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Supreme Infrastructure India Ltd Directors Report

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Supreme Infrastructure India Ltd Share Price directors Report

To

The Members of

SUPREME INFRASTRUCTURE INDIA LIMITED

Your Directors have pleasure in presenting their 42 nd Annual Report and the Audited Statement of Accounts for the year ended March 31, 2025.

PERFORMANCE OF THE COMPANY

In Lakhs (except EPS)

Particulars Standalone Consolidated
2024-25 2023-24 2024-25 2023-24
Revenue from Operations 6,616.56 5,854.93 6,616.56 5,872.90
Other Income 1,721.76 88.11 1,721.76 88.12
Total Revenue 8,338.33 5,943.05 8,338.33 5,961.02
Total Expenditure 150,836.10 123,693.55 150,845.60 123,774.43
Profit/(Loss) before Exceptional Item & tax (142,497.77) (117,750.50) (142,507.27) (117,813.41)
Exceptional Item [Loss/(Income)] 128.06 (310.46) 128.06 (310.46)
Profit/(Loss) Before Tax (142,625.83) (117,440.04) (142,635.34) (117,502.95)
Less: Taxes 0 0 0 0
Deferred tax charge (credit) 0 0 0 0
Profit /(Loss) After Tax (142,625.83) (117,440.04) (142,635.34) (117,502.95)
Attributable to: 0 0 (3.80) (44.36)
Non-Controlling Interest
Owners of the parent (142,625.83) (117,440.04) (142,631.54) (117,458.59)
Dividend proposed 0 0 0 0
Add: Balance b/f from the previous year 0 0 0 0
Add: Transferred from debenture redemption reserve 0 0 0 0
Add: Other Comprehensive Income/(Loss) 11.88 1.78 11.88 1.78
Net Profit/(Loss) for the period (142,613.95) (117,438.26) (142,623.46) (117,501.17)

RESULT OF OPERATIONS

The Company achieved turnover of 6,616.56 Lakhs during the Financial Year 2024-25 as compared to 5,854.93 Lakhs in Financial Year 2023-2024 on standalone basis. The total revenue generated in the year under review has increased by 40.31 % i.e., 2,395.28 Lakhs.

Subsequent to the year-end, and in compliance with the order of the Honble National Company Law Tribunal, the Company raised equity through a preferential allotment to specified investors and promoters. The preferential issue obtained In -principle approval from both the BSE Limited and the National Stock Exchange on June 19, 2025, and the shares were allotted on July 3, 2025. The Company deployed the proceeds from the preferential allotment to settle the existing lenders of Company and have fully settled with 11 out of the 13 lenders and made more than 80% payment to 3 lenders.their outstanding dues under the approved settlement scheme, paying them in full on July19,2025.Thisinfusionofcapitalandtheextinguishment of liabilities materially enhance the Companys financial position and capacity.

DIVIDEND

In order to conserve the resources, the Directors do not recommend any dividend on Equity Shares and Preference Shares for the year under review.

TRANSFER TO RESERVE

The Board is dedicated to sustaining the Companys resilience and has prudently decided to retain the current earnings.

BUSINESS OPERATIONS

The Company is recognized as one of the prominent players in the Engineering, Procurement, and Construction (EPC) sector across power, roads, bridges, and other key infrastructure areas.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Section 129(3) of the Companies Act, 2013 and in view of notification issued by the Ministry of Corporate Affairs on Ind-AS, the Company has prepared consolidated financial statements of the Company and all its subsidiaries as per Ind-AS, which forms part of this Annual Report.

SHARE CAPITAL

During the financial year 2024-25, there was no alteration in the authorized share capital of the Company. As of March 31, 2025, the authorized share capital remained at INR 75,00,00,000/- (Rupees Seventy-Five Crores Only), which is divided into 7,50,00,000 (Seven Crore Fifty Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each.

As on March 31,2025, the paid-up equity share capital stands at Rs. 25,69,83,720/- (Twenty-Five Crore Sixty-Nine Lakhs Eighty-Three Thousand Seven Hundred and Twenty Only), divided into 2,56,98,372 (Two Crores Fifty-Six Lakhs Ninety-Eight Thousand Three Hundred and Seventy-Two) shares.

Subsequent to year end on July 3, 2025, in furtherance to approval from shareholders on October 21, 2024, the Company has issued 7,10,37,388 equity shares of 10 each of the Company at a price of 86.94 per share (including a premium of 76.94 per share) of the Company to promoters, promoter groups, non-promoters & Lender banks, through preferential allotment, in terms of Securities and Exchange Board of India (SEBI) (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further to the approval from shareholders on October 21, 2024, the Company has allotted 2,21,12,953 warrants, convertible into equivalent number of equity shares of 10 each of the Company at a price of 86.94 per warrant (including a premium of 76.94 per warrant) of the Company to promoters, promoter group and other non-promoters, through preferential allotment, in terms of Securitiesand Exchange Board of India (SEBI) (Issue of Capital and Disclosure Requirements) Regulations, 2018. The funds raised by way of issue of equity shares and warrants as mentioned above have been utilized for payment to the lenders.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES COMPANIES

As on March 31, 2025, your Company has following subsidiaries and Associate Company.

The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and the same is hosted on the Companys website at . There is no material unlisted subsidiary of the Company.

During the year, three companies ceased to be subsidiary or associate companies. The details are provided below.

