Directors Report of Bigbloc Construction Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 10^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY AND STATE OF COMPANY''S AFFAIRS

('' in lakhs except EPS)

Particulars	STANDALONE		CONSOLIDATED
	Year Ended	Year Ended	Year Ended	Year Ended
	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Revenue from operations	6719.74	10687.33	22463.96	24322.13
Other income	584.01	358.30	445.28	414.45
Profit Before Interest & Depreciation	240.42	2410.77	3362.83	6029.67
(-) Finance Cost	735.93	453.31	1457.06	884.26
(-) Depreciation	455.78	474.71	1449.54	1034.22
Profit before tax & Exceptional items	-951.29	1482.75	456.22	4111.19
( ) Exceptional Items	-	0	0	0
Profit Before Tax	-951.29	1482.75	456.22	4111.19
(-) Tax Expense	-221.30	379.70	135.82	1042.36
Profit for the year after tax	-730.00	1103.05	320.40	3068.83
Earnings Per Share (Basic & Diluted) (In '')	-0.52	0.78	0.68	2.18

The Standalone Gross Revenue from operations for FY 2024-25 was '' 6719.74 Lakhs (Previous Year: '' 10687.33 Lakhs). The Operating Loss stood at '' 951.29 Lakhs as against operating profit of
'' 1482.75 Lakhs in the Previous Year. The Net Profit for the year stood at '' -730.00 lakhs against a Profit of '' 1103.05 lakhs reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2024-25 was '' 22463.96 Lakhs (Previous Year: '' 24322.13 Lakhs). The Consolidated Operating Profit stood at '' 456.22 Lakhs (Previous Year:
'' 4111.19 Lakhs). The Consolidated Profit after tax stood at '' 320.40 Lakhs (Previous Year: '' 3068.83 Lakhs).

There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Company''s business during the year under review.

2. REAL ESTATE AND CONSTRUCTION INDUSTRIES DURING THE YEAR:

In recent years, the construction industry in India has changed significantly, with a growing focus
on innovative and sustainable materials. One such material that is making a big impact in residential
building projects is Autoclaved Aerated Concrete (AAC) blocks.

Autoclaved Aerated Concrete (AAC) block is a low-maintenance precast building material with
excellent thermal insulation and durability. The heat-insulating properties of AAC blocks keep
the building cooler and prevent outside heat from entering, resulting in significant savings on
air conditioning costs. AAC blocks also guarantee savings in foundation load, structural steel
consumption, and mortar consumption.

The AAC blocks industry in India is currently experiencing rapid growth, fuelled by a significant
shift toward green construction practices and government initiatives promoting sustainability. With
increased awareness of the long-term benefits of using energy-efficient and lightweight building
materials, builders and developers are increasingly turning to AAC blocks as a viable alternative to
traditional red bricks. The market, valued at approximately INR 6,500 Crores in 2023, is projected to
reach INR 11,500 Crores by 2027, reflecting a healthy CAGR of 15.3%. This growth is underpinned
by factors such as the rising demand for affordable housing, the pursuit of soundproof and
environmentally friendly buildings, and favourable government policies that incentivize green
construction. Despite India''s standing as the world''s second-largest block manufacturer with
around 150-180 unorganized manufacturing plants primarily located in Western India, AAC blocks
currently account for only about 10% of the overall market, compared to 85% for traditional red
bricks, indicating a vast potential for further expansion. From the total valued market almost 38¬
40 Crores is being export to the other countries. The investments in this area is getting increased
because of the increasing demand in construction site and additional industrial areas.

3. SHARE CAPITAL

During the year under review, the authorized share capital of the company has increased from
'' 15,00,00,000/- divided into 7,50,00,000 equity shares of '' 2.00 each to '' 30,00,00,000/- divided
into 15,00,00,000/- equity shares of '' 2.00 each on 24^th August, 2024. The Company has made
bonus issue of equity shares in the ratio of 1:1 and has allotted 7,07,87,875 equity shares of '' 2.00
each on 13^th September, 2024.

Further, during the year under review, the Company has not issued convertible warrant nor has
granted any stock options and nor sweat equity.

4. DIVIDEND AND RESERVES

Your Directors declared and paid a dividend @ 20% i.e. '' 0.40/- per equity share of '' 02/- each for
the financial year ended March 31, 2024. Hence the directors have not declared any final dividend
for the FY 2024-25.

The Company is not required to transfer any amount to reserves. Accordingly, the Company has not
transferred any amount to reserve.

5. DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Naresh Sitaram Saboo (DIN No. 00223350), Director of the
Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, has
offered himself for re-appointment as Managing Director, Mr. Mohit Saboo (DIN: 02357431) is
re-appointed as Executive Director w.e.f 22^nd August, 2025, Mr. Saurabh Gupta (DIN: 01368353)
has been appointed as Non-Executive Independent Director for first term of Five years w.e.f. 22^nd
August, 2025, Ms. Samiksha Nandwani is reappointed for the second tenure w.e.f. 6^th August, 2025.
The details of the aforesaid directors, their expertise in various functional areas as required to be
disclosed under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the
Notice of the ensuing Annual General Meeting.

The following changes took place in the Key Managerial Personnel during the financial year
2024-25:

1) Ms. Shilpa Bhargava(Membership No.: F13255) was appointed as a Company Secretary and
Compliance Officer of the Company with effect from February 15, 2025 resigned effect from
the close of working hours on 23^rd April, 2025.

2) Mrs. Neha Dugar (Membership No.: A36290) was appointed as the Company Secretary&
Compliance officer of the Company w.e.f. 26.08.2024 and resigned effect from the close of
working hours on February 14, 2025.

3) Mr. Alpesh Somjibhai Makwana (Membership No.: A46284) has resigned as the Company
Secretary & Compliance officer of the Company w.e.f. 26.08.2024.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors of the Company have given declarations stating they meet the criteria
of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of
the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent
Directors have confirmed that they are not aware of any circumstances or situation which exists
or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Directors have also affirmed that they have complied with the Company''s Code of Business
Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified
core skills, expertise and competencies of the Directors in the context of the Company''s businesses,
which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed
that they have registered themselves with the databank maintained by the Indian Institute of
Corporate Affairs. The Independent Directors who were required to clear the online proficiency
self-assessment test have passed the test.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are
independent of the management, possess the requisite integrity, experience, expertise, proficiency
and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to
the members of the Board is provided in the Report on Corporate Governance.

7. MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR

Your Directors are of the opinion that there are no material changes and commitments affecting
financial position of the Company which have occurred between end of financial year of the
Company and the date of this report.

8. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review.
The Management evaluates all recently issued or revised accounting standards on an ongoing
basis. The Company discloses consolidated and standalone financial results on a quarterly basis
which are subjected to limited review and publishes consolidated and standalone audited financial
statements on an annual basis. There were no revisions made to the financial statements during
the year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with the
applicable Indian Accounting Standards as issued by the Institute of Chartered Accountants of
India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 (“Act”) read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial statements of
Subsidiaries/Associate Companies/Joint Venture is given in Form AOC-1 and forms an integral
part of this Report.

9. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis
and in the ordinary course of business and that the provisions of Section 188 of the Companies Act,
2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms
of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related
party transactions during the year under review with the Promoters, Directors or Key Managerial

Personnel. The transactions with related parties as per requirements of Indian Accounting Standard
(IND AS-24) - ''Related Party Disclosures'' are disclosed in Note No. 47 of Notes to Accounts
(Standalone Financial Statements) and Note No. 40 of Notes to Accounts (Consolidated Financial
Statements). All Related Party Transactions are placed before the Audit Committee and also to the
Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature.
The policy on materiality of Related Party Transactions as approved by the Board of Directors has
been uploaded on the website of the Company. The web-link of the same has been provided in
the Corporate Governance Report.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE
COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Act are given in the notes to financial statements forming part of the Annual Report.

11. SUBSIDIARIES AND JOINT VENTURE COMPANY

Financial statements in respect of each of the subsidiaries shall be available for inspection at the
Registered Office of the Company. The Company will also make available these documents upon
request by any Member of the Company interested in obtaining the same. The financial statements
of subsidiary companies are also available on the website of the Company. During the year under
review, none of the companies ceased to be subsidiary, joint venture or associate company of the
Company.

