Directors Report of Supreme Holdings & Hospitality (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting Forty Third (43^rd)
Annual Report and Audited Accounts of the Company for the
financial year ended 31^st March, 2025.

FINANCIAL RESULTS AND THE STATE OF AFFAIRS:

A) Standalone

Particulars	FY 2024-25	FY 2023-24
Total Income	69,39,77,642	76,82,15,804
Total Expenditure (excluding depreciation)	55,32,47,803	65,23,95,123
Profit before depreciation and Tax	14,07,29,839	11,58,20,681
Depreciation	36,99,980	36,63,955
Profit before Tax	13,70,29,859	11,21,56,726
Tax Expenses:
CurrentTax	3,45,51,107	3,62,49,634
Deferred Tax (net)	(15,09,999)	8,63,473
Net Profit for the year	10,39,88,750	7,50,43,619
Other Comprehensive Income (Net of Tax)	38,79,684	9,90,728
Total Comprehensive Income	10,78,68,434	7,60,34,347

B) Consolidated

Particulars	FY 2024-25	FY 2023-24
Total Income	69,77,83,055	77,80,73,221
Total Expenditure (excluding depreciation)	55,57,66,946	65,65,47,647
Profit before depreciation and Tax	14,20,16,110	12,15,25,574
Depreciation	36,99,980	36,63,955
Profit before Tax	13,83,16,130	11,78,61,619
Tax Expenses:
CurrentTax	3,47,68,306	3,80,22,565
Deferred Tax (net)	(15,09,999)	8,63,473
Net Profit for the year before Non- Controlling interest	10,50,57,823	7,89,75,581
Share of Profit transferred to Minority Interest	1,06,223	3,90,992
Profit after tax & Non Controling Interest	10,49,51,600	7,85,84,589
Other Comprehensive Income (Net of Tax)	38,79,684	9,90,728
Total Comprehensive Income	10,88,31,284	7,95,75,317

REVIEW OF OPERATIONS:

The Company is operating in the construction and development of
Residential and commercial projects.

The revenue from real estate activity is recognised in accordance
iwith the “Guidance Note on Accounting for Real Estate
Transactions (for entities to whom Ind AS is applicable)" issued by
Ithe Institute of Chartered Accountants of India (ICAI).

During the financial year under review, the total income of the
Company was at Rs. 69,39,77,642 /- as compared to Rs.
76,82,15,804/- in the previous year. The Company has reported net
.profit of Rs. 10,39,88,750 /- during the financial year under review
''as against profit of Rs. 7,50,43,620/- in the previous year.

Tracking Records for the year

The Company has consistently upheld an outstanding track record
of performance, and following a landmark year by completing both
the projects and getting listed on the National Stock Exchange of
India Limited in January 2025. At Belmac Residences, Pune, we
successfully delivered the final Tower B along with several key
''amenities, all on schedule. With the final tower being completed in
May 2025, the project is successfully completed.

Along with the Clubhouse the delivered amenities at Belmac
Residences, Pune include the landscape garden, football court, box
cricket, business center, toddler play area, kids'' play area, dog park,
gymnasium, spa, yoga centre, games room, family lounge, banquet
hall with spill over Garden and a state of art swimming pool and
much more, offering residents a lifestyle of comfort and
community. In our township project at Belmac Riverside, Panvel,
we proudly delivered and handed over homes in the final tower
Terra Gold. With the final tower completed in August 2024, the
project is successfully completed.

IBelmac Riverside is now home to over 200 families. Along with the
Terra Mustard tower allocated to economically weaker sections of
[society as part of the government''s Housing for All initiative, the
delivered amenities at Belmac Riverside, Panvel, include dedicated
garden for each phase Sky, Aqua & Terra Gardens, central lawn,
pergola stage, pizza oven, pet park, kids'' play area, basketball court,
volleyball court, cricket turf, multipurpose stage and much more.
At Belmac, our unwavering commitment lies in delivering on our
promises and fostering transparent, long-term relationships with
our customers. We continue to strive for excellence, shaping
communities where people feel proud to live.

Economy and Market Outlook

,In 2024, India''s real estate industry demonstrated notable
''resilience and adaptability, marked by innovation and a
progressive shift in the standards of luxury and sustainability. The
sector experienced significant evolution across both residential
and commercial segments, driven by substantial infrastructure
development, heightened consumer expectations, and a surge in
[investments across Tier 1 and Tier 2 urban centres.

Luxury housing continued its upward climb, driven by rising
incomes and changing lifestyle preferences. The green building
sector is witnessing substantial investments aimed at enhancing
Ithe energy efficiency of commercial properties. This trend is

primarily driven by the imperative to reduce operational costs,
increase asset value, and achieve sustainability objectives. Major
investment firms and climate-focused funds are actively allocating
capital towards the retrofitting and development of commercial
buildings incorporating environmentally sustainable technologies.
The sector is expected to thrive amid expanding commercial
operations and rising incomes, with a substantial US$24.7 trillion
investment opportunity in green buildings by 2030. There is a
discernible and accelerating shift in consumer preference toward
energy-efficient and environmentally responsible housing across
the residential, commercial, and industrial sectors.

During the year India witnessed robust infrastructure
development, underpinned by a record capital outlay of ^11.11
lakh crore, constituting 3.4% of GDP. Key initiatives included the
expansion of the National Highways network, accelerated
implementation of the PM Gati Shakti Master Plan, and enhanced
urban connectivity through metro and airport projects. The
government also promoted private sector participation via
viability gap funding and introduced policy frameworks to support
sustainable and integrated infrastructure growth across sectors

Completed Projects

Belmac has successfully delivered two landmark township
projects—Belmac Residences in Pune and Belmac Riverside in
Panvel. Both developments were completed within the committed
timelines, exemplifying Belmac''s dedication to quality,
transparency, and timely execution. These premium projects
reflect the company''s vision of creating thoughtfully designed,
community-centric living spaces that enhance residents quality of
life.

Belmac Residences, located in the prime locale of New Kalyani
Nagar, Belmac Residences is a luxury township spread across 6
acres, featuring 6 opulent towers and 40 world-class amenities.
Designed to provide a refined and peaceful living experience, the
project offers spacious apartments that combine elegance with
functionality. The final tower, B Infinity, was completed in May
2025, marking the successful conclusion of the project, cementing
Belmac''s commitment to delivering joyful, community-driven
living.

Belmac Riverside, Strategically located in Panvel, at the heart of
the Mumbai Metropolitan Region (MMR), Belmac Riverside is a
beautifully crafted township spanning 5.5 acres. The project
features 4 residential towers and dedicates a remarkable 85.5% of
its space to open and green areas, promoting wellness and serene
living. Completed with robust infrastructure and seamless
connectivity, the project offers 20 premium amenities..

Insight into our Future

Recognizing the dynamic transformation and immense growth
potential of Panvel, Belmac is gearing up to introduce its next iconic
residential development: Belmac Codename. This phenomenal
mega township, sprawling across 11.43 acres of prime land, will
embody cutting- edge architecture and contemporary design
elements. Crafted to cater to the aspirations of modern
homebuyers, it will feature a comprehensive range of lifestyle
amenities, setting a new benchmark for urban living in the region.
Belmac Codename will stand as a landmark development
strategically located, masterfully planned, and distinctly designed
to deliver both comfort and distinction in equal measure.

Further strengthening our presence in Panvel, we are in advanced

stages of planning for the first neo-classical style residential
project in the city. Situated in Town Planning Scheme-2 within the
NAINA area, this upcoming development will blend timeless
architecture with modern functionality. Construction currently in
progress, and more details will be unveiled as the project evolves.

DIVIDEND:

The Board, exercising financial prudence, has opted to retain
earnings to support uninterrupted operations and future strategic
requirements. Consequently, no dividend has been proposed for
the financial year 2024-25.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves
during the financial year 2024-25.

SHARE CAPITAL:

The authorized share capital of the Company is Rs. 40,00,00,000
divided into 4,00,00,000 Equity Shares of Rs. 10/- each. At the
beginning of the financial year under review, the issued, subscribed
and fully paid up capital of the Company was Rs. 37,17,68,530/-
divided into 3,71,76,853 Equity Shares of Rs. 10/- each. During the
financial year under review, following change took place in the
share capital of the Company:

On October 29, 2024, the Company issued 14,70,000 Equity Shares
of Rs. 10/- each, on preferential basis.

Post aforesaid change, the issued, subscribed and fully paid up
capital of the Company was Rs. 38,64,68,530/- divided into
3,86,46,853 Equity Shares of Rs. 10/- each

There was no buyback offer made by the Company during the
financial year under review.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during
the financial year under review.

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013:

During the financial year under review, your Company did not
accept any deposit within the meaning of the provisions of Chapter
V - Acceptance of Deposits by Companies, of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules,
2014. Hence, no amount on account of principal or interest on
public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR
INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees and investments as per Section
186 of the Companies Act, 2013 by the Company, have been
disclosed in the financial statements provided in this annual
report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND:

The Company has not transferred any shares to the Investor
Education and Protection Fund established by the Central

Government for the financial year under review.

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules
framed thereunder, the extract of the Annual Return for FY 2024¬
25 is uploaded on the website of the Company
www.supremeholdings.net.

PARTICULARS OF EMPLOYEES:

The information on employee particulars as required under
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 from time to time, are given in
''''Annexure - I", forming part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All contracts, arrangements and transactions entered into by the
Company during the financial year under review with related
parties were on an arm''s length basis and in the ordinary course of
business.

All Related Party Transactions were placed before the Audit
Committee for approval. Omnibus approval of the Audit Committee
was obtained for the transactions which were of a repetitive nature.
The transactions entered into pursuant to the omnibus approval so
granted were reviewed and statements giving details of all related
party transactions were placed before the Audit Committee on a
quarterly basis.

The policy on Related Party Transactions is hosted on the website
of the Company under the web link
https://supremeholdings.net/company-policies

SUBSIDIARY COMPANY:

Your Company has two Wholly Owned Subsidiary Companies
namely Helmet Traderz Limited and Belmaac City Developers
Private Limited and one Subsidiary Company namely Visana
Infrastructure Private Limited as on 31st March, 2025.

As per the provisions of Section 129 of the Companies Act, 2013
read with Rule 5 of Companies (Accounts) Rules, 2014, a separate
statement containing the salient features of the Financial
Statements of the Subsidiary Companies/ Associate
Companies/Joint Ventures as at 31^st March, 2025 in Form AOC-1 is
annexed to this Board''s Report in “Annexure II".

The policy on determining Material Subsidiaries as approved by
the Board is hosted on the website of the Company under the web
link https://suDremeholdings.net/companv-Dolicies

NOMINATION AND REMUNERATION COMMITEE:

The Company has in place a Nomination and Remuneration
Committee in accordance with the requirements of the Companies
Act, 2013 read with the rules made thereunder and Regulation 19
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details relating to the same are given in
“Annexure III" - Report on Corporate Governance forming part of
this Board Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year of the Company to which the
financial statements relate and the date of the report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for Directors and employees in
confirmation with Section 177(9) of the Act and Regulation 22 of
Listing Regulations, to report concerns about unethical behaviour.
This Policy is available on the Company''s website on under the web
link httDs://www.suDremeholdings.net/comDanv-Dolicies.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

Your Company continues to be committed to good corporate
governance aligned with the best corporate practices. It has also
complied with various standards set out by Securities and
Exchange Board of India, the Bombay Stock Exchange Limited
(BSE) and National Stock Exchange of India Limited (NSE). The
Management Discussion and Analysis Report for the financial year
2024-25, as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of the
Annual Report.

For the financial year ended March 31, 2025, your Company has
complied with the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable
rules and regulations with respect to Corporate Governance,
except as expressly stated in Annexure III - Report on Corporate
Governance.

A certificate from a Practising Company Secretary obtained by the
Company regarding such compliance of conditions of Corporate
Governance is annexed to the Corporate Governance Report which
forms part of the Annual Report.

RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy
commensurate with size and nature of business to ensure that all
the current and future material risk exposures of the Company are
identified, assessed, quantified, appropriately mitigated,
minimised and managed. There are no elements of risk which in the
opinion of the Board may threaten the existence of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies
Act, 2013 and in terms of the Articles of Association of the
Company, Mr. Vidip Jatia (DIN: 06720329), retires by rotation at the
forthcoming Annual General Meeting and, being eligible, offers
himself for reappointment.

The term of appointment of Mr. Vidip Jatia, Managing Director and
Mrs. Namita Jatia, Whole-time Director will expire on May 12, 2026
and February 13, 2026 respectively and the proposal for their re¬
appointment effective from May 13, 2026 and February 14, 2026
for a further term of five years are included in the notice to the
Annual General Meeting for approval of the Members.

