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
Hon'ble 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 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 the year 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 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 Company's
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 |
COMPANY'S 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 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 IMPACTING THE 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 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 Company's 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 Company's 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 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. 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 arm's 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 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 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 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 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
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 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. Auditor's Qualification and Management's Reply on
standalone financial i. Note 11.3 to the accompanying standalone financial statements, the
Company's 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
management's 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 Company's 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 Company's 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 management's 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 Company's standalone
financial Statement for the previous year ended March 31, 2024wasalsomodifiedinrespect of
this matter.
Note 18.4 to the accompanying standalone financial Statements, the
Company's 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 Company's
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 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 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 Hon'ble 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 Hon'ble Arbitral Tribunal
dated March 10, 2023 in furtherance to the Hon'ble 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
management's 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 Company's
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 Company's 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 Company's 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 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) & 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 Company's 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
Hon'ble 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 Company's 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 Hon'ble 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 Company's 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 Hon'ble 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 Hon'ble Arbitral Tribunal dated March 10, 2023 in furtherance
to the Hon'ble 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 Hon'ble 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 Auditor's 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 Company's 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
management's 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 Company's
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 Company's 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 management's 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 Company's 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 Company's 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 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 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
Hon'ble 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
Hon'ble Arbitral Tribunal dated March 10, 2023 in furtherance to the Hon'ble
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 management's 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 Company's 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
Company's 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 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) & 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 Group's 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 Company's 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 Hon'ble 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 Group's 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 Hon'ble 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 Hon'ble Arbitral Tribunal dated March 10, 2023 in
furtherance to the Hon'ble 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 Hon'ble
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 Company's 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 Company's 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 |
|
|