The Consolidated Financial Statements of Bigbloc Construction Limited and its subsidiaries is
prepared in accordance with Ind AS- 110 on Consolidated Financial statements and Equity method
of accounting given in Ind AS - 28 on “Accounting of Investments in Associates in Consolidated
Financial statements” The details of such subsidiary are as follows:

Sr. No. Name of company	Nature of relation
1. Starbigbloc Building Material Limited (Formerly known as ''Starbigbloc Building Material Private Limited'' and ''Hilltop Concrete Private Limited'')	Subsidiary
2. Bigbloc Building Elements Private Limited	Subsidiary
3. Siam Cement Big Bloc Construction Technologies Private Limited	Subsidiary

12. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained
by them, your Directors make the following statement in terms of Section 134(3) (c) of the
Companies Act, 2013 that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures; the annual accounts have been prepared in compliance with the
provisions of the Companies Act, 2013;

b) the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit of the
Company for year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

13. ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its
Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company
empowers the Board to formulate a process for effective evaluation of the performance of individual
directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act
and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees
of the Board and each Director individually. A structured questionnaire was prepared after taking
into consideration inputs received from the Directors, covering various aspects of the Board''s
functioning such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who
were evaluated on parameters such as level of engagement and contribution, independence of
judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on 14^th February, 2025, without the presence
of Non-Independent Directors and members of the management to review the performance of
Non-Independent Directors and the Board of Directors as a whole; review the performance of the
Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness
of flow of information between the management and the Board of Directors. The performance
evaluation of the Independent Directors was carried out by the entire Board.

14. POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:

The Board of Directors have framed a Nomination, Remuneration and Board Diversity policy which
lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of
remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission),
Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

The policy also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment and removal of Directors, Key Managerial
Personnel/Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors,
Key Managerial Personnel, Senior Management Personnel and other employees such that the
Company''s business strategies, values, key priorities and goals are in harmony with their aspirations.
The policy lays emphasis on the importance of diversity within the Board, encourages diversity of
thought, experience, background, knowledge, ethnicity, perspective, age and gender at the time
of appointment.

The Nomination, Remuneration and Board Diversity policy is directed towards rewarding
performance, based on achievement of goals. It is aimed at attracting and retaining high caliber
talent.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and
other employees is available on Company''s website www.bigbloc.in.

15. MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the
meetings is circulated to the Directors well in advance to help them plan their schedules and
ensure meaningful participation.

In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate
on business items which require urgent attention of the Board. The Company has complied with
Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Nine times during the year under review and has accepted all recommendations
made to it by its various committees.

The details of the number of meetings of the Board held during the Financial Year 2024-25 and the
attendance of Directors forms part of the Report on Corporate Governance.

16. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2025:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders'' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details of the Committees of the Board along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report forming part of this
Annual Report FY 2024-25.

17. MEETINGS OF MEMBERS

During the year under review, 9^th Annual General Meeting of the Company was held on 7^th August,
2024 virtually. No Extra Ordinary General Meeting was held during the financial year.

18. AUDITORS & REPORTS OF THE AUDITORS

a) Statutory Auditor

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory
modification(s) re-enactment(s)/amendment(s) thereof, for the time being in force), M/s. RKM &
Co., Chartered Accountants (Firm Registration No. 108553W) were re-appointed as the Statutory

Auditors of the Company to hold office for their second term from the conclusion the 5^th Annual
General Meeting till the conclusion of 10^th Annual General Meeting to be held in the year 2025.
They will complete their two consecutive terms as Statutory Auditors of the Company on conclusion
of this 10^th AGM. The Board of Directors of the Company (the Board), at its meeting held on 30^th
May, 2025, considering the experience and expertise and based on the recommendation of the
Audit Committee, has proposed to the Members of the Company, appointment of M/s. Rajendra
Sharma & Associates, Chartered Accountants (Firm Registration number: 108390W) as Statutory
Auditors of the Company in place of M/s. RKM & Co. The proposed appointment is for a term of
5 (five) consecutive years from the conclusion of 10^th AGM till the conclusion of the 15^th AGM on
payment of such remuneration as may be mutually agreed upon between the Board of Directors
and the Statutory Auditors, from time to time.

There was no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed
thereunder.

The Auditor''s Report does not contain any modified opinion and is self-explanatory; hence, no
further comments are deemed necessary.

However, certain adverse remarks have been included in the Companies (Auditor''s Report) Order
(CARO), 2020 under Clause (ii)(b), Clause (vii)(a), Clause (ix)(d)and Clause (xvii). The
management''s explanations for these observations are as follows:

Clause (ii)(b) - Differences in Quarterly Bank Submissions:

The difference between amounts as per books of accounts and amounts reported in quarterly
statement filed with bank is because stock statements are filed with bank before updation/
finalization of accounts for quarterly limited review/audit of the accounts. Hence, debtors, creditors
and stock are reported on adhoc basis with bank without complete updation of books of accounts.

Clause (vii)(a) - Statutory Dues:

The Company has deducted Professional tax from Employees'' salaries. In some cases, the same
has not been deposited with the concerned department. The management will deposit the same
upon receipt of such demand from the concerned department.

Clause (ix)(d)- Utilisation of Funds

The Company had upgraded its factory at Umargaon through under a pre-planned and temporary
technology upgradation related shutdown since 18^th May 2024 till 15^th Oct 2024. Further, the
Company had made investments and advanced Long term loans to its Subsidiary Companies,
Siam Cement Big bloc Construction Technologies Private Limited and Bigbloc Building Elements
Private Limited. The same was funded through a mix of Long term and Short term funds. We are

maintaining sufficient liquidity and a strong credit profile to meet the working capital requirements
arising from the event of short-term sources falling due for payment.

Clause (xvii)- Cash Losses

The Company''s factory at Umargaon was under a pre-planned and temporary technology
upgradation related shutdown since 18^th May 2024 till 15^th Oct 2024. However, overheads like
salaries, utilities, interest etc were being incurred. Further, there was loss on sale of old fixed assets
to the tune of '' 44.13 lakhs. We expect to stabilize our cash flows and improve working capital
efficiency in the upcoming quarters.

b) Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
Dhirren R. Dave & Co., Practicing Company Secretaries, Surat, Gujarat to conduct the secretarial
audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial
year 2024-25 is annexed as Annexure ''A'' to the Director''s Report.

As per regulation 24A of SEBI (LODR) regulation, 2015 as amended from time to time, your
Company''s unlisted material subsidiary viz. Starbigbloc Building Material Limited and Bigbloc
Building Elements Private Limited have undertaken Secretarial Audit for the financial year 2024¬
25. Copy of Secretarial Audit Report of Starbigbloc Building Material Limited and Bigbloc Building
Elements Private Limited are enclosed as Annexure ''B'' and Annexure ''C'' respectively. The
Secretarial Audit Report of your Company and its unlisted material subsidiary Starbigbloc Building
Material Limited and Bigbloc Building Elements Private Limited do not contain any qualification,
reservation or adverse remark.

c) Cost Auditor

Your Company is not required to maintain cost records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to
your Company.

19. INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK
MANAGEMENT

Internal Financial Control and Risk Management are integral to the Company''s strategy and for the
achievement of the long-term goals. Company''s success as an organisation depends on its ability
to identify and leverage the opportunities while managing the risks. In the opinion of the Board,
the Company has robust internal financial controls which are adequate and effective during the
year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly
assessed and strengthened with new/revised standard operating procedures. The Company''s
internal control system is strong and commensurate with its size, scale and complexities of
operations.

Ms. Anjana Parwal, Chartered Accountant was the internal auditor of the Company for the FY 2024¬
25.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation
of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are
shared with the Management for timely corrective actions, if any. The major focus of internal audit is
to review business risks, test and review controls, assess business processes besides benchmarking
controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness
of the internal control systems and are also apprised of the internal audit findings and corrective
actions. The Audit Committee suggests improvements and utilizes the reports generated from a
Management Information System integral to the control mechanism. The Audit Committee and
Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are
periodically apprised of the internal audit findings and corrective actions.

