MBL Infrastructure Ltd

Directors' Report

Dear Members,

The Board of Directors is pleased to present the Twenty Eighth Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

State of the Company's affairs

Resolution Plan of the Company under the Insolvency & Bankruptcy Code, 2016 (IBC, 2016) with support of 78.50% majority of Committee of Creditors (CoC) was approved by the Hon'ble National Company Law Tribunal ("NCLT"), Kolkata by its order dated 18^th April, 2018. The appeals filed by some of the banks were dismissed by the Hon'ble National Company Law Appellate Tribunal ("NCLAT") by its order dated 16^th August, 2019 finding them without any merit. The Hon'ble Supreme Court by its order dated 18^th January, 2022 had disposed of the civil appeal no. 8411 of 2019 filed by one of the dissenting banks against the Hon'ble NCLAT order dated 16^th August, 2019. Orders dated 11.03.2022 & 13.09.2023 were passed by Hon'ble NCLT, Kolkata, Orders dated 23.05.2023 & 10.08.2023 were passed by Hon'ble NCLAT and Orders dated 04.08.2023 & 25.09.2023 were passed by Hon'ble Supreme Court.

The Resolution Plan has accordingly attained finality. What the management had been pursuing with a singular attention for years is now completed, resolved and closed. The Working Capital Consortium Banks have agreed to implement the Approved Resolution Plan and to make available the fund based and non-fund based facilities as per the Approved Resolution Plan.

Promoters and entities forming part of Promoter Group have contributed Rs.6,330 lakhs (H4,011.00 lakhs fresh induction and Rs.,319.00 lakhs out of existing dues) 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 qualification/bidding capacity of the Company has substantially increased with completion /handing over of these projects.

The tolling operations of the 100% owned subsidiary, Suratgarh Bikaner Toll Road Company Private Ltd continued for 170.266 kms of Bikaner-Suratgarh section of National Highway in the state of Rajasthan. The change in scope of work ordered by MoRTH for Rs.348 lakhs is under execution.

The commercial operations of 100% owned subsidiary, MBL(MP) Toll Road Company Limited continued for 18.303 kms of Waraseoni- Lalbarra road in the state of Madhya Pradesh.

The total income of the Company during the 2023-24 was H 18,415 lakhs on standalone basis and H 25,346 lakhs on consolidation basis as against Rs.1,257 lakhs on standalone basis and Rs.30,095 lakhs on consolidation basis during 2022-23. The Company had profit after tax of Rs.663 lakhs on standalone basis and loss of Rs.3,933 lakhs on consolidation basis during 2023-24 as against profit of Rs.580 lakhs on standalone basis and loss of Rs.5,052 lakhs on consolidation basis during 2022-23.

The period from 18^th April, 2018 till 04^th August, 2023 is formally excluded from the calculation period of the implementation of the Resolution Plan and all dates mentioned in the Resolution Plan are consequently extended for implementation of Resolution Plan. As part of the approved Resolution Plan there is waiver of interest/ penal interest/interest on interest/other penal charges on the delayed payments from the date of NPA till the implementation of the resolution plan by Banks. The Banks did not implement the approved Resolution Plan and therefore interest etc. have not accrued to them. Accordingly, no provision for interest amounting to Rs.575 lakhs and Rs.1513 lakhs has been made for year ended 31^st March, 2024. The ageing of the borrowings has been taken as per Hon'ble NCLT/ NCLAT order and may undergo changes after implementation of the Plan. The Working Capital Consortium Banks have since agreed to implement the Resolution Plan.

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 after the documentation by the banks.

Changes in the Nature of Business, if any

There has been no change in the nature of business of the Company during the 2023-24.

Changes in Share Capital

During the period under review, there has been no change in the authorised and paid up share capital of the Company.

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 31,2024 is available on the Company's website and can be accessed at weblink: https:// www.mblinfra.com/uploadimages/pdf/pdf_1724668214.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 6 (six) 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

Mr Ashwini Kumar Singh and Ms Sunita Palita, Independent Directors, completed their second and final term as Independent Director of the Company and consequently ceased to be Independent Directors of the Company w.e.f. 31.03.2024 and 25.06.2024 respectively. The Board placed on record valuable suggestions and guidance received from Mr Ashwini Kumar Singh and Ms Sunita Palita during their tenure as Directors of the Company.

On the recommendation of the Nomination & Remuneration Committee and subject to approval of the shareholders, the Board in its meeting held on 30.03.2024 appointed Ms Megha Singh as an Additional Independent Non-Executive Director, not liable to retire by rotation, for a period of 5 (consecutive) years w.e.f. 30.03.2024. The Board on 24.05.2024 after considering the recommendation of the Nomination & Remuneration Committee and subject to approval of the shareholders, appointed Mr Dinesh Kumar Saini as an Additional Independent Non-Executive Director, not liable to retire by rotation, for a period of 5 (consecutive) years w.e.f.

24.05.2024 The Company has received from Ms Megha Singh and Mr Dinesh Kumar Saini (i) consent in writing to act as Directors (ii) intimation/declaration to the effect that they are not disqualified to act as Directors and (iii) statement on declaration that they meet the criteria of independence as provided in the Act and LODR. Based on the declarations received, the Board is of opinion that Ms Megha Singh and Mr Dinesh Kumar Saini are persons of integrity and possesses relevant expertise and experience (including proficiency) and are eligible and fulfils the conditions for such appointment specified in the Act and LODR and are independent of the management of the Company. The Board has sought shareholders' approval for their appointments through Postal Ballot process vide postal ballot notice dated 27^th May 2024.

The Company has provided remote e-voting facilities, through National Securities Depository Limited (NSDL), to its members to enable them to cast their vote electronically only instead of submitting postal ballot form physically. The Board of Directors of the Company on 27^th May, 2024 appointed Ms Anjali Yadav, Practicing Company Secretary, (Membership No. FCS 6628) as the Scrutinizer to scrutinize the Remote e-Voting process and casting vote through the e-Voting system in a fair and transparent manner. Based on the Scrutinizer's Report, the Results of remote e-voting will be declared on 28^th June 2024.

The shareholders in the Annual General Meeting held on 12^th August 2023 had approved re-appointment of Mr. Anjanee Kumar Lakhotia as Managing Director of the Company for a period of 5 years w.e.f. 26^th May, 2024. The shareholders also had approved reappointment of Mr. Surender Aggarwal as a Whole Time Director/ Executive Director upto 30.09.2024. 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 30.05.2024, 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 31^st March, 2024, 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_1684306419.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 53 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_1684306201.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:

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 30^th July, 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 2023-24. 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.

The Board of Directors of the Company on the recommendation of the Audit Committee has appointed M/s Mehak Gupta & Associates, Practicing Company Secretary to conduct Secretarial Audit of the Company for the 2024-25.

Pursuant to Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 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, 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 2024-25 at a remuneration of H 35,000/- (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 2022-23 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_1684306279.pdf.

Significant and Material Orders

Orders dated 11.03.2022 & 13.09.2023 were passed by Hon'ble NCLT, Kolkata, Orders dated 23.05.2023 & 10.08.2023 were passed by Hon'ble NCLAT and Orders dated 04.08.2023 & 25.09.2023 were passed by Hon'ble Supreme Court. 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

Apart from the above, the Board has two (non statutory) committees namely Banking Committee and Management 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 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.

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.