MBL Infrastructure Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the Thirty First Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2026.

Particulars	Standalone	Consolidated
	Year ended	Year ended
	2025-26	2024-25	2025-26	2024-25
Total Income	21,214	20,341	27,159	24,835
Earnings Before Interest,Taxes and Depreciation	8,668	2,399	10,602	1,154
Less: Finance Costs	2,139	1,109	3,847	6,061
Less: Depreciation	359	437	5,429	6,052
Profit before Tax	6,170	853	1,326	(10,959)
Exceptional Items	(13)	4,026	1,655	27,842
Less: Provision for Tax (Current & Deferred)	5,230	-	5,240	(66)
Profit After Tax	927	4,879	(2,259)	16,949
Balance carried to Balance Sheet	927	4,879	(2,259)	16,949

State of the Companys affairs

The Resolution Plan dated 22.11.2017 submitted by Mr. A K Lakhotia under the Insolvency & Bankruptcy Code, 2016 (IBC, 2016) with 78.50% voting share of Committee of Creditors (CoC) was approved by the Flonble National Company LawTribunal ("NCLT"), Kolkata by order dated April 18,2018. Orders dated March 11,2022, September 13, 2023 and September 30, 2024 by NCLT, Kolkata, Orders dated August 16, 2019, May 23, 2023 and August 10, 2023 by Honble National Company Law Appellate Tribunal ("NCLAT") and Orders dated January 18, 2022, August 04, 2023 and September 25, 2023 by Honble Supreme Court were passed regarding approval and implementation of the Resolution Plan. The Resolution Plan has attained finality. The documents for implementation of the Approved Resolution Plan have been executed by the Banks and the date of implementation of the Package/Resolution Plan has been declared by the Banks as September 04,2024.

In terms of the approved Resolution Plan, working capital fund based facilities of Rs.37.38 crores in form of cash credit and non-fund based facilities of T303.63 crores in form of BankGuarantees/Letters of Credit are available with the Company. All dissenting banks have been full and final settlement/liguidation value of Rs. 49.66 crores in terms of the approved Resolution Plan and No Due Certif cate(s)/ NoCs have been issued by them. The account of the Company with the working capital consortium Bank have been upgraded to Standard. Further, the Company has permission to raise Fund Based Facilities of Rs.100 crores and Non Fund Based Facilities of Rs.250 crores for new contracts against specific charge on receivables/stocks of such contracts. The Company has now started bidding for the new projects.

The Resolution Plan is under Successful Implementation by the Company and the SRA. The Company has been regular in making payments of interest and principal amounts in terms of theapproved Resolution Plan. The Company has made substantial payments to the operational creditors and there is regularity in payment of current operational creditors.

Promoters and entities forming part of Promoter Group have contributed Rs.11,165 lakhs ( Rs.8,846 lakhs fresh induction and Rs.2,319 lakhs out of existing dues) and eguity shares have been allotted in terms of the approved Resolution Plan.

The Company has successfully completed/handed over/ received completion certificates for various public interest projects since the approval of the Resolution Plan.

The total income of the Company during the FY 2025-26 was Rs.21,214 lakhs on standalone basis and Rs.27,159 lakhs on consolidation basis as against Rs.20,341 lakhs on standalone basis and Rs.24,835 lakhs on consolidation basis during FY 2024-25. The Company had profit after tax including exceptional item of Rs.927 lakhs on standalone basis and loss of Rs.2,259 lakhs on consolidation basis during FY 2025- 26 as against profit of Rs.4,879 lakhs (including exceptional item of T4026 lakhs) on standalone basis and profit of Rs.16,949 lakhs (including exceptional item of Rs.27,842 lakhs) lakhs on consolidation basis during FY 2024-25. During the year, exceptional items for Rs.13 lakhs on standalone is due to increase in past service cost of gratuity arising from implementation of New Labour Codes of Government of India. Out of exceptional item of T1655 lakhs on consolidated basis, T1634 lakhs is due to implementation of the approved Resolution Plan under IBC, 2016 of MBL (MP) Toll Road Company Ltd and are capital in nature and no income/profit has accrued and no cash flow is be realized to the Company and Rs.21 lakhs due to increase in past service cost of gratuity arising from implementation of New Labour Codes of Government of India.

