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MEP Infrastructure Developers Ltd.

BSE: 539126 Sector: Infrastructure
NSE: MEP ISIN Code: INE776I01010
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OPEN 24.40
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VOLUME 106636
52-Week high 32.10
52-Week low 17.55
P/E
Mkt Cap.(Rs cr) 439
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MEP Infrastructure Developers Ltd. (MEP) - Director Report

Company director report

To

The Members

Your Directors present their 19th Annual Report togetherwith Audited Financial Statements of your Company for the Financial Year ended 31stMarch 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 39170.49 140394.82 128923.32 219612.67
Total Expenses 51993.49 158942.63 125433.92 250562.33
Profit/(Loss) Before Tax and Exceptional Item (12823.00) (18547.81) 3489.40 (30949.66)
Exceptional Item 9549.95 - (6923.19) 22626.45
Profit/(Loss) Before Tax (22372.95) (18547.81) (3433.79) (8323.21)
Tax Expense (Net) (163.75) (4480.56) (2572.63) (4287.13)
Profit /(Loss) After Tax (22209.20) (14067.25) (6006.42) (12610.34)
Share of Profit/(Loss) of Associates/Joint Venture - - (1671.36) 3998.20
Net Profit /(Loss) After Tax (22209.20) (14067.25) (7677.78) (8612.14)
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 theCovid-19 pandemic. The pandemic affected virtually every segment of India's industry;the road building sector was not an exception. In the road building and tolling sectorthere was a decline in labour availability as most preferred to return to their rural hometowns; there was a decline in roads and highways traffic that affected toll collection. Ina business where project deliveries are strictly mapped leading to capital managementdiscipline this mismatch disrupted cash flows.

On Standalone basis revenue from operations and other income for thefinancial year under review were ' 39170.49 Lakhs (Previous Year: ' 140394.82 Lakhs)year registering a decrease of ' 101224.33 Lakhs. During the year under review the lossbefore tax was ' 12823.00 Lakhs (Previous Year: ' 18547.81 Lakhs) and the loss after taxwas ' 22209.20 Lakhs (Previous Year: ' 14067.25 Lakhs).

On Consolidated basis revenue from operations and other income for thefinancial year under review were ' 128923.32 Lakhs (Previous Year: ' 219612.67 Lakhs)registering a decrease of ' 90689.35 Lakhs. The loss before tax was ' 3433.79 Lakhs(Previous Year: ' 8323.21 Lakhs) and the loss after tax was ' 6066.42 Lakhs (PreviousYear: ' 12610.34 Lakhs).

DIVIDEND

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

During the year under review there was no change in the Paid-up EquityShare Capital of the Company and it remained at ' 1834460510/- (divided into183446051 equity shares of ' 10/- each).

OPERATIONS

V HYBRID ANNUITY MODE (HAM) PROJECTS

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

It is needless to mention that the operations of your Company was alsoaffected. Your Company after dwelling upon faced with two options: wait for theimprovement to transpire and thereafter drive the business as usual or realign thebusiness 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 thefour hybrid annuity model (HAM) projects to a new concessionaire during the year underreview; these projects were marked by factors largely outside the company's controland the management took a considered view that in view of the extensive uncertainty asmaller project book would be safer. The company opted out from these projects with noBalance Sheet impairment that could possibly affect the company's competitiveness.

Your Company (as the Lead Member) with Long Jian Road and BridgeCompany Limited (Longjian) a Chinese Company was awarded the following HAM Projects underthe 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 Company's Consortium Member viz. Longjian anticipated policyhurdles to participate or continue in projects as investors and/or consortium partners andaccordingly expressed their inability to infuse their share (49%) in the EquityContribution in the four HAM SPV's. On our request as per the terms of ContractAgreement (CA) NHAI Yes Bank Limited (the Lender) and our SPVs have entered into anEndorsement 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 Projectsdue to issues in land acquisition and various clearances such as Environmental Railwaysand Forest Clearances. Apart from this there were also challenges of shifting utilitiesreligious structures and encroachments. Owing to this and due to situation beyond thecontrol of your Company. Your Company's SPVs viz. MEP Sanjose Talaja Mahuva Toll RoadPrivate Limited and MEP Sanjose Mahuva Kagavadar Toll Road Private Limited havesurrendered their Project(s) to National Highways Authority of India (NHAI) pursuant toNotice(s) by NHAI. The said Notice(s) were challenged by your Company vide an appealbefore the division Bench of Hon'ble High Court of Delhi. The Hon'ble Court videits Order dated 25th May 2021 has directed NHAI to consider the conciliationrequest of the Company in a fair manner in accordance with law. In line with the CourtOrder NHAI have agreed to take up the matter with Conciliation Committee of IndependentExpert-3 (CCIE-3) and your Company expects a speedy decision from the CCIE-3 in favour ofyour Company.

V TOLLING PROJECTS

During the year under review and as on the date of this report yourCompany 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 onthe state of affairs of the Company are covered in the Management Discussion and AnalysisReport.