A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Annexure -1 in Form AOC-1.

Sr NAME No. SUBSIDIARY COMPANIES TYPE COMPANYS HOLDING DATE OF CESSATION EFFECTIVE DATE
(IN %)
1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED Subsidiary/ Associate 100 22/05/2024 23/05/2024
2. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED Subsidiary 100 30/08/2024 30/08/2024
3. PATIALA NABHA INFRA PROJECTS PRIVATE LIMITED Subsidiary/ Associate 00 05/08/2024 05/08/2024
4. KOTKAPURA MUKTSAR TOLLWAYS PRIVATE LIMITED Associate 00 - -
5. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED Associate 51 - -
6. SUPREME BEST VALUE KOLHAPUR (SHIROLI) SANGLI TOLLWAYS PRIVATE LIMITED Associate 49.90 - -
7. SUPREME AHMEDNAGAR KARMALA TEMBHUMI TOLLWAYS PRIVATE LIMITED Associate 51 - -
8. SUPREME KOPARGAON AHMEDNAGAR TOLLWAY PRIVATE LIMITED Associate 51 - -

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES position Adetailedreportoutliningtheperformance andfinancial of each subsidiary, as mandated by the Act and presented in the prescribed Annexure-1 in FormAOC-1,isincludedwiththeconsolidatedfinancialstatements and is therefore not reiterated here for the sake of brevity. The Company adheres to a policy concerning material subsidiaries in compliance with Regulation 16(1)(c) of the Listing Regulations. This policy is accessible on the Companys official website at https://www.supremeinfra.com/policies/ material-subsidiary).

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

The Company has proposed a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, between the approved by the National Company Law Tribunal, Mumbai Bench (“Company Companyanditsfinancial Court”), vide its order dated March 28, 2025. In terms of the above Scheme, the Companys debt stands reduced to the settlement amount. Subsequent to year end, as per the Scheme, the Company has made full payment to 11 financial lenders who have already given their final No Dues Certificate to the Company and necessary charge release formalities have also been complied and partial payment has been made to remaining 3 lenders for which extension is sought. All the lenders have released their charge on all equipments, machineries, immovable land and building and pledges both by Company and its promoters given to secure the debt of the Company.

HUMAN RESOURCES

Supreme Infrastructures is committed to transformationby building a robust, diverse and future-ready workforce. The Company has implemented strategic steps to ensure that its people remain at the heart of every initiative. The Company persistently served its clientele, with a 760 total employees; 51 permanent; remaining contractual/retained, engaged directly and indirectly. The Company advanced its organizational agility by streamlining structures, embracing digital technologies and reinforcing a value-driven culture. While adapting to the New Energy landscape, Human Resource (HR) has supported the business in acquiring and developing the critical skills necessary for growth in sectors of construction, sustainability and efficiency. The Company launched specialized recruitment campaigns and tailored learning programs to build a future-ready workforce. In order to attract and retain talent,theCompanyhasrecalibrateditsemployervalueproposition.

Our inclusive approach extends to building a friendly infrastructure at project sites and offering young professionals cross- functional exposure to prepare them for future leadership roles. Our continuing focus is on building talent, fostering inclusion and preparing the organization for the future. Further, the Company has also proposed and is implementing an Employees Stock Option Policy (“ESOP”).

DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013, AND RULES MADE THEREUNDER

Mr. Vikram Bhawanishankar Sharma, the Managing Director and CEO of the Company, has not received any remuneration or commission from any Holding or Subsidiary Companies, as applicable. This ensures transparency in the remuneration framework and affirms that the Companys compensation policies for key managerial personnel are self-contained and compliant with regulatory norms. The Board regularly reviews the remuneration structure to align with industry standards and shareholder interests, reinforcing commitment to good corporate governance.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report. Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the aforesaid rules, also forms part of this Annual Report. However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information is being sent to all the Members of the Company and others entitled

DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (‘the Act) and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31, 2025.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report. Disclosures pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) have been made in the notes to the Financial Statements forming part of this Annual Report.

RISK MANAGEMENT POLICY:

The Company has a Business Risk Management Framework to identify, evaluate business risks and opportunities. framework, risks are identified across all business processes of the managed systematically by categorizing them into Enterprise Level Risk and Project Level Risk. Management Framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

The risks are assessed for each project and mitigation measures are initiated both at the project as well as at the corporate level. More details on Risk Management indicating development and implementation of Risk Management policy including identification ofelementsofriskandtheirmitigation Discussion and Analysis section forming part of this Report.

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for the identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk listeddownin operationalrisks and such other policyarestrategicrisks,financialrisks, risk that may potentially affect the working of the Company.

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, of Directors.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

CSR provisions as contained in the Section 135 of the Act are applicable to the Company. However, no CSR amount was required to be spent on CSR activitiesduring the financialyear ended March 31, 2025 on account of loss in the current years. A brief outline of the Corporate Social Responsibility (“CSR”) Policy as recommended by the CSR Committee and approved by the Board, and the initiatives undertaken by the Company on CSR activities during the year are set Report in the prescribed format.

