified their opinion in their Independent Auditors Report as follows:

Material Uncertainty relating to Going Concern.

We invite attention to Note 27 of the Financial Statement relating to material uncertainty relating to going concern. The Companys current liabilities exceeded current assets significantly and are at 1,12,907.20 lacs. There is a continuing mismatch including defaults in payment of its financial obligations to its subsidiary Company. The liquidity crunch is affecting the Companys operation with increasing severity. We also invite attention to note 26 of the Statement wherein status of various SPV projects which are stressed due to delay in completion, cost overrun, liquidity crunch and have legal issues, arbitration proceedings or negotiations including the pending NCLT petition filed by the creditors of PHPL. The future of these projects as also the successful progress and completion depends on favourable decisions on outstanding litigations being received by the Management. The resolutions planned by the Management are pending since a long time and are not concluding in favour of the Company. These conditions indicate the existence of Material Uncertainty which may impact the Companys ability to continue as a going concern. Our report is not qualified on this matter.

Emphasis of Matter

Without qualifying our opinion, we draw attention to the following matters;

(a) Attention is invited to Note 28 (a) of the Standalone Financial Statements in respect of Patna Highway Projects Limited (PHPL) where the CIRP proceedings have been initiated. NCLT has approved the resolution plan vide order dated May 10,2022 submitted by

Resolution Professional and as per the NCLT Order no surplus is available to the Company. The Company lost the appeal before NCLAT and has filed an appeal in Supreme court against the NCLAT order and expects a favourable outcome on the matter. Pending the outcome, in view of the long pendency of the matter under litigation, the Company out of abundant caution and on the principle of prudence has impaired the entire exposure in its books for accounting purposes while retaining its right to litigate. The Lawyers have advised the management that it has a good case for a favourable outcome of the litigation. Since the invocation of the guarantee is also subject to litigation as detailed in the note, the Company has not accounted the invocation. Exposure of the Company is 1,19,024.39 lacs (non - funded) and funded exposure of Rs. 21,294.65 lacs, funded exposure of is already provided in financial statements.

(b) Attention is invited to Note 26(a) of the Standalone Financial Statements in respect of Indira Container Terminal Private Limited, where the exposure of the Company pursuant to the achievement of the OTS and the introduction of the New investor is 4,834.87 lacs (funded) and 3,500 lacs (Bank Guarantee), the management asserts that this amount is due and receivable from operations, on account of the improved viability pursuant to the OTS, and the arbitration claims and does not need any provisions presently. We have relied on the management assertions in this matter.

(c) Attention is invited to Note 26 (e) of the Standalone Financial Statements, relating to a Pravara Renewable Energy Limited , where there are multiple legal challenges existing before various fora which are not concluding with respect to Karkhana has taken illegal / unauthorized possession of the Plant and has been running the plant without authorization / consent of the Company, no information is forthcoming regarding purchase/sales from the project although the same are carried out in the name of the SPV, the receiver appointed by the DRT does not report the transaction to the SPV and operates the unit without recourse to the management of the SPV, the SPV is marked as a NPA by the lenders, the statutory auditor of the SPV have disclaimed their opinion in their audit report for the year ended March 31,2024 for illegal occupancy of the factory by Karkhana and that the access to facility and records and transactions for the period from January 1, 2022 to March 31, 2024 are not available with the Company and since then no financial statements are available.

Based on recent updates, karkhana has withdrawn its Securitization Application in view of the DRT order dated 27-02-2025, wherein it was noted that the Plant was auctioned and in view of the banks recovering their dues in the auction. The SPV unaware of all these developments between kharkana and lenders has

filed Interim Application (IA) before DRT, Mumbai to seek the details and documents of auction from the Bank and is awaiting the final hearing on the matter.

The Company on a prudent basis has provided for the entire funded exposure in the previous period, however there is exposure towards non funded exposure of 19,167.00 lacs.

(d) We invite attention to note number 26(b) wherein the Company has detailed about the Settlement Agreement with MPRDC/MORTH by one of its SPV namely SSRPL and the One-time settlement agreement with the lenders where the Company also is a party. During the year, the OTS was completed and the necessary payments were made by MORTH/ MPRDC in terms of settlement agreement, and the necessary impacts for the OTS have been given by both the SPV and also the Company in its Standalone Financial Statements..

