mep infrastructure developers ltd Directors report

To,

The Members,

Your Directors present their 21st Annual Report together with Audited Financial Statements of your Company for the Financial Year ended 31st March, 2023.

In compliance with the applicable provisions of Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, this report covers the financial performance and other developments during the financial year 2022-23 and upto the date of the Board Meeting held on 5th September, 2023 to approve this report in respect of the Company on a standalone basis as well as on a consolidated basis comprising of its subsidiaries.

FINANCIAL RESULTS

Particulars	Standalone Results		Consolidated Results
	For the year ended as at		For the year ended as at
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Total Revenue	7,212.98	22,267.18	26,909.78	1,00,212.02
Total Expenses	20,358.22	31,022.19	51,592.96	1,00,857.36
Profit/(Loss) Before Tax and Exceptional Item	(13,145.24)	(8,755.01)	(24,683.18)	(645.34)
Exceptional Item	-	4,399.31	-	4,302.05
Profit/(Loss) Before Tax	(13,145.24)	(4,355.70)	(26,705.93)	(17,249.87)
Tax Expense (Net)	(5.09)	197.35	48.42	(5,296.66)
Net Profit /(Loss) After Tax	(13,140.15)	(4,553.05)	(26,754.35)	(22,546.53)
Earnings Per Share (H)	(7.16)	(2.48)	(12.24)	(12.29)

PERFORMANCE OF THE COMPANY

On Standalone basis, revenue from operations and other income for the financial year under review were H7,212.98 Lakhs. During the year under review, the loss before tax was H13,145.24 Lakhs and the loss after tax was H13,140.15 Lakhs. On Consolidated basis, revenue from operations and other income for the financial year under review were H26,909.78 Lakhs. The loss before tax was H26,705.93 Lakhs and the loss after tax was H26,754.35 Lakhs.

Your Company strategically decided to shift gears and revamp its future plans and accordingly explored the possibilities of divestment of the investments in one of its wholly owned subsidiary viz. MEP Infrastructure Private Limited, also a material subsidiary ("MIPL") in the best interest of the subsidiary. Accordingly the Members at the by way of a special resolution accorded their approval on 22nd May, 2022 vide a Postal Ballot to sell or transfer or otherwise dispose-off in one or more tranches, the entire investment i.e. 37,42,80,000 equity shares constituting 100 % of the share capital held by the Company in MEP Infrastructure Private Limited, a material and wholly owned subsidiary ("MIPL") to another Wholly Owned Subsidiary viz. Mhaiskar Toll Road Private Limited ("MTRPL") at a consideration of H374.28 Crores (Rupees Three Hundred and Seventy Four Crores and Twenty

Eight Lakhs only) or on such terms and conditions as may be mutually decided upon by the Company and Mhaiskar Toll Road Private Limited. Your Company has obtained the requisite approval from the shareholders for its subsidiary company i.e. MEP Infrastructure Private Limited to act as the Step Down Subsidiary of your Company and its Intermediate Holding Company will be Mhaiskar Toll Road Private Limited. According to the consent of the Members the said transaction was to be completed within 6 (Six) months from the date of the Approval. However since the other requisite approval could not be obtained within the stipulated time, due to factors beyond the control of your Company, the said Disinvestment could not be completed.

DIVIDEND

Your Directors do not recommend any dividend for the financial year under review. In terms of Regulation 43A of the SEBI (LODR), Regulations 2015, ("the Regulations"), including amendments thereunder, the Dividend Distribution Policy is available on the Companys website at www.mepinfra.com.

TRANSFER TO RESERVES

Your Company has not transferred any amount of profits to reserves for the financial year 2022-23.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has transferred unpaid/unclaimed dividend of H30,172/- pertaining to the Interim Dividend paid for the Financial Year 2015-16, to the Investor Education and Protection Fund (IEPF) Authority of the Central Government of India. Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report.

PREFERENTIAL ALLOTMENT

Your Company had sent Postal Ballot Notice to the Shareholders on 7th October, 2022 for issue upto 6,00,00,000 share warrants each convertible into, or exchangeable for one equity share of the company within the period of 18 (eighteen months) on preferential basis to Non-Promoter entities in accordance with the applicable laws ("share warrants). The Results were declared on 9th November, 2022. Your Company has obtained the In-principle approvals from The National Stock Exchange Limited (NSE) and BSE Limited vide their letters dated 23rd January, 2023.

