MEP Infrastructure Developers Ltd Directors Report.

To,

The Members,

Your Directors present their 19th Annual Report together with Audited Financial Statements of your Company for the Financial Year ended 31st March, 2021.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Standalone Results For the year ended as at Consolidated Results For the year ended as at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Total Revenue 39,170.49 140,394.82 1,28,923.32 2,19,612.67
Total Expenses 51,993.49 158,942.63 1,25,433.92 2,50,562.33
Profit/(Loss) Before Tax and Exceptional Item (12,823.00) (18,547.81) 3,489.40 (30,949.66)
Exceptional Item 9,549.95 - (6,923.19) 22,626.45
Profit/(Loss) Before Tax (22,372.95) (18,547.81) (3,433.79) (8,323.21)
Tax Expense (Net) (163.75) (4,480.56) (2,572.63) (4,287.13)
Profit /(Loss) After Tax (22,209.20) (14,067.25) (6,006.42) (12,610.34)
Share of Profit/(Loss) of Associates/Joint Venture - - (1,671.36) 3,998.20
Net Profit /(Loss) After Tax (22,209.20) (14,067.25) (7,677.78) (8,612.14)
Earnings Per Share (?) (12.11) (7.67) (4.19) (4.70)

PERFORMANCE OF THE COMPANY

The year under review was marked by the extensive impact of the Covid-19 pandemic. The pandemic affected virtually every segment of Indias industry; the road building sector was not an exception. In the road building and tolling sector, there was a decline in labour availability as most preferred to return to their rural home towns; there was a decline in roads and highways traffic that affected toll collection. In a business where project deliveries are strictly mapped leading to capital management discipline, this mismatch disrupted cash flows.

On Standalone basis, revenue from operations and other income for the financial year under review were 39,170.49 Lakhs (Previous Year: 1,40,394.82 Lakhs) year registering a decrease of 1,01,224.33 Lakhs. During the year under review, the loss before tax was 12,823.00 Lakhs (Previous Year: 18,547.81 Lakhs) and the loss after tax was 22,209.20 Lakhs (Previous Year: 14,067.25 Lakhs).

On Consolidated basis, revenue from operations and other income for the financial year under review were 1,28,923.32 Lakhs (Previous Year: 2,19,612.67 Lakhs) registering a decrease of 90,689.35 Lakhs. The loss before tax was 3,433.79 Lakhs (Previous Year: 8,323.21 Lakhs) and the loss after tax was 6,066.42 Lakhs (Previous Year: 12,610.34 Lakhs).

DIVIDEND

Your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

Your Company has not transferred any amount of profits to reserves for the financial year 2020-21.

SHARE CAPITAL

During the year under review, there was no change in the Paid-up Equity Share Capital of the Company and it remained at 1,83,44,60,510/- (divided into 18,34,46,051 equity shares of 10/- each).

OPERATIONS

V HYBRID ANNUITY MODE (HAM) PROJECTS

This Financial year has been the year of Covid19 Pandemic and this has had far reaching impact with huge loss of human life, disruption of business due to stringent measures adopted by the Government viz. strict lock down and travel restrictions which has not only affected the business houses but the Economy also had to take a major hit on the growth aspect.

It is needless to mention that the operations of your Company was also affected. Your Company after dwelling upon faced with two options: wait for the improvement to transpire and thereafter drive the business as usual or realign the business model with speed to remain relevant and viable. The company opted for the second; this responsiveness was driven by the conviction.

The result is that the Company completed Harmonious Substitution of the four hybrid annuity model (HAM) projects to a new concessionaire during the year under review; these projects were marked by factors largely outside the companys control and the management took a considered view that in view of the extensive uncertainty, a smaller project book would be safer. The company opted out from these projects with no Balance Sheet impairment that could possibly affect the companys competitiveness.

