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.

State of the Company's 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 Hon'ble National Company Law Tribunal ("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 Hon'ble
National Company Law Appellate Tribunal ("NCLAT") and Orders
dated January 18, 2022, August 04, 2023 and September 25,
2023 by Hon'ble 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 H37.38 crores in form of cash credit and non-fund
based facilities of H303.63 crores in form of Bank Guarantees/Letters
of Credit are available with the Company. All dissenting banks have
been full and final settlement/liquidation value of H 49.66 crores in
terms of the approved Resolution Plan and No Due Certificate(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 H100 crores and Non Fund Based Facilities of H250 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 the approved
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 H11,165 lakhs (H8,846 lakhs fresh induction and H2,319
lakhs out of existing dues) and equity 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 H21,214
lakhs on standalone basis and H27,159 lakhs on consolidation basis
as against H20,341lakhs on standalone basis and H24,835 lakhs on
consolidation basis during FY 2024-25. The Company had profit
after tax including exceptional item of H927 lakhs on standalone
basis and loss of H2,259 lakhs on consolidation basis during FY 2025¬
26 as against profit of H4,879 lakhs (including exceptional item
of H4026 lakhs) on standalone basis and profit of H16,949 lakhs
(including exceptional item of H27,842 lakhs) lakhs on consolidation

basis during FY 2024-25. During the year, exceptional items for H13
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 H1655 lakhs on consolidated
basis, HI634 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 H21 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, client's 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 H160 crores divided
into 16,00,00,000 equity shares of H10 each.

During the year, in terms of the approved Resolution Plan, the
Company has issued and allotted 300 lakhs equity shares of H10
each to entities forming part of Promoter Group. The paid-up equity
share capital of the Company as on 31.03.2026 has increased from
H122.53 crores divided into 12,25,29,256 equity shares of H10 each to
H152.53 crores divided into 15,25,29,256 equity shares of H10 each.

As on the date of Report, in terms of the approved Resolution Plan,
further allotment of 0.34 crores of equity shares of H10 each have
been made to entities forming part of Promoter Group and the paid-
up equity share capital is H155.88 crores divided into 15,58,79,256
equity shares of H10 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 Year of 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 Company's website and can be accessed at web link: https://
www.mblinfra.com/uploadimages/pdf/pdf 1786020673.pdf

The Company has complied with the requirement of Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) 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 requirement 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
audio visual 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 requisite 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 of the Company in the Annual General Meeting held
on 12^th August, 2023 approved re-appointment of Mr. Anjanee Kumar
Lakhotia as Managing Director of the Company for a 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 Whole Time 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/profile 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 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 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 Company's website at https://www.mblinfra.com/
uploadimages/pdf/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 of the Company as per thresholds 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/uploadimages/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:

AUDITORS

Statutory Auditors

M/s SARC & Associates, Chartered Accountants, (Firm Registration
No . 006085N) were re-appointed as Statutory Auditors of the
Company in the AGM 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 disqualified 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 qualifications, 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 disqualified 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 requirements of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from
time to time, company is required 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 Lal & Associates, Cost Accountant as Cost
Auditors of the Company for the Financial Year ending 2026-27 at
a remuneration of H40,000/- (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 arm's 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/
uploadimages/pdf/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 Company's operations in the future.

Further the members' attention 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 Company's
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 H946 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. Stakeholders' Relationship 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 197(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 197(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 AGM and a copy of the same will also be available
electronically for inspection by the members during the AGM. 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 LODR. 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/uploadimages/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 quality of accounting and reporting, and the
quality 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 adequacy 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 required, 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 required, 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

Hon'ble 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 Hon'ble NCLT, Principal Bench, New Delhi vide order dated
12.09.2025. The approved Resolution Plan stands implemented as
recorded by Hon'ble 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 December 01,2025 passed by Adjudicating Authority, National
Company Law Tribunal, 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
Harassment at workplace. This policy is in line with the requirements
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 requirement 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: 30^th May 2026 Chairman & Managing Director