The said Policy is available on the Companys website at

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement, across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportablematerialweaknessinthedesignoroperationswere observed.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

In accordance with Section 177 of the Act and Regulation 22 of the Listing Regulations,the Company has formulated a vigil mechanism to address the genuine concerns, if any, of the Directors and employees. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The Whistle Blower Policy has been posted on the website of the Company and the details of the same are provided in the ‘Report on Corporate Governance forming part of this Annual Report. The Whistle Blower Policy is available on the website of the Company at www.supremeinfra.com.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual Harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

Number of complaints filed during the financial year: Nil Number of complaints disposed of during the financial year: Nil Number of complaints pending as on end of the financial year: Nil

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

BOARD OF DIRECTORS

As of March 31, 2025, the Board comprised 6 (Six) Directors out of which 5 (Five) were Non-executive Directors of which 3 (Three) is mentioned in wereIndependent.Thedetailsofthecomposition All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (Listing . Obligations and DisclosureRequirements)Regulations, 2015

BOARD AND INDEPENDENT DIRECTORS MEETING

The Board of Directors met six (6) times during the year, with comprehensive information about these meetings included in the Corporate Governance Report. In accordance with the requirements, one meeting of the independent directors was held on March 31, 2025, for FY 2024-25.

COMMITTEES OF THE BOARD

A detailed note on the Board and its Committees is provided in the ‘Report on Corporate Governance forming part of this Annual Report.

RELATED PARTY TRANSACTIONS:

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI ListingRegulations were placed before the Audit Committee and/ or Board and/or Members for necessary review/approval. The routine related party transactionswere placed before the Audit Committee for its omnibus approval. A statement of all related party transactionsentered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and mentioned in the Form AOC-2 with respect to the contracts/arrangements/ conditions of thetransactions. transaction with related parties in terms of Section 134(3) (h) read with Section (Accounts) Rules, 2014 for the financial year 2024-2025.

The Related Party Transaction Policy is available on the Company website and can be accessed at the website of the company. All the contracts/arrangements/transactions that were entered into by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business and none of these related party transactions required approval of the Board of Directors or the Shareholders as per the Act or LODR Regulations. Further, there were no materially significant tha have potential conflict of interests of the Company at large. relatedpartytransactions The policy on Related Party Transactionsas approved by the Board is available on the website of the Company at www.supremeinfra.com.

The details of the related party transactions asrequiredundertheActandtheRulesareattachedinForm AOC-2 as Annexure II.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc. The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company.

KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the following persons were the Key Managerial Personnel (“KMP”) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder: -1. Vikram Sharma- Managing Director 2. Sidharth Jain- Chief Financial Officer

PERFORMANCE EVALUATION:

The Nomination and Remuneration of the Directors, Board and its Committees, which includes criteria for performance evaluation.Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its Committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board,itsCommittees and Directors.

The Boards functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to Committees and effectiveness of Board processes, information . andfunctioning The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes remuneration of Directors, Key Managerial Personnel and Senior Management Employees, their performance assessment and retention features. The policy has been put up on the Companys website

BOARD DIVERSITY

The Company recognizes that a diverse Board is essential to its continued success. We believe that diversity in thought, experience, culture, gender, age, ethnicity, and geographical background enhances the quality of governance and strategic decision-making, helping the Company maintain its competitive edge.

Accordingly, the Board has adopted a comprehensive Diversity Policy that outlines its commitment to fostering an inclusive and promotes balanced representation and regularly monitors progress to merit-basedapproachtoBoardcomposition. ensure an equitable and dynamic governance framework. The full policy is accessible on the Companys website at .

ANNUAL RETURN

Pursuant to section 92 (3) read with Section 134 (3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company is available on the website of the Company i.e. www.supremeinfra.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year as stipulated under Regulation 34(3) of the Listing given and forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required to be disclosed in terms of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure III forming part of this Report.

AUDITORS STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, along with the Rules thereunder, M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No. 101569W), have been appointed as the Statutory Auditors of the Company for a term of five (5) years. This appointment was made by the members at the 41st Annual General Meeting (AGM) and will hold office from the conclusion of the 41st AGM until the conclusion of the 46th AGM.

The observations provided by the Statutory Auditors in their report are self-explanatory and require no further clarification from the Board.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT to the qualifications made by the Auditors in their report for the year 2023-24. The relevant TheDirectorssubmittheir explanation Para nos. of the report and reply are as under:

A. Auditors Qualification and Managements Reply on standalone financial i. Note 11.3 to the accompanying standalone financial statements, the Companys trade receivables and other current assets as at March 31, 2025 include trade receivables amounting to 75,814.87 lakhs and unbilled revenue amounting 454 lakhs & other receivable amounting 611.02 lakhs respectively, which have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed/disputed dues). Management has assessed that no expected credit loss (ECL) adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments considering no movement and the long period of outstanding. Consequently, in the absence of sufficient and appropriate evidence to support the managements contention of recoverability of these overdue amounts and balance confirmations, we are unable to comment upon the adjustments, if any, that are required to the carrying value of trade receivables and other current assets, and consequential impact, if any, on the accompanying standalone financial statements. The audit Opinion on the Companys standalone financial Statement for the previous year ended March 31, 2024 was also modified in respect of this matter. ii. Note 4.4 to the accompanying Standalone financial Statements, the Companys non-current investments and trade receivable as at March 31, 2025 include non-current investments in one erstwhile Subsidiary Company, Supreme Infrastructure BOT Private Limited (‘SIBPL) and trade receivables from step down subsidiaries of the said Company amounting to 142,556.84 lakhs and 2,142.63 lakhs respectively. On May 22, 2024, SIBPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditors of SIBPL pursuant to which the Company has lost control over the SIBPL and accordingly SIBPL has ceased to be a subsidiary Company. The SIBPL has significant accumulated losses, and its consolidated net-worth is fully eroded. Further, the said Company is facing liquidity constraints due to which it may not be able to realise projections as per the approved business plans. The management has considered such balances as fully recoverable and assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments. In the absence of sufficient appropriate evidence to support the managements assessment as above, erosion in consolidated net worth due to accumulated losses in SIBPL, and since it is under CIRP and other relevant alternate evidences, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these non-current investments and trade receivables from step down subsidiaries of SIBPL and the consequential impact on the accompanying standalone financial statements. The audit opinion on the Companys standalone financial Statement for the previous year ended March 31, 2024wasalsomodifiedinrespect of this matter.