Your Company (as the Lead Member) with Long Jian Road and Bridge Company Limited (Longjian), a Chinese Company was awarded the following HAM Projects under the said Consortium:

Project Authority In the State of Scope of the Project SPV for the Project
Ausa Chakur NHAI Maharashtra Four-lane of Ausa Chakur section of NH 361 (Km. 55.8 -114.3) MEP Longjian ACR Private Limited
Chakur Loha NHAI Maharashtra Four-lane of Chakur Loha section of NH 361 (Km. 114.6 - 187.8) MEP Longjian CLR Private Limited
Loha Waranga NHAI Maharashtra Four-lane of Loha Waranga section of NH 361 (Km. 187.8 - 224.4) MEP Longjian Loha Waranga Road Private Limited
Vadape Thane NHAI Maharashtra Eight-laning of existing Four-lane of NH-3 (new NH-848) (Km. 539.2 - 563) MEP Longjian VTR Private Limited

Your Companys Consortium Member viz. Longjian anticipated policy hurdles to participate or continue in projects as investors and/or consortium partners and accordingly expressed their inability to infuse their share (49%) in the Equity Contribution in the four HAM SPVs. On our request, as per the terms of Contract Agreement (CA), NHAI, Yes Bank Limited (the Lender) and our SPVs have entered into an Endorsement Agreement for a Harmonious Substitution as under:

Project Nominated Company
Ausa Chakur Gangamai Kalyan ACR Private Limited, (a Joint Venture between Gangamai Industries & Construction Limited and Kalyan Toll Infrastructure Limited).
Chakur Loha Chakur Loha Nanded Highways Private Limited, (SPV formed by M/s Kalyan Toll Infrastructure Limited).
Loha Waranga Loha Nanded Waranga Highways Private Limited, (SPV formed by M/s Kalyan Toll Infrastructure Limited).
Vadape Thane MSRDC Infrastructure Private Limited

Your Company had to overcome challenges for completion of HAM Projects, due to issues in land acquisition and various clearances such as Environmental, Railways and Forest Clearances. Apart from this, there were also challenges of shifting utilities, religious structures and encroachments. Owing to this and due to situation beyond the control of your Company. Your Companys SPVs viz. MEP Sanjose Talaja Mahuva Toll Road Private Limited and MEP Sanjose Mahuva Kagavadar Toll Road Private Limited have surrendered their Project(s) to National Highways Authority of India (NHAI) pursuant to Notice(s) by NHAI. The said Notice(s) were challenged by your Company vide an appeal before the division Bench of Honble High Court of Delhi. The Honble Court vide its Order dated 25th May, 2021 has directed NHAI to consider the conciliation request of the Company in a fair manner in accordance with law. In line with the Court Order, NHAI have agreed to take up the matter with Conciliation Committee of Independent Expert-3 (CCIE-3) and your Company expects a speedy decision from the CCIE-3 in favour of your Company.

V TOLLING PROJECTS

During the year under review and as on the date of this report your Company has successfully won the following tolling project(s):

Tolling Project Authority In the State of Scope of the Project
Sergarh Fee Plaza NHAI Odisha Collection of user fee through e-tender for Sergarh Fee Plaza at Km. 97.960 (Old Km. 182.175) for the section from Km. 143.635 to Km. 80.994 (Bhadrak to Balasore Section) of NH-5. The period of the said Contract is 1 (one) year (from 06.04.2021 (08.00:00 hrs) to 06.04.2022 (07.59:59 hrs).
Pithai Fee Plaza National Highways Authority of India (NHAI) Gujarat Collection of user fee on the basis of the Competitive Bidding through e-tender for Pithai Fee Plaza at Km. 37.300 for 4 lanning of Ahmedabad - Godhra Section of NH-59 from Km. 4.200 to Km. 122.420 under NHDP Phase-III on DBFOT pattern. The period of the said Contract is 1 (one) year (from 16.02.2021 (08.00:00 hrs) to 16.02.2022 (07.59:59 hrs). (Handed over to other Contractor on 09.06.2021 as per NHAI directions, due to Force Majeure event).
Badarpur Elevated Plaza NHAI Delhi & Harayana Collection of user fee through E-quotation (e-tender) for Badarpur Elevated Plaza at Km. 18.700 and Km. 20.200 on Section from Km. 16.100 to Km. 20.500 of NH-2. The period of the said Contract is 3 (Three) Months (from 16.02.2021 (8.00 Hrs) to 16.05.2021 (8.00 Hrs). (Handed over to other Contractor on 09.06.2021 as per NHAI directions)

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 2020-21.

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
15/09/2020 Appointment Mrs. Sandhya M. Borase (DIN: 08874647) Independent Director (See Note 1) Yes
15/09/2020 Resignation Mrs. Mira Mehrishi (DIN: 00282074) Independent Director (See Note 2) Not required
13/12/2020 Resignation Mrs. Sudha D. Mhaiskar (DIN: 00707501) Non-Independent and Non-Executive Director (See Note 3) Not required
13/12/2020 Appointment Mr. Uttam S. Pawar (DIN: 03381300) Additional Director (Executive Non-Independent Director) (See Note 4) Yes

Notes:

1. Mrs. Sandhya M. Borase (DIN: 08874647) who was appointed as an Additional Director (Non-Executive in the capacity of Independent Director) on 15th September, 2020 was confirmed as an Independent Director of the Company by the Members at the 18th Annual General Meeting of the Company held on 22nd October, 2020.