Mrs. Shruti Sunil Jatia (DIN: 05009237) resigned from the post of
Independent Directorship of the Company with effect from 16th
April, 2024. The Board placed on record her appreciation for the
assistance and guidance provided by her during her tenure as the
Independent Director of the Company.

Further, during the financial year under review there were no other
change in composition of Board of Directors of the Company.

The Company has appointed Mr. Ashok Chabildas Shah (DIN:
00077889) as an Additional Non-Executive Independent Director
of the Company, to hold the office for the term of 5 consecutive
years with effect from April 07, 2025 upto and including April 06,
2030. The said appointment has been approved by the
Shareholders of the Company at their Extra Ordinary General
Meeting held on July 05, 2025.

During the financial year under review following changes took
place in respect of Key Managerial Personnel:

• Pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board at its Meeting held on
June 04, 2024, approved the appointment of Mr. Rohan
Chinchkar (ACS 56176) as the Company Secretary and
Compliance Officer with effect from June 04, 2024.

DECLARATION OF INDEPENDENCE:

The Company has received Declarations of Independence as
stipulated under Section 149(7) of the Companies Act, 2013 from
Independent Directors confirming that he/she is not disqualified
from appointing/continuing as Independent Director as laid down
in section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Independent Directors
have complied with the Code for Independent Directors prescribed
in Schedule IV to the Companies Act, 2013.

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

The Board of Directors, based on the declaration(s) received from
the Independent Directors, have verified the veracity of such
disclosures and confirm that the Independent Directors fulfil the
conditions of independence specified in the Listing Regulations
and the Companies Act, 2013 and are independent of the
management of the Company.

In the opinion of the Board, all the Independent Directors are
persons possessing attributes of integrity, expertise and
experience as required under the applicable laws, rules and
regulations.

The Company has issued letters of appointment/ reappointment to
Independent Directors in the manner as provided under
Companies Act, 2013.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD,
COMMITTEES AND DIRECTORS:

The Board of Directors has carried out an annual evaluation of its
own performance, Board Committees, and Individual Directors
pursuant to the provisions of the Companies Act, 2013 and SEBI

(Listing Obligations & Disclosure Requirements) Regulations,
2015.

In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole and the
Chairman of the Company was evaluated. Further, the Independent
Directors in the said meeting had also assessed the quality,
quantity and timeliness of flow of information between the
Company management and the Board.

Performance evaluation of Independent Directors was done by the
entire board, excluding the Independent Director being evaluated.

The performance evaluation of the Board was based on the criteria
such as the board composition and structure, information and
functioning, succession planning, strategic planning, etc.

The performance evaluation of the committees was based on the
criteria such as structure of the committee and meetings,
effectiveness of committee meetings, frequency of the meetings,
etc.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

Pursuant to requirements of Regulation 25 of SEBI Listing
Regulations, 2015, your Company has in place the familiarisation
programme for Independent Directors with regard to their role,
duties and responsibilities, nature of the industry in which the
Company operates, business/operating model of the Company etc.
The Board Members are provided with all necessary
documents/reports and internal policies to enable them to
familiarise with the Company''s procedures and practices. The
details of the training and familiarization program are provided in
the Corporate Governance report.

The Company''s Policy of conducting the familiarization
programme has been hosted on the website of the Company under
the web link https: //www.supremeholdings.net/company-
policies.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year under review, Seven (7) Board Meetings
were held. The details of which are given in the Corporate
Governance Report, which forms a part of the Annual Report. The
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of the Section 203 of the Companies Act,
2013, the Key Managerial Personnel of the Company as on the date
of this Report are:

- Mr. Vidip Jatia, Chairman, Managing Director and Chief Financial
Officer

- Mrs. Namita Jatia, Whole-time Director

- Mr. Rohan Chinchkar, Company Secretary & Compliance Officer

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the
Companies Act, 2013 with respect to Directors'' responsibility
statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year
ended 31^st March, 2025, the applicable Accounting Standards

have been followed along with proper explanations relating to material departures;

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

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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
irregularities;

iv) That the Directors have prepared the accounts on a going concern basis;

v) That 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;

vi) That 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.

COMMITTEES OF BOARD:

Committees appointed by the Board focus on specific areas and take informed decisions within the framework of delegated authority and
make specific recommendations to the Board on matters in their areas or purview.

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

The details pertaining to the composition of the Committees are included in the Corporate Governance Report, which is a part of this report.
However, the Company is not required to form/maintain Risk Management Committee as it is applicable to top 1000 listed companies.

AUDITORS AND AUDITORS REPORT:

The Shareholders of the Company at the Forty Second Annual General Meeting (AGM) held on September 27, 2024, had re-appointed M/s.
Mittal Agarwal & Co., Chartered Accountants (Firm Registration No. 131025W) as Statutory Auditors of the Company for a period of 5 years
commencing from the conclusion of Forty Second AGM till the conclusion of the Forty Seventh AGM. The Report given by the Auditors on the
Financial Statements of your Company forms part of this Annual Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Mittal Agarwal & Co., Statutory Auditors in their
Report for FY 2024-25. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the
financial year under review.

SECRETARIAL AUDITOR:

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 30, 2025,
based on recommendation of the Audit Committee, has approved the appointment of M/s. Khyati Shah & Co., Practising Company
Secretaries, a peer reviewed proprietorship firm (FCS: 8686; CP No.: 9574) as Secretarial Auditors of the Company for a term of five
consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

The Report of the Secretarial Auditor in Form MR-3 for FY 2024-25 is appended as “Annexure IV" to this Board''s Report.

Qualification made by secretarial auditor -

1. There was a delay of 6 (six) days in the appointment of the Company Secretary as Compliance Officer as per Regulation 6 of SEBI (LODR).
BSE Limited imposed a monetary penalty on the Company for the said non-compliance and the same was paid.

2. There was a delay in submission of proceedings of Annual General Meeting of the Company held on September 27, 2024. Subsequently, the
Company filed revised Corporate announcement along with explanation for delayed submission.

Explanation by Board -

1. The Company has paid the requisite amount of fine and has taken necessary steps to avoid such instances of delays.

2. The Company filed revised Corporate announcement along with explanation for delayed submission and has taken necessary steps to
avoid such instances of delays.

The Secretarial Auditor has not reported any incident of fraud during the financial year under review.

INTERNAL AUDITOR:

Your Company has appointed M/s. M J S P & Associates, Chartered Accountants (FRN: 147743W) be and are hereby appointed as Internal
Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014,
in the Board Meeting held on 27^th May, 2024 for the financial year 2024-25.

DISCLOSURE REQUIREMENTS:

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which
forms part of the Annual Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

Your Directors are pleased to inform you that the Company got listing approval from National Stock Exchange of India Limited vide letter
NSE/LIST/185 dated January 31, 2025 and securities of the Company were listed and admitted to dealings on the Exchange w.e.f. February
03, 2025. This approval by the NSE constitutes a significant regulatory milestone for the Company.

During the financial year under review, the Company submitted an application to the Reserve Bank of India (RBI) on January 17, 2024,
seeking compounding of a contravention under the Foreign Exchange Management Act, 1999, relating to a delayed filing of an earlier Form
FC-GPR (Part A). The RBI, after reviewing the application, compounded the contravention vide its Compounding Order dated July 2, 2024,
upon payment of a compounding fee of ^22,500/-. The Company has duly complied with all requirements stipulated in the said order.

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

A. Conservation of Energy

i. The steps taken or impact on conservation of energy:

Though our operations are not energy - intensive, efforts have been made to conserve energy by utilizing energy- efficient
equipment.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. In
future your Company will take steps to conserve energy and use alternative sources of energy such as solar energy.

iii. The Capital investment on energy conservation equipment:

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. Your Company
has not made any investment on energy conservation equipment.

B. Technological Absorption:

i. The efforts made towards technology absorption:

During the financial year the Company does not have any plant & machinery. Therefore, no technology absorption and research
and development activity are carried out.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

No such specific benefit derived during the financial year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: Nil (Previous year- Nil)

Foreign Exchange Outgo: Sales and Marketing Expenses and Foreign Travelling Expenses- Rs. 2.84 lakhs (Previous Year-Rs. 6.05 lakhs)

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent
and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.

Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received by the Company during the F.Y. 2024-25.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed
thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women
employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary

internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its
workforce as on the March 31, 2025.

Male Employees: 12
Female Employees: 7
Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all individuals,
regardless of gender.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Your Company has implemented Internal Financial Controls over financial reporting through policies, procedures and guidelines. The
controls are tested for its effectiveness. The approved schedule of powers is used to control the approval process for various activities, based
on hierarchical value limits and segregation of duties.

A combination of these system enables your Company to maintain a robust design of controls and its operating effectiveness is ensured
through periodical internal checks and audit.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the applicable rules made there under, the
Company has a duly constituted CSR Committee. The details of the Committee are provided in the Corporate Governance Report of the
Company, which forms part of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the
website of the Company and can be accessed through the web link httDs://www.suDremeholdings.net/companv-Dolicies.The Annual
Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as
“Annexure - V", which forms part of this Report.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules
made there under.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
financial year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the financial year under review hence no disclosure is required.

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records as specified under Section 148 (1) of the Companies Act, 2013 and such accounts and
records are made and maintained by the Company for the financial year 2024-25.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation
extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Sd/- Sd/-

Vidip Jatia Namita Jatia

Chairman & Managing Director Executive Director

DIN 06720329 DIN:07660840

Place: Pune

Date: 21^st August, 2025

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Mar 31, 2024

Your Directors have pleasure in presenting Forty Second (42^nd) Annual Report and Audited Accounts of the Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS AND THE STATE OF AFFAIRS:

A) Standalone (amount in Rs.)
Particulars	FY 2023-24	FY 2022-23
Total Income	76,82,15,804	76,13,46,774
Total Expenditure (excluding depreciation)	65,23,95,123	61,50,28,535
Profit before depreciation and Tax	11,58,20,681	14,63,18,239
Depreciation	36,63,955	40,55,144
Profit before Tax	11,21,56,726	14,22,63,095
Tax Expenses:
CurrentTax	3,62,49,634	2,39,37,205
Deferred Tax (net)	8,63,473	(4,98,192)
Net Profit for the year	7,50,43,619	11,88,24,082
Other Comprehensive Income (Net of Tax)	9,90,728	5,55,391
Total Comprehensive Income	(7,60,34,347	11,93,79,473
B) Consolidated (amount in Rs.)
Particulars	FY 2023-24	FY 2022-23
Total Income	(77,80,73,221	76,68,54,661
Total Expenditure (excluding depreciation)	65,65,47,647	61,96,50,950
Profit before depreciation and Tax	12,15,25,574	14,72,03,711
Depreciation	36,63,955	40,55,144
Profit before Tax	(11,78,61,619	14,31,48,567
Tax Expenses:
CurrentTax	3,80,22,565	2,41,79,554
Deferred Tax (net)	8,63,473	(4,98,193)
Net Profit for the year before Non- Controlling interest	7,89,75,581	11,94,67,206
Share of Profit transferred to Minority Interest	3,90,992	68,726
Profit after tax & Non Controling Interest	7,85,84,589	11,93,98,480
Other Comprehensive Income (Net of Tax)	9,90,728	(11,24,409)
Total Comprehensive Income	7,95,75,317	11,82,74,071

REVIEW OF OPERATIONS:

The Company is operating in the construction and development of residential and commercial projects.

The revenue from real estate activity is recognised in accordance with the “Guidance Note on Accounting for Real Estate Transactions (for entities to whom Ind AS is applicable)" issued by the Institute of Chartered Accountants of India (ICAI).

During the financial year under review, the total income of the Company was at Rs. 76,82,15,804/- as compared to Rs. 76,13,46,774/- in the previous year. The Company has reported net profit of Rs. 7,50,43,619/- during the financial year under review as against profit of Rs. 11,88,24,082/- in the previous year.

Tracking Records for the year

Belmac has consistently maintained an outstanding track record of results. Following a definitive year, we are striving for even more positive outcomes. At Belmac Residences, Pune, we successfully delivered one tower along with several amenities in schedule. After the possession of Tower F in January 2024, we also delivered the clubhouse with a marvellous Belmac Fiesta Event. Various amenities include a business center, kids'' play area, Dog Park, Gymnassium, Spa, Banquet Hall with spill over Garden and a state of the art Swimming Pool. The development of our final tower, B Infinity, is progressing rapidly and is expected to be completed by June 2025.

