LCC Projects Ltd Directors Report

DIRECTORS REPORT

OUR MANAGEMENT

Board of Directors

The Articles of Association require that our Board shall comprise of not less than three Directors and not more than fifteen Directors, provided that our Shareholders may appoint more than fifteen Directors after passing a special resolution in a general meeting.

As on the date of this Draft Red Herring Prospectus, our Board comprises of six Directors, of which two are Executive Directors, and four are Non-Executive Directors. We have two women directors on the board.

The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:

Name, designation, date of birth, address, occupation, current term, period of directorship and DIN	Age (years)	Other directorships
Arjan Suja Rabari	46	Indian companies:
Designation: Chairman and Managing Director		1. Dom Reality Private Limited;
		2. DOMS Delicious Private Limited;
Date of birth: June 1, 1978		3. Khaa Organic Private Limited;
		4. LCC Engineering Private Limited;
Address: B Wing, 15th Floor, Privilon Building, Vikram		5. LCC Foundation; and
Nagar, Behind Iskcon Temple, Ambli-Bopal Road, Ahmedabad - 380 058, Gujarat, India		6. LCC Minechem Private Limited;
		Foreign companies:
Occupation: Business
Current term: With effect from December 18, 2024, for a period of five years, liable to retire by rotation.		Nil
Period of directorship: Since December 28, 2017
DIN: 07794582
Laljibhai Arjanbhai Ahir	34	Indian Companies:
Designation: Managing Director		1. Dom Reality Private Limited;
		2. DOMS Delicious Private Limited;
Date of birth: May 23, 1990		3. Khaa Organic Private Limited;
		4. LCC Engineering Private Limited;
Address: B Wing, 15th Floor, Privilon Building, Vikram		5. LCC Foundation; and
Nagar, Behind Iskcon Temple, Ambli-Bopal Road, Ahmedabad - 380 058, Gujarat, India		6. LCC Minechem Private Limited;
		Foreign Companies:
Occupation: Business		Nil
Current term: With effect from December 18, 2024, for a period of five years, liable to retire by rotation.
Period of directorship: Since December 28, 2017
DIN: 07794599
Maya Arjan Rabari	19	Indian Companies:
Designation: Non-Executive Director		Nil
Date of birth: March 2, 2005		Foreign Companies:
Address: B Wing, 15th Floor, Privilon Building, Vikram Nagar, Behind Iskcon Temple, Ambli-Bopal Road, Ahmedabad - 380 058, Gujarat, India		Nil
Occupation: Student
Current term: With effect from November 12, 2024, liable to retire by rotation
Name, designation, date of birth, address, occupation, current term, period of directorship and DIN	Age (years)	Other directorships
Period of directorship: Since November 12, 2024
DIN: 10834742
Rajnikant Chimanlal Diwan	71	Indian companies:
Designation: Independent Director		1. Vidya Wires Limited; and
		2. Gopal Snacks Limited.
Date of birth: November 6, 1953
		Foreign companies:
Address: B-504, Empire Regency, Opposite Nandini III, VIP Road, Vesu, Abhva, SVR College, Surat - 395 007, Gujarat, India		Nil
Occupation: Professional
Current term: With effect from December 17, 2024, for a period of 5 years.
Period of directorship: Since December 17, 2024
DIN: 10062916
Vijayalakshmi Suvarna	51	Indian companies:
Designation: Independent Director		1.Gopal Snacks Limited
		2.Q-World Hospitality Private Limited
Date of birth: May 26, 1973		3.Liberation Coaches Private Limited
		4.Tvam Developers Private Limited
Address: F 2001, Marina Enclave, Jankalyan Nagar, Near Sonata Tower, Malad West, Mumbai - 400 095, Maharashtra, India		Foreign companies:
Occupation: Professional		Nil
Current term: With effect from December 17, 2024, for a period of 5 years.
Period of directorship: Since December 17, 2024
DIN: 01722538
Mirtunjay Singh	50	Indian companies:
Designation: Independent Director		Nil
Date of birth: January 1, 1975		Foreign companies:
Address: 184, The Meadows, Gokul Dham, Eklavya School, Shantipura Sanand Highway, Sanathal, Ahmedabad - 382210, Gujarat, India		Nil
Occupation: Professional
Current term: With effect from December 17, 2024, for a period of 5 years.
Period of directorship: Since December 17, 2024
DIN: 07947102

Brief profiles of our Directors

Arjan Suja Rabari, aged 46 years, is a Chairman and Managing Director of our Company. He has passed the secondary school certificate examination held by Gujarat Secondary Education Board in March 1995. He has over 27 years of experience in the field of civil engineering works, infrastructure development works and project management and leadership. He is responsible for overall management of our Company.

