Your Directors have pleasure in presenting their 42nd Annual Report and the Audited Statement of Accounts for the year endedMarch 31, 2025.
PERFORMANCE OF THE COMPANY ^ In Lakhs (except EPS)
Particulars
Standalone
Consolidated
2024-25
2023-24
Revenue from Operations
6,616.56
5,854.93
5,872.90
Other Income
1,721.76
88.11
88.12
Total Revenue
8,338.33
5,943.05
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)
Profit/(Loss) Before Tax
(142,625.83)
(117,440.04)
(142,635.34)
(117,502.95)
Less: Taxes
0
Deferred tax charge (credit)
Profit /(Loss) After Tax
Attributable to:Non-Controlling Interest
(3.80)
(44.36)
Owners of the parent
(142,631.54)
(117,458.59)
Dividend proposed
Add: Balance b/f from the previous year
Add: Transferred from debenture redemption reserve
Add: Other Comprehensive Income/(Loss)
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 inFinancial 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 Hon'ble National Company Law Tribunal, Mumbai Bench,the Company raised equity through a preferential allotment to specified investors and promoters. The preferential issue obtainedIn -principle approval from both the BSE Limited and the National Stock Exchange on June 19, 2025, and the shares were allottedon July 3, 2025. The Company deployed the proceeds from the preferential allotment to settle the existing lenders of Companyand have fully settled with 11 out of the 13 lenders and made more than 80% payment to 3 lenders.their outstanding dues underthe approved settlement scheme, paying them in full on July 19, 2025. This infusion of capital and the extinguishment of liabilitiesmaterially enhance the Company's 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 theyear under review.
TRANSFER TO RESERVE
The Board is dedicated to sustaining the Company's 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 acrosspower, 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 onInd-AS, the Company has prepared consolidated financial statements of the Company and all its subsidiaries as per Ind-AS, whichforms 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 ThousandThree 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 hasissued 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 pershare) of the Company to promoters, promoter groups, non-promoters & Lender banks, through preferential allotment, in termsof Securities and Exchange Board of India (SEBI) (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further to theapproval from shareholders on October 21, 2024, the Company has allotted 2,21,12,953 warrants, convertible into equivalentnumber 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 Securities andExchange Board of India (SEBI) (Issue of Capital and Disclosure Requirements) Regulations, 2018. The funds raised by way of issueof 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(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is hosted on the Company's website at . Thereis 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 financialstatements in Annexure -1 in Form AOC-1.
SUBSIDIARY COMPANIES
Sr
No.
NAME
TYPE
COMPANY'S
HOLDING
DATE OFCESSATION
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
30/08/2024
3.
PATIALA NABHA INFRA PROJECTS PRIVATE LIMITED
00
05/08/2024
4.
KOTKAPURA MUKTSAR TOLLWAYS PRIVATE LIMITED
-
5.
SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATELIMITED
51
6.
SUPREME BEST VALUE KOLHAPUR (SHIROLI) SANGLITOLLWAYS PRIVATE LIMITED
49.90
7.
SUPREME AHMEDNAGAR KARMALA TEMBHUMITOLLWAYS PRIVATE LIMITED
8.
SUPREME KOPARGAON AHMEDNAGAR TOLLWAY PRIVATELIMITED
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
A detailed report outlining the performance and financial position of each subsidiary, as mandated by the Act and presented in theprescribed Annexure-1 in Form AOC-1, is included with the consolidated financial statements and is therefore not reiterated herefor 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 Company's official website at https://www.supremeinfra.com/policies/material-subsidiary).
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE
The Company has proposed a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, between theCompany and its financial creditors (“Scheme”) was approved by the National Company Law Tribunal, Mumbai Bench (“CompanyCourt”), vide its order dated March 28, 2025. In terms of the above Scheme, the Company's debt stands reduced to the settlementamount. Subsequent to year end, as per the Scheme, the Company has made full payment to 11 financial creditors out of the 14lenders who have already given their final No Dues Certificate to the Company and necessary charge release formalities havealso been complied and partial payment has been made to remaining 3 lenders for which extension is sought. All the lenders havereleased their charge on all equipments, machineries, immovable land and building and pledges both by Company and its promotersgiven to secure the debt of the Company.