Within our Township project in Panvel - Belmac Riverside we were successful in delivering and handing over the dream homes of Terra Olive and Terra Mustard Societies. The Terra Mustard society has been allotted to Economically weaker sections of the society in order to encourage Housing For All. The same was executed in collaboration of Belmac with CIDCO. Additionally, Belmac Riverside is now home to over 200 families, with many more preparing to move in as Tower Terra Gold is ready for possession. Terra Gold, the last tower at Belmac Riverside, is advancing impressively, with its complete structure finished within a year. Featuring the most spacious and premium apartments of the project, Terra Gold will be delivered as scheduled. We have also recently introduced new amenities for residents, including a pet park, a kids'' play area, and a volleyball court. Belmac remains committed to upholding its promises and fostering transparent and supportive relationships with its customers.

Economy and Market Outlook

In 2023, the real estate sector in India is poised for transformative growth driven by the adoption of smart home technology and sustainable practices. With over 2 billion connected devices in Indian homes by 2021, the integration of IoT-enabled appliances like touchless kitchen chimneys and AI-powered water purifiers is set to enhance energy efficiency and attract environmentally conscious consumers. This trend is complemented by a rising demand for eco-friendly real estate, evidenced by a 31% increase in green assets across major cities over the past decade. As green buildings can significantly cut energy and water use, developers investing in sustainable materials and renewable energy solutions are likely to gain a competitive edge. The sector is expected to thrive amid expanding commercial operations and rising incomes, with a substantial US$24.7 trillion investment opportunity in green

buildings by 2030. This alignment with environmental goals positions real estate as a robust investment avenue, balancing economic growth with ecological responsibility.

The year was full of successful launches of new infrastructure developments such as the Atal Setu, Mumbai Coastal Road thus paving way for the company''s future projects. These projects not only improve the accessibility of the locations where our company is located in, but also ready the entire MMR for the new Navi Mumbai Airport which is poised to be inaugurated in the next financial year.

Ongoing Projects

Belmac is successfully developing two mega townships, Belmac Residences and Belmac Riverside, in Pune and Panvel, respectively. Both projects have been completed successfully and delivered within the promised timeframe. These exquisitely designed, community-based developments boast unbounded comfort and facilitate an exemplary lifestyle.

Belmac Residences, a luxury project situated in the sought-after location of New Kalyani Nagar, offers a premium lifestyle spanning over 6 acres. The project comprises 6 opulent towers with a range of luxurious apartments and is equipped with 40 world-class amenities. Everything one needs is within the proximity of Belmac Residences, complemented by its peaceful surroundings with minimal disturbances.

Belmac Riverside, located in the prime city of Panvel, stands at the epicenter of the MMR. It benefits from smooth transport networks and robust social infrastructure. Spread over 5.5 acres, Belmac Riverside features an aspirational community with only 4 towers, dedicating 85.5% of the space to open areas. The project is enveloped in lush greenery and a serene atmosphere, with 20 finest amenities catering to the recreational needs of residents.

Insight into our Future

Considering the substantial transformation and foreseen growth of Panvel, we are envisioning Belmac Codename, a phenomenal mega township in the city. Sprawling over 11.43 acres of plush land parcel, it will be a state-of-the-art residential development exhibiting magnificent architectural and contemporary features. It will be inclusive of all necessary amenities to cater to every aspiration of modern homebuyers. Belmac Codename will be an exceptional residential structure, carved out precisely within the best location to stand out among others.

Belmac is also in advance talks of launching the first neo classical style project in Panvel located in Town Planning Scheme-2 in NAINA area. The approvals are underway and further information will be shared once futher progress is made in the project.

It is our constant endevour to provide good quality homes to our customers which are not only Landmarks but which last Generations. We are constantly analysing and evaluating new proposals in and around Pune and Mumbai Metropolitan Region with a skilled Business Development team. We have been persistent in innovative designs that resonate with ever-evolving market trends. The concept of design is paramount for us, and we pay detailed attention to every corner. Every space is finely crafted to enhance the living experience of our clientele. With our visionary team, we are exploring potential markets and working towards expanding our footprint. Future projects in Panvel will be

built under the banner of Belmac City in Navi Mumbai, reinforcing our commitment to creating premier residential communities in the region.

DIVIDEND:

The Board thought it fit to conserve cash for continuing its business operations smoothly and therefore, did not recommend any dividend for the financial year 2023-24.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves during the financial year 2023-24.

CONVERSION OF WARRANTS ISSUED TO PROMOTERS TO INTO EQUITY SHARES

Pursuant to the provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations) and the approval accorded by the members of the Company, the Company had issued 17,00,000 Convertible Warrants on Preferential basis to the Promoters / Promoter Group Shareholders of the Company at a price of 23/- per warrant (including premium of 13/- per warrant) as per the applicable SEBI ICDR Regulations and upon receipt of the consideration amounting to Rs. 97.75 Lakhs (towards 25% of the issue price) the Company had allotted partly paid warrants to the allottees on 18^th May, 2022.

As per terms of the preferential issue these warrants were converted into equity shares of the Company upon receipt of the balance 75% amounting to Rs. 293.25 lakhs from the allottees. The Equity Shares allotted consequent to the conversion of the Warrants are listed and traded on BSE.

SHARE CAPITAL:

The authorized share capital of the Company is Rs. 40,00,00,000 divided into 4,00,00,000 Equity Shares of Rs. 10/- each. At the beginning of the financial year under review, the issued, subscribed and fully paid up capital of the Company was Rs. 35,47,68,530/-divided into 3,54,76,853 equity shares of Rs. 10/- each. During the financial year under review, following change took place in the share capital of the Company:

On 16th November, 2023, the Company converted 17,00,000 Convertible Warrants into Equity Shares of Rs. 10/- each, which were allotted on 18th May, 2022.

Post aforesaid change, the issued, subscribed and fully paid up capital of the Company was Rs. 37,17,68,530/- divided into 3,71,76,853 Equity Shares of Rs. 10/- each

There was no buyback offer made by the Company during the financial year under review.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the financial year under review.

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013:

During the financial year under review, your Company did not accept any deposit within the meaning of the provisions of Chapter

V - Acceptance of Deposits by Companies, of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements provided in this annual report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has not transferred any shares to the Investor Education and Protection Fund established by the Central Government for the financial year under review.

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 202324 is uploaded on the website of the Company www.supremeholdings.net.

PARTICULARS OF EMPLOYEES:

The information on employee particulars as required under 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 from time to time, are given in "Annexure - I", forming part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements and transactions entered into by the Company during the financial year under review with related parties were on an arm''s length basis and in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis.

The policy on Related Party Transactions is hosted on the website of the Company under the web link https://supremeholdings.net/company-policies.html

SUBSIDIARY COMPANY:

Your Company has two Wholly Owned Subsidiary Companies namely Helmet Traderz Limited and Belmaac City Developers Private Limited and one Subsidiary Company namely Visana Infrastructure Private Limited as on 31st March, 2024.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial

Statements of the Subsidiary Companies/ Associate Companies/Joint Ventures as at 31^st March, 2024 in Form AOC-1 is annexed to this Board''s Report in "Annexure II".

The policy on determining Material Subsidiaries as approved by the Board is hosted on the website of the Company under the web link httDs://suDremeholdings.net/companv-Dolicies.html

NOMINATION AND REMUNERATION COMMITEE:

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in "Annexure III" - Report on Corporate Governance forming part of this Board Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company''s website on under the web link httDs://www.suDremeholdings.net/comDanv-Dolicies.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by Securities and Exchange Board of India and the Bombay Stock Exchange (BSE). The Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

For the financial year ended 31st March, 2024, your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules and regulations with respect to Corporate Governance.

A certificate from a Practising Company Secretary obtained by the Company regarding such compliance of conditions of Corporate Governance is annexed to the Corporate Governance Report which forms part of the Annual Report.

RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimised and managed. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Namita Prateek Jatia (DIN: 07660840), retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for reappointment.

Further, during the financial year under review there were no change in composition of Board of Directors of the Company.

However, Mrs. Shruti Sunil Jatia resigned from post of Independent Directorship of the Company with effect from 16th April, 2024. The Board placed on record her appreciation for the assistance and guidance provided by her during her tenure as the Independent Director of the Company.

During the financial year under review following changes took place in respect of Key Managerial Personnel:

• Mr. Rohan Chinchkar (ACS 56176), Company Secretary and Compliance officer of the Company tendered his resignation from the position of Company Secretary and Compliance Officer, with effect from closing of working hours of 17th April, 2023.

• Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on 1st July, 2023, approved the appointment of Ms. Riddhi Rajesh Doshi (ACS 71267) as the Company Secretary and Compliance Officer with effect from 1st July, 2023. However, she tendered her resignation from the position of Company Secretary and Compliance Officer, with effect from closing of working hours of 2nd November, 2023.

• Further, Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on 24th January, 2024, approved the appointment of Ms. Pallavi Ronit Passwala (ACS 60877) as the Company Secretary and Compliance Officer with effect from 24th January, 2024. However, she tendered her resignation from the position of Company Secretary and Compliance Officer, with effect from closing ofworking hours of 29th February, 2024.

The position of Company Secretary and Compliance Officer was vacant thereafter. Mr. Rohan Chinchkar (ACS 56176) was appointed as Company Secretary of the Company w.e.f. 4th June, 2024.

DECLARATION OF INDEPENDENCE:

The Company has received Declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from Independent Directors confirming that he/she is not disqualified from appointing/continuing as Independent Director as laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

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

The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirm that the Independent Directors fulfil the conditions of independence specified in the Listing Regulations and the Companies Act, 2013 and are independent of the management of the Company.

In the opinion of the Board, all the Independent Directors are persons of possessing attributes of integrity, expertise and experience as required under the applicable laws, rules and regulations.

The Company has issued letters of appointment/ reappointment to Independent Directors in the manner as provided under Companies Act, 2013.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. Further, the Independent Directors in the said meeting had also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

The performance evaluation of the Board was based on the criteria such as the board composition and structure, information and functioning, succession planning, strategic planning, etc.

The performance evaluation of the committees was based on the criteria such as structure of the committee and meetings, effectiveness of committee meetings, frequency of the meetings, etc.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DI R ECTORS:

Pursuant to requirements of Regulation 25 of SEBI Listing Regulations, 2015, your Company has in place the familiarisation programme for Independent Directors with regard to their role, duties and responsibilities, nature of the industry in which the Company operates, business/operating model of the Company etc. The Board Members are provided with all necessary documents/reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The details of the training and familiarization program are provided in the Corporate Governance report.

The Company''s Policy of conducting the familiarization programme has been hosted on the website of the Company under the web link https: //www.supremeholdings.net/company-policies.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year under review, Seven (7) Board Meetings were held. The details of which are given in the Corporate Governance Report, which forms a part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this Report are:

- Mr. Vidip Jatia, Chairman, Managing Director and Chief Financial Officer

- Mrs. Namita Jatia, Whole-time Director

- Mr. Rohan Chinchkar, Company Secretary & Compliance Officer DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

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

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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 irregularities;

iv) That the Directors have prepared the accounts on a going concern basis;

v) That 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;

vi) That 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.

COMMITTEES OF BOARD:

Committees appointed by the Board focus on specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board on matters in their areas or purview.

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

The details pertaining to the composition of the Committees are included in the Corporate Governance Report, which is a part of this report. However, the Company is not required to form/maintain Risk Management Committee as it is applicable to top 1000 listed companies.

AUDITORS AND AUDITORS REPORT:

M/s. Mittal Agarwal & Company, Chartered Accountants (Firm Registration No. 131025W) the Statutory Auditors of the Company, will hold office till the conclusion of the Forty Second Annual General Meeting of the Company.

The Board of Directors recommends re-appointment of Statutory Auditor of the Company, M/s. Mittal Agarwal & Company, Chartered Accountants [ICAI Registration No. 131025W] for further tenure of five years ie. upto the conclusion of 47th Annual General meeting of the company to be held in the year 2029.

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Mittal Agarwal & Company, Statutory Auditors in their Report for FY 2023-24. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

SECRETARIAL AUDITOR:

Your Company has appointed M/s. Khyati Shah & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in the Board Meeting held on 26^th May, 2023. The Report of the Secretarial Auditor in Form MR-3 for FY 2023-24 is appended as "Annexure IV" to this Board''s Report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in their report. The Secretarial Auditor has not reported any incident of fraud during the financial year under review.

INTERNAL AUDITOR:

Your Company has appointed M/s. M J S P & Associates, Chartered Accountants (FRN: 147743W) as Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, in the Board Meeting held on 26^th May, 2023 for the financial year 2023-24.