Laljibhai Arjanbhai Ahir, aged 34 years, is a Managing Director of our Company. He has passed grade IX from Shri Sardar Patel Higher Secondary School, Kachch, Gujarat. He has over 15 years of experience in the field of business management and administration, financial management, operation management and leadership. He is responsible for overall management of our Company.

Maya Arjan Rabari, aged 19 years, is a Non-Executive Director of our Company. She is currently pursuing a bachelors degree in civil and infrastructure engineering from Adani University, Ahmedabad. She has been associated with our Company since November 12, 2024.

Rajnikant Chimanlal Diwan, aged 71 years, is an Independent Director of our Company. He holds a bachelors degree in commerce (accounting and auditing) from the Maharaja Sayajirao University of Baroda. and a bachelors degree in law (general) from Faculty of Law, Maharaja Sayajirao University of Baroda. He is a certified associate of the Indian Institute of Bankers. He was previously associated with Oriental Bank of Commerce. He has 35 years of experience in banking.

Vijayalakshmi Suvarna, aged 51 years, is an Independent Director of our Company. She holds a bachelors degree in commerce from University of Mumbai, Mumbai and a masters degree in human resource development management from Narsee Monjee Institute of Management Studies, Mumbai. She has also completed a diploma in human resources development from All India Council of Management Studies, Chennai, a diploma in personal management and a diploma in business management from Prin. L. N. Wellngkar Management Development and Research, Mumbai. She has completed the Stanford Seed Spark Program. She was previously associated with Western Homemaker City Limited, Smmart Training & Consultancy Services Private Limited, Gem Holiday Resorts Limited, Crystal Creations India Private Limited, Microwave Communications Limited, Indian Institute of Contact Centre Management, amongst others. She has 25 years of experience in service sector.

Mirtunjay Singh, aged 50 years, is an Independent Director of our Company. He holds a bachelors degree in science (honours) from B.N. College, Patna University, a masters degree in business administration from Madurai Kamaraj University, Madurai and a degree of master of financial analyst from the Institute of Chartered Financial Analyst of India University, Tripura. He has also cleared limited insolvency examination in 2024. He is a chartered financial analyst, professional member of the Indian Institute of Insolvency Professionals of ICAI, an insolvency professional under the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016 and a certified associate of the Indian Institute of Bankers. He was previously associated with Dena Bank and IDBI Bank Limited. He has 10 years of experience in corporate banking.

Relationship between our Directors

Except as disclosed below, none of our Directors are related to each other or to any of our Key Managerial Personnel or Senior Management:

Name of Director/Key Managerial Personnel/Senior Management	Relationship
Arjan Suja Rabari and Maya Arjan Rabari	Arjan Suja Rabari is father of Maya Arjan Rabari

Confirmations

None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or were suspended from being traded during the five years preceding the date of this Draft Red Herring Prospectus, during the term of his/her directorship in such company.

None of our Directors is, or was a director of any company, which has been or was delisted from any stock exchange, during the term of his/her directorship in such company.

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company.

Further, none of our Directors have been identified as Wilful Defaulters or Fraudulent Borrowers as defined under the SEBI ICDR Regulations.

Arrangement or understanding with major Shareholders, customers, suppliers, or others pursuant to which our Directors were selected as a Director or Senior Management

None of our Directors have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or others.

Service contracts with Directors, Key Managerial Personnel and Senior Management

Our Company has not entered into any service contracts with any Director, Key Management Personnel or Senior Management which provide for benefits upon termination of employment.

Terms of appointment of our Executive Directors

1. Arjan Suja Rabari

Pursuant to resolutions passed by our Board on December 18, 2024 and by our Shareholders on December 19, 2024, Arjan Suja Rabari is entitled to the following remuneration and other employee benefits:

Salary: Up to Rs. 10.00 million per month.

Perquisites, allowances and benefits: Leave travel concession, encashment of leave at the end of the tenure, insurance premium for medical and hospitalisation and personal accident insurance cover, medical reimbursement, club fees, use of car with driver, any other perquisites and/ or amenities decided by our Board from time to time, and any other periodic retirement allowances/benefits as may be decided by our Board at the time of retirement.

2. Laljibhai Arjanbhai Ahir

Pursuant to resolutions passed by our Board on December 18, 2024 and by our Shareholders on December 19, 2024, Laljibhai Arjanbhai Ahir is entitled to the following remuneration and other employee benefits:

Salary: Up to Rs. 10.00 million per month.

Perquisites, allowances and benefits: Leave travel concession, encashment of leave at the end of the tenure, insurance premium for medical and hospitalisation and personal accident insurance cover, medical reimbursement, club fees, use of car with driver, any other perquisites and/ or amenities decided by our Board from time to time, and any other periodic retirement allowances/benefits as may be decided by our Board at the time of retirement.

