Newtime Infrastructure Ltd Directors Report

TO,

THE MEMBERS OF THE COMPANY

Your Directors are pleased to present the 42^nd Annual Report on the business and operations of the
Company together with the Audited Financial Statements for the Financial Year ended 31st March,
2026.

I. FINANCIAL RESULTS

(Rs.in lakhs)

SR. NO. PARTICULARS	STANDALONE		CONSOLIDATED
	31st March, 2026	31st March, 2025	31st March, 2026	31st March, 2025
1. Revenue from Operations	280.00	390.00	372.74	516.47
2. Other Income	75.14	127.56	94.47	133.78
3. Total Revenue	355.14	517.56	467.21	650.25
4. Total Expense	797.02	674.13	1,094.77	944.42
5. Profit/(Loss) before Excep- tional Items & Tax	(441.88)	(156.57)	(627.56)	(294.17)
6. Exceptional items	-	-	-	-
7. Profit / (Loss)before Tax	(441.88)	(156.27)	(627.56)	(294.17)
8. Less:
Current Tax	7.63	8.20	7.63	8.20
Income tax expenses earlier year	17.86	16.82	17.90	16.82
9. Deferred Tax Liability	-	-	-	-
10. (Excess)/Short Provision	-	-	-	-
11. Profit after Tax	(467.37)	(181.58)	(653.09)	(319.19)
12. Share of Profit/(Loss) in associate and joint venture (net)			111.29	11.06
13. Other Comprehensive In- come (net of tax)	0.95	0.95	0.42	0.95
14. Total Comprehensive Income	(466.95)	(180.63)	(541.38)	(307.17)
15. Paid up Equity Share Capital (Face Value of Rs. 1/- each)	5248.38	5248.38	5248.38	5248.38
16. Earnings per share	(0.09)	(0.03)	(0.10)	(0.06)

II. FINANCIAL HIGHLIGHTS AND STATEMENTS

The Financial Statement of the company for the FY 2025-26 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 2025-26 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

- Standalone

During the period under review, based on Standalone financial statements, the Company earned Total revenue
(including other income) of Rs. 355.14 Lakhs as compared to Rs 517.56 Lakhs for the previous year; Loss after tax
stood at Rs.467.37 Lakhs as compared to Loss after tax of Rs.181.58 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. 467.21 Lakhs as compared to Rs. 650.25 Lakhs for the previous year; Loss after
tax for the year ended 31.03.2026 stood at Rs. 653.09 Lakhs as compared to Loss after Tax of Rs.319.19 for the
previous year.

III. CHANGE IN SHARE CAPITAL

a) Authorised Share Capital

As on 31st March, 2026, The Authorised Share Capital of the Company is 86,76,00,000/- (Rupees Eighty
Six Crore Seventy-Six Lakh only) divided into 57,20,00,000 (Fifty Seven Crore and Twenty Lakh) Equity
Shares of Rs. 1/- (Rupees One only each), 20,00,000 (Twenty Lakh) 1% Non-Convertible Non-Cumulative
Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each, 40,00,000 (Forty Lakh) 10% Non-
Convertible Non-Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) and 2,35,60,000
(Two Crore Thirty-Five Lakh Sixty Thousand) 10% Compulsory Convertible Preference Shares of Rs. 10/-
(Rupees Ten only)

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

During the Financial year 2025-26, the shareholders of the Company by passing a special resolution through
postal ballot on 24th January, 2026, result of which were declared on 24th February, 2026 approved the
following changes in the capital structure of the Company:

i. Increase in Authorized Share Capital of the Company

FROM the existing Rs. 63,20,00,000/- (Rupees Sixty-Three Crore Twenty Lakh only) divided into
57,20,00,000 (Fifty-Seven Crore and Twenty Lakh) Equity Shares of Rs. 1/- (Rupees One only) each
and 20,00,000 (Twenty Lakh) 1% Non-Convertible Non-Cumulative Redeemable Preference Shares
of Rs. 10/-(Rupees Ten only) each and 40,00,000 (Forty Lakh) 10% Non-Convertible Non-Cumulative
Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each

TO Rs. 86,76,00,000/- (Rupees Eighty-Six Crore Seventy-Six Lakh only) divided into 57,20,00,000 (Fifty-
Seven Crore Twenty Lakh) Equity Shares of Rs. 1/- (Rupees One only) each aggregating to Rs. 57,20,00,000
(Fifty-Seven Crore Twenty Lakh Only); 20,00,000 (Twenty Lakh) 1% Non-Convertible Non-Cumulative
Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 2,00,00,000 (Rupees
Two Crore only) 40,00,000 (Forty Lakh) 10% Non-Convertible Non-Cumulative Redeemable Preference
Shares of Rs. 10/-(Rupees Ten only) each aggregating to Rs. 4,00,00,000 (Rs. Four Crore only) AND
2,35,60,000 (Two Crore Thirty-Five Lakh Sixty Thousand) 10% Compulsory Convertible Preference
Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 23,56,00,000 (Twenty-Three Crore Fifty-Six
Lakh Only).

ii. Issue of Bonus Shares

Your company upon considering the financials for the period under the review has decided not to give
any bonus shares.

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 2025-26.

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 2025-26.

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. LISTING AT STOCK EXCHANGE

The equity shares of your Company are listed on BSE Limited (BSE).

IX. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of our 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, the entire Board, excluding the Independent Director being evaluated, did performance
evaluation of Independent Directors.