On receipt of the Subscription Amount for said warrants equivalent to 25 % of the issue price the Board of Directors allotted the Equity Convertible Share Warrants to the Non-Promoter Allottees (Public Category) on 2nd February, 2023 and 6th February, 2023.

The Share Warrant Holder(s) are entitled with a right to apply for and get allotted one fully paid-up equity share of the Company of face value of H10/- each ("Equity Share") at a premium of H5.90/- per share against each Share Warrant held, in one or more tranches within a maximum period of 18 (eighteen) months from the date of allotment of Warrants, on payment of H11.92/-(Rupees Eleven and Ninety Two Paise only) which is equivalent to 75% (Seventy five per cent) of the Warrant Issue Price, for each Share Warrant proposed to be converted, in such manner and upon such terms and conditions as may be deemed appropriate by the Board in accordance with the terms of this issue, provisions of ICDR Regulations, or other applicable laws in this respect Your Company had allotted 17,50,000 shares to one of the Allottee(s) upon receipt from the Warrant Holder(s) (i) written notice to convert/ exchange his warrants into/for equity shares of H10/- each of the Company and (ii) Warrant Exercise Price for the warrants so opted for conversion by the Allottee, as per the terms of issue of Warrants.

SHARE CAPITAL

During the year under review, there was no change in the Authorised Share Capital of your Company and it stood H525,00,00,000/- (divided into 52,50,00,000 Equity shares of H10/-each) There was no change in the Paid-up Equity Share Capital of the Company and it remained at H1,83,44,60,510/- (divided into 18,34,46,051 equity shares of H10/- each). Pursuant to the Allotment as mentioned above, which was made post end of the Financial Year, the Paid-up Share

Capital stands increased to H185,19,60,510/- (divided into 18,51,96,051 equity shares of H10/- each). The Listing and Trading approval for the increased capital is awaited from the Exchange(s).

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the years.

OPERATIONS

On-going Projects EPC / Hybrid Annuity Mode

THANE VADAPE EPC
Project Details	6/8 lanning of existing 4 lane road from
	Vadape to Thane from 539.202 km to
	563.00 km of NH3
Authority	Maharashtra State Road Development
	Corporation (MSRDC)
Major Scope of	8 laning of Highway with major structures
Work	Major Bridge on sea creek – 2 nos.,
	Underpasses – 8 nos., Flyover – 1 no., Rail
	Over Bridge (ROB) – 1 no., Box Culverts –
	82 nos.). Major Bridges include
State	Maharashtra

 

SOLAPUR OUTER RING ROAD (IN JV WITH OZONE
LAND) ON HAM
Project Details	Improvement to Solapur Outer Ring Road
	- Solapur
Authority	Public Works Division, Solapur
Major Scope of Work	Improvement, strengthening and reconstruction of 2 lane with paved shoulder
State	Maharashtra

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

DEPOSITS

Your Company has not accepted any deposits during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and is presented separately. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Company and their adequacy, risk management systems and other material developments during the Financial Year 2022-23.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Change in the Board of Directors and Key Managerial Personnel (KMP) are enumerated below:

Change in the Board of Directors

Board Meeting held on	Purpose	Name of the Director	Independent/ Executive/ Non-Executive	Recommendation of Nomination & Remuneration Committee
14/11/2022	Appointment	Mr. Neeraj V. Hardikar (DIN: 02126476)	Independent Director (See Note 1)	Yes
14/11/2022	Appointment	Mr. Anand Desai (DIN: 00251803)	Independent Director (See Note 1)	Yes
14/11/2022	Appointment	Mr. Deepak D Gadgil (DIN: 07979905)	Whole-time Director (See Note 2)	Yes
14/11/2022	Resignation	Mrs. Savli Mangle (DIN: 07414487)	Independent Director (See Note 3)	Not required
14/11/2022	Resignation	Mrs. Sandhya Borase (DIN: 08874647)	Independent Director (See Note 3)	Not required
14/11/2022	Resignation	Mr. Uttam Pawar (DIN: 03381300)	Executive Director (See Note 4)	Not required

Notes:

1. Mr. Neeraj V. Hardikar (DIN:02126476) and Mr. Anand Desai (DIN:00251803) who were appointed as an Additional Director (Non-Executive in the capacity of Independent Director) on 14th November, 2022 were confirmed as an Independent Director of the Company by the Members at the Extra Ordinary General Meeting of the Company held on 13th February, 2023.