Terms of appointment of our Non-Executive Directors (including Independent Directors)

As per the terms of appointment of our Non-Executive Directors (including Independent Directors, the sitting fees payable to them, for attending meetings of our Board and meetings of various committees of our Board, is Rs.0.05 million and Rs.0.05 million respectively, within the limits prescribed under the Companies Act, 2013, and the rules notified thereunder.

Payment or benefits to Directors

Our Company has not entered into any contract appointing or fixing the remuneration of any Director in the two years preceding the date of this Draft Red Herring Prospectus.

In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any of our Directors other than the remuneration as disclosed above in "- Terms of appointment of our Executive Directors " on page 236 and sitting fees paid to them for such period.

Our Company has not paid any contingent or deferred compensation to any of our Directors. The remuneration that was paid to our Directors in Fiscal 2024 is as follows:

1. Executive Directors

The details of the remuneration paid to our Executive Directors by our Company in Fiscal 2024 is set out below:

		(in Rs. million)
Name of Director	Designation	Remuneration
Arjan Suja Rabari	Chairman and Managing Director	110.50
Laljibhai Arjanbhai Ahir	Managing Director	110.50

2. Non- Executive Director

Since our Non-Executive Director was appointed in Fiscal 2025, no remuneration was paid to her in Fiscal 2024 by our Company.

3. Independent Directors

Since all our Independent Directors were appointed in Fiscal 2025, no remuneration was paid to them in Fiscal 2024 by our Company.

Remuneration paid or payable to our Directors by our Subsidiaries

Except for Arjan Suja Rabari and Laljibhai Aijanbhai Ahir, who have received remuneration of Rs. 2.30 million each from one of our Subsidiaries, LCC Minechem Private Limited, none of our Directors were paid any remuneration by our Subsidiaries in Fiscal 2024.

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold qualification shares.

Except as stated below, none of our Directors, hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus.

Name	No. of Equity Shares of face value Rs. 5 each.	Percentage of pre-Offer paid- up share capital (%)	Percentage of post-Offer paid- up share capital (%)
Arjan Suja Rabari	111,520,000	41.00	!•!
Laljibhai Arjanbhai Ahir	111,520,000	41.00	1*1
Maya Arjan Rabari	8	Negligible	[*1
Total	223,040,008	82.00

Bonus or profit-sharing plan for our Directors

As on date of this Draft Red Herring Prospectus, our Company does not have any performance linked bonus or a profit-sharing plan for our Directors.

Interest of Directors

All our Non-Executive Directors and Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings of our Board and/or committees thereof as approved by our Board, the reimbursement of expenses payable to them as approved by our Board.

Our Directors may be deemed to be interested to the extent of the remuneration and reimbursements payable to each of them by our Company and remuneration payable to them by our Subsidiaries.

Our Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in which they are partners.

Our Directors may be interested to the extent of Equity Shares, if any, held by them and their relatives (together with other distributions in respect of Equity Shares), or held by the entities in which they are associated as partners, promoters, directors, proprietors, members, trustees or beneficiaries or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members, trustees or beneficiaries, pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares. For details, see - "Shareholding of Directors in our Company" on page 237.

Except for Arjan Suja Rabari, Laljibhai Aijanbhai Ahir and Maya Arjan Rabari, none of our other Directors have any interest in the promotion or formation of our Company.

None of our Directors have any interest in any property acquired or proposed to be acquired of or by our Company or in any transaction by our Company with respect to the acquisition of land, construction of building or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus.

None of our Directors have availed loans from our Company.

Borrowing Powers

Pursuant to our Articles of Association, subject to applicable provisions of the Companies Act, 2013, and the resolution passed by our Shareholders in their general meeting held on January 18, 2025, our Board has been authorized to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of our Company, from banks, financial institutions, corporates and other body corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by our Company (apart from temporary loans obtained from our Companys Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of our Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rs.40,000 million.

Changes to our Board in the last three years

The changes to our Board during the three years immediately preceding the date of this Draft Red Herring Prospectus are set forth below:

Name	Date of appointment/cessation	Reason
Arjan Suja Rabari	December 18, 2024	Change in designation to Chairman and Managing Director
Laljibhai Arjanbhai Ahir	December 18, 2024	Change in designation to Managing Director
Maya Arjan Rabari	November 12, 2024	Appointment as an (Additional) Non-Executive Director*
Rajnikant Chimanlal Diwan	December 17, 2024	Appointment as an (Additional) Independent Director#
Vijayalakshmi Suvarna	December 17, 2024	Appointment as an (Additional) Independent Director#
Mirtunjay Singh	December 17, 2024	Appointment as an (Additional) Independent Director#

* Regularized as a Non-Executive Director pursuant to resolution passed in the extra-ordinary general meeting dated December 19, 2024.

# Regularized as an Independent Director pursuant to resolution passed in the extra-ordinary general meeting dated December 19, 2024.