On account of cost over-run arising due to client responsibility delays, clients suspension/ termination of projects, deviation in design, change in scope of work, etc. significant amounts have been withheld. The Company is pursuing its receivables which are at various stages of negotiations/discussions with the clients/ arbitrations/litigations. The Company has been successful in winning some arbitration awards.

There are lot of opportunities in the core competency areas of the Company. With impetus of the government on infrastructure sector, the Company is poised for growth trajectory and the level of operations is expected to increase substantially.

Changes in the Nature of Business, if any

There has been no change in the nature of business of the Company during the FY 2025-26.

Changes in Share Capital

During the period under review, there was no change in the Authorised capital of the Company, which is Rs.160 crores divided into 16,00,00,000 eguity shares of TIOeach.

During the year, in terms of the approved Resolution Plan, the Company has issued and allotted 300 lakhs eguity shares of Rs.10 each to entities forming part of Promoter Group. The paid-up eguity share capital of the Company as on 31.03.2026 has increased from Rs.122.53 crores divided into 12,25,29,256 eguity shares of Rs.10each to Rs.152.53 crores divided into 15,25,29,256 eguity shares of Rs.10 each.

As on the date of Report, in terms of the approved Resolution Plan, further allotment of 0.34 crores of eguity shares of Rs.10 each have been made to entities forming part of Promoter Group and the paid- up eguity share capital is Rs.155.88 crores divided into 15,58,29,256 eguity shares of Rs.10 each.

Transfer to Reserves

During the period under review, no amount is to be transferred to General Reserve.

Dividend

The Directors do not recommend any dividend for the year.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is enclosed as Annexure-A and forms an integral part of this Annual Report.

Material Changes and Commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Yearof the Company to which the Financial Statements relate and the date of the Report Other than as stated elsewhere in this report, there are no material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

Annual Return

The Annual Return of the Company as on March 31,2026 is available on the Companys website and can be accessed at web link: https:// www.mblinfra.com/uploadimaaes/pdf/pdf 1786020673.pdf

The Company has complied with the reguirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 ("LODR") relating to Corporate Governance Report ("CGR").

A section titled "Corporate Governance Report" along with the Practicing Company Secretary Certificate on Corporate Governance pursuant to reguirement of Regulation 34 read with Para C of Schedule V of the Listing Regulations confirming compliance with the conditions of the Corporate Governance is annexed as Annexure-B and forms integral part of this Report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Board Meetings

During the year 4 (four) Board Meetings were convened and held, details of which are provided in enclosed Corporate Governance Report. Directors participated in the meetings of the Board and Committees held in person/ through video conferencing/ other audiovisual means.The intervening gap between the meetings was within the period prescribed under the Act and LODR.

Independent Directors Declaration

The Company has received declarations from Mr. Ram Dayal Modi, Mr. Dinesh Kumar Saini, Mr. Mukesh Kumar Jain, Ms. Megha Singh, Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of LODR. In the opinion of the Board, the Independent Directors possess the reguisite expertise and experience and are persons of high integrity and repute. There has been no change in the circumstances affecting their status as independent directors of the Company and they are not aware of any circumstances or situation that could impair or impact their ability to discharge their duties with an objective independent judgement and without external influence.

Board Evaluation

The Board, in terms of the policy devised by Nomination & Remuneration Committee and pursuant to the provisions of the

Act and LODR, has carried out an annual performance evaluation of its own as well as its committees and individual directors. The manner in which the evaluation has been carried out is stated in the enclosed CGR.

Directors & Key Managerial Personnel

During the period under review shareholders in AGM held on 20.09.2025, on recommendation of the Board, had approved appointment of Mr. Mukesh Kumar Jain as Independent Director of the Company for a term of 5 years w.e.f. 05.07.2025. Mr. Ranjit Datta, Independent Director, consequent upon completion of his term as Independent Director of the Company, ceased to be Independent Director of the Company w.e.f. 12.08.2025.