Pursuant to the requirement of LODR, the Company has formed Risk Management Policy to
ensure appropriate risk management within its systems and culture. The Company operates in
a competitive environment and is generally exposed to various risks at different times such as
technological risks, business risks, operational risks, financial risks, etc. The Board of Directors of the
Company periodically review the Risk Management Policy of the Company so that the Management
can control the risk through properly defined network.

The Company has the Risk Management Committee which oversights on the Company''s risks
and is responsible for reviewing the effectiveness of the risk management plan or process. Risk
management is embedded within the Company''s operating framework and the Company has a
well-defined, internal financial control structure. During the year under review, these controls were
evaluated and no material weaknesses were observed in their design or operations.

The Company endeavours to continually sharpen its risk management systems and processes in
line with a rapidly changing business environment. During the year under review, there were no
risks which in the opinion of the Board threaten the existence of the Company. However, some
of the risks which may pose challenges are set out in the Management Discussion and Analysis
Report which forms part of this Annual Report.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the
provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent
financial or other information to the stakeholders, and any conduct that results in violation of the
Company''s code of business conduct, to the management (on an anonymous basis, if employees
so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any
kind against any employees who, based on the employee''s reasonable belief that such conduct or
practice have occurred or are occurring, reports that information or participates in the investigation.
The Vigil Mechanism/Whistle Blower Policy is being made available on the Company''s website at
www.bigbloc.in.

21. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

As part of its triple bottom-line approach to its business, Company has always considered the
community as its key stakeholder. It believes that the community around its operations should
also grow and prosper in the same manner as does its own business. Accordingly, Corporate Social
Responsibility forms an integral part of the Company''s business philosophy. To oversee all its CSR
initiatives and activities, the Company has constituted a Board-level Committee - CSR Committee.
The major thrust areas of the Company include healthcare, education, women empowerment,
infrastructure support, integrated rural development, etc. which are aligned to the areas specified
under Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities of Financial
Year 2024-25 with requisite details in the specified format as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure ''D'' and forms
part of this report. The CSR Policy of the Company may be accessed on website of the Company.

22. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company
has formulated and implemented a policy on prevention, prohibition and redressal of complaints
related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees
and associates. All women employees whether permanent, temporary or contractual are covered

under the above policy. The said policy has been uploaded on the internal portal of the Company
for information of all employees. An Internal Complaints Committee (ICC) has been set up. During
the year under review, following were the details of the Complaints:

(a) number of complaints of sexual harassment received in the year; Nil

(b) number of complaints disposed off during the year; Nil

(c) number of cases pending for more than ninety days NA

23. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company treats its “Human Resources” as one of its most important assets. The Company''s
culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The
Company is driven by passionate and highly engaged workforce. This is evident from the fact that
the Company continues to remain the industry benchmark for talent retention. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis. A
number of programs that provide focused people attention are currently underway. The Company
thrust is on the promotion of talent internally through job rotation and job enlargement. During
the year under review, there was a cordial relationship with all the employees. The Directors would
like to acknowledge and appreciate the contribution of all employees towards the performance of
the Company.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required
under the Listing Regulations is provided in a separate section and forms an integral part of this
Report.

25. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on
corporate governance practices followed by the Company, together with a certificate from the
Company''s Auditors confirming compliance forms an integral part of this Report.

26. ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of the annual return in the
prescribed format is available at the website of the company, www.bigbloc.in.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on
the Company''s performance on Environment, Social and Governance parameters for Financial Year

2024-25, is annexed as Annexure ''E'' to this Report. BRSR includes reporting on the nine principles
of the National Voluntary Guidelines on social, environmental and economic responsibilities of
business as framed by the MCA.

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

The Company has transferred the amount of '' 12965 to the Investor Education and Protection
Fund Authority (IEPF) of the Central Government of India relating to the Unpaid Dividend of
Financial Year 2016-17 on 2^nd June, 2025, the delay was caused due to procedural reasons.

The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2025 are
uploaded on the website of the Company.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company''s operations in future.

30. STATUTORY INFORMATION AND OTHER DISCLOSURES

a) The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of
the Companies (Accounts) Rules, 2014 is annexed as Annexure ''F'' and forms an integral
part of this Report.

b) The Disclosure required under Section 197(12) of the Act read with the Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure ''G'' and forms an integral part of this Report.

c) During the year under review, your Company has complied with all the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India and approved by the
Central Government pursuant to Section 118 of the Companies Act, 2013.

d) The Company has not accepted any deposits, within the meaning of Section 73 of the Act,
read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

e) No application has been made under the Insolvency and Bankruptcy Code. The requirement
to disclose the details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the Financial Year is not applicable.

f) The requirement to disclose the details of difference between amount of the valuation done
at the time of one time settlement and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof, is not applicable.

g) The Company is in compliance with provisions relating to the Maternity Benefit Act 1961.

31. CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis Report describing
the Company''s 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 Company''s operations include raw material availability and its prices, cyclical
demand and pricing in the Company''s principal markets, changes in Government regulations, Tax
regimes, economic developments within India and the countries in which the Company conducts
business and other ancillary factors.

32. ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, local municipal corporations
and various regulatory authorities for their co-operation and support to facilitate ease in doing
business.

Your Directors also wish to thank its customers, business associates, distributors, channel partners,
suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors wish to place on record deep appreciation, for the contribution made by the
employees at all levels for their hard work, commitment and dedication towards the Company.
Their enthusiasm and untiring efforts have enabled the Company to scale new heights.

For and on behalf of the Board
For Bigbloc Construction Limited

Sd/-

Narayan Saboo

Date: August 22, 2025 Chairman

Place: Surat DIN: 00223324

---

Mar 31, 2024

Your Directors have pleasure in presenting the 9^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2024.

1) FINANCIAL SUMMARY AND STATE OF COMPANY''S AFFAIRS

(? in Lakhs except EPS)

Particulars	Standalone		Consolidated
	Year ended 31st March, 2024	Year ended 31st March, 2023	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operations	10,687.33	11,382.75	24,322.13	20,010.61
Other income	358.30	126.86	414.45	82.97
Profit Before Interest & Depreciation	2,410.77	2,756.90	6,029.67	5,083.49
(-) Finance Cost	453.31	244.97	884.26	415.81
(-) Depreciation	474.71	378.90	1,034.22	608.02
Profit before tax & Exceptional items	1,482.75	2,133.02	4,111.19	4,059.67
( ) Exceptional Items	0	0	0	0
Profit Before Tax	1,482.75	2,133.02	4,111.19	4,059.67
(-) Tax Expense	379.70	528.62	1,042.36	1,046.09
Profit for the year after tax	1,103.05	1,604.41	3,068.83	3,01,357.73
Earnings Per Share (Basic & Diluted) (in ?)	1.56	2.27	4.36	4.28

The Standalone Gross Revenue from operations for FY 2023-24 was ?10,687.33 Lakhs (Previous Year: ?11,382.75 Lakhs). The Operating Profit stood at ?1,482.75 Lakhs as against ?2,133.02 Lakhs in the Previous Year. The Net Profit for the year stood at ?1,103.05 Lakhs against a Profit of ?1,604.41 Lakhs reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2023-24 was ?24,322.13 Lakhs (Previous Year: ?20,010.61 Lakhs). The Consolidated Operating Profit stood at ?4,111.19 Lakhs (Previous Year: ?4,059.67 Lakhs). The Consolidated Profit after tax stood at ?3,068.83 Lakhs (Previous Year: ^30,13,57.73 Lakhs).

There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Company''s business during the year under review.

2) REAL ESTATE AND CONSTRUCTION INDUSTRIES DURING THE YEAR

One of the biggest real estate markets in the world is in India. The industry has had many difficulties in recent years, yet it is still surviving against the odds. Despite unfavorable tendencies including increasing inflation, growing raw material costs, rising repo rates, 2023 has been a successful year for the real estate market.