Note 18.4 to the accompanying standalone financial Statements, the Companys current borrowings as at March 31, 2024 include balance amounting to 1,71,977.01 Lakhs (Principal Amount), in respect of which confirmations/statements from the respective banks/lenders have not been received. Further, in respect of certain loans where principal balance has been confirmed from the confirmations issued by the lenders, the interest accrued amounting 4,29,938.52 Lakhs included in Other financial liabilities as on March 31, 2024 have not been confirmed by banks/lenders. In cases where banks/lenders have given confirmation for interest outstanding, differences are noticed in the balances since Banks/ lenders have stopped accrual of interest as the accounts of the Company are classified as NPA in their books. In the absence of such confirmation from banks/lenders or sufficient and appropriate alternate audit evidence for differences, we are unable to comment on the adjustments and changes in results and classification of balances in accordance with the principle of Ind AS 1, presentation of financial statements, that may be required to carrying value of the aforementioned balances in the accompanying standalone financial Statements. The audit Opinion on the Companys standalone financial Statements for the previous year ended March 31, 2023 was also modified in respect of this matter. iii. Note 4.5 to the accompanying standalone financial Statements, the Companys non-current investments, trade receivable and other current assets as at March 31, 2025 include investments in one erstwhile Subsidiary Company, Supreme Panvel Indapur Tollways Private Limited (“SPITPL”) and trade receivable and unbilled revenue from erstwhile Subsidiary Company amounting to 15,677.22 lakhs, 3,814.66 lakhs and 3,201.67 lakhs respectively. National Highways Authority of India (“NHAI”) had issued an intent to terminate notice to this Company, the said notice has been subsequently stayed by order of the Honble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties. In terms of the order passed by the Honble Arbitral Tribunal dated March 10, 2023 in furtherance to the Honble Apex Court directions dated February 7, 2023, this Company and NHAI have been directed to explore mutual conciliation under policy of NHAI, which are currently ongoing as informed by the management. Meanwhile, On August 30, 2024, SPITPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditors of SPITPL pursuant to which the Company has lost control over the SPITPL and accordingly SPITPL has ceased to be a subsidiary company. The management has considered these non-current investments, trade receivable and other current assets as fully recoverable and has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments. In the absence of sufficient and appropriate evidence to support the managements assessment as above, the Company being admitted under CIRP, stoppage of operations and non recognition of trade payable to holding Company in books of this company, also considering the fact that NHAI has appointed new vendor to complete the remaining work of the ongoing project, no cash flows due to the aforesaid termination notice and matter currently under arbitration, we are unable to comment upon impact of adjustments, that may be required to the carrying values of these non-current investments, trade receivables and other current assets and the consequential impact on the accompanying standalone financial statements. The audit opinion on the Companys standalone financial Statement for the previous year ended March 31, 2024 was also modified in respect of this matter. iv. Note 18.4 to the accompanying standalone financial Statements, the Companys current borrowings as at March 31, 2025 include balance amounting to 28,188.73 Lakhs (Principal Amount), in respect of which confirmations/statements from the respective banks/lenders have not been received. Further, in respect of certain loans where principal balance has been confirmed from the confirmations issued by the lenders, the interest accrued amounting 5,25,938.04 Lakhs included in Other financial liabilities as on March 31, 2025 and Margin Money amounting to 137.66 lakhs included in other non-current assets as on March 31, 2025 have not been confirmed by banks/lenders. In cases where banks/ lenders have given confirmation for interest outstanding, differences are noticed in the balances since Banks/lenders have stopped accrual of interest as the accounts of the Company are classified as NPA in their books. In the absence of such confirmation from banks/lenders or sufficient and appropriate alternate audit evidence for differences, we are unable to comment on the adjustments and changes in results and classification of balances in accordance with the principle of Ind AS 1, presentation of financial statements, that may be required to carrying value of the aforementioned balances in the accompanying standalone financial statement. The audit Opinion on the Companys standalone financial Statement for the previous year ended March 31, 2024 was also modified in respect of this matter. v. Note 40 to the accompanying standalone financial Statements regarding non compliances with the following requirements of the Act towards which the Company has not provided for penalty in its Standalone financial statements. Further, the additionalimpact is presently not ascertainable.

