Newtime Infrastructure Ltd Directors Report

TO,

THE MEMBERS OF THE COMPANY

Your Directors are pleased to present the 41st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2025.

I. FINANCIAL RESULTS

(Rs.in lakhs)

SR. NO. PARTICULARS	STANDALONE		CONSOLIDATED
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
1. Revenue from Operations	390.00	755.00	516.47	741.94
2. Other Income	127.56	69.24	133.78	88.51
3. Total Revenue	517.56	824.24	650.25	830.45
4. Total Expense	674.13	626.26	944.42	719.70
5. Profit/(Loss) before Exceptional Items & Tax	(156.57)	197.98	(294.17)	110.75
6. Exceptional items	-	-	-	632.21
7. Profit / (Loss)before Tax	(156.27)	197.98	(297.17)	742.96
8. Less: Current Tax	8.20		8.20	6.45
Income tax expenses earlier year	16.82	-	16.82	-
Deffered Tax	-	-	-	0.15
9. Deferred Tax Liability	-	-	-	0.15
10. (Excess)/Short Provision	-	-	-	-
11. Profit after Tax	(181.58)	197.98	(319.19)	736.21
12. Share of Profit/(Loss] in associate and joint venture (net)	-	-	11.06	57.10
13. Other Comprehensive Income (net of tax)	0.95	0.88	0.95	0.88
14. Total Comprehensive Income	(180.63)	198.86	(307.17)	794.34
15. Paid up Equity Share Capital (Face Value of Rs. 1/- each)	5248.38	1749.46	5248.38	1749.46
16. Earnings per share	(0.03)	0.04	(0.06)	0.14

II. FINANCIAL HIGHLIGHTS AND STATEMENTS

The Financial Statement of the company for the FY 2024-25 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing Regulation).

The Audited Financial Statements along with Auditor Report for the FY 2024-25 into consideration have been annexed to the Annual report and also made available on the website of the company which can be accessed at www.newtimeinfra.in

During the period under review, based on Standalone financial statements, the Company earned Total revenue (including other income) of Rs. 517.56 Lakhs as compared to Rs. 824.24 Lakhs for the previous year; Loss after tax stood at Rs. 181.58 Lakhs as compared to Profit after tax of Rs. 197.98 for the previous year.

¦ Consolidated

During the period under review, based on consolidated financial statements, the Company earned Total revenue (including other income of Rs. 650.25 Lakhs as compared to Rs. 830.45 Lakhs for the previous year; Loss after tax for the year ended 31.03.2025 stood at Rs. 319.19 Lakhs as compared to Profit after Tax of Rs. 736.21 for the previous year.

III. CHANGE IN SHARE CAPITAL

a) Authorised Share Capital

As at 31st March, 2025, Authorised Share Capital of the Company is Rs. 63,20,00,000/- (Rupees Sixty Three Crore Twenty lakhs) comprising of 57,20,00,000 (Fifty Seven Crore and Twenty Lakhs) equity shares of Rs. 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of Rs. 10/-/-(Rupee Ten) each.

b) Change in the Issued, Subscribed and Paid-up Share Capital

During the Financial year 2024-25, the shareholders of the Company at their Extra Ordinary General Meeting held on 08th May, 2024 approved the following changes in the capital structure of the Company:

i. Increase in Authorized Share Capital of the Company

FROM existing Rs. 25,20,00,000/-(Rupees Twenty Five Crore Twenty Lakhs) comprising of

19.20.00. 000 (Nineteen Crore and Twenty Lakhs) equity shares of Rs. 1/-(Rupee One) Each and

60.00. 000 (Sixty Lakhs) Preference Shares of Rs. 10/- /-(Rupee Ten) each

TO Rs. 63,20,00,000/- (Rupees Sixty Three Crore Twenty lakhs) comprising of 57,20,00,000 (Fifty Seven Crore and Twenty Lakhs) equity shares of Rs. 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of Rs. 10/-/-(Rupee Ten) each.

ii. Issue of Bonus Shares

Your company has issued and allotted 34,98,92,000 (Thirty Four Crore Ninety Eight Lakhs Ninety Two Thousands) bonus shares of ^1 each in the proportion 2:1 i.e. 2 (Two) new fully paid-up equity share of ^1/- (Rupee One Only) each for every 1 (One) fully paid-up Equity Shares of ^1/- (Rupee one only) to the Members holding Equity Shares of the Company as on the record date i.e. 23rd May

