The Board of Directors is pleased to present the Twenty Ninth Annual Report of the Company together with the Audited Financial Statements
for the financial year ended March 31,2025.

State of the Company's affairs

Resolution Plan dated 22.11.2017 submitted by Mr. Anjanee Kumar
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 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 Resolution Plan by the
Banks have since been executed and the date of implementation
of the Package/Resolution Plan declared by the Banks is September
4, 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. The account of
the Company with the working capital consortium Bank have been
directed to be 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/advanced H11639.09 lakhs till 30.05.2025 out of which
equity shares for H10830 lakhs (H8511.00 lakhs fresh induction and
H2,319.00 lakhs out of existing dues) 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 2024-25 was H20,341
lakhs on standalone basis and H24,835 lakhs on consolidation basis
as against H18,415 lakhs on standalone basis and H25,346 lakhs
on consolidation basis during 2023-24. The Company had profit
after tax including exceptional item of H4,879 lakhs on standalone
basis and H16949 lakhs on consolidation basis during 2024-25 as
against profit of H663 lakhs on standalone basis and loss of H3,933
lakhs on consolidation basis during 2023-24. During the year,
exceptional items for H4,026 lakhs on standalone have resulted
from implementation of the Package/Resolution Plan by the Banks/
Financial Creditors and are capital in nature and no income/profit has
accrued nor any cash flow realised to the Company. The exceptional

item of H27842 lakhs on consolidated basis is on account of reversal
of losses earlier written off in three subsidiary companies, where the
pleadings under arbitration proceedings have been substantially
completed and based on the legal advice the management is
confident of recovering the loss written off.

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 perusing 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 area 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.

Non-Convertible Debentures

In terms of the approved Resolution Plan read with documents
executed for implementation of the Resolution Plan by Banks,
the Company has issued 0.10% p.a. Secured Non Convertible
Debentures (NCDs) aggregating to H836.74 crores in lieu of earlier
NCDs issued, which stands cancelled. These NCDs are redeemable in
39 unequated quarterly instalments with redemption commenced
from 30.09.2024. The Company has paid interest upto 31.03.2025
and has redeemed debentures of H3.14 crores till 31.03.2025. SBI Cap
Trustee Company Ltd has been appointed as a Debenture Trustee.

Changes in the Nature of Business, if any

There has been no change in the nature of business of the Company
during the 2024-25.

Changes in Share Capital

During the period under review, the authrorised capital of the
Company increased from H105 crores divided into 10,50,00,000
equity shares of H10 each to 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 150 lakhs equity shares of H10 each
to entity forming part of Promoter Group. The Company also made
preferential allotment of 27,74,632 equity shares @ H61.10 per share
(including share premium of H51.10 per share) against conversion
of unsecured credits into equity shares. The paid-up equity share
capital of the Company as on 31.03.2025 has increased from H104.75
crores divided into 104754624 equity shares of H10 each to H122.53
crores divided into 122529256 equity shares of H10 each.

As on the date of Report, in terms of the approved Resolution Plan,
further allotment of 3 crores equity shares of H10 each have been
made to entities forming part of Promoter Group and the paid-up

equity share capital is H152.53 crores divided into 152529256 equity
shares of H10 each.

Transfer to Reserves

During the period under review, the Company has transferred
H14.18 crores to share premium account arising out of allotment
of 27,74,632 equity shares of H10 each @ a premium of H51.10 per
share.

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 31,2025 is available
on the Company's website and can be accessed at weblink: https://
www.mblinfra.com/uploadimages/pdf/pdf 1754305818.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 9 (nine) 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. Ranjit Datta, 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, Ms Sunita Palita, Independent
Director, completed her second and final term as Independent
Director of the Company and consequently ceased to be
Independent Director of the Company w.e.f. 25.06.2024. The
shareholders by way of Postal Ballot on 28.06.2024 had approved
appointment of Ms Megha Singh as an Independent Director
for a period of 5 (consecutive) years w.e.f. 30.03.2024 and of
Mr. Dinesh Kumar Saini as an Independent Director for a period
of 5 (consecutive) years w.e.f. 24.05.2024. The shareholders in the
Annual General Meeting held on 30.09.2024 had approved re¬
appointment of Mr. Surender Aggarwal as a Whole Time Director/
Executive Director upto 30.09.2025. 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 30.05.2025, approved re-appointment of Mr. Surender Aggarwal
as Whole- time Director /Executive Director of the Company w.e.f.
1.10.2024 upto 30.09.2025, 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 and Compliance
Officer.

Directors' Responsibility Statement

The Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended
March 31,2025, 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 55 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 Secretarial Audit was conducted by M/s Mehak Gupta &
Associates, Practicing Company Secretary for the 2024-25. The

Secretarial Audit Report 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.

M/s Anjali Yadav & Associates, Practicing Company Secretaries is a
Peer Reviewed Company Secretary and has given her consent to act
as Secretarial Auditor of the Company for a term of 5 years and has
also given a declaration that it is not disqualified for appointment
under the Companies Act, 2013. The Board of Directors of the
Company on the recommendation of the Audit Committee
has 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, subject to approval of the
shareholders in the ensuing Annual General Meeting.

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 2025-26 at a
remuneration of H35,000/- (Rupees Thirty five 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 2023-24 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 1754393270.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. 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, the Company has not made
any expenditure nor made any earnings in foreign currency.

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

5. Preferential Issue 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

During the period under review no employee was paid remuneration
in excess of the limit specified under Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014. Disclosure pursuant
to Section 197(12) of the Act forms part of Report. The Reports and
Accounts are being sent to Members and other entitled thereto,
excluding the information on employee's particulars which is
available for inspection by the Members at the Registered Office
of the Company during business hours on any working day. If any
member is interested in obtaining a copy thereof, such member
may write to Company Secretary in this regard.

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 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.

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

Punjab National Bank (International) Ltd has filed application u/s 7 of
IBC,2016 for the Corporate Guarantee for the 'project centric' finance
in respect of MBL (MP) Toll Road Company Ltd, which is pending
adjudication. As per the approved Resolution Plan the treatment of
Corporate Guarantees have been provided. As per the legal advice
received by the Company such application has been filed in the
contravention and derogation of the approved Resolution Plan
under IBC, 2016 and is not maintainable (Refer Note No. 43.3 of the
financial statements)

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. During the period under review, no complaint
was pending neither any complaint was filed pertaining to Sexual
Harassment Policy.

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: May 30, 2025 Chairman & Managing Director