B. Management Reply to the above Auditors Qualification

Trade receivables and other current assets as at March 31, 2025 include trade receivables amounting to 75,814.87 lakhs (March 31, 2024: 75,752.07 lakhs) and unbilled revenue amounting 454 lakhs (March 31, 2024: 3,965.57 lakhs) & other receivable amounting 611.02 lakhs respectively, in respect of projects which have been outstanding for a (including receivables in respect of projects closed/substantially closed). Based on the contract terms and the ongoing recovery/ arbitration procedures (which are at various stages), Management is reasonably confident of recovering these overdue amounts in full. Accordingly, these amounts have been considered as good and recoverable. Balances of Trade Receivables are subject to balance confirmation and adjustments, if any.

The Companys non-current investments and trade receivable as at March 31, 2025 include investments in Supreme Infrastructure BOT Private Limited (‘SIBPL) amounting to 142,556.84 lakhs (March 31, 2024 : 142,556.84 lakhs) and 2,142.63 lakhs (March 31, 2024: 2,139.37 lakhs) respectively. On May 22, 2024, SIBPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditor of SIBPL pursuant to which directors of the Company has resigned and the Company has lost control over the SIBPL and accordingly it has ceased to be a subsidiary company and the said investments in SIBPL, is shown as investments in associates. However, subsequently this financial creditor of SIBPL has provided an in principle approval for the resolution of the debt and is in the process of taking requisite action in furtherance, which would enable ending the CIRP process of SIBPL. SIBPL has various Build, Operate and Transfer (BOT) SPVs under its fold. While SIBPL has incurred losses during its initial years and have accumulated losses, causing the net worth of the entity to be fully eroded as at March 31, 2025, the underlying projects are expected to achieve adequate profitability on substantial completion of the underlying projects.

Management is in discussion with the respective lenders, clients for the and is confident of resolving the matter without any loss to the respective SPVs. Therefore, based on certain estimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basis of the orders of Honble NCLAT for these step down subsidiaries, Management believes that the net-worth of SIBPL does not represent its true market value and hence carrying value of the non-current investments and Trade receivable as at March 31, 2025 are considered as good and recoverable by Management of the Company. The Companys non-current investments and trade receivable as at March 31, 2025 include investments in Supreme Infrastructure BOT Private Limited (‘SIBPL), a subsidiary company and trade receivable from step down subsidiaries of SIBPL, amounting to 142,556.84 lakhs (March 31, 2022 : 142,556.84 lakhs) and 1,848.31 lakhs respectively. SIBPL has various Build, Operate and Transfer (BOT) SPVs under its fold. While SIBPL has incurred losses during its initial years and have accumulated losses, causing the net worth of the entity to be fully eroded as at 31 March 2023, the underlying projects are expected to achieve adequate profitability on substantial completion of the underlying projects. The National Company Law Tribunal, Mumbai (NCLT) vide Order dated 22nd May 2024 (“Admission Order”), has appointed an Interim ResolutionProfessional (“IRP”) on an petition initiated by one of the Financial creditor under the lnsolvency and Bankruptcy Code 2016 (‘IBC). Further, commercial operation date (COD) in respect of thses subsidiaries of SIBPL has been delayed due to due to non-availability of right of way, environmental clearances etc. and in variousreasons attributable respect of these subsidiaries, the toll receipts is lower as compared to the projected receipts on account of delay in receiving compensation from government for exempted vehicles. Due to this, there have been defaults in repayment of principal and interest in respect of the borrowings and the respective entity is in discussion with their lenders for the restructuring of the loans.

Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss to the respective SPVs. Therefore, based on certain estimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basis of the orders of Honble NCLAT for these step down subsidiaries, Management believes that the net-worth of SIBPL does not represent its true market value and hence carrying value of the non-current investments and Trade receivable as at March 31, 2023 are considered as good and recoverable.

The Companys non-current investments, trade receivable and other current assets as at March 31, 2025 include investments in Supreme Panvel Indapur Tollways Private Limited (‘SPITPL), a subsidiary company, and trade receivable and unbilled revenue from said subsidiary amounting to 15,677.22 lakhs (March 31, 2024: 15,677.52 lakhs), 3,814.66 lakhs (March 31, 2024: 3,814.66 lakhs) and 3,201.67 lakhs (March 31, 2024: 3,201.67 lakhs) respectively. SPITPL is a special purpose vehicle Company incorporated for the purpose of undertaking the work for construction of Panvel - Indapur NH-17 awarded by National Highways Authority of India (“NHAI”) on built, operate and transfer basis. National Highways Authority of India (“NHAI”) had issued an intent to terminate notice to this subsidiary, the said notice has been subsequently stayed by order of the Honble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties. In terms of the order passed by the Honble Arbitral Tribunal dated March 10, 2023 in furtherance to the Honble Apex Court directions dated February 7, 2023, this subsidiary and NHAI have been directed to explore mutual conciliation under policy of NHAI, which are currently ongoing. Meanwhile, On August 30, 2024, SPITPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditor of SPITPL pursuant to which the Company has lost control over the SPITPL and accordingly it has ceased to be a subsidiary company and the said investments in SIBPL is shown as investments in associates. The said order has been assailed by one of the suspended director before the Honble National Company Law Appellate Tribunal, Delhi Bench. Further, commercial operation date (COD) in respect of SPITPL has been delayed due to various reasons attributable to the clients primarily due to non-availability of right of way, environmental clearances etc., receipt / payment of Company in terms of the one time fund infusion agreement between NHAI. Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss. Therefore, based on certain estimates like future business plans, and ongoing discussions with the clients and consortium lenders, Management believes that the net-worth of SPITPL does not represent its true market value and the realizable amount of SPITPL is higher than the carrying value of the non-current investments and trade receivable as at March 31, 2025 and due to which these are considered as good and recoverable.