Standalone

Post the above allotment of securities, the Paid-up Share Capital of the Company as on date of this

report stands increased to ^58,42,88,000/-(Rupees Fifty Eight Crore Forty Two Lakhs Eighty Eight Thousands) divided into 52,48,38,000 (Fifty Two Crore and Forty Eight Lakhs Thirty Eight Thousands) equity shares of ^1/-(Rupee One) Each and 20,00,000 (Twenty Lakhs) 1% NonCumulative Redeemable Preference Shares of ^10/- (Rupees Ten) Each and 39,45,000 (Thirty Nine Lakhs Forty Five Thousands) 10% Non-Cumulative Redeemable Preference Shares of ^10/- (Rupees Ten) Each.

iii. Variation of Existing 10% Non-Convertible Non-Cumulative Redeemable Preference Shares ("RNCPS") into 10% Compulsorily Convertible Preference Shares ("CCPS")

Further, the shareholders of the Company at their Extra Ordinary General Meeting ("EGM") held on 27th February, 2025 has approved variation in the terms/rights of existing 39,44,960 10% NonConvertible Non-Cumulative Redeemable Preference Shares ("RNCPS") into 2,35,50,530 10% Compulsorily Convertible Preference Shares ("CCPS") of Rs. 10 each and consequent issuance of 10% CCPS of Rs. 10 each, for which the company had submitted an in-principle application with the BSE on February 27, 2025 which is still under review and pending for approval.

IV. DIVIDEND AND RESERVES

During the financial year under review, the Board has not recommended any dividend and does not propose to transfer any amount to general reserve.

V. CHANGE IN REGISTERED OFFICE

There is no change in the registered office during the financial year 2024-25.

VI. CHANGE IN THE NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2024-25.

VII. PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

VIII. DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2025, 51,42,38,920 Equity Shares representing 97.981% of the equity share capital of the company are in dematerialized form, as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE997D01021. The Equity shares of the Company are listed on BSE Limited

IX. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the direction of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30th, 2024, September 30th, 2024, December 31st, 2024 and March 31st, 2025 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.

x ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of your Company has on the basis of recommendation of Nomination and Remuneration Committee has devised a policy for performance evaluation of the Directors, Board and its Committees, which include criteria for performance evaluation. Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of the Board collectively, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board/Committee processes and information provided to the Board, etc. Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Independent Directors of the Board also reviewed the performance of the Non-independent Directors and the Board, pursuant to Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations.

X. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the Board of Directors of the Company was duly constituted.

The following is the constitution ofthe Board of Directors and Key Managerial Personnel as on the date 31st March 2025:

NAME OF DIRECTORS/KMP	DIN	DESIGNATION
1 Mr. Ajay Kumar Thakur	10799462	Chairman (Executive Director) and Managing Director
2 Ms. Rajiv Kapur Kanika Kapur	07154667	Non-Executive - Independent Director
3 Mr. Manoj Kumar	08332775	Non-Executive - Independent Director
4 Mrs. Manisha Goel	09725308	Non-Executive - Non Independent Director
5 Mr. Sanjay Sharma	09534294	Non-Executive - Independent Director
6 Ms. Sehar Shamim	09503621	Non-Executive - Non Independent Director
7. Ms. Jyoti Verma	NA	Company Secretary & Compliance officer

During the period under review, the following changes occurred in the Position of Directors/KMPs of the Company.