HUMAN RESOURCES
Supreme Infrastructures is committed to transformation by building a robust, diverse and future-ready workforce. The Companyhas implemented strategic steps to ensure that its people remain at the heart of every initiative. The Company persistently servedits 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 anddeveloping the critical skills necessary for growth in sectors of construction, sustainability and efficiency. The Company launchedspecialized recruitment campaigns and tailored learning programs to build a future-ready workforce. In order to attract and retaintalent, the Company has recalibrated its employer value proposition.
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 andpreparing the organization for the future. Further, the Company has also proposed and is implementing an Employees Stock OptionPolicy (“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 orcommission from any Holding or Subsidiary Companies, as applicable. This ensures transparency in the remuneration frameworkand affirms that the Company's compensation policies for key managerial personnel are self-contained and compliant withregulatory norms. The Board regularly reviews the remuneration structure to align with industry standards and shareholderinterests, 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 andRemuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of theemployees 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, theAnnual Report, excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto.
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 Actare given in the notes to the Financial Statements forming part of this Annual Report. Disclosures pursuant to Para A of ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) have been made inthe 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. Under thisframework, risks are identified across all business processes of the Company on a continuous basis. Once identified, these risks aremanaged systematically by categorizing them into Enterprise Level Risk and Project Level Risk. Management Framework definesthe 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 identificationof elements of risk and their mitigation are covered in Management 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 andmanagement. The policy provides for the identification of possible risks associated with the business of the Company, assessmentof the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The keycategories of risk listed down in the policy are strategic risks, financial risks, operational risks and such other risk that may potentiallyaffect the working of the Company.
Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company is not liable to constitute a committeeof 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 tobe spent on CSR activities during the financial year ended March 31, 2025 on account of loss in the current year as well as previousyears. A brief outline of the Corporate Social Responsibility (“CSR”) Policy as recommended by the CSR Committee and approvedby the Board, and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of thisReport in the prescribed format.
The said Policy is available on the Company's website at
INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY:
The Company has in place adequate internal financial controls with reference to financial statement, across the organization. Thesame is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls weretested and no reportable material weakness in the design or operations were 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 vigilmechanism to address the genuine concerns, if any, of the Directors and employees. The Policy provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the AuditCommittee. 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 theCompany 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 includingsexual Harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objectiveof the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribea code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide byit. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations ofsexual 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 harassment ofWomen 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)were Independent. The details of the composition of Board is mentioned in detail in Corporate Governance report.
All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid downunder the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 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 theCorporate Governance Report. In accordance with the requirements, one meeting of the independent directors was held on March31, 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 AnnualReport.
RELATED PARTY TRANSACTIONS:
The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulationswere placed before the Audit Committee and/ or Board and/or Members for necessary review/approval. The routine related partytransactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions enteredwas presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms andconditions of the transactions. The details to report are mentioned in the Form AOC-2 with respect to the contracts/arrangements/transaction with related parties in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies(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 partieswere on an arm's length basis and in the ordinary course of business and none of these related party transactions required approvalof the Board of Directors or the Shareholders as per the Act or LODR Regulations. Further, there were no materially significantrelated party transactions that may have potential conflict of interests of the Company at large.
The policy on Related Party Transactions as approved by the Board is available on the website of the Company at www.supremeinfra.com.The details of the related party transactions as required under the Act and the Rules are attached in Form 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 forIndependent 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 sameis 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 Section2(51) and Section 203 of the Act read with the Rules framed thereunder: -
1. Vikram Sharma- Managing Director
2. Sidharth Jain- Chief Financial OfficerPERFORMANCE EVALUATION:
The Nomination and Remuneration Committee of the Board of the Company has devised a framework for performance evaluationof the Directors, Board and its Committees, which includes criteria for performance evaluation. Pursuant to the applicable provisionsof the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performanceof the Independent Directors and the working of its Committees based on the evaluation criteria specified by Nomination andRemuneration Committee for performance evaluation process of the Board, its Committees and Directors.