The availability of effective projects given by developers that meet the expectations of purchasers continues to be the most advantageous element. In addition, purchasers'' desires to own their personal places have not changed over the course of the year, regardless of whether they are purchasing lands, homes or planned developments.

The market remained robust as more and more purchasers indicated a strong desire to possess their own spaces in the most prominent areas of their respective regions. According to experts, a healthy demand was already there in 2023, and they have great confidence that it would persist in the coming year amidst healthy economic progress.

One of the most promising years for Indian real estate in recent history will be 2024. After a considerable period, demand is now exceeding supply, which will turn the market into a seller''s one.

The building material industry sprung back and got closer to the pre-covid levels. The sector registered a growth of about 10% in 2023. As we are moving towards 2024 the industry is showing no signs of slowing down rather it is heading towards significant growth.

3) SHARE CAPITAL

The Paid up equity share capital as on 31^st March, 2024 was ?1,415.76 Lakhs divided into 7,07,87,875 equity shares of ?2 each. During the year under review, the Company has neither issued any shares/convertible warrant nor has granted any stock options and nor sweat equity.

4) DIVIDEND AND RESERVES

Your Directors have pleasure to recommend a dividend @ 20% i.e. ?0.40/- per equity share of ?2/- each for the financial year ended 31^st March, 2024. The dividend, if approved by the members in the ensuing Annual General Meeting, would absorb 283 Lakhs out of the distributable profits available.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Accordingly, final dividend will be paid after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is available on the Company''s website.

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

5) DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Sachit Jayesh Gandhi (DIN: 03408683) has been reappointed as Non-Executive Independent Director up to the conclusion of 13^th Annual General Meeting of the Company.

6) DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors of the Company have given declarations stating they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Directors have also affirmed that they have complied with the Company''s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

7) MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR

The Wholly owned subsidiary Company - Starbigbloc Building Material Private Limited has been converted to Starbigbloc Building Material Limited; the Board of Directors of the said Subsidiary Company has approved for issue of shares to Public or through preferential allotment.

8) FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 (“Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Venture is given in Form AOC - 1 and forms an integral part of this Report.

9) RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The transactions with related parties as per requirements of Indian Accounting Standard (Ind AS-24) - ''Related Party Disclosures'' are disclosed in Note No. 47 of Notes to Accounts (Standalone Financial Statements) and Note No. 40 of Notes to Accounts (Consolidated Financial Statements). All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.

10) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

11) SUBSIDIARIES AND JOINT VENTURE COMPANY

Financial statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The financial statements of subsidiary companies are also available on the website of the Company. During the year under review, none of the companies ceased to be subsidiary, joint venture or associate Company of the Company.

The Consolidated Financial Statements of Bigbloc Construction Limited and its subsidiaries is prepared in accordance with Ind AS - 110 on Consolidated Financial statements and Equity method of accounting given in Ind AS - 28 on “Accounting of Investments in Associates in Consolidated Financial statements”. The details of such subsidiary are as follows:

Sr.	Name of Company	Nature of
No.		relation
1.	Starbigbloc Building Material Limited (Formerly known as ''Starbigbloc Building Material Private Limited'' and ''Hilltop Concrete Private Limited'')	Subsidiary
2.	Bigbloc Building Elements Private Limited	Subsidiary
3.	Siam Cement Big Bloc Construction Technologies Private Limited	Subsidiary

*Please note that Siam Cement Big Bloc Construction Technologies Private Limited has started Commercial Production in the Month of March 2024.

12) DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; the annual

accounts have been prepared in compliance with the provisions of the Companies Act, 2013;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13) ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual Directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on 30^th March, 2024, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

14) POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The Board of Directors have framed a Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Company''s business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender at the time of appointment.

The Nomination, Remuneration and Board Diversity policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on Company''s website www.nxtbloc.in.

15) MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation.

In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Eight times during the year under review and has accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board held during the Financial Year 2023-24 and the attendance of Directors forms part of the Report on Corporate Governance.

16) COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on 31^st March, 2024:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders'' Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee.

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2023-24.

17) MEETINGS OF MEMBERS

During the year under review, 8^th Annual General Meeting of the Company was held on 25^th September, 2023 virtually. No Extra Ordinary General Meeting was held during the financial year.

18) AUDITORS & REPORTS OF THE AUDITORS

a) Statutory Auditor

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) re-enactment(s)/amendment(s) thereof, for the time being in force), M/s. RKM & Co., Chartered Accountants (Firm Registration No. 108553W) re-appointed as the Statutory Auditors of the Company to hold office for their second term from the conclusion the 5^th Annual General Meeting till the conclusion of 10^th Annual General Meeting to be held in the year 2025, subject to the ratification by members at every Annual General Meeting to be held after 5^th Annual General Meeting on such remuneration and terms and conditions as may be mutually agreed upon by the Board of Directors and the Statutory Auditors subject to their eligibility under Section 141 of the Companies Act, 2013.

The Statutory Auditors'' Report forms part of the Annual Report. The Statutory Auditor''s report does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed thereunder.

b) Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Dhirren R. Dave & Co., Practicing Company Secretaries, Surat, Gujarat to conduct the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed as Annexure ‘A’ to the Director''s Report.

As per regulation 24A of SEBI (LODR) regulation, 2015 as amended from time to time, your Company''s unlisted material subsidiary viz. Starbigbloc Building Material Limited and Bigbloc Building Elements Private Limited have undertaken Secretarial Audit for the financial year 2023-24. Copy of Secretarial Audit Report of Starbigbloc Building Material Limited and Bigbloc Building Elements Private Limited are enclosed as Annexure ‘B’ and Annexure ‘C’ respectively. The Secretarial Audit Report of your Company and its unlisted material subsidiary Starbigbloc Building Material Limited and Bigbloc Building Elements Private Limited do not contain any qualification, reservation or adverse remark.

c) Cost Auditor

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

19) INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK MANAGEMENT

Internal Financial Control and Risk Management are integral to the Company''s strategy and for the achievement of the long-term goals. Company''s success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is strong and commensurate with its size, scale and complexities of operations.

Ms. Anjana Parwal, Chartered Accountants was the internal auditors of the Company for the FY 2023-24.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Company has the Risk Management Committee which oversights on the Company''s risks and is responsible for reviewing the effectiveness of the risk management plan or process. Risk management is embedded within the Company''s operating framework and the Company has a well-defined, internal financial control structure. During the year under review, these controls were evaluated and no material weaknesses were observed in their design or operations.

The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges

are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

20) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company''s code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company''s website at www.nxtbloc.in.

21) CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

As part of its triple bottom-line approach to its business, Company has always considered the community as its key stakeholder. It believes that the community around its operations should also grow and prosper in the same manner as does its own business. Accordingly, Corporate Social Responsibility forms an integral part of the Company''s business philosophy. To oversee all its CSR initiatives and activities, the Company has constituted a Board-level Committee - CSR Committee. The major thrust areas of the Company include healthcare, education, women empowerment, infrastructure support, integrated rural development, etc. which are aligned to the areas specified under Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities of Financial Year 2023-24 with requisite details in the specified format as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure ‘D’ and forms part of this report. The CSR Policy of the Company may be accessed on website of the Company.

22) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

23) HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company treats its “Human Resources” as one of its most important assets. The Company''s culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement. During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

24) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate Section and forms an integral part of this Report.

25) CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate Section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

26) ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in the prescribed format is available at the website of the Company, www.nxtbloc.in.

27) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for Financial Year 2023-24, is annexed as Annexure ‘E’ to this Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.

28) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

During the year under review, your Company has transferred unpaid/unclaimed dividend amounting to ?28,810 for FY 2015-16 and related 81875 shares to the Investor Education and Protection Fund Authority (IEPF) of the Central Government of India.

The details of unpaid and unclaimed dividends lying with the Company as on 31^st March, 2024 are uploaded on the website of the Company.

29) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

30) STATUTORY INFORMATION AND OTHER DISCLOSURES

a) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure ‘F’ and forms an integral part of this Report.

b) The Disclosure required under Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘G’ and forms an integral part of this Report.

c) During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

d) The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

e) No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

f) The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

31) CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s 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 Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

32) ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, local municipal corporations and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your Directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.

For and on behalf of the Board For Bigbloc Construction Limited

Sd/-

Narayan Saboo

Place: Surat Chairman

Date: 22^nd July, 2024 DIN: 00223324

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Mar 31, 2023

Your Directors have pleasure in presenting the 8^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2023.

1) FINANCIAL SUMMARY AND STATE OF COMPANY’S AFFAIRS

(Rs. in Lakhs except EPS)
PARTICULARS	STANDALONE		CONSOLIDATED
	Year Ended	Year Ended	Year Ended	Year Ended
	31/03/2023	31/03/2022	31/03/2023	31/03/2022
Revenue from operations	11382.75	10351.16	20010.61	17522.32
Other income	126.86	110.69	82.97	55.90
Profit Before Interest & Depreciation	2756.90	1626.02	5083.49	2769.84
(-) Finance Cost	244.97	259.02	415.81	373.40
(-) Depreciation	378.90	395.94	608.02	587.50
Profit before tax & Exceptional items	2133.02	971.05	4059.67	1808.94
( ) Exceptional Items	0	0	0	0
Profit Before Tax	2133.02	971.05	4059.67	1808.94
(-) Tax Expense	528.62	200.51	1046.09	200.51
Profit for the year after tax	1604.41	770.54	301357.73	1608.43
Earnings Per Share (Basic & Diluted) (In W)	2.27	1.09	4.28	2.27

The Standalone Gross Revenue from operations for FY 2022-23 was W 11382.75 Lakhs (Previous Year: W 10351.16 Lakhs). The Operating Profit stood at W 2133.02 Lakhs as against W 971.05 Lakhs in the Previous Year. The Net Profit for the year stood at W 1604.41 Lakhs against a Profit of W 770.54 Lakhs reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2022-23 was W 20010.61 Lakhs (Previous Year: W 17522.32 Lakhs). The Consolidated Operating Profit stood at W 4059.67 Lakhs (Previous Year: W 1808.94 Lakhs). The Consolidated Profit after tax stood at W 301357.73 Lakhs (Previous Year: W 1608.43 Lakhs).

There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Company’s business during the year under review.

2) REAL ESTATE AND CONSTRUCTION INDUSTRIES DURING THE YEAR

One of the biggest real estate markets in the world is in India. The industry has had many difficulties in recent years, yet it is still surviving against the odds. Despite unfavorable tendencies including increasing inflation, growing raw material costs, rising repo rates, 2022 has been a successful year for the real estate market.

The availability of effective projects given by developers that meet the expectations of purchasers continues to be the most advantageous element. In addition, purchasers’ desires to own their personal places have not changed over the course of the year, regardless of whether they are purchasing lands, homes or planned developments.

The market remained robust as more and more purchasers indicated a strong desire to possess their own spaces in the most prominent areas of their respective regions. According to experts, a healthy demand was already there in 2022, and they have great confidence that it would persist in the coming year amidst healthy economic progress.

One of the most promising years for Indian real estate in recent history will be 2023. After a considerable period, demand is now exceeding supply, which will turn the market into a seller’s one.

The building material industry sprung back and got closer to the pre-covid levels. The sector registered a growth of 10% in 2022. As we are moving towards 2023 the industry is showing no signs of slowing down rather it is heading towards significant growth.

3) SHARE CAPITAL

The Paid up equity share capital as on 31^st March, 2023 was W 1415.76 Lakhs divided into 7,07,87,875 equity shares of W 2 each. During the year under review, the Company has neither issued any shares/ convertible warrant nor has granted any stock options and nor sweat equity.

4) DIVIDEND AND RESERVES

Your Directors have pleasure to recommend a dividend @ 20% i.e. W 0.40/- per equity share of W 2/- each for the financial year ended 31^st March, 2023. The dividend, if approved by the members in the ensuing Annual General Meeting, would absorb W 283 Lakhs out of the distributable profits available.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Accordingly, final dividend will be paid after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is available on the Company’s website.

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

5) CHANGE IN REGISTERED OFFICE OF THE COMPANY

Your Company has changed its registered office from 601 -B, ‘A’ Wing, International Trade Centre, Majura Gate, Ring Road, Surat-395 002 Gujarat, India to Office No. 908, 9^th Floor, Rajhans Montessa, Dumas Road, Magdalla, Surat-395007, Gujarat, India

6) DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mohit Saboo (DIN No. 02357431), Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The details of the aforesaid director, his expertise in various functional areas as required to be disclosed under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the ensuing Annual General Meeting.

The following changes took place in the composition of the Board of Directors during the financial year 2022-23:

1) Mrs. Nishtha Harivanshi Pamnani (Membership No.: A58276), has resigned from the position of Company Secretary and Compliance Officer w.e.f 4^th February, 2023.

2) Mr. Mohit Narayan Saboo, Director & Chief Financial Officer of the Company was appointed as the Compliance Officer of the Company w.e.f 4^th February, 2023 till the appointment of Company Secretary as compliance Officer and ceased to hold the post of Compliance Officer due to appointment of Mr. Alpesh Somjibhai Makwana as Company Secretary & Compliance Officer w.e.f. 17^th March, 2023.

3) Mr. Alpesh Somjibhai Makwana (Membership No.: A46284) has been appointed as the Company Secretary of the Company w.e.f 17^th March, 2023.

7) DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors of the Company have given declarations stating they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors

have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Directors have also affirmed that they have complied with the Company’s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s businesses, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

8) MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR

The Wholly owned subsidiary company - Bigbloc Building Elements Private Limited having its plant for Greenfield Project of AAC Blocks located at Village: Kanchad - 421303, Taluka: Wada, District: Palghar, Maharastra has started Commercial Production with effect from 12^th April, 2023.

The Company has come under the cap of top 1000 companies based on Market Capitalisation; the Company has formulated Risk Management Committee pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted Dividend Distribution Policy as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and obtained Directors and Officers Insurance pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9) FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with the

applicable Indian Accounting Standards as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 (“Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Venture is given in Form AOC-1 and forms an integral part of this Report.

10) RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The transactions with related parties as per requirements of Indian Accounting Standard (Ind AS-24) - ‘Related Party Disclosures’ are disclosed in Note No. 47 of Notes to Accounts (Standalone Financial Statements) and Note No. 40 of Notes to Accounts (Consolidated Financial Statements). All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.

11) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THECOMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

12) SUBSIDIARIES AND JOINT VENTURE COMPANY

Financial statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The financial statements of subsidiary companies are also available on the website of the Company. During the year under review, none of the companies ceased to be subsidiary, joint venture or associate company of the Company.

The Consolidated Financial Statements of Bigbloc Construction Limited and its subsidiaries is prepared in accordance with Ind AS- 110 on Consolidated Financial statements and Equity method

of accounting given in Ind AS - 28 on “Accounting of Investments in Associates in Consolidated Financial statements”. The details of such subsidiary are as follows:

Sr. No.	Name of company	Nature of relation
1.	Starbigbloc Building Material Private Limited	Subsidiary
	(Formerly known as ‘Hilltop Concrete Private Limited’)
2.	Bigbloc Building Elements Private Limited	Subsidiary
3.	Siam Cement Big Bloc Construction Technologies Private Limited	Subsidiary

*Please note that Bigbloc Building Elements Private Limited has started Commercial Production in the Month of April, 2023 and Siam Cement Big Bloc Construction Technologies Private Limited is yet to commence its Operations in the Year 2023-24 (Tentatively).

13) DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14) ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on March 9, 2023, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

15) POLICY ON DIRECTOR’S APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:

The Board of Directors have framed a Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

During the year under review, the Board of Directors at its meeting held on November 3, 2022 amended the said policy to align it with the provisions of Listing Regulations.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Company’s business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender at the time of appointment.

The Nomination, Remuneration and Board Diversity policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.

The Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on Company’s website www.nxtbloc.in.

16) MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation.