SR.No. NAME OF DIRECTORS/KMP	DESIGNATION	CHANGE
1 Mr. Sri Kant (06951400)	Non-Executive & Independent Director	Resigned as Additional Director (Non- Executive & Independent) with effect from 11th April 2024.
2 Ms. Annu (M. No. A72060)	Company Secretary & Compliance Officer	Resigned, as Company Secretary & Compliance Officer of the Company with effect from 27th April, 2024.
3 Mr. Manoj Kumar (08332775)	Non-Executive & Independent Director	Appointed as Additional Director (Non-Executive, Independent) with effect from 14th April, 2024. Further, Shareholders, at their Extra ordinary general meeting held on 08th May, 2024 regularise the appointment Non-Executive Independent Director of the Company.
4 Mr. Vipul Gupta (09064133)	Non-Executive & Independent Director	Resigned as Additional Director (Non- Executive & Independent) with effect from 25th June 2024
5 Mr. Raj Singh Poonia (09615705)	Managing Director & CFO	Resigned as Managing Director & CFO with effect from 14th August 2024.
6 Mr. Ajay Kumar Thakur(10799462)	Managing Director	Appointed as Additional Director (Executive) with effect from 14th September, 2024. Further, Shareholders, at their Extra ordinary general meeting held on 27 th February 2025 regularize his appointment as Executive Director and also to consider his appointment as the Managing director of the Company.
SR.No. NAME OF DIRECTORS/KMP	DESIGNATION	CHANGE
7 Ms. Sehar Shamim (09503621)	Non-Executive & Non Independent Director	Appointed as Additional (Non-Executive Non Independent) Director with effect from 05th September, 2024. Further, Shareholders, at their annual general meeting held on 30th September, 2024 regularise the appointment Non-Executive Independent Director of the Company.
8 Ms. Rajiv Kapur Kanika Kapur (07154667)	Non-Executive Independent Director	Re-appointed as Independent director of the company for another term of 5 consecutive years in the Board meeting of the Company held on 14th November, 2024, her appointment is effective from 30.01.2025 to 30.01.2030
9 Ms. Jyoti Verma (M. No. A73170)	Company Secretary & Compliance Officer	Appointed, as Company Secretary & Compliance Officer of the Company with effect from 29th January, 2025-

After the closure of financial year, there are no changes occurred in the Position of Directors/KMPs of the Company except:

• Ms. Sehar Shamim, Non-Executive - Non Independent Director retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders approval for her re-appointment forms part of the 41st AGM Notice and

• Re-appointment of Ms. Rajiv Kapur and Kanika Kapur as independent director of the Company for another term of 5 consecutive years in the Board meeting of the Company held on 14th November, 2024, her appointment is effective from 30.01.2025 to 30.01.2030, subject to the approval ofthe shareholders in the ensuing AGM.

(B) WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board of the Company.

(C) 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) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

(D) FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Your Company has adopted a familiarization programme for Independent Directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions and HR Management etc.

Your company aims to provide the insight into the Company to its Independent Directors enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

Details of the familiarization programme of the Independent Directors are available on the website of the Company www.newtimeinfra.in

XI. CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP(S)/ COMMITTEE POSITION(S)

Based on the disclosures received, number of Directorship(s), Committee Membership(s), Chairmanship(s) of all the Directors are within the respective limits prescribed under the Act and SEBI Listing Regulations. Further, none of the Executive Directors of the Company served as an Independent Director in any other listed entities. Necessary disclosures regarding Committee positions in other public companies as on 31 March 2025 have been made by the Directors and reported in the Corporate Governance Report, which forms part of the Annual Report.

XII. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from M/s S Khurana & Associates, Company Secretaries in practice, pursuant to Regulation 34(3) and Clause 10(i) of Para C of Schedule V of the SEBI Listing Regulations, certifying that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such Statutory Authority and forms part of the Corporate Governance Report.

XIII. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board/Committee meetings are pre-scheduled, and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Boards or Committees approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, as permitted by law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision. The Board of Directors held 10 (ten) meetings during FY 2024-25, details thereof have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

Board Meetings held during 2024-25:

11.04.2024, 24.05.2024, 30.05.2024, 01.07.2024, 14.08.2024, 05.09.2024, 06.11.2024, 14.11.2024, 29.01.2025 and14.02.2025

XIV. AUDITORS AND THEIR REPORTS MEETING OF COMMITTEES

The Audit committee met Six (06) times during the FY 2024-25, Nomination and Remuneration Committee met Four (04) times during FY 2024-25 and Stakeholder Relationship Committee met once during the FY 2024-25. The details of composition of Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

M/s. Chatterjee & Chatterjee, Chartered Accountants, (FRN: 001109C) were re-appointed as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold such office for a period of five years till the conclusion of the 43rd Annual General Meeting. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion. The Notes to the Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors Report are self-explanatory and do not call for any further comments.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

Further following remarks has be added by Statutory Auditors as an Emphasis of matter;-

1. Trade payables, trade receivables and other loans and advances given or taken are subject to reconciliation and confirmation.

2. We draw attention to the matter reported in the audit report dated May 29, 2025 issued by the other auditor on the standalone financial statement of Pluto Biz Developers Private Limited, a subsidiary which describes that its other financial assets and other financial liabilities are subject to reconciliation and confirmation.

3. We draw attention to the matter reported in the audit report dated May 29, 2025 issued by the other auditor on the standalone financial statement of Wintage Infra Height Private Limited, a subsidiary which describes that its non-current assets, other financial assets and other current financial liabilities are subject to reconciliation and confirmation.