2. Mr. Deepak D. Gadgil (DIN: 07979905) was appointed as the Additional Director (in the capacity of Whole-time Director) of the Company w.e.f 14th November, 2022. His appointment as Whole-time Director was confirmed by the Members at the Extra Ordinary General Meeting of the Company held on 13th February, 2023.

3. Mrs. Sandhya Borase (DIN: 08874647) who was appointed as Non-Executive Independent Director of the Company w.e.f 15th September, 2020 for a period of 2 (Two) years and Mrs. Savli Mangle (DIN: 07414487) who was appointed as Non-Executive Independent Director of the Company w.e.f 9th September, 2021 resigned and accordingly ceased to be as the Independent Director(s) of the Company and Committees of the Board w.e.f close of business hours on 14th November, 2022. They both resigned due to pre-occupation and there was no material reason for their resignation.

4. Mr. Uttam Pawar (DIN:03381300) who was appointed as Executive Director of the Company w.e.f. 13th December, 2020 resigned from the office of Directors of the Company and respective Committees from the close of business hours on14th November, 2022.

Your Directors hereby place their sincere appreciation for the valuable contribution made by Mrs. Sandhya Borase, Ms. Savli Mangle and Mr. Uttam Pawar during their tenure as the Directors on the Board of the Company.

Change in Key Managerial Personnel (KMP):

Date of Change	Purpose	Name of the KMP	Independent/ Executive/ Non-Executive	Recommendation of Audit Committee and Nomination & Remuneration Committee
19/10/2022	Appointment	Mr. Rajendra Pawar	Chief Financial Officer (See Note 1)	Yes
19/10/2022	Resignation	Mr. Naresh Sasanwar	Chief Financial Officer (See Note 1)	Not required
27/10/2022	Appointment	Mr. Vikram Mukadam	Company Secretary (See Note 2)	Yes
27/10/2022	Resignation	Ms. Ruchita Shah	Company Secretary (See Note 2)	Not required

Note:

(1) The Board of Directors on the recommendation of the Audit Committee and Nomination and Remuneration Committee at its Meeting held on 14th November, 2022 ratified the appointment of Mr. Rajendra Pawar as Chief Financial Officer and relieved Mr. Naresh Sasanwar as the Chief Financial Officer of the Company w.e.f 19th October, 2022.

(2) The Board of Directors on the recommendation of the Nomination and Remuneration Committee at its Meeting held on 14th November, 2022 ratified the Appointment of Mr. Vikram Mukadam as the Company Secretary & Compliance Officer of the Company and relieved Ms. Ruchita Shah as Company Secretary and Compliance Officer of the Company w.e.f. 27th October, 2022

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jayant D. Mhaiskar (DIN: 00716351) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Board of Directors on the recommendation of the Nomination and Remuneration Committee have recommended his re-appointment to the Shareholders for their approval.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgment and without any external influence.

All the Independent Directors ("IDD") of the Company have complied with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and any amendments therefor.

Further, there has been no change in the circumstances affecting their status as IDDs of the Company.

FAMILIARIZATIONPROGRAMMEFORINDEPENDENT DIRECTORS

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report.

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/Committees of the Board.

DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134

(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual financial statements for the Financial Year ended 31st March, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

(ii) 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 31st March,2023 and of the loss of the Company for the year ended on that date;

(iii) the directors had 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;

(iv) the directors had prepared the annual financial statement for the financial year ended March 31, 2023 on a going concern basis;

(v) the directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March, 2023 as per Section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014.

PERFORMANCE EVALUATION OF THE DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time, the Board has carried out an annual performance evaluation of its own performance as well as of its Committees thereof and of the Directors individually. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMP. The Remuneration Policy is stated in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-7 as provided under sub-section (3) of Section 92 of the Companies Act, 2013, is available on the Companys website on https://mepinfra/ investors/annual-return-22-23.

As required under Section 134 (3)(a) of the Act, the Annual Return for the year 2022-23 is put up on the Companys website and can be accessed https://mepinfra/investors/ annual-return-22-23.