In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Eight times during the year under review and has accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board held during the Financial Year 2022-23 and the attendance of Directors forms part of the Report on Corporate Governance.

17) COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2023:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders’ Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2022-23.

18) MEETINGS OF MEMBERS

During the year under review, 7^th Annual General Meeting of the Company was held on 30^th September, 2022. No Extra Ordinary General Meeting was held during the financial year.

19) AUDITORS & REPORTS OF THE AUDITORSa) Statutory Auditor

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) re-enactment(s)/amendment(s) thereof, for the time being in force), M/s. RKM & Co., Chartered Accountants (Firm Registration No. 108553W) re-appointed as the Statutory Auditors of the Company to hold office for their second term from the conclusion the 5^th Annual General Meeting till the conclusion of 10^th Annual General Meeting to be held in the year 2025, subject to the ratification by members at every Annual General Meeting to be held after 5^th Annual General Meeting on such remuneration and terms and conditions as may be mutually agreed upon by the Board of Directors and the Statutory Auditors subject to their eligibility under Section 141 of the Companies Act, 2013.

The Statutory Auditors’ Report forms part of the Annual Report. The Statutory Auditor’s report does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

b) Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Dhirren R. Dave & Co., Practicing Company Secretaries, Surat, Gujarat to conduct the secretarial audit of the Company for the financial year 2022-2023. The Secretarial Audit Report for the financial year 2022-2023 is annexed as Annexure-A to the Director’s Report.

As per regulation 24A of SEBI (LODR) regulation, 2015 as amended from time to time, your Company’s unlisted material subsidiary viz. Starbigbloc Building Material Private Limited has undertaken Secretarial Audit f for the financial year 2022-2023. Copy of Secretarial Audit Report of Starbigbloc Building Material Private Limited is enclosed as Annexure - B. The Secretarial Audit Report of your Company and its unlisted material subsidiary Starbigbloc Building Material Private Limited does not contain any qualification, reservation or adverse remark.

c) Cost Auditor

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

20) INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK MANAGEMENT

Internal Financial Control and Risk Management are integral to the Company’s strategy and for the achievement of the long-term goals. Company’s success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is strong and commensurate with its size, scale and complexities of operations.

Ms. Anjana Parwal, Chartered Accountants was the internal auditors of the Company for the FY 2022-23.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Company has framed the Risk Management Committee on 24^th May, 2023 which shall oversight on the Company’s risks and is responsible for reviewing the effectiveness of the risk management plan or process. Risk management is embedded within the Company’s operating framework and the Company has a well-defined, internal financial control structure. During the year under review, these controls were evaluated and no material weaknesses were observed in their design or operations.

The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks

which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

21) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company’s code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company’s website at www.nxtbloc.in.

22) CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

As part of its triple bottom-line approach to its business, Company has always considered the community as its key stakeholder. It believes that the community around its operations should also grow and prosper in the same manner as does its own business. Accordingly, Corporate Social Responsibility forms an integral part of the Company’s business philosophy. To oversee all its CSR initiatives and activities, the Company has constituted a Board-level Committee - CSR Committee. The major thrust areas of the Company include healthcare, education, women empowerment, infrastructure support, integrated rural development, etc. which are aligned to the areas specified under Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities of Financial Year 2022-23 with requisite details in the specified format as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure-C and forms part of this report. The CSR Policy of the Company may be accessed on website of the Company.

23) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONS REDRESSAL) ACT, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered

under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

24) HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company treats its “Human Resources” as one of its most important assets. The Company’s culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement. During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

25) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

26) CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

27) ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in the prescribed format is available at the website of the company, www.nxtbloc.in.

28) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company’s performance on Environment, Social and Governance parameters for Financial Year 2022-23, is annexed as Annexure-D to this Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.

29) INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

Since the Company was incorporated on June, 2015, there were no amount of Unclaimed dividend and interest thereon, which remained unpaid/unclaimed for a period of 7 years, required to be

transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central government pursuant to provision of Section 125 of the Companies Act, 2013 during the Financial Year 2022-2023.

The details of unpaid and unclaimed dividends lying with the Company as on 31^st March, 2023 are uploaded on the website of the Company.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

31) STATUTORY INFORMATION AND OTHER DISCLOSURES

a) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-E and forms an integral part of this Report.

b) The Disclosure required under Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-F and forms an integral part of this Report.

c) During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

d) The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

e) No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

f) The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

32) CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s 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 Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

33) ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, local municipal corporations and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your Directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.

For and on behalf of the Board FOR BIGBLOC CONSTRUCTION LIMITED

Date: 29^th August, 2023 Sd/-

Place: Surat

NARAYAN SABOO DIN:00223324 (Chairman)

---

Mar 31, 2018

To

The Members

BIGBLOC CONSTRUCTION LIMITED

The Directors have pleasure in presenting the 03rd Annual Report together with the Audited Financial Statements for the year ended 31st March, 2018.

1. FINANCIAL RESULT AND PERFORMANCE:

(Amt. in lakhs)

PARTICULARS	Year Ended 31/03/2018	Year Ended 31/03/2017
Sales	7145.43	6282.67
Other income	24.83	4.87
Profit Before Interest & Depreciation	1212.21	1041.51
(-) Finance Cost	317.33	321.91
(-) Depreciation	296.58	244.41
Profit before tax & Exceptional items	598.30	475.19
( ) Exceptional Items	0	0
Profit Before Tax	598.30	475.19
(-) Tax Expense	198.56	182.59
Profit for the year after tax	399.74	292.61

The basic and diluted earnings per share (EPS) computed in accordance with the Indian Accounting Standard- was Rs. 2.82 per share respectively as against Rs. 2.07 per share (basic & diluted) for the previous year.

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of 2.5% i.e. Rs. 0.25/- per equity share on face value of Rs. 10 each aggregating to 35.39 lakhs.

3. TRANSFER TO RESERVES:

The Board considering the Company’s performance and financial position for the year under review, has not transfer any amount to Reserves.

4. SHARE CAPITAL:

The Paid up equity share capital as on March 31, 2018 was Rs. 1415.76 lakhs divided into 14,157,575 equity shares of Rs. 10 each. During the year under review, the Company has neither issued any shares/convertible warrant nor has granted any stock options and nor sweat equity.

5. BUSINESS DEVELOPMENT & EXPANSION:

Your Company has Autoclaved Aerated Concrete (AAC) blocks manufacturing unit of capacity 300,000 m3/annum in Umargaon, Gujarat and is in process of acquiring new Company at Kapadwanj, Kheda District, Gujarat to enhance the production capacity of AAC Block and fulfill the demands of customers at large. Existing Capacity is 3,00,000 Cubic Meters per annum and after acquiring new ompany, production capacity will be raise to 5,00,000 Cubic Meters per annum and thus Your Company becomes the biggest manufacturer of AAC Blocks in western region.

Plant strategically located at Umargaon, Dist. Valsad to cater Mumbai, Pune, Nashik, Vapi and Silvassa and introducing “NXTBLOC” in Ahmedabad to cater Ahmedabad, Vadodara, North Gujarat, Rajasthan and Madhya Pradesh. Your Company’s AAC Blocks are marketing in Brand Name of “NXTBLOC”, “NXT FIX” AND “NXT PLAST”.

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no Subsidiary, Associate, or Joint Venture company as on March 31, 2018. Thus, Form AOC-1 is not applicable to your Company as on 31st March, 2018.

7. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from Mr. Dhiren Dave, Company Secretary in practice, confirming compliance and Management Discussion and Analysis Report forms an integral part of this Annual Report.

8. FIXED DEPOSITS:

During the year under review, the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

9. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Narayan Sitaram Saboo, Director (DIN: 00223324) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of directors has appointed Mr. Sachit Gandhi (DIN: 03408683) as an Additional Director on the Board of the Company in the category of Non-Executive Independent Director, who shall hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received a notice in writing from a Shareholder (Member) under Section 160 of the Act proposing the candidature of Mr. Sachit Gandhi, (DIN - 03408683), for the office of Nonexecutive Independent Director at the Forth-coming Annual General Meeting. In terms of Section 149 of the Act, it is proposed to appoint Mr. Sachit Gandhi (DIN: 03408683) as an Independent Director for a term of five years, not liable to retire by rotation.