DISCLOSURE REQUIREMENTS:

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms part of the Annual Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

During the financial year under review, the Company submitted an application to the Reserve Bank of India on 17^th January, 2024 for compounding of contravention of the provisions of the Foreign Exchange Management Act, 1999 for delay in filing of Form FC GPR (Part A). The Hon''ble Reserve Bank of India reviewed the application and compounded the contravention vide Compounding Order dated 2^nd July, 2024 subject to compounding fees of Rs. 22,500/-. As on the date of this report, the Company has complied with the requirements outlined in the order.

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

A. Conservation of Energy

i. The steps taken or impact on conservation of energy:

Though our operations are not energy - intensive, efforts have been made to conserve energy by utilizing energy- efficient equipment.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. In future your Company will take steps to conserve energy and use alternative sources of energy such as solar energy.

iii. The Capital investment on energy conservation equipment:

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. Your Company has not made any investment on energy conservation equipment.

B. Technological Absorption:

i. The efforts made towards technology absorption:

During the financial year the Company does not have any plant & machinery. Therefore, no technology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

No such specific benefit derived during the financial year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: Nil (Previous year- Nil)

Foreign Exchange Outgo: Sales and Marketing Expenses and Foreign Travelling Expenses- Rs. 6.05 lakhs (Previous Year-Rs. 7.95 lakhs) DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of

Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received by the Company during the F.Y. 2023-24.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Your Company has implemented Internal Financial Controls over financial reporting through policies, procedures and guidelines. The controls are tested for its effectiveness. The approved schedule of powers is used to control the approval process for various activities, based on hierarchical value limits and segregation of duties.

A combination of these system enables your Company to maintain a robust design of controls and its operating effectiveness is ensured through periodical internal checks and audit.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the applicable rules made there under, the Company has a duly constituted CSR Committee. The details of the Committee are provided in the Corporate Governance Report of the Company, which forms part of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link https://www.supremeholdings.net/company-policies.The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure - V", which forms part of this Report.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the financial year under review hence no disclosure is required.

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records as specified under Section 148 (1) of the Companies Act, 2013 and such accounts and records are made and maintained by the Company for the financial year 2023-24.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

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Mar 31, 2023

SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

The Directors have pleasure in presenting Forty First (41^st) Annual Report and Audited Accounts of the Company for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS AND THE STATE OF AFFAIRS:

A) Standalone

(amount in Rs.)
Particulars	FY 2022-23	FY 2021-22
Total Income	76,13,46,774	77,84,01,388
Total Expenditure (excluding depreciation)	61,50,28,536	62,02,48,344
Profit before depreciation and Tax	14,63,18,238	15,81,53,044
Depreciation	40,55,144	40,63,763
Profit before Tax	14,22,63,094	15,40,89,281
Tax Expenses:
Current Tax	2,39,37,205	2,36,54,593
Deferred Tax (net)	4,98,193	20,64,822
Net Profit for the year	11,88,24,082	12,83,69,866
Other Comprehensive Income (Net of Tax)	5,55,391	(7,84,065)
Total Comprehensive Income	11,93,79,473	12,75,85,801
B) Consolidated (amount in Rs.)
Particulars	FY 2022-23	FY 2021-22
Total Income	76,68,54,661	77,92,69,739
Total Expenditure (excluding depreciation)	61,96,50,950	62,07,97,905
Profit before depreciation and Tax	14,72,03,711	15,84,71,834
Depreciation	40,55,144	40,63,763
Profit before Tax	14,31,48,567	15,44,08,071
Tax Expenses:
Current Tax	2,41,79,554	2,36,54,593
Deferred Tax (net)	(4,98,193)	19,44,293
Net Profit for the year before Non- Controlling interest	11,94,67,206	12,88,09,185
Share of Profit transferred to Minority Interest	68,726	Nil
Profit after tax & Non Controling Interest	11,93,98,480	12,88,09,185
Other Comprehensive Income (Net of Tax)	(11,24,409)	(91,83,065)
Total Comprehensive Income	11,82,74,071	11,96,26,120

REVIEW OF OPERATIONS:

The Company is operating in the Construction and development of residential and commercial projects.

The revenue from real estate activity is recognised in accordance with the “Guidance Note on Accounting for Real Estate Transactions (for entities to whom Ind AS is applicable)" issued by the Institute of Chartered Accountants of India (ICAI).

During the year under review, the total Income of the Company was at Rs. 76,13,46,774 as compared to Rs. 77,84,01,388 in the previous year. The Company has reported net profit of Rs. 11,88,24,082 during the year under review as against profit of Rs. 12,83,69,866 in the previous year.

Tracking Records for the year

Belmac has been persistent in maintaining an impeccable record of results. Following the definitive year, we are endeavouring towards more positive deliveries. At Belmac Residences, we were successful in delivering one tower and several amenities on time. Succeeding the possession of Tower C in October 2022 , we launched our much anticipated Clubhouse at Belmac Residences in March 2023. The development of the last two towers is on a fast-track. Tower F is set to be delivered by the year''s end. Moreover, Belmac Riverside is already housing more than 100 families and numerous families are ready to reside here as tower Terra Olive is ready for possession. Our last tower Terra Gold at Belmac Riverside is developing remarkably. The complete structure of the Tower was completed within a year. Comprising the most spacious and premium apartments of the project, Terra Gold will be delivered within the stipulated tenure. We recently delivered sports turfs while conducting a huge sports league on the site. The Volleyball court is nearing completion. Belmac has been benevolent in attaining its commitment and maintaining transparent and supportive relations with its customers.

Economy and Market Outlook

Indian real estate has been thriving for the last two years. The demand for housing spontaneously gained momentum in top markets and micro markets. The increase in disposable incomes led to a positive outlook towards home buying. Due to the resilient Indian economy, the annual sales of2022 were a record high, and the H1 of 2023 recorded a 15-year high in residential sales in India. New launches in the country increased by 23% in Q1 of 2023. RBI''s decision to keep the repo rate unchanged and the government''s supportive policies to boost infrastructural development have stimulated housing sales in top cities, including MMR and Pune. Pune witnessed a significant 50% uptick in housing sales in H1 of 2023. Mumbai remained stable with its sales and witnessed a price appreciation of 6%. Moreover, there have been robust new launches in MMR, owing to consistent demand led by increased income levels. Despite the global economic slowdown, the Indian economy and real estate are displaying optimism with their deliberate growth. The residential market remains optimistic throughout the H2 against the backdrop of steady economic growth and strong residential demand.

Ongoing Projects

Belmac is successfully developing two mega townships Belmac Residences and Belmac Riverside in Pune and Panvel, respectively. These are exquisitely designed, community-based developments that boast unbounded comfort and facilitate exemplary lifestyle. Belmac Residences is a luxury project, situated in the sought-after location of New Kalyani Nagar. It offers a premium lifestyle sprawling over 6 acres. The projects comprises 6 opulent towers with a range of luxurious apartments. Moreover, it is equipped with 40 world-class amenities. Everything one needs is within the proximity of Belmac Residences. Adding to it, is the peaceful surrounding with least disturbances.

Belmac Riverside is yet another township project in the prime city of Panvel. Being at the epicentre of the MMR, it is surrounded by smooth transport networks and robust social infrastructure. Spread over 5.5 acres of land parcel, Belmac Riverside is an aspirational community with only 4 towers comprising dedicated 85.5% of open spaces. The project is cocooned by lush greenery and a serene atmosphere. Moreover, there are 20 finest amenities for the recreational needs of residents.

Belmac Residences

Belmac Residences comprises six towers with varied options of luxurious apartments. The project is developed over 6 areas, with 75% dedicated open spaces, and world-class amenities that will provide the residents a satisfaction of enlarged living. Located in the key micro-market of Pune, Kalyani Nagar, it is surrounded by all major public and recreational utilities.

Belmac Riverside

Belmac Riverside is a unique residential base at the coveted location of New Panvel. It is encircled by serene greenery and situated beside a calm river. The project being developed over 5.5 areas of the land parcel, is away from the surrounding disturbances. The project is just a few kilometers away from major infrastructural projects that will pave way for the ambitious development of the entire region. The project also offers an abundance of open spaces with 20 finest amenities.

Insight into our Future

Considering the substantial transformation and foreseen growth of Panvel, we are envisioning Belmac Codename, a phenomenal mega township in the city. Sprawling over 11.43 acres of plush land parcel, it will be a state-of-the-art residential development exhibiting magnificent architectural and contemporary features. It will be inclusive of all necessary amenities to heed every aspiration of modern homebuyers. Belmac Codename will be an exceptional residential structure carved out precisely within the best location that would stand out among others.

We have been persistent in innovative designs that would resonate with ever-evolving trends in the market. The concept of design is paramount for us. Hence, we pay detailed attention to every corner. Every space is finely crafted to enhance the living experience of our clientele. With our visionary team, we are exploring potential markets and working towards expanding our

horizons in the most-anticipated location. Our focus always relied on providing quality-conscious, contemporary homes to homebuyers in flourishing locations.

DIVIDEND:

The Board thought it fit to conserve cash for continuing its business operations smoothly and therefore, did not recommend any dividend for the financial year 2022-23.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves during the financial year 2022-23.

SHARE CAPITAL:

The authorized share capital of the Company is Rs. 40,00,00,000 divided into 4,00,00,000 equity shares of Rs. 10/-each. At the beginning of the year under review, the issued, subscribed and fully paid up capital was Rs. 35,47,68,530/-divided into 3,54,76,853 equity shares of Rs. 10/- each. There was no change in the issued, subscribed and fully paid up share capital of the Company during the year under review. The Company is a Public Limited Company and its equity shares are listed on the BSE Limited.

There was no buyback offer made by the Company during the period under review.

PREFERENTIAL ISSUE

Pursuant to the approval by the Board of Directors at its meeting held on 29th March, 2022 and approval by the members of the Company at their Extra-Ordinary General Meeting held on 22nd April, 2022 (''EGM''), the Company, on 18th May, 2022, has allotted 17,00,000 warrants, each convertible into one equity share, on preferential basis at an issue price of Rs.23/- each, upon receipt of 25% of the issue price (i.e. Rs. 5.75 per warrant) as warrant subscription money. Balance 75% of the issue price (Rs. 17.25 per warrant) is payable within 18 months from the allotment date, at the time of exercising the option to apply for fully paid-up equity share of Rs.10/- each of the Company, against each warrant held by the warrant holder.

The Company, till date, has not converted or allotted any paid up equity shares against conversion of equal number of warrants by the concerned warrant holder(s)

The details of utilization of fund is given hereunder:

Particulars	Amount (in Rs.)
Fund raised and available for utilisation	97,75,000/-
till 31st March, 2023
Funds utilized during the year ended	97,75,000/-
31st March, 2023
Funds available for utilization as on	Nil
31st March, 2023

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year under review.

DEPOSITS UNDER CHAPTER V OF COMPANIES ACT, 2013:

During the year under review, your Company did not accept any deposit within the meaning of the provisions of Chapter V -Acceptance of Deposits by Companies, of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements provided in this annual report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has not transferred any shares to the Investor Education and Protection Fund established by the Central Government for the year under review.

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of the Company www.supremeholdings.net.

PARTICULARS OF EMPLOYEES:

The information on employee particulars as required under 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 from time to time, are given in "Annexure - I", forming part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements and transactions entered into by the Company during the financial year under review with related parties were on an arm''s length basis and in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis.

The policy on Related Party Transactions is hosted on the website of the Company under the web link https://supremeholdings.net/company-policies.html

SUBSIDIARY COMPANY:

Your Company had two Wholly Owned Subsidiary companies namely Helmet Traderz Limited, Belmaac City Developers

Private Limited and one Subsidiary Company namely Visana Infrastructure Private Limited as on 31^st March, 2023.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/ Associate Companies/Joint Ventures as at 31^st March, 2023 in Form AOC-1 is annexed to this Board''s Report in “Annexure II".

The policy on determining Material Subsidiaries as approved by the Board is hosted on the website of the Company under the web link httDs://suDremeholdings.net/companv-Dolicies.html

NOMINATION AND REMUNERATION COMMITEE:

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in “Annexure III" - Report on Corporate Governance forming part of this Board Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company''s website on under the web link https://supremeholdings.net/company-policies.html

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by Securities and Exchange Board of India and the Bombay Stock Exchange (BSE). The Management Discussion and Analysis Report for the financial year 2022-23, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

For the financial year ended 31^st March, 2023, your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules and regulations with respect to Corporate Governance.

A certificate from a Practising Company Secretary obtained by the Company regarding such compliance of conditions of Corporate Governance is annexed to the Corporate Governance

Report which forms part of the Annual Report.

RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimised and managed. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Vidip Vinod Jatia (DIN 06720329), retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment.