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 thisreport and is presented separately. It gives details of the overall industry structureeconomic developments performance and state of affairs of your Company and theiradequacy risk management systems and other material developments during the FinancialYear 2020-21.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the Change in the Board of Directors andKey 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 anAdditional Director (Non-Executive in the capacity of Independent Director) on 15thSeptember 2020 was confirmed as an Independent Director of the Company by the Members atthe 18th Annual General Meeting of the Company held on 22nd October2020.

2. Mrs. Mira Mehrishi (DIN: 00282074) was appointed as Non-ExecutiveIndependent Director of the Company for a period of 5 (Five) years w.e.f. 27thJuly 2017. Mrs. Mehrishi resigned from Board of the Company w.e.f. 15thSeptember 2020 due to pre-occupation. Further she has confirmed that there is nomaterial reason of her resignation.

3. Mrs. Sudha D. Mhaiskar Non-Executive Director of the Company hasattained the age of 75 years. Pursuant to Regulation 17(1 A) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 no listed entity shall appointa person or continue the directorship of any person as a Non-Executive Director who hasattained the age of 75 (Seventy Five) years unless a special resolution is passed to thateffect. Mrs. Mhaiskar accordingly resigned as the Director of the Company w.e.f. 13thDecember 2020.

4. In order to maintain the structure of the Board pursuant toRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Mr. Uttam S. Pawar (DIN: 03381300) was appointed as an Additional Director(Executive Non-Independent Director) of the Company w.e.f. 13th December 2020and is confirmed as a Director of the Company via Postal Ballot remote e-voting resultsdeclared on 10th August 2021.

Your Directors place their sincere appreciation for the valuablecontribution made by Mrs. Mira Mehrishi and Mrs. Sudha D. Mhaiskar during their tenure asthe 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 hadresigned from the Company with effect from the close of working hours on 13thNovember 2020 and elevated to the post of "Head Finance and Strategy".

(2) The Board of Directors on the recommendation of the Nomination andRemuneration Committee at its meeting held on 31st December 2020 hadappointed Mr. Naresh Sasanwar as the Chief Financial Officer of the Company withimmediate effect.

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration ofindependence 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 meetthe criteria of independence as provided in Section 149(6) of the Act and Regulations16(l)(b) of the SEBI Listing Regulations and they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence.

All the Independent Directors ("IDD") of the Company havecomplied with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014 and any amendments therefor.

Further there has been no change in the circumstances affecting theirstatus as IDDs of the Company.

DECLARATION BY THE COMPANY

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts the applicableAccounting Standards had been followed along with proper explanation relating to materialdepartures;

(ii) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(iii) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concernbasis;

(v) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

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

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and such systems are adequate and operating effectively. During theyear 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 31stMarch 2021 as per Section 133 of the Companies Act 2013 read with rule 7 of theCompanies (Accounts) Rules 2014.

PERFORMANCE EVALUATION OF THE DIRECTORS

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

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection appointment and remuneration of Directors andKMP. 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) ofSection 92 of the Companies Act 2013 is available on the Company's website onhttps://mepinfra/investors/annual-return-20-21.

NUMBER OF MEETINGS OF THE BOARD

There were 6 (Six) Meetings of the Board held during the year. Detailedinformation is given in the Corporate Governance Report.

BOARD COMMITTEES

There are various Board Committees constituted as stipulated under theCompanies Act 2013 and the SEBI Listing Regulations namely Audit Committee Nominationand Remuneration Committee Stakeholders' Relationship Committee Risk ManagementCommittee and Corporate Social Responsibility Committee. Brief details pertaining to thecomposition terms of reference meetings held and attendance of these Committees duringthe year have been enumerated in Corporate Governance report forming part of the AnnualReport.

AUDIT COMMITTEE

The Audit Committee comprises of 2 (Two) Independent Directors and anExecutive Director. Detailed information is given in the Corporate Governance Report.During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.

CORPORATE GOVERNANCE

A separate section on the Corporate Governance forms a part of ourReport. A certificate has been received from the Secretarial Auditor of the Companyregarding compliance of requirements of Corporate Governance as stipulated under the SEBIListing 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 15thAnnual General Meeting (‘AGM') held on 27th July 2017 will continueto hold the office until the conclusion of the 20th Annual General Meeting ofthe Company.

There is no audit qualification reservation or adverse remark for theyear under review.

V COST AUDITORS

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

The Board of Directors on the recommendation of the Audit Committee hasappointed 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 FinancialYear 2021-22. As required under the Companies Act 2013 a resolution seekingmember's approval for ratification and consideration of the remuneration payable tothe Cost Auditor forms part of the Notice convening the AGM.

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

v SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013and the rules made thereunder and Regulation 24A of the Listing Regulations CS DineshJoshi KANJ & Co. LLP (Membership No. 3752) Company Secretaries in Practice wereappointed as the Secretarial Auditor of the Company and its Material Subsidiary viz. MEPInfrastructure Private Limited for the Financial Year 2021-22. Secretarial Audit Reportfor the Financial Year 2020-21 as issued by him in the prescribed Form MR-3 for theCompany 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 ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 read with the Rulesthereunder the Company had formulated and adopted a Policy on Prevention of SexualHarassment at Workplace. The Company has not received any complaint of sexual harassmentduring the year under review.