Mr. Premil Shah was appointed as Independent Director of the Company for period of Five Years w.e.f. 18.09.2017 and Mr. Rashesh Shah has resigned from the Directorship w.e.f. 07.12.2017.

During the financial year, other than as stated above no changes have been occurred in the Directors of the Company. The details of the aforesaid directors, his expertise in various functional areas as required to be disclosed under Regulation 36(3) of the Listing Regulations, form part of the Notice of the ensuing Annual General Meeting.

10. DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder.

11. BOARD EVALUATION:

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, Annual Performance evaluation of the Directors as well as that of the Audit Committee, Nomination and Remuneration Committee and Stakeholders relationship Committee has been carried out.

The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

12. NUMBER OF MEETINGS HELD:

The Board met Ten times during the financial year ended 31st March, 2018, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Regulations.

13. POLICY ON DIRECTOR’S APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is attached below in Annexure-5, and is also available on Company’s website www.bigblocconstruction.com/ www.nxtbloc.in.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil Mechanism / Whistle Blower Policy. This policy can be accessed on the Company’s website at www. bigblocconstruction.com/www.nxtbloc.in.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of such program are available on the Company’s website at www.bigblocconstruction.com/www. nxtbloc.in.

16. COMPOSITION OF KEY MANAGERIAL PERSONNEL:

The Company has the following KMP;

Name of KMP	Designation	Date of Appointment in current Designation	Date of Resignation
Mr. Naresh Saboo	Managing Director	11/04/2016	N.A
Mr. Mohit Saboo	Director & CFO	11/04/2016	N.A
Mr. Sumit Das	Company Secretary	30/09/2017	N.A

17. COMPOSITION OF AUDIT AND NOMINATION & REMUNERATION COMMITTEE:

The Audit Committee comprises of Mr. Dishant Jariwala (Chairman), Mr. Premil Shah (Member) and Mr. Naresh Saboo (Member). The Nomination and Remuneration Committee comprises of Mr. Premil Shah (Chairman), Mr. Dishant Jariwala (Member) and Ms. Payal Loya (Member). Brief details on the committee are given in the Corporate Governance Report. All the recommendations of the audit committee are accepted by the Board.

18. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Director’s Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 as at 31st March, 2018 and of the profit of the Company for year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) 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;

f) 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.

19. STATUTORY AUDITORS:

At the 01st AGM of your Company, the Members approved the appointment of M/s. R.K.M & Co., Chartered Accountant, Surat (Firm Registration Number. 108553W), to hold the office from the conclusion of the 01st Annual General Meeting until the conclusion of 05th AGM of your Company, subject to ratification at every Annual General Meeting. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 139 and 141 of the Companies Act, 2013. Resolution seeking your approval on these item is included in the Notice convening the AGM.

AUDITORS’ REPORT:

Members’ attention is invited to the observation made by the Auditors under “Qualified Opinion” appearing in Auditors Reports. The company has not provided for Post Employment Benefits and other long term employee benefits under Defined Benefit Plans on accrual basis but provides the same as and when they become due for payment. This method of accounting of Post Employment Benefits and other long term employee benefits under Defined Benefit Plans is in deviation with Ind AS - 19 on Employee Benefits. As there is no actuarial report or basis of calculation available with the management of such Post Employment Benefits and other long term employee benefits, the quantum of deviation cannot be ascertained. If the company had followed the method accounting as per Ind AS - 19, then employee benefit expense would have increased and correspondingly Profit for the period would have reduced.

“The Board is of the opinion that the Provision for the Long term Employees are determined on the basis of actuarial Valuation Method & technique prescribed in the Accounting Standard. The Consulting fees by actuaries for determining the Provision for long term benefit Plan is even higher than the Annual Liability of the company for Long term benefits. The company has decided to pay the Long term benefits as and when it becomes due as the amount is negligible and it is not going to make any impact on the financial Position of the company. Considering the size of the company and negligible liability, the company has not made provisions for Long term employee benefits & Defined benefits plan”.

20. SECRETARIAL AUDIT:

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Dhiren R Dave, Surat, Practising Company Secretaries to conduct the secretarial audit of the Company for the financial year 2017-18. The Secretarial Audit Report for FY 2017-18 is annexed as Annexure-4 to the Director’s Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that, the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions were placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained for the transactions, which are of repetitive nature. The policy on Related Party Transactions as approved by the Audit Committee and Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

23. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The company has laid down procedures to inform board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of properly defined framework. The company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

25. LISTING OF SHARES AND LISTING FEES:

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the both stock exchanges for the financial year 2018-19.

26. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

27. INSURANCE:

The Company’s building, plant and machineries, Stocks and other properties wherever necessary and to the extent required have been adequately insured.

28. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure- 1 to the Director’s Report.

29. REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- 2 to the Director’s Report. Since there is no employee receiving remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, there is no information requires to be given under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

31. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:

Since the Company was incorporated on June, 2015, there were no amount of Unclaimed dividend and interest thereon, which remained unpaid/unclaimed for a period of 7 years, required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central government pursuant to provision of Section 125 of the Companies Act, 2013.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, technology, absorption and foreign exchange earnings and outgo is appended as Annexure- 3 to the Director’s Report.

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013:

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are not any significant and material orders passed by the Regulators or Courts to the Company.

35. ACKNOWLEDGMENT:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board

FOR BIGBLOC CONSTRUCTION LIMITED

NARAYAN SABOO

Place : Surat (Chairman)

Date : 13.08.2018 DIN: 00223324

---

Mar 31, 2016

DIRECTORS'' REPORT

To

The Members

BIGBLOC CONSTRUCTION LIMITED

The Directors have pleasure in presenting the 01st Annual Report together with the Audited Financial Statements for the year ended 31st March, 2016.

1. FINANCIAL RESULT AND PERFORMANCE : (Rs. In Lakhs)

PARTICULARS	Year Ended 31/03/2016
Sales	6035.48
Other income	9.58
Profit Before Interest & Depreciation	649.67
(-)Finance Cost	351.44
(-) Depreciation	228.06
Profit before tax & Exceptional items	70.17
( )Exceptional Items	-
Profit Before Tax	70.17
(-) Tax Expense	23.52
Profit for the year after tax	46.65

The basic and diluted earnings per share (EPS) computed in accordance with the Accounting Standard- was Rs. 0.33 per share.

NOTE :

As per the terms of the Scheme, the AAC Block Division of Mohit Industries Limited (MIL) comprising of AAC Blocks manufacturing facility located at Umargaon, District: Valsad, Gujarat have been demerged and vested with the Company.With effect from appointed date i.e. 01st April, 2015, all the assets and liabilities of AAC Block Division of the Mohit Industries Ltd. becomes assets & liabilities of Bigbloc Construction Limited ("BCL). The Company was incorporated on 17th June, 2015 and Since this is the first financial year of the Company after its incorporation the comparative figures of the previous year are not applicable.

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 2% i.e. Rs. 0.20/- per equity share on face value of Rs. 10 each aggregating to 28.32 Lakhs.

3. TRANSFER TO RESERVES

The Board considering the Company''s performance and financial position for the year under review, has not transfer any amount to Reserves.

4. SHARE CAPITAL

The Paid up equity share capital as on March 31, 2016 was Rs. 7.00 Lakhs. During the year under review, the Company has neither issued any shares/convertible warrant nor has granted any stock options and nor sweat equity. However, the Company has allotted 1,415,757 equity shares of Rs. 10 each, being fully paid up, to the shareholder of Mohit Industries Ltd. in accordance with the Scheme of Demerger on 30th April, 2016 i.e. after the close of the financial year 2015-16. Thus, Share Capital of the Company of Rs. 7,00,000/- has not stood cancelled as on 31st March, 2016. Hence, as on 31st March, 2016 the reported share capital of the company is Rs. 7,00,000/- (as the same stood cancelled on 30th April, 2016). While, the share capital and securities premium to be allotted to shareholders of MIL as per the Scheme has been reflected in the Balance Sheet as on 31.03.2016 as "Share Capital & Premium Pending Allotment". After allotment of Shares to shareholders of MIL the effect in Shareholders'' Fund shall be as follows: -

Particulars	Amount in Rs.
Share Capital (Issued on 30.04.2016) Securities Premium Less : Share Capital Cancelled on 30.04.2016	141,575,750 58,767,000
	200,342,750 700,000
	199,642,750

This net amount of Rs. 19,96,42,750/- is reflected in "Share Capital & Premium Pending Allotment" as on 31st March, 2016.