The Auditors qualification in respect of Consolidated Financial Statements and Management Response thereof is in line with the above. i. Note 13.3 to the accompanying consolidated financial statement, the Holding Companys trade receivables and other current assets as at March 31, 2025 include trade receivables amounting to 75,814.87 lakhs and unbilled revenue amounting 454 lakhs & other receivable amounting 611.02 lakhs respectively, which have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed/disputed dues). Management of the Holding Company has assessed that no expected credit loss (ECL) adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments considering no movement and the long period of outstanding. Consequently, in the absence of sufficient and appropriate evidence to support the managements contention of recoverability of these overdue amounts and balance confirmations, we are unable to comment upon the adjustments, if any, that are required to the carrying value of trade receivables, and consequential impact, if any, on the accompanying consolidated financial statement. The audit Opinion on the Companys consolidated financial statement for the previous year ended March 31, 2024 was also modified in respect of this matter. ii. Note 6.4 to the accompanying consolidated financial statement, the Holding Companys non-current investments and trade receivable as at March 31, 2025 include non-current investments in one erstwhile Subsidiary Company, Supreme Infrastructure BOT Private Limited (‘SIBPL) and trade receivables from step down subsidiaries of the said Company amounting to 142,556.84 lakhs and 2,142.63 lakhs respectively. On May 22, 2024, SIBPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditors of SIBPL pursuant to which the Holding Company has lost control over the SIBPL and accordingly SIBPL has ceased to be a subsidiary Company. The SIBPL has significant accumulated losses, and its consolidated net-worth is fully eroded. Further, the SIBPL is facing liquidity constraints due to which it may not be able to realise projections as per the approved business plans. The management of Holding Company has considered such balances as fully recoverable and assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments. In the absence of sufficient appropriate evidence to support the managements assessment as above, erosion in consolidated net worth due to accumulated losses in SIBPL, and since it is under CIRP and other relevant alternate evidences, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these non-current investments and trade receivables from step down subsidiaries of SIBPL and the consequential impact on the accompanying consolidated financial Statement. The audit Opinion on the Companys consolidated financial statement for the previous year ended March 31, 2024 was also modified in respect of this matter. iii. Note 6.4 of the accompanying consolidated financial statement, Supreme Infrastructure BOT Private Limited (“SIBPL”), an erstwhile Subsidiary of Company, the Board of Directors of SIBPL were suspended on May 22, 2024 due to SIBPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditor of SIBPL. Being a material subsidiary, owing to unavailability of audited financial statements and/or financial information of SIBPL and its subsidiaries (“SIBPL Group”) for the period April 1, 2024 to March 31, 2025, the financial statements of SIBPL Group for year ended March 31, 2025 have not been included in the Consolidated financial Statement of the Group. The said accounting treatment by the Group is not in compliance with the Ind AS 110-Consolidated Financial Statements. In the absence of relevant financial information of SBIPL, we are unable to comment upon the compliance of Ind AS 110- Consolidated Financial Statements and its consequential impact on the Consolidated financial Statement for the year ended March 31, 2025. The audit Opinion on the Companys consolidated financial statement for the previous year ended March 31, 2024 was also modified in respect of this matter. iv. Note 6.4 to the accompanying Consolidated Financial Statements the Holding Companys non-current investments, trade receivable and other current assets as at March 31, 2025 include investments in one erstwhile Subsidiary Company, Supreme Panvel Indapur Tollways Private Limited (“SPITPL”) and trade receivable and unbilled revenue from erstwhile Subsidiary Company amounting to 15,677.22 lakhs, 3,814.66 lakhs and 3,201.67 lakhs respectively. National Highways Authority of India (“NHAI”) had issued an intent to terminate notice to this Company, the said notice has been subsequently stayed by order of the Honble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties. In terms of the order passed by the Honble Arbitral Tribunal dated March 10, 2023 in furtherance to the Honble Apex Court directions dated February 7, 2023, this Company and NHAI have been directed to explore mutual conciliation under policy of NHAI, which are currently ongoing as informed by the management. Meanwhile, On August 30, 2024, SPITPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditors of SPITPL pursuant to which the Holding Company has lost control over the SPITPL and accordingly SPITPL has ceased to be a subsidiary company. The management of Holding