Mr. Vidip Jatia, Managing Director, whose tenure was about to expired on 13th May, 2023, was re-appointed by the Members of the Company at the Annual General Meeting of the Company held on 20th September, 2022 for a further period of three years w.e.f. 13th May, 2023 to 12th May, 2026.

Mrs. Namita Jatia, Whole-time Director, whose tenure was about to expired on 13th February, 2023, was re-appointed by the Members of the Company at the Annual General Meeting of the Company held on 20th September, 2022 for a further period of three years w.e.f. 14th February, 2023 to 13th February, 2026.

There were no other changes in the Key Managerial Personnel of the Company during the year under review.

DECLARATION OF INDEPENDENCE:

The Company has received Declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from Independent Directors confirming that he/she is not disqualified from appointing/continuing as Independent Director as laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

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

The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirm that the Independent Directors fulfil the conditions of independence specified in the Listing Regulations and the Companies Act, 2013 and are independent of the management of the Company.

In the opinion of the Board, all the independent directors are persons of possessing attributes of integrity, expertise and experience as required under the applicable laws, rules and regulations.

The Company has issued letters of appointment/ reappointment to Independent Directors in the manner as provided under Companies Act, 2013.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated. Further, the Independent Directors in the said meeting had also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The performance evaluation of the board was based on the criteria such as the board composition and structure, information and functioning, succession planning, strategic planning, etc.

The performance evaluation of the Committees was based on the criteria such as Structure of the Committee and meetings, effectiveness of committee meetings, frequency of the meetings, etc.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of Regulation 25 of SEBI Listing Regulations, 2015, your Company has in place the familiarisation programme for Independent Directors with regard to their role, duties and responsibilities, nature of the industry in which the Company operates, business/operating model of the Company etc. The Board Members are provided with all necessary documents/reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The details of the training and familiarization program are provided in the Corporate Governance report. The Company''s Policy of conducting the Familiarization programme has been hosted on the website of the Company under the web link

https://www.supremeholdings.net/company-policies.html

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year, Seven (7) Board Meetings were held. The details of which are given in the Corporate Governance Report, which forms a part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of the Section 203 of the

Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this Report are:

Mr. Vidip Jatia, Chairman, Managing Director and Chief Financial Officer

Mrs. Namita Jatia, Whole-time Director

Ms. Riddhi Rajesh Doshi, Company Secretary & Compliance Officer

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31^st March 2023, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

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

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records 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 irregularities;

iv) That the directors have prepared the accounts on a going concern basis;

v) That 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;

vi) That 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.

AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

AUDITORS AND AUDITORS REPORT:

The Shareholders of the Company at the Thirty Seventh Annual General Meeting (AGM) held on 26th September, 2019, had appointed M/s. Mittal Agarwal & Co., Chartered Accountants (Firm Registration No. 131025W) as Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of Thirty Seventh AGM till the conclusion of the Forty Second AGM.

The Report given by the Auditors on the Financial Statements of your Company forms part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Khyati Shah & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company. The Report of the Secretarial Auditor in Form MR-3 for FY 2022-23 is appended as “Annexure IV" to this Board''s Report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in their report.

DISCLOSURE REQUIREMENTS:

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms part of the Annual Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:A. Conservation of Energyi. The steps taken or impact on conservation of energy:

Though our operations are not energy - intensive, efforts have been made to conserve energy by utilizing energy-efficient equipment.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. In future your Company will take steps to conserve energy and use alternative source of energy such as solar energy.

iii. The Capital investment on energy conservation equipment:

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. Your Company has not made any investment on energy conservation equipment.

B. Technological Absorption:i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore no technology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

No technology has been imported by the Company.

iv: The expenditure incurred on Research and Development: NILC. Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: Nil (Previous year- Nil)

Foreign Exchange Outgo: Sales and Marketing Expenses and Foreign Travelling Expenses- Rs. 7.95 lakhs (Previous Year-Rs. 5.75 lakhs)

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received by the Company during the F.Y. 2022-23.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Your Company has implemented Internal Financial Controls over financial reporting through policies, procedures and guidelines. The controls are tested for its effectiveness. The approved schedule of powers is used to control the approval process for various activities, based on hierarchical value limits and segregation of duties.

A combination of these system enables your Company to maintain a robust design of controls and its operating effectiveness is ensured through periodical internal checks and audit.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the applicable rules made there under, the Company has a duly constituted CSR Committee. The details of the Committee are provided in the Corporate Governance Report of the Company, which forms part of the Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link httDs://suDremeholdings.net/companv-Dolicies.html. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as “Annexure - V", which forms part of this Report.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one time settlement during the year under review hence no disclosure is required.

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records as specified under Section 148 (1) of the Companies Act, 2013 and such accounts and records are made and maintained by the Company for the financial year 2022-23.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

---

Mar 31, 2018

DIRECTORS'' REPORT

The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

The Directors have pleasure in presenting Thirty Sixth Annual Report and Audited Accounts of the Company for the year ended March 31 2018.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars	2017-18	2016-17
Total Income	4868.33	619.93
Total Expenditure (excluding depreciation)	4570.47	738.22
Profit/(Loss) before	297.86	(118.29)
depreciation and Tax
Depreciation	4.38	0.21
Profit / (Loss) before Tax	293.48	(118.51)
Tax Expenses
Current Tax	103.54	-
Deferred Tax	39.50	(42.69)
Profit/(Loss) for the year	150.44	(75.82)

Managing Director of the Company, for development of a residential project "BELMAC RIVERSIDE - I” on Land admeasuring 2,430 sq. mtr. situated at Suvey No. 99/5 village Akurli, Taluka Panvel. The SOHC has contributed land for the Project and all the approvals/ permissions, Developments and other work of the Project is being undertaken by the Company. All major requisite approvals for constructing a Residential Complex including RERA Registration Certificate have been received. The tenders for Civil Construction has been awarded and the work is commenced. The project comprises of two wings of three floors each totaling to 27 apartments of 1 BHK/ 2BHK with various facilities/ amenities. Booking of the apartments have started and the Company has received good response.

PUNE

The Premier Luxury residential project of the Company, "BELMAC RESIDENCES”, in Pune is progressing as per schedule. The project is comprises of 6 Buildings of 15 story each of 2 BHK/3BHK/4BHK beautiful apartments with huge central garden, clubhouse, squash court, five -aside football court, Hydroponic farm, Spa, Business Centre, Gymnasium, banquet Hall, Children play area, Concierge desk, Games room, Day care Centre, and many more facilities. The Project is RERA Compliant and being Devloped in phases. The first Phase is consist of two Buildings which are near to the completion stage.

The Second phase of the Project is under construction stage and the Company currently creating the site infrastructure required for development.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic power of the world over the next 10-15 years. The real state sector is one of the most globally recognized sector. In India, real state is second largest employer after agriculture. In line with the government’s reformist approach to boost the real estate and housing sector, the Government has taken several initiatives to encourage the development in the Sector. The real state sector is expected to grow rapidly over the next decade.

(b) Company’s Performance:

The revenue from real estate activity is recognized in accordance with the "Guidance Note on Accounting for Real Estate Transactions (for entities to whom Ind AS is applicable)” issued by the Institute of Chartered Accountants of India (ICAI), and accordingly the income from operations during the year 2017-18 has been reported at Rs. 4778.04 Lacs. The other Income during the year 2017-18 consists of interest income Rs. 18.86 Lacs and gain on sale of current investments Rs. 71.43 Lacs. The total Income for the year 2017-18 was at Rs. 4868.33 Lacs as compared to Rs. 619.93 Lacs in the previous year.

FIRST TIME ADOPTION OF IND AS:

These financial statement of the Company have been prepared in accordance with Indian Accounting Standards as notified under Section 133 of the Companies Act, 2013 (the Act) read with Companies (Indian Accounting Standard) Rules, 2015 and other relevant provisions of the Act. These are the Company''s first financial statements prepared in accordance with Indian Accounting Standards (Ind AS).

2. DIVIDEND:

No dividend is recommended for the year under review.

3. RESERVES:

For the financial year ended March, 31 2018, your Company has not transferred any amount to Reserves.

4. OPERATIONS: PANVEL i. PANVEL LAND

As the Members were informed earlier that the land Bank of the Company at Panvel Taluka was included in the Navi Mumbai Airport Influence Notified Area (NAINA) and the CIDCO, who was appointed as the Special Planning Authority for the NAINA had published the draft followed by a modified Draft Development control and promotion regulations for the Interim Development plan of NAINA and submitted the same to Government for its sanction. The Government had sanctioned a part of the said draft Interim Development Plan on 27 th April, 2017 and kept our land bank in excluded portion, which is still pending for sanction.

ii. BELMAC RIVERSIDE-I

During the year the Company has entered into a Joint Development Agreement with Square One Housing Corporation (SOHC), a proprietorship concern of may impact profitability and affect attractiveness of the sector . Sectoral Caps set by RBI for the total maximum exposure of banks to real estate including individual housing loans and lending to developers for construction finance which is very low and is curtailing the overall growth of Industry. Absence of long term funding from Banks is forcing developers to look at alternative sources of funds most of which do not offer affordable interest rates. The Sector in general are sensitive to fluctuations in the economy, government policies and is very sensitive to the global security environment. In the course of its business the Company is exposed to stiff competition from other developers in the market

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

As the project of the Company progressed, new talent was inducted into organization. The Company enjoys cordial and harmonious relationship with its employees. The Company has 25 number of Permanent employees as on March 31, 2018.

6. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

7. LOANS AND GUARANTEE AND INVESTMENTS:

Particulars of loans given, investments made and guarantees or securities provided by the Company under Section 186 of the Companies Act, 2013 are reported in the financial statement (Please refer Note .No. 5 & 6 to the Standalone Financial Statement).

8. INVESTOR EDUCATION AND PROTECTION FUND:

There has been no transfer to the said Investor Education and Protection Fund during the current year.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to section 134 (3) (a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed there under, the extract of Annual Return as on March 31, 2018 forms a part of this Report as "Annexure -A”

10. PERSONNEL:

The information required under Section 197 of the Companies Act, 2013 and read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in ''Annexure -B”. In terms of Section 136(1) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board''s Report is being sent to all the shareholders of

During the year under review, the cost of sales and other operational expenses were at Rs. 4001.91 Lacs as against Rs. 529.47 Lacs in the previous year. The employees cost during the years 2017-18 was at Rs. 78.93 Lacs as compared to Rs. 26.16 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 489.62 lacs as compared to Rs. 182.60 lacs in the previous year

The Profit for the year 2017-18 before depreciation and taxation was at Rs. 297.86 Lacs as against loss of Rs. 118.29 Lacs in the previous year The Depreciation was at Rs. 4.38 Lacs as against Rs. 0.21 Lacs in the previous year. After providing for taxation, including deferred tax, the Company has reported Profit of Rs. 150.44 Lacs during the year 2017-18 as against Loss of Rs. 75.82 Lacs in the previous year.

(c) Segment -wise Performance:

As Company had only one reportable segment during the year, disclosure under Ind-AS 108 on segment reporting is not applicable to the Company.

(d) Outlook for the Company:

The residential projects of the Company is progressing as per schedule. The Company is committed and has focus on quality and timely delivery of the project and is also developing brand image for the Company. The growth and long term prospects of the Company are encouraging.

(e) Opportunities, Threats, Risk and Concerns:

As the policy reforms are picking up speed, the Company strongly believes that the demand for the real estate in the country will remain strong in the medium to long term and there are lots of opportunities in this sector. The Government has also recognized the importance of real estate sector and launched several reform measures from time to time like the interest subsidy scheme, smart city project, housing for all, simpler approval procedures, relaxed FDI Norms, easy availability of finance at attractive interest rates, tax incentives, lower GST rates for affordable housing, and various other measures to boost this sector . The Real Estate (Regulation and Development) Act, 2016 has also boosted the confidence of consumer and brought about the much needed transparency and order to the real estate transactions by creating a systematic and a uniform regulatory environment, thereby protecting consumer interest and making real estate developers accountable for timely completion of projects. These positive developments has made this sector more attractive.

Various challenges are also their along with opportunities. The Changes in Government policies and schemes, unanticipated delays in project approvals, increase cost of manpower, rising cost of constructions, availability of trained labour force, availability of finance, multifaceted tax levies on various transactions are the major challenges in the construction Industry. There are substantial procedural delays with regards to construction approvals. Retrospective policy changes and regulatory bottlenecks of the Board as a whole, performance of Chairperson of the Company was evaluated and reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated).