5. DEMERGEROF AAC BLOCK DIVISION OF MOHIT INDUSTRIES LTD INTO BIGBLOC CONSTRUCTION LTD

The Hon''ble high court of Gujarat has, vide its order dated 22nd February, 2016 sanctioned the Scheme of Arrangement and Demerger between Mohit Industries Limited ("Demerged company'') and Bigbloc Construction Limited ("Resulting company'') and their respective Shareholders and Creditors under Section 391 to 394 of the Companies Act 1956. With effect from appointed date i.e. 01st April, 2015, all the assets and liabilities of AAC Block Division of the Mohit Industries Ltd. (MIL) becomes assets & liabilities of Bigbloc Construction Limited ("BCL"). In Consideration of vesting of AAC Block division of the MIL to the Company as per terms of the Scheme, each shareholder of MIL in respect of each share held in the Mohit Industries Limited (MIL), has been allotted, one share each of the Company of face value of Rs. 10/- each as fully paid up on 30th April, 2016.

6. BUSINESS DEVELOPMENT & EXPANSION

Your Company has Autoclaved Aerated Concrete (AAC) blocks manufacturing unit of capacity 300,000 m3/annum in Umargaon, Gujarat. Your Company''s AAC Blocks are marketing in Brand Name of "NXTBLOC". The market Characteristic shows the demand for AAC Blocks as green product increase due to its various advantages like natural lightweight, earthquake and fire resistance attracts more customers in future. Aerated Autoclaved Concrete (AAC) blocks are a high quality building material that offers a unique combination of strength, low weight, thermal insulation, sound absorption, unsurpassed fire resistance and unprecedented build ability. AAC is a natural and non-toxic construction material, saves energy, and is friendly to your environment.

Your Company is marketing its products in the region of Mumbai, Navi Mumbai, Thane, Pune, Nashik, Valsad and Vapi regions. Your Company has got reputed clients like Lodha, HDIL (Housing Development and Infrastructure Limited), Regency Nirman, Mahindra, Larsen & Toubro, Shapoorji Pallonji and many other big construction companies of Maharashtra. The Union Budget 2016-17 has allocated Rs. 2.21 lakh crore for infrastructure sector. The one good news is the pace with which projects are being sanctioned for the construction of highways. Thus, in the Budget, roads have been earmarked '' 97,000 crore with a plan to award 10,000 kilometres of new road projects in 2016-17, including '' 19,000 crore for rural roads. Targeted focus on affordable housing with tax exemptions for developers and individuals will auger well for the sector. Also the general budget 2016-17 earmarked an amount of Rs. 3,205 crores for the development of 100 smart cities across the country by 2020, while nearly Rs. 4,091 crores for Atal Mission for Rejuvenation and Urban Transformation (AMRUT). Considering the favourable Union Budget 2016-17, we can anticipate that AAC Blocks demand will see a sharp rise eventually benefitting the Company.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiary or Associate or Joint-Venture company as on March 31, 2016. Thus Form AOC-1 is not applicable to your Company as on 31st March, 2016.

8. CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION & ANALYSIS REPORT

Corporate Governance Report and Management Discussion and Analysis Report forms part of this Annual Report.

9. FIXED DEPOSITS

During the year under review the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

10. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Narayan Saboo, Director (DIN: 00223324) will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The designation of Mr. Naresh Saboo was changed from Director to Managing Director w.e.f 11/04/2016. Mr. Rashesh Shah, Mr. Dishant Jariwala and Ms. Payal Loya was elected as Independent Director of the Company and Mr. Mohit Saboo was appointed as Director and CFO of the Company w.e.f 11th April, 2016. Mr. Manish Saboo has resigned from Director of the Company w.e.f 11/04/2016.

11. DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder.

12. BOARD EVALUATION

Since the Company was unlisted as on 31st March, 2016, Board evaluation for the financial year ending 31st March, 2016 was not applicable to your Company. However pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has approved the criteria for performance evaluation of all Directors, the Committees of the Directors and Board as a whole, on the recommendation of the Nomination and Remuneration Committee of the Company.

13. NUMBER OF MEETINGS HELD

The Board met Seven times during the financial year ended 31st March, 2016, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Regulations.

14. DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has approved the (i) Policies for nomination and selection of

Independent Directors and Non-Executive Non-Independent Directors and (ii) Remuneration Policy on the Recommendation of the Nomination and Remuneration Committee of the Company. The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on Company''s website www.bigblocconstruction.com.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy. This policy can be accessed on the Company''s website at www.bigblocconstruction.com.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has also devised a Policy on familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with the Company, nature of the industry in which the Company operates, business operations of the Company, etc. The details of such program are available on the Company''s website at www.bigblocconstruction.com

17. COMPOSITION OF KEY MANAGERIAL PERSONNEL

The Board of Directors appointed Mr. Mohit Saboo as the Chief Financial Officer and Mr. Sumit Nirmal Das as the Company Secretary and compliance officer of the Company at its meeting held on 11th April, 2016. The designation of Mr. Naresh Saboo has been changed from Director to Managing Director of the Company at the Extraordinary General Meeting held on 11th April, 2016.

18. AUDIT COMMITTEE

The Audit Committee comprises of the following three Directors out of which two are Independent Directors:

Sr. No.	Name	Status
1.	Mr. Dishant Jariwala	Chairman
2.	Mr. Rashesh Shah	Member
3.	Mr. Naresh Saboo	Member

The above Committee was constituted on 11th April, 2016, hence no meetings were held during the financial year 2015-16.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 as at 31st March, 2016 and of the profit of the Company for year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) 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;

f) 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.

20. STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. R.K.M & Co., Chartered Accountant, Surat (Firm Registration Number. 108553W) was appointed by the Board of Directors at the First board meeting of the Company up to the conclusion of the ensuing Annual General Meeting and, being eligible; offer them for appointment as Statutory Auditor for four years beginning from financial year 2016-17 up to financial 2019-20 subject to ratification at every Annual General Meeting. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 139 and 141 of the Companies Act, 2013. The Directors recommend the appointment of M/s. R.K.M & Co. as Statutory Auditors of the Company.

AUDITORS'' REPORT :

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse mark.

21. SECRETARIAL AUDIT

The Secretarial Audit Report was not applicable for the financial year 2015-16, since our Company was unlisted as on 31st March, 2016.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company.

24. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The company has laid down procedures to inform board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of properly defined framework. The company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

26. STOCK EXCHANGES WHERE THE SHARES ARE PROPOSED TO BE LISTED

The Company is in the process of getting its shares listed on BSE and NSE.

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

28. INSURANCE

The Company''s building, plant and machineries, Stocks and other properties wherever necessary and to the extent required have been adequately insured.

29. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure- 1 to the Director''s Report.

30. REMUNERATION AND PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required, since the Company is an unlisted company as on date of signing of this board''s report. Also there is no employee receiving remuneration of Rs. 60 lakhs or more in a year, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, there is no information requires to be given under Rule 5(2) of the Companies (appointment and Remuneration of Managerial Personnel) Rues, 2014.

31. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014 the particulars relating to conservation of energy, technology, absorption and foreign exchange earnings and outgo is appended as Annexure- 2 to the Director''s Report.

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are not any significant and material orders passed by the Regulators or Courts to the Company.

35. ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors

For Bigbloc Construction Limited

NARAYAN SABOO

Place : Surat (Chairman)

Date : 24.05.2016 (DIN : 00223324)