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 of the Board of Directors and Key Managerial Personnel as on the date 31st
March 2026:

SR. NO.	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. Mahir Bhadani	10622919	Non-Executive - Independent Director
4	Mrs. Manisha Goel	09725308	Non-Executive - Non Independent Director
5	Ms. Sehar Shamim	09503621	Non-Executive - Non Independent Director
6	Ms. Deepti Sharma		Chief Financial 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.	Ms. Sehar Shamim (09503621)	Non-Executive - Non Independent Director	Appointed as Additional (Non-Executive Non Independent) Director with effect from 02th September, 2025. Further, Shareholders, at their annual general meeting held on 30th September, 2025 regularise the appointment Non-Executive Independent Director of the Company.
2	Ms. Rajiv Kapur Kanika Kapur (07154667)	Non-Executive Independent Director	Re-appointed as Independent director of the at its 41st Annual General Meeting held on Tuesday, 30th September, 2025, her appointment is effective from 30.01.2025 to 30.01.2030
3	Mr. Sanjay Sharma	Non-Executive & Independent Director	Resigned as Independent with effect from 17th October, 2025
4	Mr. Mahir Bhadan	Non-Executive & Independent Director	Appointed as Additional Director (Non-Executive, Independent) with effect from 14th November, 2025. Further, Shareholders, Through Postal regularise the appointment Non-Executive Independent Director of the Company
5	Ms. Deepti Sharma	Chief Financial officer	Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has appointed Ms. Deepti Sharma as Chief Financial Officer & Key Managerial Personnel of the Company with effect from 09th January, 2026.
6	Manoj Kumar (08332775)	Non-Executive Independent Director	Resigned as Independent with effect from 13 th February, 2026

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

- Mr. Sri Kant was appointed as Additional Director (Non-Executive, Independent) with effect from 09 th May, 2026.
Further, Shareholders, Through Postal regularise the appointment Non-Executive Independent Director of the
Company.

- Ms. Manisha Goel, 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 42nd
AGM Notice.

- Ms Jyoti Verma Company Secretary & Compliance Officer Resigned, as Company Secretary & Compliance Officer
of the Company with effect from 22nd May, 2026

- Further Ms Ayushi Awathi has been appointed as Company Secretary and Compliance officer of the Company
with effect from 14.08.2026.

(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 2026
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 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 11 (Eleven) meetings during FY 2025-26, 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.

XIV. AUDITORS AND THEIR REPORTS

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. a) As disclosed in note no. 5 to the accompanying statement, certain immovable properties held in the name
of the Company, its subsidiary and associate and shares held by the promoter Company in them have been
provisionally attached by the Deputy Director, Gurugram Zonal office, Directorate of Enforcement, New Delhi
in alleged contravention of Violation under Prevention Laundering Act, 2002 vide order no. 09/2024 dated

13.09.2024. As per the information provided by the management, the said Order does not have impact on the
business or running operations of the Company. The financial impact of the order, if any, is not ascertainable.

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

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. INTERNAL AUDITORS:

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, 2026.

Further, the company has appointed M/S Prem Prakash Dharniya & Associates As An Internal Auditor Of The
Company For The Financial Year 2026-2027.

XVII. SECRETARIAL AUDITORS:

AASK & ASSOCIATES LLP, Company Secretary in practice, was appointed as Secretarial Auditor of the Company
for FY 2025-26. The Secretarial Audit and Secretarial Compliance Report(s) for FY ended 31 March 2026 are
annexed at Annexure-I. Further, as per the applicable provisions of the SEBI Listing Regulations, the Secretarial
Compliance Report was filed with the stock exchanges, within the stipulated timeframe.

Wintage Infraprojects Pvt Ltd, Kashish Projects Pvt. Ltd Atara Developers Private Limited and Aerthaa Luxury
Homes Private Limited material subsidiaries of the Company for FY 2025-26, 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 2025-26 of Wintage Infraprojects Pvt Ltd, Kashish Projects Pvt.
Ltd Atara Developers Private Limited and Aerthaa Luxury Homes Private Limited issued by K. Rahul & Associates,
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 2026, based on
the recommendation of the Audit Committee, approved the appointment of AASK & ASSOCIATES LLP., 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 AASK & ASSOCIATES LLP., Company Secretaries, form part of the AGM Notice.

AASK & ASSOCIATES LLP., 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)

During the period under review, Company is not required to transfer any Amount or Share to the Investor Equation
and Protection fund.

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.

Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal
Financial Control system in the company, its compliance with operating system, accounting procedures & policies
at all the locations of the company.

The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal
audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are presented to the Audit
Committee of the Board.

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, 2026, 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 NIL, we believe that employees are the strong pillars which lay the foundation of our success. To ensure a strong
foundation, we select, hire and develop the right talent which is aligned to companys values, mission and vision
and will lead us on a path to success. 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, 2026	Year ended 31st March, 2025
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 S. KHURANA & ASSOCIATES, COMPANY SECRETARIES, Chartered Accountants,
Statutory 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 not acquired any other company.

XXX. INVESTMENTS IN SUBSIDIARIES

During the year under review, Investment in subsidiary is nil.

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 as on 31st March, 2026.

XXXII. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company has following subsidiaries as on 31st March 2026:

Name of Company	Status	% of Holding	Applicable Section
Aerthaa Luxury Homes Private Limited	Subsidiary	97.54%	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. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of
the Act in Form AOC-2 is not applicable to the Company for FY 2025-26. 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 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

During the year under review no significant and Material order passed by Regulator or Court or Tribunal.

XXXVII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
During the year, the Company has not made any investment

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. All Board of Directors and the designated
person

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
ofWomen 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
2025-26.

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

XLIV. 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.