The shareholders oftheCompany in the Annual General Meeting held on 12^th August, 2023 approved re-appointment of Mr. Anjanee Kumar Lakhotia as Managing Director oftheCompany fora period of 5 years w.e.f. 25^th May 2024 and had approved payment of remuneration for a period of 3 years w.e.f. 25^th May, 2024. The Board after considering the recommendation of Nomination & Remuneration Committee and evaluation done by Independent directors in their respective meetings held on 30^th May, 2026, considered and approved payment of remuneration for the remaining tenure of 2 years of Mr. Anjanee Kumar Lakhotia as Managing Director of the Company, subject to approval of the Shareholders in the ensuing Annual General Meeting. The shareholders in the Annual General Meeting held on 20.09.2025 had approved reappointment of Mr. Surender Aggarwal as a WholeTime Director/ Executive Director upto 30.09.2026. On the recommendation of the Nomination & Remuneration Committee and subject to approval of the shareholders in the ensuing AGM, the Board in its meeting held on 30.05.2026, approved re-appointment of Mr. Surender Aggarwal as Whole-time Director/Executive Director of the Company w.e.f. 1.10.2026 upto 30.09.2027, liable to retire by rotation. Necessary consent from Mr. Surender Aggarwal to act as Whole-time Director of the Company, if appointed, and declaration that he is not disqualified to act as a director has been received. The Board is of opinion that his re-appointment is appropriate and in the best interest of the Company. Mr. Anjanee Kumar Lakhotia is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment. The brief resume/proflle of Mr. Anjanee Kumar Lakhotia and of Mr. Surender Aggarwal is attached with Notice for the ensuing AGM.

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Anjanee Kumar Lakhotia, Chairman & Managing Director, Mr. Surender Aggarwal, Executive Director, Mr. Darshan Singh Negi, Chief & Financial Officer and Mr. Anubhav Maheshwari, Company Secretary & Compliance Officer.

Directors Responsibility Statement

The Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanations, wherever required;

b) they have selected such accounting policies and applied them consistently and madejudgmentsand 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 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 Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and operating effectively; and

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

Corporate Social Responsibility (CSR)

The CSR policy of the Company is in accordance with the requirement of the Companies (CSR policy) Rules, 2014 and is available on the Companys website at https://www.mblinfra.com/ uoloadimaaes/odf/pdf 1755585396.pdf The expenditure on activities undertaken are in accordance to schedule VII of the Act.

The Annual Report on the CSR activities is enclosed as Annexure-C and forms integral part of this Report.

Performance of Subsidiary Companies

The contribution of the Subsidiary Companies to the overall performance of the Company is given as note 47 of the consolidated Financial Statement. Pursuant to Section 129(3) of the Act and Ind AS-110 issued by the ICAI consolidated financial statements includes financial statement of subsidiary companies. The statement containing salient features of the financial statement of the subsidiary companies is enclosed as Annexure-D and forms integral part of the Report.

Suratgarh Bikaner Toll Road Company Pvt. Ltd. is a material subsidiary oftheCompany as perthresholds laid down under Listing Regulations. The Board of Directors of the Company has approved a policy for determining material subsidiaries which is in line with the Listing Regulations, as amended from time to time. The policy has been uploaded on website of the Company at weblink https:// www.mblinfra.com/uploadimaaes/pdf/pdf 1754393221 .pdf.

The Audited accounts of each subsidiary is placed on the website of the Company www.mblinfra.com and copy of separate financial statement in respect of each subsidiary shall be provided to any shareholder of the Company on request.

During the year, the Board of Directors reviewed the affairs of the Subsidiary Companies. Summary of the BOT projects undertaken by the Company through its subsidiary companies is as under:

Project	SPV/Subsidiary companies	Type	Current Status
Development & Operation of Bikaner- Suratgarh Section of NH - 62 in the State of Rajasthan	Suratgarh Bikaner Toll Road Company Private Limited	Toll	Operational
Strengthening, Widening, Maintaining and Operating of 18.303 kms Waraseoni- Lalbarra Road in the state of Madhya Pradesh	MBL (MP)Toll Road Company Limited	Toll + Annuity	Operational

AUDITORS

Statutory Auditors

M/s SARC & Associates, Chartered Accountants, (Firm Registration No . 006085N) were re-appointed as Statutory Auditors of the Company in the ACM held on July 30, 2022 for a further period of 5 (Five) consecutive years till the Annual General Meeting to be held in the calendar year 2027, at such remuneration mutually agreed and approved by the Board.

The Auditors have confirmed that they are not disgualified from continuing as Statutory Auditors of the Company and hold a valid certificate issued by Peer Review Board of the ICAI.