The SPV have received confirmation from the lenders of the SPV that payment have been received from MORTH/ MPRDC pursuant to the One-time settlement agreement and subsequently the SPV has also received no dues cum release certificate from Punjab National Bank ( Lead Bank) on behalf of all the members of the Lenders Consortium confirming that the Corporate guarantee given by the Holding Company i.e. AJR Infra & Tolling Limited (Corporate Guarantor) has been released and the Corporate Guarantor is discharged from all liabilities and Bank dues. In view of the aforesaid settlement and subsequent receipt of no due cum release certificate, the Company has reversed the said liability in its books and reversed the provision made against the receivable from the SPV. The said reversal is shown as an Exceptional item.

Management Clarification for the afore-mentioned qualified opinions by the Statutory Auditors in their Report are provided as below:

The Company has been facing a working capital mismatch primarily due to the default of the SPV to fulfil the financial obligations towards their lenders. The Management has been discussing with the authorities and also the lenders regarding the settlement of dues. In the Current years, the Company has also managed to reduce corporate debt to a great extent by negotiating One time Settlement agreement with the Lenders of the stressed subsidiaries. This was possible through arrangement for funds through Prospective investors and also through amicable settlement with the concessioning authority in accordance to which direct payments were released in favour of the lenders in full and final settlement of all the dues.

The Company has been going through a liquidity crunch in view of the significant disparity between the companys internal accruals and the requirement for ongoing revenue expenditure mainly related to the litigations / arbitration proceedings. The Company feels that they have a favourable positions in the legal / arbitration matters. The Management has liquidated some of its investments in the subsidiaries / Associates and also monetised some of the claims receivable from old Projects which has helped the company in defraying the operational expenses and pursuing the pending Legal / Arbitration matters.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure 3.

During the Financial Year, none of the employees are in receipt of remuneration which is in excess of the limits as specified in Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Consequent to change in personnel of the Company and its subsidiaries, the Board had re-constituted Internal Complaints Committee (Committee) w.e.f. 1st September, 2022. The Committee now comprises of Ms. Charushila Choche as Chairperson, Mr. Ravindra Desai, Mr. S. Lakshmayyah and Ms. Akansha Rathi, Company Secretary in Practice and Insolvency Professional (external member) as the members of the Committee.

During the Financial Year, no complaint was filed before the Internal Complaints Committee.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.

LISTING OF EQUITY SHARES ON EXCHANGES

Both National Stock Exchange India Limited and BSE Limited has suspended the trading in securities of the Company with effect from 13th March, 2023 due to noncompliance with Regulation 33 of SEBI Listing Regulations for two consecutive quarters i.e. June 30, 2022 and September 30, 2022. Hence, no stock market price data or the period 01-04-2024 to 31-03-2025 is available. The Company has since then complied with and continues to comply with all the Listing Regulations. The Company is working with the exchanges to revoke the suspension.

THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961 / the Code on Social Security, 2020.

RISK MANAGEMENT POLICY

The Company has developed and implemented a robust Risk Management Policy aimed at identifying, assessing, and mitigating internal and external operational and financial risks.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR

AJR Infra And Tolling Limiteds ("AJR") had provided Corporate Guarantee towards the due repayment of debt of its erstwhile subsidiary, Patna Highway Projects Limited ("PHPL"). In view of the default of PHPL to repay its dues, the Lenders of PHPL, Phoenix ARC Limited ("Phoenix ARC"), formerly Phoenix ARC Private Limited initiated Section 7 proceedings against AJR before the Honble NCLT, Mumbai. The Company has litigated the same before the NCLT Mumbai where the matter was heard and dissenting order dated 17.12.2024 was passed by the members. The matter was placed before the Honble President under Section 419(5) of the Companies Act, 2013, for constitution of a Third Member Bench. After being heard on a couple of dates, the petition filed by Pheonix ARC Private Limited was dismissed vide order dated 04.07.2025 by Honble NCLT. Pheonix ARC Private Limited filed an Appeal being Company Appeal (AT)(INS) 1083 of 2025 before NCLAT, Delhi on 09.07.2025. Arguments have been advanced by both sides.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the support received by the Company from its shareholders and employees. The Directors also wish to acknowledge the co-operation and assistance received by the Company from its business partners, bankers, financial institutions and various Governments, Semi Government and Local Authorities.