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

16. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company was shifted from 1, Pearl Mansion, (N), 91, Maharshi Karve Road, Mumbai

- 400020 to Survey No 38A/2, Opp. Brahma Suncity & PMC Garden, Wadgaonsheri, Pune - 411014, w.e.f. November 16, 2017.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement. The policy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm

18. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report as "Annexure - E” and a certificate from the Company''s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization programme enable the Independent Directors to understand the Company''s business and operations in depth and to familiarize them with the process and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company''s Policy of conducting the Familiarization programme has been hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm

20. RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

21. DIRECTORS:

During the year under review, Mr. Vinod Jatia resigned from the post of Chairman & Managing Director w.e.f. April 25, 2017, due to personal reasons. The Board of the Company excluding the annexure containing names of the top ten employees in terms of remuneration drawn. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

11. RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Disclosure pertaining to contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 thereto is enclosed as "Annexure - C” to this report. The policy on Related Party Transactions is hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm

12. SUBSIDIARY COMPANY:

Your Company has one Wholly-owned Subsidiary company namely Helmet Traders Limited as on March 31, 2018.

A Statement containing the salient features of the financial statement of subsidiaries in Form AOC-1 as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

The policy on determining Material Subsidiaries is hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies.htm

13. NOMINATION AND REMUNERATION POLICY

The details of Nomination and Remuneration policy of the Company for Directors, KMP''s and Senior Personnel of the Company is enclosed as "Annexure -D” to this report.

14. ANNUAL EVALUATION BY THE BOARD:

In accordance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, Committees of the Board and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through as structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.,

The performance evaluation of the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting where the performance

compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. LISTING STATUS:

The company''s shares are presently listed on Bombay Stock Exchange Ltd.

25. AUDIT COMMITTEE:

The present Audit committee comprises of Mr. S. N. Atreya, Mr. Rishabh Kalati, Mrs. Shruti Jatia and Mr. Vidip Jatia.

Mr. S. N. Atreya, Mrs. Shruti Jatia and Mr. Rishabh Kalati are Independent Directors. Mr. S. N. Atreya is the Chairman of the Audit Committee.

26. AUDITORS & AUDITORS REPORT:

Pursuant to provisions of Section 139(1) of the Companies Act, 2013, M/s. KCPL & Associates LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held during the year 2019, subject to ratification at every Annual General Meeting.

The Company has received letter from the Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

Your Board recommends the ratification of appointment of M/s. KCPL & Associates LLP, Chartered Accountants, Mumbai, as Statutory Auditors of the Company for the financial year 2018-19 and to hold the office till the conclusion of the next Annual General Meeting to be held during the year 2019.

There is one observation in the Auditors Report, which is read as "The Company has made provision for gratuity as per current employee and salary instead of recognizing liability as per the present value of defined benefit obligation at the balance sheet date calculated on the basis of actuarial valuation in accordance with Ind AS 19 "Employee Benefits”. The Consequential impact of adjustment, if any owing to this non compliance on the financial statement is presently not ascertainable”.

The explanation of the Board on the observation made in the Auditor Report is as follows, "The Company has made adequate provision for gratuity liability as per the payment of Gratuity Act and hence the Company has not obtained actuarial valuation. In the absence of actuarial valuation, the impact cannot be ascertained.

27. SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s. Shivlal Maurya & Co. a Practicing Company Secretary firm to undertake Secretarial Audit of the Company.

Accordingly the Secretarial audit of the Company for the financial year 2017-18 was conducted by M/s. Shivlal Maurya & Co.

Directors placed on record their appreciation for the valuable contribution rendered by Mr. Vinod Jatia to the Company during his tenure as - Chairman & Managing Director of the Company

Board of Directors at their meeting held on May 13, 2017 appointed Mr. Vidip Jatia, Director as the Managing Director of the Company for a period of 3 years from May, 13 2017. The Board also appointed him as Chairman of the Board with effect from May 13, 2017.

Mr. Prateek Jatia resigned as Chief Financial Officer (CFO) of the Company w.e.f March 01, 2018 due to personal reasons.

As per the provision of the Companys Act 2013, Mrs. Namita Jatia will retire at the ensuing AGM and being eligible, seek re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. MEETINGS:

During the year, Nine Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2018, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records 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 irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2018 on a going concern basis.

v) That 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

vi) That the Directors had devised systems to ensure

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings and Outgo

Earning: Nil Outgo: Marketing Expenses and foreign Travelling Expenses - Rs. 8.69 Lacs

The Report of the Secretarial Audit of the Company is annexed herewith as "Annexure - F”. There were no reservation and qualification as marked in Secretarial Audit Report which requires any explanation by the Board of Directors.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS:

There are no significant and material orders passed by the regulators or others which impacts the going concern status and Company operations in future.

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

i. The steps taken or impact on conservation of energy:

Though our operations are not energy - intensive, efforts have been made to conserve energy by utilizing energy- efficient equipment.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. In future your Company will take steps to conserve energy and use alternative source of energy such as solar energy.

iii. The Capital investment on energy conservation equipment:

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. Your Company has not made any investment on energy conservation equipment.

B. TECHNOLOGICAL ABSORPTION:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore no technology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

30. SEXUAL HARASSMENT

The Company has Policy on Prevention of Sexual Harassment of Employee. A Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. The Company has not received any complaint during the financial year.

31. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013.

The Company has not initiated any Corporate Social Responsibility activities as the said provisions are presently not applicable to the Company.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITOR UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditors under Section 143(12) of Companies Act, 2013.

33. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Pune Vidip Jatia

Date May 30, 2018 Chairman & Managing Director

DIN 06720329)

---

Mar 31, 2016

The Directors have pleasure in presenting Thirty Fourth Annual Report and Audited Accounts of the Company for the year ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

	2015-16	2014-15
Total Income	24.23	1.72
Total Expenditure	25.71	25.00
Profit/(Loss) before depreciation	(1.48)	(23.28)
Depreciation	0.15	0.91
Profit / (Loss) before Tax	(1.62)	(24.20)
Tax Expenses
Current Tax	-	-
Deferred Tax	(2.91)	(7.29)
Earlier Year Taxes	1.86	-
Net Profit/(Loss) for the year	(0.57)	(16.90)

2. DIVIDEND:

No dividend is recommended for the year under review.

3. RESERVES:

For the financial year ended 31st March, 2016, your Company has not transferred any amount to Reserves.

4. OPERATIONS:

PANVEL

As the Members are aware that the land Bank of the Company at Panvel Taluka has been included in the Navi Mumbai Airport Influence Notified Area (NAINA) and the CIDCO was appointed as the Special Planning Authority for the NAINA to prepare and publish the development proposals and development control regulations for the said NAINA and submit the same to Government for sanctions. Accordingly the CIDCO has published the draft and modified Draft Development control and promotion regulations for the Interim Development plan of NAINA and submitted the same to Government for its sanction. On the sanctioning of plans by the Government, the Company will decide the further course of action after studying the market scenario.

PUNE

In January 2016, the Company has launched its Premier Luxury residential project, Belmac Residences, in Pune and the sale booking of apartments has been started. The Company has received satisfactory response. Considering the Nos of proposals and enquiries received, the Company is confident of achieving its targets as the project progresses.

Members are aware that the project Belmac Residences comprises of Six Towers of Fifteen Floors each totaling to 240 apartments of 2 BHK/3BHK/4BHK beautiful apartments with huge central garden, clubhouse, squash court, five -aside football court, Hydroponic farm, Spa, Business Centre, Gymnasium, banquet Hall, Children play area, Concierge desk, Games room, Day care Centre, and many more facilities. In initial phase, the Company has started the Booking of two building tower D & E. Major and minor civil contracts are under negotiations and will be awarded in due course. The project implementation is as per schedule and will be completed in time.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

Over the last year, we have seen the beginning of a revival in the Indian economy and it is getting back to a higher growth path. Despite all the favourable signs, the Indian Real Estate industry has shown only marginal growth. However, as the economy cycle is turning, the demand in the real estate is expected to pick up in the years ahead.

(b) Company''s Performance:

The Company has launched its residential project in Pune in January, 2016 and the sale of apartment has also been started. As the Company recognizes the revenue from the sale of apartments on the percentage completion methods as specified in guideline note of AS 7 issued by ICAI, no income from operations has been reported during the year 2015 -16. The other Income during the year 2015- 16 consists of interest income Rs. 1.07 lacs and profit on sale of Land Rs. 23.17 lacs. The total Income for the year 2015-16 was at Rs.24.23 Lacs as compared to Rs. 1.72 Lacs in the previous year.

During the year under review, the construction cost was at Rs. 19.29 crores as against Rs. 3.85 crores in the previous year. The employees cost during the years 2015-16 was at Rs.14.99 Lacs as compared to Rs. 13.23 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 10.72 lacs as compare to Rs. 11.78 lacs in the previous year.

The loss for the year 2015-16 before depreciation and taxation was at Rs. 1.48 Lacs as against loss of Rs. 23.28 Lacs in the previous year. The Depreciation was at Rs. 0.15 Lacs as against Rs. 0.91 Lacs in the previous year. After adjusting deferred tax and earlier year taxes, the Company has reported Net Loss of Rs. 0.57 Lacs during the year 2015-16 as against Net Loss Rs. 16.90 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI, as Company had only one reportable segment during the year.

(d) Outlook for the Company:

The residential Pune project of the Company is progressing as per schedule. The Company is committed and has focus on quality and timely delivery of the project and also developing brand image for the Company. The growth and long term prospects of the Company are encouraging.

(e) Opportunities, Threats, Risk and Concerns:

The Government of India has clearly recognized the importance of construction Industry and launched several reform measures to boost this sector. The smart city project, housing for all, Simpler approval procedures, relaxed FDI Norms, and various other measures have brought business opportunities in real estate sector and it will certainly help in reviving the demand in this sector. The much awaited The Real Estate (Regulation and Development) Act, 2016, is also boost for real estate sector. It will protect the interest of property buyers, making the proceedings in the sector more transparent and accountable, and will give a sense of clarity to both buyers and sellers.

Various challenges are also their along with opportunities. The unanticipated delays in project approvals, increase cost of manpower, rising cost of constructions, availability of trained labour force, availability of finance, changes in government policies, multifaceted tax levies on various transactions are the major challenges in construction Industry. Inflation still remains the biggest threat which has adverse effect on the purchasing power of the consumers. The Hospitality and Construction Sectors in general are sensitive to fluctuations in the economy, government policies and is very sensitive to the global security environment.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

As the project of the Company progresses, the new talent were inducted into organization. The Company enjoys cordial and harmonious relationship with its employee. The Company has 18 number of employees as on 31st March, 2016.

6. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

7. LOANS AND GUARANTEE AND INVESTMENTS:

Particulars of loans, investments, guarantees given and securities provided are reported in the financial statement (Please refer to Note No. 5, 11, 12, 16, 17 and 22 to the Standalone Financial Statement).

8. INVESTOR EDUCATION AND PROTECTION FUND:

There has been no transfer to the said Investor Education and Protection Fund during the current year

9. EXTRACT OF ANNUAL RETURN:

Pursuant to section 134 (3) (a) and Section 92(3) of Companies Ac, 2013 read with relevant Rules framed there under, the extract of Annual Return as on 31st March, 2016 form part of this Report as “Annexure -A”.

10. PERSONNEL:

The information required under Section 197 of the Companies Act, 2013 and read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in “Annexure -B”.

11. RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Disclosure pertaining to contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 thereto is enclosed as “Annexure - C” to this report. The policy on Related Party Transactions is hosted on the website of the Company under the web link http://www.supremeholdings. net/company-policies.htm

12. SUBSIDIARY COMPANY:

Your Company has one wholly owned Subsidiary company namely Helmet Traders Limited as on 31st March, 2016.

A Statement containing the salient features of the financial statement of subsidiaries as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

The policy on determining Material Subsidiaries is hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm

13. NOMINATION AND REMUNERATION POLICY:

The details of Nomination and Remuneration policy of the Company for Directors, KMP''s and Senior Personnel of the Company is enclosed as “Annexure - D” to this report.

14. ANNUAL EVALUATION BY THE BOARD:

In accordance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through as structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.

The performance evaluation of the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting where the performance of the Board as a whole was evaluated and reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated).

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement. The policy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Company under the web link http://www.supremeholdings.net/ company-policies.htm

17. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report as "Annexure - E’’ and a certificate from the Company''s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization programme enable the Independent Directors to understand the Company''s business and operations in depth and to familiarize them with the process and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company''s Policy of conducting the Familiarization programme has been hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies.htm

19. RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed.

20. DIRECTORS:

Mr. Prateek Jatia retires by rotation and being eligible offers himself for re-appointment.