ANNUAL REPORT

The MCA has issued Circular No. 10/2022 & Circular No. 11/2022 dated December 28, 2022, read with General circular No. 02/2022 dated May 05, 2022, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 19/2021 dated December 08, 2021, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 28/2020 dated August 17, 2020, General Circular No.20/2020 dated May 05, 2020, General Circular No.18/2020 dated April 21, 2020 and the SEBI has issued Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/ HO/CFD/CMD2/ CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/ CIR/2023/4 dated January 05, 2023 in relation to ‘Relaxation from compliance with certain provisions of the Listing Regulations in view of the prevailing situation and owing to the difficulties involved in dispatching of physical copies of the Annual Report and the Notice convening the AGM. Members who wish to have physical copy may write to the Company Secretary of the Company at investorrelations@ mepinfra.com or submit a written request to the Registered Office of the Company. In accordance with the aforesaid circulars, the web link of the Annual Report and the Notice convening the AGM of the Company is being sent in electronic mode only to members whose e-mail address are registered with the Company or the Depository Participant

(s). Those members, whose email address are not registered with the Company or with their respective Depository Participant

(s) and who wish to receive the Notice of the AGM and the Annual Report for the financial year ended March 31, 2023, can get their email address registered by following the steps as detailed in the Notice convening the AGM

The Annual Report of the Company and its subsidiaries are available on the Company website www.mepinfra.com

NUMBER OF MEETINGS OF THE BOARD

There were 11 (Eleven) Meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

BOARD COMMITTEES

There are various Board Committees constituted as stipulated under the Companies Act, 2013 and the SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. Brief details pertaining to the composition, terms of reference, meetings held and attendance of these Committees during the year have been enumerated in Corporate Governance report forming part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (Three) Independent Directors and an Executive Director. Detailed information is given in the Corporate Governance Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE GOVERNANCE

separate section on the Corporate Governance forms a part of our Report. A certificate has been received from the Secretarial Auditor of the Company regarding compliance of requirements of Corporate Governance as stipulated under the SEBI Listing Regulations, as amended from time to time.

AUDITORS

STATUTORY AUDITORS

M/s. GMJ & Co, Chartered Accountants, (Firm Registration No.103429W), were appointed as the Statutory Auditors of the Company at the 20th Annual General Meeting for a period of 5 (Five) years from the conclusion of the 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company. Their appointment as Statutory Auditor will continue for the aforesaid term of 5 (Five) years, without seeking any ratification by the Members of the Company till the conclusion of their tenure and that the Board of Directors shall fix their remuneration for the said period in addition to reimbursement of actual out-of-pocket expenses as may be incurred by them in performing their duties.

The Board of Directors of the Company at their Meeting held on 8th September, 2022, on the recommendation of the Audit Committee, after evaluating all proposals and considering various factors such as independence, industry experience, technical skills, geographical presence, audit team, audit quality reports, etc., have appointed M/s. GMJ & Co, Chartered Accountants, (Firm Registration No.103429W) as the ‘Statutory Auditors of the Company. The Annual Remuneration for the Statutory Auditors was fixed at H50 Lakhs (Limited Review certification) with authority to the Board to revise mutually during the tenure of five years, if required. There is a no increase or decrease in the proposed fees from that of the fees paid to the erstwhile Statutory Auditors. The rationale for this was arrived at after the Audit Committee considered a few profiles of other firms alongside the profile of M/s. GMJ & Co, Chartered Accountants, (Firm Registration No.103429W) with relevant professional exposure and experience for comparative analysis and found M/s. GMJ & Co, Chartered Accountants, (Firm Registration No.103429W) most appropriate with respect to the cost, experience and their professional expertise.

Pursuant to Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Company has received written Consent from M/s. GMJ & Co, Chartered Accountants, (Firm Registration No.103429W) covering the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. GMJ & Co, Chartered Accountants, (Firm Registration No.103429W) has confirmed that they hold a valid ‘Certificate dated 9th April, 2021 (valid upto 31st March, 2024) issued by the Peer Review Board of ICAI.5 The Statutory Auditors of the Company has issued the Auditors Report on the financial statement of the Company for the Financial Year ended 31st March, 2023 with modified opinion. The Statement on Impact of Audit Qualifications for the Financial Year ended 31st March 2023 on (Standalone and Consolidated separately) Financial Statements was annexed with the Outcome of the Board Meeting wherein the 4th Quarter and Annual Results as approved by the Audit Committee were subsequently approved by the Board. The same is available in the website of the Company at https://www. mepinfra.com/pdf/financial-reports/ financial-result/ quarterly-results/Outcome-of-BM-30.05.2023.pdf

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, as amended from time to time, your Company has been carrying out the audit of cost records relating to road maintenance activity every year.