The Auditors report does not contain any gualifications, reservations and adverse remarks or disclaimer. The note on financial statements referred to Auditors Report are self- explanatory and do not call for further comments. There has been no fraud reported by the Statutory Auditors during the period. The Auditors attended the previous AGM of the Company.

Secretarial Auditors

The shareholders of the Company in AGM held on 20^th September 2025 approved appointment of M/s Anjali Yadav & Associates as Secretarial Auditor to conduct Secretarial Audit of the Company for a term of 5 years i.e. till 2029-2030. M/s Anjali Yadav & Associates, Practicing Company Secretaries is a Peer Reviewed Company Secretary and has given a declaration that it is not disgualified for appointment under the Companies Act, 2013. The Secretarial Audit Report for FY 2025-26 is enclosed as Annexure-E and forms integral part of the Directors Report. The Secretarial Audit Report does not contain any reservations or remarks or disclaimers. There has been no fraud reported by the Secretarial Auditor during the period.

Pursuant to Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, issued by SEBI, the Company has also obtained Annual Secretarial Compliance Report from M/s. Anjali Yadav & Associates, Practicing Company Secretaries, on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and the copy of the same has been submitted with the Stock Exchanges within the prescribed due date.

The Secretarial Audit Report of Kuldeep Dahiya & Associates, Practicing Company Secretary, who is also a Peer Reviewed Company Secretary, for material unlisted company is enclosed as Annexure-F. The Secretarial Audit report does not contain any reservation or adverse remarks or disclaimers. There has been no fraud reported by the Secretarial Auditor during the period.

Cost Auditors

As per the reguirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, company is reguired to maintain cost records and accordingly such accounts are made and maintained every year. The Board of Directors on the recommendation of Audit Committee has appointed M/s Dipak Lai & Associates, Cost Accountant as Cost Auditors of the Company for the Financial Year ending 2026-27 at a remuneration of Rs.40,000/- (Rupees Forty thousand only) plus applicable taxes and reimbursement of out of pocket expenses, subject to ratification by members in the ensuing AGM.

The Cost Audit report for 2024-25 does not contain any qualification or reservation or adverse remark or disclaimer. There has been no fraud reported by the Cost Auditor during the year.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees or investments made under Section 186 of the Act are given in the note to the financial statements.

Particulars of Contract or Arrangements with Related Parties

The Company related party transactions ("RPT") are with its Subsidiary Companies, Special Purpose Vehicles, Associate Companies, Joint Ventures/Enterprise-Participation, which are entered for synergy of operation, long-term sector environment strategy, legal requirements, liquidity and capital requirement of Subsidiary Companies, Associate Companies, Joint Venture/ Enterprise Participation..

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arms length basis and in the ordinary course of business. Hence, disclosure in form AOC-2 under the Act read with the rules made therein is not required. The Company has not entered into any contract/ arrangement/ transaction which would be considered as material in accordance with the policy of the Company on the materiality of the related party transaction. The details of RPT transactions forms part of the notes to audited financial statements.

None of the transaction with any related parties were in conflict with the Company interest.

The policy on Related Party Transactions as approved by the Board may be accessed on the weblink https://www.mblinfra.com/ uoloadimaaes/odf/pdf 1777120291 .pdf

Significant and Material Orders

There are no other significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status and Companys operations in the future.

Further the membersattention is drawn to the notes forming part of Financial Statements including statement of contingent liabilities and commitments

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

i) Conservation of energy is an ongoing process in the Companys activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding conservation of energy

ii) The Company had not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources, which needs to be absorbed or adapted.

iii) During the period under review, Foreign exchange earning & outgo is given below:

Foreign Exchange earned	Nil
Foreign Exchange Outgo	Rs.946 lakhs

Risk Management

The Company has a mechanism in place to inform Board Members about the risk assessment and minimisation procedures. The Company has in place Risk Management Policy and Risk Manual which helps in framing, implementing and monitoring the risk management plan of the Company. The details of the identification of the various risk associated with the business of the Company which in the opinion of the Board may threaten existence of the Company is detailed in the Annual Report.

Committees of Board

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. StakeholdersRelationship Committee

4. Corporate Social Responsibility Committee

The composition, terms of reference and number of meetings of the Committees during the period under review and changes made therein is covered in the enclosed CGR.