2. Mrs. Mira Mehrishi (DIN: 00282074) was appointed as Non-Executive Independent Director of the Company for a period of 5 (Five) years w.e.f. 27th July, 2017. Mrs. Mehrishi resigned from Board of the Company w.e.f. 15th September, 2020 due to pre-occupation. Further, she has confirmed that there is no material reason of her resignation.

3. Mrs. Sudha D. Mhaiskar, Non-Executive Director of the Company has attained the age of 75 years. Pursuant to Regulation 17(1 A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of 75 (Seventy Five) years unless a special resolution is passed to that effect. Mrs. Mhaiskar accordingly resigned as the Director of the Company w.e.f. 13th December, 2020.

4. In order to maintain the structure of the Board, pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Uttam S. Pawar (DIN: 03381300) was appointed as an Additional Director (Executive Non-Independent Director) of the Company w.e.f. 13th December, 2020, and is confirmed as a Director of the Company via Postal Ballot remote e-voting, results declared on 10th August, 2021.

Your Directors place their sincere appreciation for the valuable contribution made by Mrs. Mira Mehrishi and Mrs. Sudha D. Mhaiskar 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 Nomination & Remuneration Committee
30/10/2020 Resignation Mr. Harshad Pusalkar Company Secretary Not required
30/10/2020 Appointment Ms. Kanika Sehgal Company Secretary Yes
13/11/2020 Resignation Mr. M. Sankaranarayanan Chief Financial Officer (See Note 1) Not required
31/12/2020 Appointment Mr. Naresh Sasanwar Chief Financial Officer (See Note 2) Yes
31/01/2021 Resignation Mr. Pandurang B. Dandawate CEO (Roads & Infrastructure Segment) Not required

Notes:

(1) Mr. M. Sankaranarayanan, Chief Financial Officer of the Company had resigned from the Company with effect from the close of working hours on 13th November, 2020 and elevated to the post of "Head Finance and Strategy".

(2) The Board of Directors on the recommendation of the Nomination and Remuneration Committee at its meeting held on 31st December, 2020, had appointed Mr. Naresh Sasanwar, as the Chief Financial Officer of the Company with immediate effect.

Mrs. Anuya J. Mhaiskar (DIN: 00716351) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your Board of Directors recommend her re-appointment.

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(l)(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.

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

As required under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors, to the best of their knowledge and belief, state that -

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(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 the end of the financial year and of the profit and loss of the Company for that period;

(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 accounts on a going concern basis;

(v) the directors had laid down 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, 2021 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 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-20-21.

NUMBER OF MEETINGS OF THE BOARD

There were 6 (Six) 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 2 (Two) 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

A 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

V STATUTORY AUDITORS

M/s. G. D. Apte & Co., Chartered Accountants (Firm Registration No. 100515W) who were appointed as the Statutory Auditors of the Company at the 15th Annual General Meeting (‘AGM) held on 27th July, 2017 will continue to hold the office until the conclusion of the 20th Annual General Meeting of the Company.

There is no audit qualification, reservation or adverse remark for the year under review.

V 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 M/s. Nawal Barde Devdhe Associates, Cost Accountants (Firm Registration No. 001711), as the Cost Auditors to audit the cost accounts of the Company for the Financial Year 2021-22. 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.

The Cost Audit Reports for the Financial Year ended 31st March, 2020 were filed on 09th December, 2020.

v 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 2021-22. Secretarial Audit Report for the Financial Year 2020-21 as issued by him in the prescribed Form MR-3 for the Company and its Material Subsidiary are annexed to this Report.

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 March 31, 2021, 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

Detailed information on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the Companies Act, 2013, as 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. 38 to the financial statement which sets out related party disclosures. Considering the foregoing, disclosure in Form AOC-2 is not required.

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.