The tenure of appointment of Mr. Vinod Jatia, Managing Director is for 5 years from 1st July, 2011 to 30th June, 2016. The Board of Directors at its meeting held on 30th May, 2016, re-appointed Mr. Vinod Jatia as Managing Director for a period of 3 years (subject to approval of members at the ensuing Annual General Meeting) from 1st July, 2016 to 30th June, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. MEETINGS:

During the year six Board Meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2016, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records 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 irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2016 on a going concern basis.

v) That the proper financial controls were in place and that the financial controls were adequate and were operating effectively

vi) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. LISTING STATUS:

The company''s shares are presently listed on Bombay Stock Exchange Ltd.

24. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

25. AUDITORS & AUDITORS REPORT:

Pursuant to provisions of Section 139(1) of the Companies Act, 2013, M/s. KCPL & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held during the year 2019, subject to ratification at every Annual General Meeting.

The Company has received letter from the Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

Your Board recommends the ratification of appointment of M/s. KCPL & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company for the financial year 2016-17 and to hold the office till the conclusion of the next Annual General Meeting to be held during the year 2017.

There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors.

26. SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s Shivlal Maurya & Co. a Practicing Company Secretary firm to undertake Secretarial Audit of the Company

Accordingly the Secretarial audit of the Company for the financial year 2015-16 was conducted by M/s Shivlal Maurya & Co.

The Report of the Secretarial Audit of the Company is annexed herewith as “Annexure - F’’. There were no reservation and qualification as marked in Secretarial Audit Report which requires any explanation by the Board of Directors.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS:

There are no significant and material orders passed by the regulators or others which impact the going concern status and Company operations in future.

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

The Company''s project in under initial stage of implementation, therefore, company has nothing to report on Conservation of Energy and Technology absorption as required pursuant to section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014.

Foreign Exchange Earnings and Outgo

Earning: Nil Outgo: Construction Cost- Rs. 7,24,631

29. SEXUAL HARASSMENT:

The Company has Policy on Prevention of Sexual Harassment of Employee. A Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. The Company has not received any complaint during the financial year

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013.

The Company has not initiated any Corporate Social Responsibility activities as the said provisions are presently not applicable to the Company

31. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY

Date: 30th May, 2016 Chairman

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Mar 31, 2015

The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

The Directors have pleasure in presenting Thirty Third Annual Report and Audited Accounts of the Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS: (Rs. in Lacs) 2014-15 2013-14

Total Income 1.72 16.58

Total Expenditure 25.00 17.55

Profit/(LoSs) before (23.28) (0.97) depreciation

Depreciation 0.91 0.62

Profit / (Loss) before Tax (24.20) (1.59)

Tax Expenses

Current Tax - -

Deferred Tax Liabilities(Asset) (7.29) 2.62

Earlier Year Taxes - (0.08)

Net Profit/(Loss) for the year (16.90) (4.13)

2. DIVIDEND:

No dividend is recommended for the year under review.

3. RESERVES:

For the financial year ended 31st March, 2015, your Company has not transferred any amount to Reserves.

4. OPERATIONS:

The Land at Panvel Taluka belonging to the company is included under CIDCO planning and development plan. They are addressing to this assignment to finalise the same as speedily as possible. The Company is studying wherever Zone change is required and is being attended to for approval. After the Development plans are announced by the authorities the Company will take up planning of a multiuse / multi function master plan. The Company is expecting that the Government's development plan would be announced in 4-5 months. Currently the Company is engaged in preparatory work in the Site such as levelling, security, internal roads, water supply and so on.

As regards Pune land, all the major requisite approvals for constructing a residential complex have been received by the Company. The tenders for Civil Construction has been awarded and the work is commenced. In continuation of the above many tenders are getting ready for issue for water supply & distribution, sanitation, interior and exterior finishes, electrical power & distribution and so on. It is to be appreciated that as the planning and tendering and work execution is started, it would lead to Income achieving stage and onward projection there to. The final project comprises of Six Towers of Fifteen Floors each totalling to 240 apartments of 2 BHK/3BHK/4BHK beautiful apartments with huge central garden, clubhouse and many more facilities. The sale booking for apartments is expected to start from the later half of this fiscal year.

6. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

7. LOANS, GUARANTEE AND INVESTMENTS:

Particulars of loans, investments, guarantees given and securities provided are reported in the financial statement (Please refer to Note No. 5, 11, 12, 16, 17 and 22 to the Standalone Financial Statement).

8. INVESTOR EDUCATION AND PROTECTION FUND:

There has been no transfer to the said Investor Education and Protection Fund during the current year.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS:

There are no significant and material orders passed by the regulators or others.

10. RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Disclosure pertaining to contracts/arrangements entered into by the company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 is enclosed as "Annexure - C" to this report. The policy on Related Party Transactions is hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies. htm.

11. SUBSIDIARY COMPANY:

Your Company has one wholly owned Subsidiary company namely Helmet Traders Limited as on 31st March, 2015 A Statement containing the salient features of the financial statement of subsidiaries as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

The policy on determining Material Subsidiaries is hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm.

12. LISTING STATUS:

The company's shares are presently listed on Bombay Stock Exchange Ltd.

13. NOMINATION AND REMUNERATION POLICY

The details of Nomination and Remuneration policy of the Company for Directors, KMP's and Senior Personnel of the Company are given in the Corporate Governance Report.

14. ANNUAL EVALUATION BY THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.,

The performance evaluation of the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting where the performance of the Board as a whole was evaluated and reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated).

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any,

affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of

fraud and mismanagement. The policy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Company under the web link http://www.supremeholdings.net/company- policies.htm

17. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report as "Annexure - E'' and a certificate from the Company's Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization programme enable the Independent Directors to understand the Company's business and operations in depth and to familiarize them with the process and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company's Policy of conducting the Familiarization programme has been hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm

19. RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposure of the Company are identified, assessed, quantified, appropriately mitigated, minimised and managed.

20. DIRECTORS:

The Board director at its meeting held on 30th September, 2014 appointed Mr. Prateek Jatia Director of the Company as Whole Time Director designated as Executive Director & Chief Financial Officer of the Company for the period of 3 (Three) years with effect from 1st October, 2014 without any remuneration. Pursuant to Section 149 (1) of the Companies Act, 2013 and the revised clause 49 of the Listing Agreement Mrs. Shruti Jatia has been appointed as an Additional Director of the Company with effect from 30th March, 2015. Mrs. Shruti Jatia will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mrs. Shruti Jatia for being appointed as a Director of the Company. Mr. Vidip Jatia retires by rotation and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria

of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

21. MEETINGS:

During the year seven Board Meetings and five Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2015, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records 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 irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2015 on a going concern basis.

v) That the proper financial controls were in place and that the financial controls were adequate and were operating effectively

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

23. PERSONNEL:

The information required under Section 197 of the Companies Act, 2013, read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in "Annexure -B''.

24. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

25. AUDITORS AND AUDITORS REPORT:

Pursuant to provisions of Section 139(1) of the Companies Act,2013, M/s. KCPL And Associates, LLP Chartered Accountants, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held during the year 2019, subject to ratification at every Annual General Meeting.

The Company has received letter from the Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment. Your Board recommends the ratification of appointment of M/s. KCPL And Associates, LLP Chartered Accountants, Mumbai, as Statutory Auditors of the Company for the financial year 2015- 16 and to hold the office till the conclusion of the next Annual General Meeting to be held during the year 2016.

There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors.

26. SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s Shivlal Maurya & Co. a Practicing Company Secretary firm to undertake Secretarial Audit of the Company.

Accordingly the Secretarial audit of the Company for the financial year 2014-15 was conducted by M/s Shivlal Maurya & Co.

The Report of the Secretarial Audit of the Company is annexed herewith as "Annexure D' . There were no reservation and qualification as marked in Secretarial Audit Report which requires any explanation by the Board of Directors.

27. EXTRACT OF ANNUAL RETURN:

Pursuant to section 134 (3) (a) and Section 92(3) of Companies Ac, 2013 read with relevant Rules framed thereunder, the extract of Annual Return as on 31st March, 2015 form part of this Report as "Annexure -A'

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has not carried out any material construction activities during the year and therefore the Company has nothing to report on Conservation of Energy and Technology absorption as required pursuant to section 134 (3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014.

29. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning: Nil Outgo: Nil

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013.

The Company has not initiated any Corporate Social Responsibility activities as the said provisions are presently not applicable to the Company.

31. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY Date: 30th May 2015 Chairman

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Mar 31, 2014

The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

The Directors have pleasure in presenting Thirty Second Annual Report and Audited Accounts of the Company for the year ended 31st March 2014.

I. FINANCIAL RESULTS: (Rs. in Lacs)

2013-14 2012-13

Total Income 16.58 0.66

Total Expenditure 17.55 22.34

Profit/(Loss) before depreciation 0.97) (21.68)

Depreciation 0.62 0.62

Less: Prior period items - 0.14

Profit / (Loss) before Tax (1.59) (22.44)

Tax Expenses

Current Tax - -

Deferred Tax Liabilities(Asset) 2.62 (9.61)

Earlier Year Taxes (0.08) (9.03)

Net Profit/(Loss) for the year (4.13) (3.80)

Add: Amount brought forward 493.86 497.66

Amount carried forward 489.72 493.86

II. DIVIDEND:

No dividend is recommended for the year under review.

III. OPERATIONS:

The members are aware that the land Bank of the Company at Panvel Taluka has been included in the Navi Mumbai Airport Influence Notified Area (NAINA). CIDCO, the Special Planning Authority for the NAINA is attending vigorously to the development regulations and proposals to bring into force urgently. The Company has already initiated the process of preliminary approvals for change of Zone use. The Development Plans of the Panvel land will be finalized by the Company once the development proposals and development regulations are sanctioned by the Government on the basis of CIDCO plans.

As regards Pune land, all the major requisite approvals for constructing a residential complex have been received by the Company. The design development, marketing, branding and financial tie up are in process. The tenders are under preparation and are scheduled to be issued in the next few weeks.

In view of the above the Company''s financial activities and Income Flow is expected to start from the later half of this financial year.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

During the year the economic environment continued to remain challenging with growth continued to slowing down. The country was engaged in elections towards later part of the year and a new government would energise economic development from the coming year.

(b) Company''s Performance:

The Company has not earned any Income from Operation during the year 2013-14. The other Income consists of dividend and interest income. The total Income for the

year 2013-14 was at Rs.16.58 Lacs as compared to Rs. 0.66 Lacs in the previous year.

During the year under review, the construction cost was at Rs. 454.44 Lacs as against Rs. 504.50 Lacs in the previous year. The employees cost during the years 2013-14 was at Rs.9.98 Lacs as compared to Rs.10.58 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 7.57 Lacs as compare to Rs. 11.76 Lacs in the previous year.

The loss for the year 2013-14 before depreciation and taxation was at Rs. 0.97 Lacs as against Rs.21.68 Lacs in the previous year. The Depreciation was at Rs. 0.62 lacs as against Rs. 0.62 lacs in the previous year. After providing for taxation, including deferred tax, the Company has reported Net Loss of Rs. 4.13 lacs during the year 2013- 14 as against Net Loss Rs.3.80 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI as Company had only one reportable segment during the year.

(d) Outlook for the Company:

With the start of construction of the project at Pune in the current year the growth of the company will ensure the start of progressive era.

(e) Opportunities, Threats, Risks and Concerns:

Some measures adopted by the government recently in improving the economy and market sentiments have brought some business opportunities in Real Estate Industry. The Rupee reaching rational prices has also attracted investments from NRIs and foreigners.

Inflation still remains the biggest threat coupled with the significant rise in the commodity prices which has adverse effect on the purchasing power of the consumers. The major challenge in Construction Industry is the management of multifaceted tax levies on various transactions. The government has taxed the Construction Industry aggressively by reducing the exemption / benefits and concessions. The Hospitality and Construction Sectors in general are sensitive to fluctuations in the economy, government policies and is very sensitive to the global security environment.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control looking to its size and business. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

The Company enjoys cordial and harmonious relationship with its employee.

V. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

VI. SUBSIDIARY COMPANY:

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company have accorded their consent for not attaching the accounts of the Company''s subsidiary, Helmet Traders Limited along with the accounts of your Company. However the financial information pertaining to subsidiary Company, as required in the aforesaid Circular, is provided in the Annual Report of Your Company. Also the Annual Accounts of the Subsidiary Company is kept for inspection by any shareholders at the Registered Office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related information shall be made available to the Shareholders of the Company on demand.

The Consolidated financial statements presented by the Company include financial information of it Subsidiary prepared by the Company pursuant to Clause 32 of the Listing Agreement and Accounting Standard (As -21).

VII. LISTING STATUS:

The company''s shares are presently listed on Bombay Stock Exchange Ltd.

VIII. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975.

IX. DIRECTORS:

During the year, Mr. Vidip Jatia has been appointed as an Additional Director of the Company with effect from 31st October, 2013.