Particulars of the Employees

Disclosures pertaining to remuneration and other details as required under Section 19/(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) is enclosed as Annexure-G. Particulars of employee remuneration, as per Section 19/(12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report. The Annual Report is being sent to the shareholders, excluding the aforementioned information. The information will be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of ensuing ACM and a copy of the same will also be available electronically for inspection by the members during the ACM. Any member interested in obtaining such information may write to the Company Secretary of the Company.

Remuneration Policy

The Company has in place Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel to align with the requirement of the Act and FODR. The brief particulars of the remuneration policy are stated in the enclosed CGR and is available on the website of the Company at weblink https://www. mblinfra.com/uploadimaaes/pdf/pdf 1684306398.pdf There has been no changes in the policy during the year.

Statement in respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements

The purpose of the internal control is to prevent risk arising in course of operations by adopting appropriate controls and process, especially with regard to conformity with the laws, compliance with the strategy, the guality of accounting and reporting, and the guality of process and protection of assets amongst others.

Your Company has an effective internal control system commensurate to its size, scale and complexities of its operations. The Company has in-house Internal Audit Department comprising of professional executives. The Internal Audit Department has conducted the Internal Audit in line with the scope formulated, functioning, periodicity and methodology agreed with the Audit Committee. The Internal Audit Department monitors and evaluates the efficacy and adeguacy of the internal control system in the Company, its compliance with operating systems and accounting procedures and policies adopted by it Based on the reports of the internal audit, process owners undertake corrective action, if reguired, in their respective areas and thereby strengthening the controls. The Board of Directors on recommendation of Audit Committee has approved appointment of M/s VPC & Associates, Chartered Accountants, as Internal Auditors of the Company for FY 2026-27 under provisions of section 138 of the Act. The Company has appointed consultants/professionals to conduct Cost Audit and Secretarial Audit and observations made, if any, are reviewed by the Management periodically and corrective actions, if reguired, are taken.

Statement on compliance of Maternity Benefits

The Company, during the period under review, has complied with all the applicable provisions of the Maternity Benefit Act, 1961.

Whistle Blower Policy/Vigil Mechanism

The Company has in place Vigil Mechanism/Whistle Blower Policy for director and employees to report genuine concerns. The policy is available on the website of the Company www.mblinfra.com. and the brief particulars of the establishment of Vigil Mechanism is provided in the enclosed CGR.

Deposits

During the period under review, no deposits were accepted by the Company.

Proceedings under Insolvency & Bankruptcy Code (IBC), 2016

Honble NCLT, Principal Bench, New Delhi vide order dated 21.01.2025 had initiated Corporate Insolvency Resolution Process under Insolvency and Bankruptcy Code (IBC), 2016 against MBL

(MP) Toll Road Company Limited (MTRCL). The Resolution Plan submitted by the Company was approved by The Adjudicating Authority Honble NCLT, Principal Bench, New Delhi vide order dated 12.09.2025. The approved Resolution Plan stands implemented as recorded by Honble NCLT, Principal Bench, New Delhi vide order dated 14.10.2025.

Suratgarh Bikaner Toll Road Company Private Limited (SBTRCPL) is under Corporate Insolvency Resolution Process (CIRP) vide order dated DecemberOl ,2025 passed by Adjudicating Authority, National Company LawTribunal, Kolkata.The powers of the members of the Board of Directors are suspended and management of the SBTRCPL vests with Resolution Professional. SBTRCPL being MSME and the Company also being MSME is eligible to submit the Resolution Plan under IBC, 2016 and is one of the Prospective Resolution Applicant. The Company has submitted Resolution Plan for SBTRCPL which is being evaluated by Committee of Creditors.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Company has in place a policy on Prevention of Sexual Harassmentat workplace.This policy is in line with the reguirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. The constitution of the Committee is in compliance with the aforesaid act. During the period under review, no complaint was pending neither any complaint was filed pertaining to Sexual Harassment Policy.

The constitution of Internal Complaint Committee is in compliance with the reguirement of the aforesaid Act

Acknowledgements

We convey our grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from all the Stakeholders, its esteemed customers, shareholders, business associates, banks, financial institutions, Government authorities and other stakeholders.

We place on record our appreciation to the contribution made by the employees at all levels.

	By Order of the Board
	For MBL Infrastructure Ltd.
Place: New Delhi	Anjanee Kumar Lakhotia
Date: 30th May 2026	Chairman & Managing Director