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

During the year ended March 31 2021 no complaints pertaining tosexual harassment have been received.

RISK MANAGEMENT POLICY

Your Company has implemented mechanism to identify assess monitor andmitigate various risks and has formulated a Risk Management Policy. The Audit Committeeand the Board of Directors are informed of the Risk assessment and minimizationprocedures.

CORPORATE SOCIAL RESPONSIBILITY

Detailed information on Corporate Social Responsibility Policydeveloped and implemented by the Company on CSR initiatives taken during the year pursuantto Section 135 of the Companies Act 2013 as Annual Report on CSR activities is annexedto this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Information regarding loans guarantees or investments as requiredunder the provisions of Section 186 of the Companies Act 2013 is not applicable to theCompany as the Company is exempted under the category of "the companies providinginfrastructure facilities".

RELATED PARTY TRANSACTIONS

All related party transactions during the year were on arm'slength basis and were not material as per the Related Party Transaction Policy of theCompany and not in conflict with the interest of the Company. The particulars of the saidtransactions alongwith other contracts/arrangements are also briefed in the Note No. 38 tothe financial statement which sets out related party disclosures. Considering theforegoing disclosure in Form AOC-2 is not required.

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

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and specified employees in the course of day to daybusiness operations of the Company. The Company believes in "Zero Tolerance"against bribery corruption and unethical dealings/behavior in any form and the Board haslaid down certain directives to counter such acts. Such code of conduct has also beenplaced on the Company's website. The Code lays down the standard procedure ofbusiness conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behavior from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management Personnelhave confirmed compliance with the Code. A declaration to this effect signed by theChairman & 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 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is annexed. The information about Top Ten Employees interms of remuneration will be available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing AGM. If any Member is interested in obtaining a copy thereof such Membermay write to the Company Secretary in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism Policy/Whistle BlowerPolicy to deal with instances of fraud and mismanagement if any. Staying true to our corevalues of Strength Performance and Passion and in line with our vision of being one ofthe most respected Companies in India the Company is committed to the high standards ofCorporate Governance and Stakeholders Responsibility. The said Policy ensures that strictconfidentiality is maintained in respect of whistle blowers whilst dealing with concernsand also specified that no discrimination will be meted out to any person for a genuinelyraised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessedthrough website of the Company viz. http://www.mepinfra.com.

SUBSIDIARY/JOINT VENTURE/CONSORTIUM

Following are the companies which are Subsidiary Companies of theCompany:

- 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%) - MEPSanjose 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%) - MEPFoundation (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 theCompanies 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 '2250000000/- (divided into 225000000 Equity shares of ' 10/- each) to '5250000000/- (divided into 525000000 Equity shares of ' 10/-each) vide Postal Ballotdated 9th August 2021. The Scrutinized Report on the Postal Ballot isavailable on the website of the Company viz. http://www.mepinfra.com.

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

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement ofthe subsidiaries and associates in the prescribed Form AOC-1 is annexed to this Report. Asper the provisions of Section 136(1) of the Companies Act 2013 a copy of the auditedfinancial statements of the said companies will be made available to any shareholder onrequest. 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 listedentities as per the Market capitalization is required to furnish the BusinessResponsibility Report as a part of its Board Report. Your Company being outside the ambitof top 1000 listed companies as per Market Capitalization is exempted from furnishing thesaid Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Your Company primarily being an Infrastructure Company and not involvedin any industrial or manufacturing activities the Company has no particulars to reportregarding conservation of energy and technology absorption as required under section 134of the Companies Act 2013 and the Rules made thereunder. During the year under reviewthe 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 riskmitigation system which are constantly assessed and strengthened with new/revisedstandard operating procedure. The Company's internal financial control system iscommensurate with its size scale and complexities of its operations.

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

During the year under review there were no significant or materialorders passed by any Regulator Court or Tribunal against the Company which could impactits going concern status or operations.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion andAnalysis describing the Company's objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make difference to the Company'soperations include changes in the government regulations developments in theinfrastructure segment tax regimes and economic developments within India.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors wish to place on record their sincere appreciation forthe contribution made by the employees at all levels for their hard work and support yourCompany's achievements would not have been possible without their efforts. YourDirectors also wish to thank all Shareholders Clients Government and RegulatoryAuthorities and Stock Exchanges Joint Bidding Partners Financial Authorities CustomersDealers Agents Suppliers Consultants Investors Lenders and Bankers for theircontinued support and faith reposed in the Company. Your Directors also thank the Ministryof Corporate Affairs advocates solicitors and business associates for their continuoussupport.

The Board members also wish to place on record their appreciation forthe dedication and contribution made by the employees at all levels and look forward fortheir support in future as well. The Board members are also deeply touched by the effortssincerity and loyalty displayed by the employees during the COVID-19 pandemic and withoutwhom the growth of the Company is unattainable.

Further the Board expresses its gratitude to you as Shareholders forthe 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

.