The Board of Directors on the recommendation of the Audit Committee has appointed Ms. Sumana Ganguli Cost and Management Accountant (Firm Registration No. F24406), as the Cost Auditors to audit the cost accounts of the Company for the Financial Year 2023-24. As required under the Companies Act, 2013, a resolution seeking members approval for ratification and consideration of the remuneration payable to the Cost Auditor forms part of the Notice convening the AGM.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder and Regulation 24A of the Listing Regulations, CS Dinesh Joshi, KANJ & Co. LLP, (Membership No. 3752) Company Secretaries in Practice were appointed as the Secretarial Auditor of the Company and its Material Subsidiary viz. MEP Infrastructure Private Limited for the Financial Year 2022-23. Secretarial Audit Report for the Financial Year 2022-23 as issued by him in the prescribed Form MR-3 for the Company and its Material Subsidiary are annexed to this Report. There were few observations in his report which are similar observations made in the Annual Secretarial Compliance Report (ASCR) and Managements Comments also is part of the ASCR which is available in the website of the Company at https:// www.mepinfra.com/ pdf/ corporate-announcement/ Annual-Secretarial-Compliance-22-23.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with the Rules thereunder, the Company had formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace. The Company has not received any complaint of sexual harassment during the year under review.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year ended 31st March, 2023, no complaints pertaining to sexual harassment have been received.

RISK MANAGEMENT POLICY

Your Company has implemented mechanism to identify, assess, monitor and mitigate various risks and has formulated a Risk Management Policy. The Audit Committee and the Board of Directors are informed of the Risk assessment and minimization procedures.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules thereunder, as amended from time to time, since your Company has incurred losses in the preceding Financial Year(s), your Company was not required to spend on CSR activities. The Annual Report on CSR activities is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees or investments as required under the provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company as the Company is exempted under the category of "the companies providing infrastructure facilities".

RELATED PARTY TRANSACTIONS

All related party transactions during the year were on arms length basis and were not material as per the Related Party Transaction Policy of the Company and not in conflict with the interest of the Company. The particulars of the said transactions alongwith other contracts/arrangements are also briefed in the Note No. 37 to the financial statement which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the website of the Company viz. http://www.mepinfra.com.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behavior in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Companys website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. A declaration to this effect signed by the Chairman & Managing Director of the Company is a part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard and the same will be furnished on request.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177 of the Act and the Listing Regulations, your Company has established a Vigil Mechanism Policy/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected Companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholders Responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessed through website of the Company viz. http://www. mepinfra.com.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2022-23, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiary / joint venture companies, as approved by their respective Board of Directors.

SUBSIDIARY/JOINT VENTURE/CONSORTIUM
Following are the companies, which are Subsidiary Companies of your Company:
Wholly Owned Subsidiary (100%)	Subsidiaries (% of holding)
MEP Infrastructure Private Limited	MEP Hyderabad Bangalore Toll Road Pvt Ltd (99.99%)
Raima Ventures Private Limited	MEP Sanjose Kante Waked Road Private Limited (74%)
Rideema Toll Private Limited	MEP Nagpur Ring Road 1 Private Limited (74%)
MEP Nagzari Toll Road Private Limited	MEP Sanjose Nagpur Ring Road 2 Private Limited (74%)
MEP IRDP Solapur Toll Road Private Limited	MEP Sanjose Arawali Kante Road Private Limited (74%)
Raima Toll Road Private Limited	MEP Sanjose Talaja Mahuva Road Private Limited (60%)
MEP Chennai Bypass Toll Road Private Limited	MEP Sanjose Mahuva Kagavadar Road Pvt Ltd (60%)
MEP Highway Solutions Private Limited	MEP Longjian ACR Private Limited (51%)
MEP RGSL Toll Bridge Private Limited	MEP Longjian CLR Private Limited (51%)
Raima Toll & Infrastructure Private Limited	MEP Longjian Loha Waranga Road Private Limited (51%)
MEP Tormato Private Limited	MEP Infra Consultants Private Limited (51%)
MEP Roads & Bridges Private Limited	MEP Foundation (99.90%)1
Mhaiskar Toll Road Private Limited	MEP Likpin Infrastructure Private Limited (70%)2
MEP Infra Constructions Private Limited	Step Down Subsidiaries (% of holding)
MEP Toll & Infrastructure Private Limited	Balaji Toll Road Private Limited (Formerly Bhalaji Toll Road
MEP Infraprojects Private Limited	Private Limited) (99.99%)
Victory Infra L.L.C 3	(Rideema Toll Pvt. Ltd. is the Holding Company)
MEP UK LLC LTD 4
Associate
KVM Technology Solutions Pvt Ltd

1. MEP Foundation which is a Section 8 registered Company under the Companies Act, 2013, with the main objective of conducting CSR activities.