4. We draw attention to the matter reported in the audit report dated May 29, 2025 issued by the other auditor on the standalone financial statement of Kashish Projects Private Limited, a fellow subsidiary which describes that its other current assets and financial liabilities are subject to reconciliation and confirmation.

5. We draw attention to the matter reported in the audit report dated May 30, 2025 issued by the other auditor on the consolidated financial statement of Satelite Forging Private Limited, an associates which describes that its loans and advances and other recoverable and payables with vendors and other entities as at March 31, 2025, are subject to reconciliations and confirmations

XV. COST AUDIT AND COST REPORT

During the period under review, provision regarding the appointment of Cost Auditor & maintaining the Cost Records pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, is not applicable.

XVI. INTERNALAUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the Board of Directors had appointed M/s Ritu Jain and Co., (FRN: 021093C) to undertake the Internal Audit of the Company for the Financial Year ended on March 31, 2025.

XVII. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2024-25. Secretarial Audit Report issued by the M/s. S. Khurana & Associates, Company Secretaries, in Form MR-3 along with Secretarial Audit Report are annexed herewith as Annexure I and forms an integral part of this Report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

The said report contain following observations on which management comments are as under::

1. It has been observed that there have been a few delays in intimating and filing of intimations and results to Stock Exchange pursuant to SEBI (LODR) Regulations, 2015.

MANAGEMENT COMMENTS:

Due to a technical error, the Company was delayed in filing certain compliances on time. However, the Company assures that all future compliances will be completed on schedule.

2. The Company had convened the Annual General Meeting for the Financial Year 2019-20 on April 09, 2021 which was beyond the due date as prescribed. However, as informed by the management, compounding of the said default is still under process and has not yet started

MANAGEMENT COMMENTS:

The compounding of the said default is under processing and the Company is working upon the same.

3. Ms. Annu, Company Secretary and Compliance Officer resigned with effect from April 27, 2024 and Ms. Jyoti Verma was appointed as Company Secretary and Compliance Officer with effect from January 29, 2025. There has been a delay in appointing Company Secretary and Compliance Officer in terms of Regulation 6 of SEBI (LODR), 2015 read with Section 203 of the Companies Act, 2013.

MANAGEMENT COMMENTS:

The Company was in the process of identifying or hiring suitable person for the vacant position which took time more than expected. However, the Company assures that all future compliances will be completed on schedule.

4. During the reporting period; three subsidiaries (including step-down subsidiaries) were identified as material subsidiary on the basis of the financial statement for period ended on March 31, 2024. However, no compliance(s) with respect to the applicable provisions / regulations of the Companies Act, 2013 and SEBI (LODR), 2015 were observed.

MANAGEMENT COMMENTS:

The Company has reviewed the identification of material subsidiaries based on the financial statements for the period ended March 31, 2024. We are taking steps to ensure compliance with the applicable provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to these material subsidiaries

Secretarial Compliance Report:

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s S. Khurana and Associates, Company Secretaries in practice has given the Secretarial Compliance Report of the Company for the financial year 2024-25.

Wintage Infraprojects Pvt Ltd, Kashish Projects Pvt. Ltd and Atara Developers Private Limited, material subsidiaries of the Company for FY 2024-25, have also undergone Secretarial Audit in accordance with Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations.

Accordingly, the Secretarial Audit Reports for FY 2024-25 of Wintage Infraprojects Pvt Ltd, Kashish Projects Pvt. Ltd and Atara Developers Private Limited, issued by KRR & COMPANY, Company Secretary in practice.

Subsequent to the financial year, pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the SEBI Listing Regulations, the Board of Directors in its meeting held on 12 May 2025, based on the recommendation of the Audit Committee, approved the appointment of M/S AASK & Associates, Company Secretaries (Peer reviewed firm), as Secretarial Auditors of the Company for a term of 5 (five) consecutive years, commencing from FY 2025-26 to FY 2029-30, subject to approval of the members at the ensuing AGM. Brief profile and other details of M/S AASK & Associates, Company Secretaries, form part of the AGM Notice.

M/S AASK & Associates, Company Secretaries have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations and that they have no conflict of interest. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of the provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

XVIII. REPORTING OF FRAUD BY AUDITORS

During the financial year, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Act.

XIX. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

XX. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to transfer the said amount to the IEPF established by the Central Government as the company has not declared any dividend in any financial year.