The Board's 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 variousCommittees and effectiveness of Board processes, information and functioning.
The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee compositionand effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/CommitteeMeetings and guidance/support to the management outside Board/ Committee Meetings
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remunerationof Directors, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteriafor determining qualifications, positive attributes and independence of Directors. The policy inter alia, covers the details of theremuneration of Directors, Key Managerial Personnel and Senior Management Employees, their performance assessment andretention features. The policy has been put up on the Company's 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 andmerit-based approach to Board composition. This policy promotes balanced representation and regularly monitors progress toensure an equitable and dynamic governance framework. The full policy is accessible on the Company's 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 Regulations is separatelygiven 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 madethereunder, M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No. 101569W), have been appointed as theStatutory Auditors of the Company for a term of five (5) years. This appointment was made by the members at the 41st AnnualGeneral 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 fromthe Board.
EXPLANATION TO THE QUALIFICATION IN AUDITORS’ REPORT
The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2023-24. The relevantPara nos. of the report and reply are as under:
A. Auditor's Qualification and Management's Reply on standalone financial results:
i. Note 11.3 to the accompanying standalone financial statements, the Company's trade receivables and other currentassets 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 substantialperiod (including receivables in respect of projects closed/substantially closed/disputed dues). Management has assessedthat no expected credit loss (ECL) adjustments are required to the carrying value of the aforesaid balances, which isnot in accordance with the requirements of Ind AS 109, ‘Financial Instruments' considering no movement and the longperiod of outstanding. Consequently, in the absence of sufficient and appropriate evidence to support the management'scontention of recoverability of these overdue amounts and balance confirmations, we are unable to comment upon theadjustments, if any, that are required to the carrying value of trade receivables and other current assets, and consequentialimpact, if any, on the accompanying standalone financial statements. The audit Opinion on the Company's standalonefinancial 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 Company's non-current investments and tradereceivable as at March 31, 2025 include non-current investments in one erstwhile Subsidiary Company, SupremeInfrastructure BOT Private Limited (‘SIBPL') and trade receivables from step down subsidiaries of the said Companyamounting to ? 142,556.84 lakhs and ? 2,142.63 lakhs respectively. On May 22, 2024, SIBPL has been admitted toCorporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditors of SIBPLpursuant to which the Company has lost control over the SIBPL and accordingly SIBPL has ceased to be a subsidiaryCompany. The SIBPL has significant accumulated losses, and its consolidated net-worth is fully eroded. Further, thesaid Company is facing liquidity constraints due to which it may not be able to realise projections as per the approvedbusiness plans. The management has considered such balances as fully recoverable and assessed that no adjustmentsare required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of IndAS 109, ‘Financial Instruments'. In the absence of sufficient appropriate evidence to support the management'sassessment as above, erosion in consolidated net worth due to accumulated losses in SIBPL, and since it is under CIRPand other relevant alternate evidences, we are unable to comment upon adjustments, if any, that may be required tothe carrying values of these non-current investments and trade receivables from step down subsidiaries of SIBPL andthe consequential impact on the accompanying standalone financial statements. The audit opinion on the Company'sstandalone financial Statement for the previous year ended March 31, 2024 was also modified in respect of this matter.Note 18.4 to the accompanying standalone financial Statements, the Company's current borrowings as at March 31, 2024include balance amounting to ? 1,71,977.01 Lakhs (Principal Amount), in respect of which confirmations/statementsfrom the respective banks/lenders have not been received. Further, in respect of certain loans where principal balancehas been confirmed from the confirmations issued by the lenders, the interest accrued amounting ? 