Company has considered these non-current investments, trade receivable and other current assets as fully recoverable and has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments. In the absence of sufficient and appropriate evidence to support the managements assessment as above, the SPITPL being admitted under CIRP, stoppage of operations and non recognition of trade payable to holding Company in books of this company, also considering the fact that NHAI has appointed new vendor to complete the remaining work of the ongoing project, no cash flows due to the aforesaid termination notice and matter currently under arbitration, we are unable to comment upon impact of adjustments, that may be required to the carrying values of these non-current investments, trade receivables and other current assets and the consequential impact on the accompanying consolidated financial statements. The audit Opinion on the Companys consolidated financial statement for the previous year ended March 31, 2024 was also modified in respect of this matter. v. Note 5 to the accompanying Consolidated Financial Statements, Supreme Panvel Indapur Tollways Private Limited (“SPITPL”), an erstwhile Subsidiary of Company, the Board of Directors of SPITPL were suspended on August 30, 2024, due to SPITPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditors of SPITPL. Being a material subsidiary, owing to unavailability of reviewed financial statements and/or financial information of SPITPL for the period from April 1, 2024 to March 31, 2025, the financial statements of SPITPL for year ended March 31, 2025 have not been included in the Consolidated Statement of the Group and the derecognised at their respective carrying values as at March 31, 2024. The assetsandliabilities said accounting treatment by the Group is not in compliance with the Ind AS 110-Consolidated Financial Statements. In the absence of relevant financial information of SPITPL, we are unable to comment upon the compliance of Ind AS 110- Consolidated Financial Statements and its consequential impact on the Consolidated Statement for the year ended March 31, 2025. vi. Note 20.1 to the accompanying consolidated financial statement, the Holding Companys current borrowings as at March 31, 2025 include balance amounting to 28,188.73 Lakhs (Principal Amount), in respect of which confirmations/ statements from the respective banks/lenders have not been received. Further, in respect of certain loans where principal balance has been confirmed from the confirmations issued by the lenders, the interest accrued amounting as on March 31, 2025 and Margin Money amounting to 137.66 5,25,938.04LakhsincludedinOther financialliabilities lakhs included in other non-current assets as on March 31, 2025 have not been confirmed by banks/lenders. In cases where banks/lenders have given confirmation for interest outstanding, differences are noticed in the balances since Banks/lenders have stopped accrual of interest as the accounts of the Holding Company are classified as NPA in their books. In the absence of such confirmation from banks/lenders or sufficient and appropriate alternate audit evidence for differences, we are unable to comment on the adjustments and changes in results and classification of balances in accordance with the principle of Ind AS 1, presentation of financial statements, that may be required to carrying value of the aforementioned balances in the accompanying consolidated financial statement. The audit Opinion on the consolidated financial statement for the previous year ended March 31, 2024 was also modified in respect of this matter. vii. Note 47 to the accompanying consolidated financial statements, regarding non compliances with the following requirements of the Act towards which the Holding Company has not provided for penalty in its Consolidated financial statements. Further, the additionalimpact if any, on the Consolidated financial statements is presently not ascertainable. Holding of the Annual General Meeting (AGM), laying of the standalone/consolidated Financial Statements in the AGM for the financial year 2023-2024 and filing of annual return and annual accounts for the financial years ended March 31, 2023 in accordance with the requirements of section 92(1) and 137, respectively, of the Act.

Management Reply to the above Auditors Qualification

Trade receivables and other current assets as at March 31, 2025 include trade receivables amounting to 75,814.87 lakhs (March 31, 2024: 75,752.07 lakhs) and unbilled revenue amounting 454 lakhs (March 31, 2024: 3,965.57 lakhs) & other receivable amounting 611.02lakhsrespectively, in respect of projects which have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed). Based on the contract terms and the ongoing recovery/ arbitration procedures (which are at various stages), Management is reasonably confident of recovering these overdue amounts in full. Accordingly, these amounts have been considered as good and recoverable. Balances of Trade Receivables are subject to balance confirmation and The Groups non-current investments and trade receivable as at March 31, 2025 include investments in Supreme Infrastructure BOT Private Limited (‘SIBPL) amounting to 142,556.84 lakhs (March 31, 2024 : 142,556.84 lakhs) and 2,142.63 lakhs (March 31, 2024 : 2,139.37 lakhs) respectively. On May 22, 2024, SIBPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditor of SIBPL pursuant to which the Holding Company has lost control over the SIBPL and accordingly SIBPL has ceased to be a subsidiary company and the said investments in SIBPL is shown as investments in associates. However, subsequently this financial creditor of SIBPL has provided an in principle approval for the resolution of the debt and is in the process of taking requisite action in furtherance, which would enable ending the CIRP process of SIBPL. Owing to unavailability of audited financial statements and/or financial information of SBIPL and its subsidiaries (“SBIPL

Group”) for the period April 1, 2024 to March 31, 2025, the financialstatements of SBIPL Group for financial year 2024-25 have not been included in the consolidated statement of the Group. Investment in this Company has been carried at cost under non current investments. SIBPL has various Build, Operate and Transfer (BOT) SPVs under its fold. While SIBPL has incurred losses during its initial years and have accumulated losses, causing the net worth of the entity to be fully eroded as at March 31, March 2025, the underlying projects are expected to achieve adequate profitability on substantial completion of the underlying projects.. Holding Companys Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss to the respective SPVs. Therefore, based on certain estimates like future business plans,growthprospects,ongoingdiscussionswiththeclientsandconsortium lenders, on the basis of the orders of Honble NCLAT for these step down subsidiaries, Management believes that the net-worth of SIBPL does not represent its true market value and hence carrying value of the non-current investments and Trade receivable as at March 31, 2025 are considered as good and recoverable by Management of the Holding Company.