XXI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory &statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

XXII. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:-

a) that in the preparation of the Annual Financial Statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors had 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) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

XXIII. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the Remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-II to this Report.

XXIV. HUMAN RESOURCE MANAGEMENT

At Company, we believe that our employees are the cornerstone of our success. To build a strong foundation, we carefully select, hire, and develop talented individuals who share our companys values, mission, and vision, driving us towards achieving our goals. A skilled workforce delivers more effectively, leading their own growth as well as the growth of the organisation. We provide trainings to our employees such as induction training, on- the-job training, skill-upgradation and behavioural trainings. We have various employee engagement activities to ensure that the employees feel engaged at work and to strengthen the mental and emotional connect that they feel towards their work, work environment and organisation. Our human resources focus is on hiring the best talent, improving efficiencies with optimized cost. We continue to hire people with the right competencies to ensure efficient, timely and high quality execution of our projects.

XXV. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Foreign exchange earning	Nil	Nil
Foreign exchange Outgo	Nil	Nil

XXVI. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

XXVII. CORPORATE GOVERNANCE REPORT

The Company is committed to sound corporate governance practices as well as compliance with all applicable laws and regulations. The Board believes that adopting the highest level of ethical principles will ensure that the Company continues to be the leading Company in the real estate sector. The Corporate Governance Report, as stipulated under Regulation 17 to 27 and Clause (b) to (i) and (t) of Regulation 46(2) and Paragraph C, D and E of Schedule V of the SEBI Listing Regulations, forms part of the Annual Report.

The requisite certificate from M/S S KHURANA & ASSOCIATES, COMPANY SECRETARIES, Secretarial auditor Auditors of the Company, confirming compliance with the conditions of corporate governance, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

XXVIII. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the

formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

XXIX. ACQUISITION MADE BY COMPANY

During the year under review, the Company had acquired a land measuring 19.60 acre (approx.) situated at "Village-Mitroan, Tehsil-Najafgarh, Distt.-South West, New Delhi-110043" from Aryahi Buildwell Private Limited for expanding its real estate activities.

The Company had already made an intimation over the stock exchange (BSE) vide the Reference no: NIL/BSE/01/2024-25 dated 3rd April, 2024.

XXX. INVESTMENTS IN SUBSIDIARIES

During the year under review, the Company subscribed to the Equity Share Capital of the following companies:

(Rs. in Lakhs)

Name of Company	Date of Investment	% of Holding	Amount of capital infused
Neoville Developers Private Limited	09th May 2024	100%	21.00
Aerthaa Luxury Homes Private Limited	12th June, 2024	100%	2.40

XXXI. MATERIAL UNLISTED SUBSDIARY (IES)

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining Material Subsidiary and the said policy is available on the Companys website at www.newtimeinfra.in. During the financial year, your Company had three material subsidiaries, namely Wintage Infraheight Private Limited, Kashish Projects Private Limited and Atara Developers Private Limited.

XXXII. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company has following subsidiaries as on 31st March 2025:

Name of Company	Status	% of Holding	Applicable Section
Aertha Luxury Homes Private Limited	Subsidiary	97.50%	2(87)
Wintage Infraheight Private Limited	Subsidiary	100%	2(87)
Magik Infraprojects Private Limited	Subsidiary	100%	2(87)
Pluto Biz. Developers Private Limited	Subsidiary	100%	2(87)
Mverx Technologies Private Limited	Subsidiary	100%	2(87)
Neoville Developers Private Limited	Subsidiary	100%	2(87)
Atara Developers Private Limited	Step down Subsidiary	100%	2(87)
Kashish Project Private Limited	Step down Subsidiary	100%	2(87)
Satelite Forgings Private Limited	Associate Company	37.86%	2(6)

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the Financial Statements of the Companys subsidiaries and the report on their performance and financial position in Form AOC-1 is annexed as Annexure-III to the financial statements and forms part of this Annual Report. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its Audited Standalone and the Consolidated Financial Statements has been placed on the website of the Company.

XXXIII. RELATED PARTY TRANSACTIONS AND POLICY

The Company has robust processes and procedures for identification and monitoring related party(ies) and related party transactions. The Companys policy on Related Party Transactions is in accordance with the requirements of the Act and SEBI Listing Regulations, which regulates the transactions between the Company and its related party (ies). The said policy is available on the Companys website at www.newtimeinfra.in . The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions.

During the financial year, all the related party transactions were entered on an arms length basis and in the ordinary course of business. No Material Related Party Transactions were entered during the financial year by the Company. In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure IV to this Annual Report.