4,29,938.52 Lakhsincluded in Other financial liabilities as on March 31, 2024 have not been confirmed by banks/lenders. In cases wherebanks/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 theabsence 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 theprinciple of Ind AS 1, presentation of financial statements, that may be required to carrying value of the aforementionedbalances in the accompanying standalone financial Statements. The audit Opinion on the Company's standalone financialStatements 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 Company's non-current investments, trade receivableand other current assets as at March 31, 2025 include investments in one erstwhile Subsidiary Company, Supreme PanvelIndapur Tollways Private Limited (“SPITPL”) and trade receivable and unbilled revenue from erstwhile Subsidiary Companyamounting to ? 15,677.22 lakhs, ? 3,814.66 lakhs and ? 3,201.67 lakhs respectively. National Highways Authority ofIndia (“NHAI”) had issued an intent to terminate notice to this Company, the said notice has been subsequently stayedby order of the Hon'ble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicatethe dispute between the parties. In terms of the order passed by the Hon'ble Arbitral Tribunal dated March 10, 2023 infurtherance to the Hon'ble Apex Court directions dated February 7, 2023, this Company and NHAI have been directedto 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 anapplication filed by one of the financial creditors of SPITPL pursuant to which the Company has lost control over theSPITPL 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 adjustmentsare required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of IndAS 109, ‘Financial Instruments'. In the absence of sufficient and appropriate evidence to support the management'sassessment as above, the Company being admitted under CIRP, stoppage of operations and non recognition of tradepayable to holding Company in books of this company, also considering the fact that NHAI has appointed new vendor tocomplete the remaining work of the ongoing project, no cash flows due to the aforesaid termination notice and mattercurrently under arbitration, we are unable to comment upon impact of adjustments, that may be required to the carryingvalues of these non-current investments, trade receivables and other current assets and the consequential impact on theaccompanying standalone financial statements. The audit opinion on the Company's standalone financial Statement forthe 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 Company's current borrowings as at March 31,2025 include balance amounting to ^ 28,188.73 Lakhs (Principal Amount), in respect of which confirmations/statementsfrom the respective banks/lenders have not been received. Further, in respect of certain loans where principal balancehas been confirmed from the confirmations issued by the lenders, the interest accrued amounting ^ 5,25,938.04 Lakhsincluded in Other financial liabilities as on March 31, 2025 and Margin Money amounting to ^ 137.66 lakhs includedin 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/lendershave stopped accrual of interest as the accounts of the Company are classified as NPA in their books. In the absenceof such confirmation from banks/lenders or sufficient and appropriate alternate audit evidence for differences, we areunable to comment on the adjustments and changes in results and classification of balances in accordance with theprinciple of Ind AS 1, presentation of financial statements, that may be required to carrying value of the aforementionedbalances in the accompanying standalone financial statement. The audit Opinion on the Company's standalone financialStatement 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 requirementsof the Act towards which the Company has not provided for penalty in its Standalone financial statements. Further, theadditional impact if any, on the financial statements is presently not ascertainable.
B. Management Reply to the above Auditor's 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) & otherreceivable amounting 611.02 lakhs respectively, 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 amountsin full. Accordingly, these amounts have been considered as good and recoverable. Balances of Trade Receivables are subjectto balance confirmation and adjustments, if any.
The Company's non-current investments and trade receivable as at March 31, 2025 include investments in SupremeInfrastructure 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 CorporateInsolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditor of SIBPL pursuant to whichdirectors of the Company has resigned and the Company has lost control over the SIBPL and accordingly it has ceased to bea subsidiary company and the said investments in SIBPL, is shown as investments in associates. However, subsequently thisfinancial creditor of SIBPL has provided an in principle approval for the resolution of the debt and is in the process of takingrequisite action in furtherance, which would enable ending the CIRP process of SIBPL. SIBPL has various Build, Operateand 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 achieveadequate profitability on substantial completion of the underlying projects.
Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearancesand is confident of resolving the matter without any loss to the respective SPVs. Therefore, based on certain estimates likefuture business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basis of theorders of Hon'ble NCLAT for these step down subsidiaries, Management believes that the net-worth of SIBPL does notrepresent 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 Company's non-current investments and trade receivable as at March 31, 2025 include investments in SupremeInfrastructure BOT Private Limited (‘SIBPL'), a subsidiary company and trade receivable from step down subsidiaries ofSIBPL, amounting to ^ 142,556.84 lakhs (March 31, 2022 : ^ 142,556.84 lakhs) and ^ 1,848.31 lakhs respectively. SIBPLhas various Build, Operate and Transfer (BOT) SPVs under its fold. While SIBPL has incurred losses during its initial yearsand have accumulated losses, causing the net worth of the entity to be fully eroded as at 31 March 2023, the underlyingprojects are expected to achieve adequate profitability on substantial completion of the underlying projects. The NationalCompany Law Tribunal, Mumbai (NCLT) vide Order dated 22nd May 2024 (“Admission Order”), has appointed an InterimResolution Professional (“IRP”) on an petition initiated by one of the Financial creditor under the lnsolvency and BankruptcyCode 2016 (‘IBC'). Further, commercial operation date (COD) in respect of thses subsidiaries of SIBPL has been delayed due tovarious reasons attributable to the clients primarily due to non-availability of right of way, environmental clearances etc. and inrespect of these subsidiaries, the toll receipts is lower as compared to the projected receipts on account of delay in receivingcompensation from government for exempted vehicles. Due to this, there have been defaults in repayment of principal andinterest in respect of the borrowings and the respective entity is in discussion with their lenders for the restructuring of theloans.
Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearancesand is confident of resolving the matter without any loss to the respective SPVs. Therefore, based on certain estimates likefuture business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basis of theorders of Hon'ble NCLAT for these step down subsidiaries, Management believes that the net-worth of SIBPL does notrepresent 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 Company's non-current investments, trade receivable and other current assets as at March 31, 2025 include investmentsin Supreme Panvel Indapur Tollways Private Limited (‘SPITPL'), a subsidiary company, and trade receivable and unbilledrevenue from said subsidiary amounting to 15,677.22 lakhs (March 31, 2024: ^15,677.52 lakhs), ^3,814.66 lakhs (March31, 2024: ^3,814.66 lakhs) and ^ 3,201.67 lakhs (March 31, 2024: 3,201.67 lakhs) respectively. SPITPL is a special purposevehicle Company incorporated for the purpose of undertaking the work for construction of Panvel - Indapur NH-17 awardedby 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 orderof the Hon'ble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the disputebetween the parties. In terms of the order passed by the Hon'ble Arbitral Tribunal dated March 10, 2023 in furtherance tothe Hon'ble Apex Court directions dated February 7, 2023, this subsidiary and NHAI have been directed to explore mutualconciliation under policy of NHAI, which are currently ongoing. Meanwhile, On August 30, 2024, SPITPL has been admittedto Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditor of SPITPL pursuantto which the Company has lost control over the SPITPL and accordingly it has ceased to be a subsidiary company and the saidinvestments in SIBPL is shown as investments in associates. The said order has been assailed by one of the suspended directorbefore the Hon'ble National Company Law Appellate Tribunal, Delhi Bench. Further, commercial operation date (COD) inrespect of SPITPL has been delayed due to various reasons attributable to the clients primarily due to non-availability ofright of way, environmental clearances etc., receipt / payment of Company in terms of the one time fund infusion agreementbetween NHAI. Management is in discussion with the respective lenders, clients for the availability of right of way and otherrequired clearances and is confident of resolving the matter without any loss. Therefore, based on certain estimates like futurebusiness plans, and ongoing discussions with the clients and consortium lenders, Management believes that the net-worthof SPITPL does not represent its true market value and the realizable amount of SPITPL is higher than the carrying value ofthe non-current investments and trade receivable as at March 31, 2025 and due to which these are considered as good andrecoverable.
The Auditor's qualification in respect of Consolidated Financial Statements and Management Response thereof is in line withthe above.