2. MEP Likpin Infrastructure Private Limited which was incorporated on 9th September, 2021 has not commenced its business till the date of this report. since the Company has not received the Contribution from Subscribers to the Memorandum of the Association, your Company is in a process of voluntary Strike- Off of the Company.

3. Victory Infra L.L.C was incorporated on 20th February, 2023 as a Limited Liability Company under the Meydan - Free Zone regulations in Dubai, U.A.E

4. MEP UK LLC Ltd was incorporated on 21st June, 2023 under the Companies Act, 2006, as a Private Company that is limited by shares under the Registrar of Companies for England and Wales

MEPIDL Enterprises LLC which was incorporated as Limited Liability Company on 22nd March, 2018 was issued a license valid upto 21st March, 2019 which was subsequently renewed upto 5th January, 2022. However considering that no activities have been undertaken in the said Company, your Company has initiated steps to close the Company and surrender the Licence.

SMYR Consortium LLP an jointly controlled associate is non-operative LLP and your Company is in discussion with other Designated Partners to wind up the LLP in due course of time.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL THE DATE OF REPORT

Your Board again explored the possibilities of divestment of the investments in one of its wholly owned subsidiary in MEP Infrastructure Private Limited, also a material subsidiary ("MIPL") as per the strategic decision and future plans envisaged by the Company in the best interest of the Subsidiary. Accordingly your Company had approached the

Members to seek their consent and approval by way of a Special Resolutions. The approval sought was to sell or transfer or otherwise dispose-off in one or more tranches, the entire investment i.e. 37,42,80,000 equity shares constituting 100 % of the share capital held by the Company in MEP Infrastructure Private Limited, a material and wholly owned subsidiary ("MIPL") to another Wholly Owned Subsidiary viz. Mhaiskar Toll Road Private Limited ("MTRPL") at a consideration of H374.28 Crores (Rupees Three Hundred and Seventy Four Crores and Twenty Eight Lakhs only) or on such terms and conditions as may be mutually decided upon by the Company and Mhaiskar Toll Road Private Limited. Your Company has obtained the requisite approval from the shareholders of its Subsidiary Company i.e. MEP Infrastructure Private Limited to act as the Step Down Subsidiary of your Company. Its Intermediate Holding Company will be Mhaiskar Toll Road Private Limited.

Your Company is awaiting for other requisite approvals and will proceed further in the matter during the current financial year i.e. Financial Year 2023-24

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement of the subsidiaries and associates in the prescribed Form AOC-1 is annexed to this Report. As per the provisions of Section 136(1) of the Companies Act, 2013, a copy of the audited financial statements of the said companies will be made available to any shareholder on request. A Cash Flow Statement for the year 2022-23 is attached to the Balance Sheet.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Securities and Exchange Board of India (‘SEBI), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR). BRSR is a notable departure from the existing Business Responsibility Report (‘BRR) and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY23 onwards. Your Company is committed to present it to the stakeholders as and when the same shall be statutorily applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company primarily being an Infrastructure Company and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. During the year under review, the Company did not have any foreign exchange earnings and foreign exchange outgo.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedure. The Companys internal financial control system is commensurate with its size, scale and complexities of its operations.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During the year under review, there were no significant or material orders passed by any Regulator, Court or Tribunal against the Company, which could impact its going concern status or operations.

CONFIRMATIONS

There has been no change in the nature of business of the Company during the Financial Year 2022-23.

There have been no instances of frauds reported by the auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the period from 31 March 2023 and the date of this Directors Report.

Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

Your Company has not made any application during the year, however there were certain applications made under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review. However your Company had challenged the same and the Honble National Company Law Tribunal has dismissed the Applications as they did not fall within the stipulated limits under the IBC.

There was no instance of one time settlement of loan obtained from the Banks or Financial Institutions

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India.

ACKNOWLEDGEMENT & APPRECIATION

The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, The National Stock Exchange of India Limited, Securities and Exchange Board of India, Reserve Bank of India, and various government agencies for their continued support, cooperation and advice.

The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors, lawyers for their continued partnership and confidence in the Company.

The Board members also wish to place on record their appreciation for the dedication and contribution made by the KMPs and look forward for their support in future as well. We are committed to creating a positive and supportive work environment that values and cares for our employees.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.

	By and on behalf of the Board of Directors
	For MEP Infrastructure Developers Limited
	Jayant D. Mhaiskar
Place: Mumbai	Chairman & Managing Director
Date: 5th September, 2023	DIN: 00716351