The Groups non-current investments, trade receivable and other current assets as at March 31, 2025 include investments in Supreme Panvel Indapur Tollways Private Limited (‘SPITPL), a subsidiary company, and trade receivable and unbilled revenue from said subsidiary amounting to 15,677.22 lakhs (March 31, 2024 : 15,677.52 lakhs) , 3,814.66 lakhs (March 31, 2024 : 3,814.66 lakhs) and 3,201.67 lakhs (March 31, 2024 : 3,201.67 lakhs) respectively. SPITPL is a special purpose vehicle Company incorporated for the purpose of undertaking the work for construction of Panvel Indapur NH-17 awarded by National Highways Authority of India (“NHAI”) on built, operate and transfer basis. National Highways Authority of India (“NHAI”) had issued an intent to terminate notice to this subsidiary, the said notice has been subsequently stayed by order of the Honble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties. In terms of the order passed by the Honble Arbitral Tribunal dated March 10, 2023 in furtherance to the Honble Apex Court directions dated February 7, 2023, this subsidiary and NHAI have been directed to explore mutual conciliation under policy of NHAI, which are currently ongoing. Meanwhile, On August 30, 2024, SPITPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditor of SPITPL pursuant to which the Holding Company has lost control over the SPITPL and accordingly it has ceased to be a subsidiary company and the said investments in SIBPL is shown as investments in associates. Owing to unavailability of audited financial statements and/orfinancialinformation of SPITPL for the period April 1, 2024 to March statements of SPITPL for financial year 2024-25 have not been included in the consolidated statement of 31,2025,thefinancial have been derecognised at their theGroupandtheassetsandliabilities respective carrying values as at March 31, 2024. The said order has been assailed by one of the suspended director before the Honble National Company Law Appellate Tribunal, Delhi Bench. Further, commercial operation date (COD) in respect of SPITPL has been delayed due to various reasons attributable of right of way, environmental clearances etc., receipt / payment of Company in terms of the one time fund infusion agreement between NHAI and Company. Holding Companys Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss. Therefore, based on certain estimates like future business plans, and ongoing discussions with the clients and consortium lenders, Holding Companys Management believes that the net-worth of SPITPL does not represent its true market value and the realizable amount of SPITPL is higher than the carrying value of the non-current investments and trade receivable as at March 31, 2025 and due to which these are considered as good and recoverable.

The Company has not complied with the following requirements of the Companies Act 2013.

Filing of annual return and annual accounts for the financial years ended March 31, 2024 in accordance with the requirements of section 92(1) and 137 of the Act. Compliance for the same will be done in due course. by the Auditors in their report are self-explanatory and does not call for any further comment.Further,the otherobservations The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments

COST AUDITORS

The Company is maintaining the accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and Rules made thereunder. In compliance with the provisions of Section 148 of the Act, the Board had at its Meeting held on August 5, 2024, appointed M/s. Shashi Ranjan & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2024-25. In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Amruta Giradkar & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2024-2025 along with certain qualification, reservation or adverse remark annexed herewith as ‘Annexure-IV.

SECRETARIAL COMPLIANCE REPORT

In accordance with Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, and the SEBI Circular CIR/CFD/CMD1/27/2019 dated 8th February 2019, the Company has conducted a Secretarial Audit for the financialyear 2024-2025. This audit covers all applicable compliances as stipulated under the Securitiesand Exchange Board of India regulations and related circulars and guidelines.

The Annual Secretarial Compliance Report, duly prepared and issued by Amruta Giradkar & Associates, Practicing Company Secretaries, has been submitted to the Stock Exchanges and is available for reference in accordance with the Secretarial Standards.

DETAILS OF PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as amended, before National Company Law Tribunal or other courts during the year 2024-2025. However, the company had six subsidiaries of which one Supreme Infrastructure BOT Private Limited, Patiala Nabha Infra Projects Private Limited, Kopargaon Ahmednagar Tollways (Phase I) Private Limited, Supreme Vasai Bhiwandi Tollways Private Limited and Supreme Manor Wada Bhiwandi Infrastructure Private Limited are under the CIRP Process and Sanjose Supreme Tollways Development Private Limited is under the Liquidation Process.

CORPORATE GOVERNANCE:

The Company has adopted the Corporate Governance Policies and Code of Conduct which sets out the systems, processes and policies conforming to the international standards. Our Company is fully committed to follow good Corporate Governance practices and maintaining the highest business standards in conductingbusiness. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values. The report on Corporate Governance as stipulated under Regulation 34(3) read with para C of Schedule V of the Listing Regulations is presented in a separate section forming part of this Annual Report.

A certificate from M/s. Amruta Giradkar and Associates, Company SecretariesPractice, confirming compliance of conditions of Schedule V of the Listing Regulations, is enclosed with this Report. CorporateGovernanceas

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that: a. the preparations of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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, 2025 and of the profit of the Company for that period; c. the Directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other d. the Directors had prepared the annual accounts on a going concern basis; 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.

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

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee Details of complaints received during the year under review are as follows: a. Number of complaints of sexual harassment filed during the Financial Year: Nil b. Number of complaints of sexual harassment disposed of during the Financial Year: Nil c. Number of complaints of sexual harassment pending as on end of the Financial Year: Nil d. Number of cases pending for more than 90 days: NA

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of Maternity Benefit Act, 1961 and no complaint has been received by the Company from any of the employee in this regard during the year under review.

ACKNOWLEDGEMENT

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all the employees and the continued co- operation and confidence of shareholders. The Board expresses their sincere thanks to the Esteemed Customers, Suppliers, Business Associates and all other well- Bankers,GovernmentandSemi-GovernmentAuthorities, wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.

For and on behalf of the Board
Supreme Infrastructure India Limited
Sd/-
Vikram Bhawanishankar Sharma
Managing Director
Date: July 9, 2025 DIN: 01249904
Place: Mumbai

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