i. Note 13.3 to the accompanying consolidated financial statement, the Holding Company's trade receivables and othercurrent assets as at March 31, 2025 include trade receivables amounting to ^ 75,814.87 lakhs and unbilled revenueamounting ^ 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). Managementof the Holding Company has assessed that no expected credit loss (ECL) adjustments are required to the carrying value ofthe aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments' consideringno movement and the long period of outstanding. Consequently, in the absence of sufficient and appropriate evidenceto support the management's contention of recoverability of these overdue amounts and balance confirmations, weare unable to comment upon the adjustments, if any, that are required to the carrying value of trade receivables, andconsequential impact, if any, on the accompanying consolidated financial statement. The audit Opinion on the Company'sconsolidated 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 Company's non-current investments andtrade receivable as at March 31, 2025 include non-current investments in one erstwhile Subsidiary Company, SupremeInfrastructure BOT Private Limited (‘SIBPL') and trade receivables from step down subsidiaries of the said Companyamounting to ^ 142,556.84 lakhs and ^ 2,142.63 lakhs respectively. On May 22, 2024, SIBPL has been admitted toCorporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditors of SIBPLpursuant to which the Holding Company has lost control over the SIBPL and accordingly SIBPL has ceased to be asubsidiary 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 approvedbusiness plans. The management of Holding Company has considered such balances as fully recoverable and assessedthat no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with therequirements of Ind AS 109, ‘Financial Instruments'. In the absence of sufficient appropriate evidence to support themanagement's assessment as above, erosion in consolidated net worth due to accumulated losses in SIBPL, and since itis under CIRP and other relevant alternate evidences, we are unable to comment upon adjustments, if any, that may berequired to the carrying values of these non-current investments and trade receivables from step down subsidiaries ofSIBPL and the consequential impact on the accompanying consolidated financial Statement. The audit Opinion on theCompany's consolidated financial statement for the previous year ended March 31, 2024 was also modified in respect ofthis 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 hasbeen admitted to Corporate Insolvency Resolution Process (“CIRP”) on an application filed by one of the financial creditorof SIBPL. Being a material subsidiary, owing to unavailability of audited financial statements and/or financial informationof SIBPL and its subsidiaries (“SIBPL Group”) for the period April 1, 2024 to March 31, 2025, the financial statementsof SIBPL Group for year ended March 31, 2025 have not been included in the Consolidated financial Statement of theGroup. The said accounting treatment by the Group is not in compliance with the Ind AS 110-Consolidated FinancialStatements. In the absence of relevant financial information of SBIPL, we are unable to comment upon the compliance ofInd AS 110- Consolidated Financial Statements and its consequential impact on the Consolidated financial Statement forthe year ended March 31, 2025. The audit Opinion on the Company's consolidated financial statement for the previousyear ended March 31, 2024 was also modified in respect of this matter.
iv. Note 6.4 to the accompanying Consolidated Financial Statements the Holding Company's 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 erstwhileSubsidiary Company amounting to ^ 15,677.22 lakhs, ^ 3,814.66 lakhs and ^ 3,201.67 lakhs respectively. NationalHighways Authority of India (“NHAI”) had issued an intent to terminate notice to this Company, the said notice has beensubsequently stayed by order of the Hon'ble High Court of Delhi and the matter has been referred to arbitral tribunal inorder to adjudicate the dispute between the parties. In terms of the order passed by the Hon'ble Arbitral Tribunal datedMarch 10, 2023 in furtherance to the Hon'ble Apex Court directions dated February 7, 2023, this Company and NHAIhave been directed to explore mutual conciliation under policy of NHAI, which are currently ongoing as informed by themanagement. 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 haslost control over the SPITPL and accordingly SPITPL has ceased to be a subsidiary company. The management of HoldingCompany has considered these non-current investments, trade receivable and other current assets as fully recoverable andhas assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordancewith the requirements of Ind AS 109, ‘Financial Instruments'. In the absence of sufficient and appropriate evidence tosupport the management's assessment as above, the SPITPL being admitted under CIRP, stoppage of operations andnon recognition of trade payable to holding Company in books of this company, also considering the fact that NHAIhas appointed new vendor to complete the remaining work of the ongoing project, no cash flows due to the aforesaidtermination notice and matter currently under arbitration, we are unable to comment upon impact of adjustments, thatmay be required to the carrying values of these non-current investments, trade receivables and other current assets andthe consequential impact on the accompanying consolidated financial statements. The audit Opinion on the Company'sconsolidated 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 ofthe financial creditors of SPITPL. Being a material subsidiary, owing to unavailability of reviewed financial statementsand/or financial information of SPITPL for the period from April 1, 2024 to March 31, 2025, the financial statementsof SPITPL for year ended March 31, 2025 have not been included in the Consolidated Statement of the Group and theassets and liabilities of SPITPL have been derecognised at their respective carrying values as at March 31, 2024. Thesaid 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 AS110- Consolidated Financial Statements and its consequential impact on the Consolidated Statement for the year endedMarch 31, 2025.