The Related Party Transaction Policy is available on the Companys website under the web link www.newtimeinfra.in

XXXIV. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act read with SEBI Listing Regulations.

The Nomination and Remuneration Policy includes matters related to Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other related matters. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation program, the Company endeavors to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Companys website at https://www.newtimeinfra.in/ .

XXXV. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has formulated a vigil mechanism to address the genuine concerns, if any, of the Directors and employees. The vigil mechanism is overseen by the Audit Committee and every person has direct access to the Chairperson of the Audit Committee. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Companys website at the link: www.newtimeinfra.in

XXXVI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

The Company had received an email regarding the Provisional Attachment dated 05.09.2024 passed by the Deputy Director, Directorate of Enforcement, Gurugram, under Section 5 of Prevention of Money Laundering Act, 2002 to attach Shares or any other Securities held directly or indirectly by Promoter/Promoter Group of the Company on Provisional Basis. The same has been intimated to the BSE on 14th September, 2024.

"The said Order does not have any impact on the Operations or financial position of the Company."

XXXVII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year, the Company has made an investment aggregating to Rs. 6,33,00,000/- in the preference share capital of the Rollatainers Limited which was acquired from W.L.D Investment Private Limited on 02 th May, 2025 by way of subscription of:

a. 10,00,000 (ten lakhs) 2% Non-Convertible Redeemable Preference Shares, fully paid up of Rs.100/- each.

b. 1,40,000 (one lakh forty thousand) 10% Non-Convertible Redeemable Preference Shares, fully paid up of Rs.100/- each.

The additional details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Audited Financial Statements.

XXXVIII. EXTRACT OF ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at www.newtimeinfra.in

XXXIX. PREVENTION OF INSIDER TRADING

In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted the code of conduct to regulate, monitor & report insider-trading activities. The said code is available on website of the Company i.e. www.newtimeinfra.in

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information including a policy for determination of legitimate purposes is also in line with the SEBI PIT Regulations. Further, the Company has put in place an adequate and effective system of internal controls including maintenance of a Structured Digital Database and SOPs to ensure compliance with the requirements of the SEBI PIT Regulations to prevent insider trading.

XL. RISK MANAGEMENT POLICY

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entitys objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

XLI. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. The Company had issued 2,06,00,000 Fully Convertible Warrants ("Warrants") on November 25, 2024 to Non- Promoter Category, and out of the total number of Warrants issued, 1,36,00,000 Warrants is expire on 07th August, 2025, due to non-exercise of option to convert warrants into equity shares within the stipulated eighteen-month period from the date of allotment

XLII. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and take suitable measures for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention of women and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment.

As required under the Sexual Harassment of women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith.

The following is the summary of sexual harassment complaints received and disposed of during the Financial Year 2024-25.

1. No. of complaints pending as at the start of the financial year	0
2. No. of complaints filed during the financial year	0
3. No. of complaints disposed of during the financial year	0
4. No. of complaints pending as at the end of the financial year	0

XLIII. INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors grievances

VLIV. STATEMENT CONCERNING ABOUT COMPLIANCE OF PROVISION RELATING TO THE MATERNITY BENEFIT ACT 1961

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with applicable rules, the Board of Directors hereby states that the Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company ensures that all eligible women employees are extended maternity benefits in accordance with the provisions of the Act, including paid maternity leave, medical bonus, protection from dismissal during maternity leave, and provision of creche facilities (where applicable). The Company maintains a workplace that is inclusive, supportive, and in full compliance with applicable labor laws.

The internal policies and procedures of the Company are regularly reviewed to ensure adherence to statutory

requirements and to support the wellbeing of women employees during maternity and post-maternity periods. XLV. OTHER INFORMATION

During the year under review:

• there has been no material changes and commitments, affecting the financial position, which have occurred between the end of the financial year to which the financial statements relate and the date of the report;

• there has been no issue of equity shares with differential rights as to dividend, voting or otherwise;

• there has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme;

there has been no change in the nature of business of the Company;

there was no instance of one-time settlement with any Bank or Financial Institution; and

the equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges.

XLVI. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, staff and workers of the Company at all levels and are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

By order of the Board,

For, Newtime Infrastructure Limited

Sd/-

Mr. Ajay Kumar Thakur DIN:10799462

Managing Director and Chairman

Date: 02-09-2025 Place: Haryana, Gurugram