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 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed. 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

SUBSIDIARY/JOINT VENTURE/CONSORTIUM

Following are the companies which are Subsidiary Companies of the Company:

- Material Subsidiary (% of Holding)

- MEP Infrastructure Private Limited (99.99%)

- Wholly Owned Subsidiaries (% of Holding)

- Raima Ventures Private Limited (100%)

- Rideema Toll Private Limited (100%)

- MEP Nagzari Toll Road Private Limited (100%)

- MEP IRDP Solapur Toll Road Private Limited (100%)

- Raima Toll Road Private Limited (100%)

- MEP Chennai Bypass Toll Road Private Limited (100%)

- MEP Highway Solutions Private Limited (100%)

- MEP RGSL Toll Bridge Private Limited (100%)

- Raima Toll & Infrastructure Private Limited (100%)

- MEP Tormato Private Limited (100%)

- MEP Roads & Bridges Private Limited (100%)

- Mhaiskar Toll Road Private Limited (100%)

- MEP Infra Constructions Private Limited (100%)

- MEP Toll & Infrastructure Private Limited (100%)

- MEP Infraprojects Private Limited (100%)

- Subsidiaries (% of holding)

- MEP Hyderabad Bangalore Toll Road Private Limited (99.99%) - MEP Sanjose Kante Waked Road Private Limited (74%)

- MEP Nagpur Ring Road 1 Private Limited (74%)

- MEP Sanjose Nagpur Ring Road 2 Private Limited (74%)

- MEP Sanjose Arawali Kante Road Private Limited (74%)

- MEP Sanjose Talaja Mahuva Road Private Limited (60%)

- MEP Sanjose Mahuva Kagavadar Road Private Limited (60%) - MEP Foundation (99.90%)*

- MEP Longjian ACR Private Limited (51%)

- MEP Longjian CLR Private Limited (51%)

- MEP Longjian Loha Waranga Road Private Limited (51%)

- MEP Longjian VTR Private Limited (51%)

- Step Down Subsidiaries (% of holding)

- Baramati Tollways Private Limited (99.99%) - (Rideema Toll Pvt. Ltd. is the Holding Company)

- Subsidiary by control of composition of Board/Associate/ Consortium

- KVM Technology Solutions Pvt. Ltd.

- MEPIDL Enterprises LLC - SMYR Consortium LLP

Rideema Toll Bridge Private Limited was a Subsidiary (Wholly Owned) upto 31st May, 2021.

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

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

The Authorised Share Capital of your Company was increased from 225,00,00,000/- (divided into 22,50,00,000 Equity shares of 10/- each) to 525,00,00,000/- (divided into 52,50,00,000 Equity shares of 10/-each) vide Postal Ballot dated 9th August, 2021. The Scrutinized Report on the Postal Ballot is available on the website of the Company viz. http://www.mepinfra.com.

Your Company was appointed as the Contractor by South Delhi Municipal Corporation, Toll Tax Department (SDMC) for a period of 5 (Five years) with effect from 1st October, 2017. The Contract Agreement with your Company was taken over by SDMC on 10th April, 2021 pursuant to a Court Order. Your Company has preferred an appeal against the said order to set aside the Learned Single Bench Order. Your Company is awaiting for the final orders for the same.

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 2020-21 is attached to the Balance Sheet.

BUSINESS RESPONSIBILITY REPORT

As per the SEBI circular dated May 10, 2021, the top 1000 listed entities as per the Market capitalization is required to furnish the Business Responsibility Report as a part of its Board Report. Your Company being outside the ambit of top 1000 listed companies as per Market Capitalization is exempted from furnishing the said Report.

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 of the Companies Act, 2013 and the Rules made thereunder. 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.

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.

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

Your Directors wish to place on record their sincere appreciation, for the contribution made by the employees at all levels for their hard work and support, your Companys achievements would not have been possible without their efforts. Your Directors also wish to thank all Shareholders, Clients, Government and Regulatory Authorities and Stock Exchanges, Joint Bidding Partners, Financial Authorities, Customers, Dealers, Agents, Suppliers, Consultants, Investors, Lenders and Bankers for their continued support and faith reposed in the Company. Your Directors also thank the Ministry of Corporate Affairs, advocates, solicitors and business associates for their continuous support.

The Board members also wish to place on record their appreciation for the dedication and contribution made by the employees at all levels and look forward for their support in future as well. The Board members are also deeply touched by the efforts, sincerity and loyalty displayed by the employees during the COVID-19 pandemic and without whom the growth of the Company is unattainable.

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
Place: Mumbai

Date: September 03, 2021

Jayant D. Mhaiskar Chairman & Managing Director DIN: 00716351