vi. Note 20.1 to the accompanying consolidated financial statement, the Holding Company's current borrowings as atMarch 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 whereprincipal 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 ^ 137.66lakhs included in other non-current assets as on March 31, 2025 have not been confirmed by banks/lenders. In caseswhere banks/lenders have given confirmation for interest outstanding, differences are noticed in the balances sinceBanks/lenders have stopped accrual of interest as the accounts of the Holding Company are classified as NPA in theirbooks. In the absence of such confirmation from banks/lenders or sufficient and appropriate alternate audit evidencefor differences, we are unable to comment on the adjustments and changes in results and classification of balancesin accordance with the principle of Ind AS 1, presentation of financial statements, that may be required to carryingvalue of the aforementioned balances in the accompanying consolidated financial statement. The audit Opinion on theconsolidated 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 followingrequirements of the Act towards which the Holding Company has not provided for penalty in its Consolidated financialstatements. Further, the additional impact 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 AGMfor 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 Auditor's Qualification
Trade receivables and other current assets as at March 31, 2025 include trade receivables amounting to ^ 75,814.87 lakhs (March31, 2024: ^ 75,752.07 lakhs) and unbilled revenue amounting ^ 454 lakhs (March 31, 2024: ^ 3,965.57 lakhs) & other receivableamounting ^ 611.02 lakhs respectively, in respect of projects which have been outstanding for a substantial period (includingreceivables in respect of projects closed/substantially closed). Based on the contract terms and the ongoing recovery/ arbitrationprocedures (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 balanceconfirmation and adjustments, if any.
The Group's non-current investments and trade receivable as at March 31, 2025 include investments in Supreme InfrastructureBOT 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 ResolutionProcess (“CIRP”) on an application filed by one of the financial creditor of SIBPL pursuant to which the Holding Company has lostcontrol over the SIBPL and accordingly SIBPL has ceased to be a subsidiary company and the said investments in SIBPL is shownas investments in associates. However, subsequently this financial creditor of SIBPL has provided an in principle approval for theresolution of the debt and is in the process of taking requisite action in furtherance, which would enable ending the CIRP processof 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 financial statements of SBIPL Group for financial year 2024-25 have notbeen included in the consolidated statement of the Group. Investment in this Company has been carried at cost under non currentinvestments. SIBPL has various Build, Operate and Transfer (BOT) SPVs under its fold. While SIBPL has incurred losses during itsinitial years and have accumulated losses, causing the net worth of the entity to be fully eroded as at March 31, March 2025, theunderlying projects are expected to achieve adequate profitability on substantial completion of the underlying projects..
Holding Company's Management is in discussion with the respective lenders, clients for the availability of right of way and otherrequired clearances and is confident of resolving the matter without any loss to the respective SPVs. Therefore, based on certainestimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basisof the orders of Hon'ble NCLAT for these step down subsidiaries, Management believes that the net-worth of SIBPL does notrepresent its true market value and hence carrying value of the non-current investments and Trade receivable as at March 31, 2025are considered as good and recoverable by Management of the Holding Company.
The Group's non-current investments, trade receivable and other current assets as at March 31, 2025 include investments inSupreme Panvel Indapur Tollways Private Limited (‘SPITPL'), a subsidiary company, and trade receivable and unbilled revenue fromsaid 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 Companyincorporated for the purpose of undertaking the work for construction of Panvel - Indapur NH-17 awarded by National HighwaysAuthority of India (“NHAI”) on built, operate and transfer basis. National Highways Authority of India (“NHAI”) had issued an intentto terminate notice to this subsidiary, the said notice has been subsequently stayed by order of the Hon'ble High Court of Delhiand the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties. In terms of the orderpassed by the Hon'ble Arbitral Tribunal dated March 10, 2023 in furtherance to the Hon'ble Apex Court directions dated February7, 2023, this subsidiary and NHAI have been directed to explore mutual conciliation under policy of NHAI, which are currentlyongoing. Meanwhile, On August 30, 2024, SPITPL has been admitted to Corporate Insolvency Resolution Process (“CIRP”) on anapplication filed by one of the financial creditor of SPITPL pursuant to which the Holding Company has lost control over the SPITPLand 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/or financial information of SPITPL for the period April 1, 2024 to March31, 2025, the financial statements of SPITPL for financial year 2024-25 have not been included in the consolidated statement ofthe Group and the assets and liabilities of SPITPL Group have been derecognised at their respective carrying values as at March31, 2024. The said order has been assailed by one of the suspended director before the Hon'ble National Company Law AppellateTribunal, Delhi Bench. Further, commercial operation date (COD) in respect of SPITPL has been delayed due to various reasonsattributable to the clients primarily due to non-availability of right of way, environmental clearances etc., receipt / payment ofCompany in terms of the one time fund infusion agreement between NHAI and Company. Holding Company's Management is indiscussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident ofresolving the matter without any loss. Therefore, based on certain estimates like future business plans, and ongoing discussions withthe clients and consortium lenders, Holding Company's Management believes that the net-worth of SPITPL does not represent itstrue market value and the realizable amount of SPITPL is higher than the carrying value of the non-current investments and tradereceivable 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 ofsection 92(1) and 137 of the Act. Compliance for the same will be done in due course.
Further, the other observations made by the Auditors in their report are self-explanatory and does not call for any further comment.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 Section148 of the Act and Rules made thereunder. In compliance with the provisions of Section 148 of the Act, the Board had at itsMeeting held on August 5, 2024, appointed M/s. Shashi Ranjan & Associates, Cost Accountants as Cost Auditors of the Companyfor 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 ofManagerial Personnel) Rules, 2014, the Company has appointed Amruta Giradkar & Associates, Company Secretary in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2024-2025 along with certainqualification, reservation or adverse remark annexed herewith as ‘Annexure-IV.
SECRETARIAL COMPLIANCE REPORT
In accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBICircular CIR/CFD/CMD1/27/2019 dated 8th February 2019, the Company has conducted a Secretarial Audit for the financial year2024-2025. This audit covers all applicable compliances as stipulated under the Securities and Exchange Board of India regulationsand related circulars and guidelines.
The Annual Secretarial Compliance Report, duly prepared and issued by Amruta Giradkar & Associates, Practicing CompanySecretaries, 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 BankruptcyCode, 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 PrivateLimited, Kopargaon Ahmednagar Tollways (Phase I) Private Limited, Supreme Vasai Bhiwandi Tollways Private Limited and SupremeManor Wada Bhiwandi Infrastructure Private Limited are under the CIRP Process and Sanjose Supreme Tollways DevelopmentPrivate 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 andpolicies conforming to the international standards. Our Company is fully committed to follow good Corporate Governance practicesand maintaining the highest business standards in conducting business. The Company continues to focus on building trust withshareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governanceviz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values. The report onCorporate Governance as stipulated under Regulation 34(3) read with para C of Schedule V of the Listing Regulations is presentedin a separate section forming part of this Annual Report.
A certificate from M/s. Amruta Giradkar and Associates, Company Secretaries in Practice, confirming compliance of conditions ofCorporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed with this Report.
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 beenfollowed 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 arereasonable 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 ofthe profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
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 controlsare adequate and were operating effectively;
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems 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 includingsexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objectiveof the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribea code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide byit. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations ofsexual 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: NACOMPLIANCE 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 theCompany 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 allthe employees and the continued co- operation and confidence of shareholders. The Board expresses their sincere thanks to theBankers, Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well-wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.
For and on behalf of the BoardSupreme Infrastructure India Limited
Sd/-
Vikram Bhawanishankar SharmaManaging Director
Date: July 9, 2025 DIN: 01249904
Place: Mumbai