Mr. Vidip Jatia will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mr. Vidip Jatia for being appointed as a Director of the Company.

Mr. Prateek Jatia retires by rotation and being eligible offers himself for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, Mr. RGN Swamy and Mr. Rishabh Kalati, the present Independent Directors of the Company are being appointed for a period of 5 years as an Independent Directors of the company.

X. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act1956, with respect to Director''s responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year under review;

iii) That the directors have taken proper and sufficient care

for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

XI. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

XII. AUDITORS:

M/s. KCPL And Associates LLP, Chartered Accountant, who are the statutory auditors of the Company, hold office till the conclusion of forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. KCPL And Associates LLP, as Statutory Auditors of the Company for a period of 5 years from the conclusion of the forthcoming AGM, subject to ratification of their appointment at every AGM.

During the year, the Company had received intimation from M/s. KCPL And Associates LLP stating that M/s. KCPL & Associates had been converted into a limited liability partnership (LLP) under the provisions of the Limited Liability Partnership Act,2008 with effect from 05th December, 2013. Accordingly the audit of the Company for the financial year 2013-14 was conducted by the KCPL And Associates LLP.

XIII. AUDITORS REPORT:

There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors.

XIV. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company''s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

XV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information required to be given pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules 1988, does not apply to your Company.

XVI. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning : Nil Outgo : Nil

XVII. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY Date: 27th May, 2014 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting Thirty First Annual Report and Audited Accounts of the Company for the year ended 31st March 2013.

I. FINANCIAL RESULTS:

(Rs. in Lacs)

2012-13 2011-12

Total Income 0.66 193.42

Total Expenditure 22.34 93.32

Profit/(Loss) before depreciation (21.68) 100.10

Depreciation 0.62 0.46

Profit / (Loss) before Tax (22.30) 99.64

Less: Current Tax 29.20

Less: Deferred Tax Liabilities(Asset) 9.61 2.37

Less: Earlier Year Taxes 9.03 0.01

Less: Prior period items (0.14) 0.04

Net Profit/(Loss) for the year (3.80) 68.02

Add: Amount brought forward 497.66 429.63

Amount carried forward 493.86 497.66

II. DIVIDEND:

No dividend is recommended for the year under review

III. OPERATIONS:

In view of the projects of the Company being under implementation stage, the Income therefrom will only start as soon as substantial progress towards completion is accomplished.

Pursuant to recent notification of the Government of Maharashtra, the Land bank of the Company at Panvel has been included in the Navi Mumbai Airport Influence Notified Area (NAINA). The Government of Maharashtra has also appointed CIDCO as the Special Planning Authority for the NAINA and has directed CIDCO to prepare and publish the development proposals and development control regulations for the said NAINA and submit the same to Government for sanction. In view of above, there will be planned, controlled and speedier development of the area falling under NAINA. The Company will plan and finalise the development of Panvel land on sanction of development proposals and regulation by the Government. As regards Pune Land, considering the positive developments in housing and construction market in Pune, your Directors have approved to develop a residential and commercial complex at Pune Land in lieu of hospitality project.

The hotel has a high over supply situation and may not be profitable for many more years, the members of the Company had granted their approval by postal ballot on 28th February, 2013 to carry on the business of construction developments. The Company has obtained requisite building approvals and will be launching five residential towers along with club house and landscaping.

IV. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

V. SUBSIDIARY COMPANY:

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Afairs, the Board of Directors of the Company have accorded their consent for not attaching the accounts of the Company''s subsidiary, Helmet Traders Limited along with the accounts of your Company. However the financial information pertaining to subsidiary Company, as required in the aforesaid Circular, is provided in the Annual Report of Your Company. Also the Annual Accounts of the Subsidiary Company is kept for inspection by any shareholders at the Registered Office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related information shall be made available to the Shareholders of the Company on demand. The Consolidated financial statements presented by the Company include financial information of its Subsidiary prepared by the Company pursuant to Clause 32 of the Listing Agreement and Accounting Standard (AS – 21).

VI. LISTING STATUS:

The Company''s shares are presently listed on Bombay Stock Exchange Ltd.

VII. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975.

VIII. DIRECTORS:

During the year, Mr. Sanjay Saraf resigned from the Board with efect from 14th September, 2012.

During the year, Mr. Rishabh Kalati has been appointed as an Additional Independent Director of the Company with efect from 16th January, 2013. Mr. Rishabh Kalati will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mr. Rishabh Kalati for being appointed as a Director of the Company.

In accordance with the provisions of the Companies Act 1956, Mr. R G N Swamy retires by rotation and being eligible ofers himself for re-appointment.

IX. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act1956, with respect to Director''s responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of afairs of the company at the end of the financial year and of the loss of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

X. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

XI. AUDITORS:

M/s. KCPL & Associates, Chartered Accountants (Regn.No.119223W), the present Auditors of the Company, retires at the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment. The Company has received certificate from them certifying that their appointment if made, would be within the limit specified under section 224(1B) of the Companies Act 1956. The Audit Committee of the Board has recommended their re-appointment.

XII. AUDITORS REPORT:

There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors.

XIII. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company''s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

XIV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information required to be given pursuant to section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in report of Board Of Directors) Rules 1988, does not apply to your Company.

XV. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning : Nil Outgo : Nil

XVI. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY

Date: 30th May, 2013 Chairman

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Mar 31, 2012

To,The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

The Directors have pleasure in presenting Thirtieth Annual Report and Audited Accounts of the Company for the year ended 31st March 2012.

I. FINANCIAL RESULTS:

(Rs. Lacs)

2011-12 2010-11

Total Income 193.42 142.25

Total Expenditure 93.32 48.33

Profit before depreciation 100.10 93.92

Depreciation 0.46 1.03

Profit before Tax 99.64 92.89

Less: Provision for Tax 29.20 26.40

Less: Deferred Tax Liabilities (Asset) 2.37 5.55

Less: Earlier Year Taxes 0.01 0.02

Less: Prior period expenses 0.04 0.04

Add: Depreciation Reversal on change in accounting policy - 3.47

Net Profit/(Loss) for the year 68.02 64.35

Add: Amount brought forward 429.63 366.45

Less: Debit Balance on account of amalgamation - 1.17

Amount carried forward 497.66 429.63

II. DIVIDEND:

No dividend is recommended for the year under review as it is considered appropriate that the financial resources of the Company be strengthened.

III. AMALGAMATION:

The Scheme of Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. (First Transferor Company) and Royalways Trading & Investment Services Pvt. Ltd. (Second Transferor Company) with the Company was sanctioned by the Hon'ble Bombay High Court vide its order dated 29th July, 2011.

The Scheme became effective with effect from 1st April, 2010 being Appointed Date.

IV. NAME CHANGE:

As approved by the shareholders along with the approval of the Amalgamation Scheme, the name of the Company has been changed to Supreme Holdings & Hospitality (India) Ltd. The Registrar of Companies, Maharashtra, has issued fresh Certificate of Incorporation, consequent to above change of name, on 2nd September, 2011.

V. INCREASE IN AUTHORISED AND PAID UP CAPITAL: Pursuant to Scheme of Amalgamation the Authorised Capital of the Company has been increased from Rs. 12.01 Crores to Rs. 40.00 Crores. The Company has also allotted 2,66,82,553 equity shares of Rs. 10/- each fully paid up, on 8th September, 2011, to the shareholders of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd., the transferor companies, and consequently the paid up capital of the Company has been increased from Rs. 8.79 Crores to Rs. 35.48 Crores.

The above 2,66,82,553 equity shares of Rs. 10/- each fully paid up, allotted to the shareholders of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd. have also been listed on the Bombay Stock Exchange Ltd.

VI. PROJECTS:

As the Shareholders are already aware, the scheme of amalgamation was sanctioned by Hon'ble Bombay High Court on 29th July 2011. Subsequent to this and in the current year, the Company is now engaged in obtaining various approvals for launching a large multiuse development project at Panvel. It is also engaged in site development works as a preparation for planning and design of the project. Various concepts and contents are under discussion to achieve a unique project status.

As regards to project at Pune, there has been some delay in the progress of the project on account of extensive rock cutting encountered in the basement construction. Meantime study of market conditions for hotels in Pune revealed that occupancy and profitability is under severe downturn. The company is accordingly engaged in modifying the original concept to that of a multi-user development, such as condominium, service apartments and commercial development in terms of Banquet facilities, conference halls etc.

The Company is also scouting actively for ready / built to suit projects which are under construction or which have already commenced operation on Pan India basis.

VII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

The year 2011-12 has been challenging for the world at large. The Domestic economic growth declined sharply from 8.4% in 2010-11 to 6.5% in 2011-12. Due to financial crisis emerged in various parts of the world, the growth of hospitality Industry in India has been adversely affected.

With high unemployment and low growth rate in USA and Europe, many companies are cutting back on outsourcing and travel expenditure.

(b) Company's Performance:

As the projects of the Company are under implementation stage, the Company has not earned any Income from Operation during the year 2011-12. The Other Income mainly includes Rs. 193/- lacs from assignment of Keyman Policy in favour of a Director. The total Income was at Rs. 193.42 Lacs as compared to Rs. 142.25 Lacs in the previous year.

During the year under review, the employees cost was at Rs. 24.15 Lacs as compared to Rs. 5.66 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 69.17 Lacs as compare to Rs. 39.49 Lacs in the previous year.

The profit before depreciation and taxation was at Rs. 100.10 Lakhs as against Rs. 93.92 Lacs in the previous year. The Depreciation was at Rs. 0.46 lacs as against Rs. 1.03 lacs in the previous year. After providing for taxation, including deferred tax, the Company has reported a Net Profit of Rs. 68.02 lacs as against Rs. 64.35 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI as Company had only one reportable segment during the year.

(d) Outlook for the Company:

Pursuant to Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd. with the Company, the Company has put forward a strong foothold in Hospitality Sector. This would enable effective utilization of immovable properties and will provide a larger asset base to the Company. The Company prospects are promising.

(e ) Opportunities, Threats, Risks and Concerns:

The globalization has brought a lot of business opportunities to the Indian economy and in particular to Hospitality Industry.There is also sizeable mismatch between demand and supply in Hospitality Sector. Various major steps by tourism industry have further reinforced the image of the country as an important tourist and business destination.

The Hospitality Sector in general is sensitive to fluctuation in the economy and is very sensitive to the global security environment. Further, the infrastructure by way of airports, roads and transport network also needs to grow at a faster pace to take on the load of higher volume and tourist traffic. Demand for Hospitality Sector is affected by world economic growth, a global recession could lead to downturn in this Sector.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control looking to its size and business. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.'

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

The Company enjoys cordial and harmonious relationship with its employee.

VIII. FIXED DEPOSITS:

During the year under review, the company has not invited any Fixed Deposit from the public.

IX. SUBSIDIARY COMPANY:

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company have accorded their consent for not attaching the accounts of the Company's subsidiary, Helmet Traders Limited along with the accounts of your Company. However the financial information pertaining to subsidiary Company, as required in the aforesaid Circular, is provided in the Annual Report of Your Company. Also the Annual Accounts of the Subsidiary Company is kept for inspection by any shareholders at the Registered Office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related information shall be made available to the Shareholders of the Company on demand. The Consolidated financial statements presented by the Company include financial information of it Subsidiary prepared by the Company pursuant to Clause 32 of the Listing Agreement and Accounting Standard (As -21).

X. LISTING STATUS :

The company's shares are presently listed on Bombay Stock Exchange Ltd..

XI. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars Of Employees) Rules 1975.

XII. DIRECTORS:

During the year, Mr. R.G.N. Swamy has been appointed as an Independent Director and Chairman of the Company. During the year, Mr. Abhay Lodha and Mr. Prasanna Lodha resigned from the Board with effect from 8th September, 2011 and 26th November, 2011 respectively. The Board places on record its sincere appreciation for the guidance received from them during their tenure as member of the Board.

During the year Shri Vinod Jatia has been re-appointed as Managing Director of the Company for a further period of Five year with effect from1st July, 2011.

Mr. Sanjay Saraf has been appointed as an Additional Independent Director of the Company with effect from 29th March, 2012. Mr. Sanjay Saraf will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mr. Sanjay Saraf for being appointed as a Director of the Company.

In accordance with the provisions of the Companies Act 1956, Mr. Prateek Jatia retires by rotation and being eligible offers himself for re-appointment.

XIII. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA)of the Companies Act1956, with respect to Directors' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

XIV. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Sanjay Saraf and Shri Vinod Jatia. Shri RGN Swamy and Shri Sanjay Saraf are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

XV. AUDITORS:

During the year, the name of Statutory Auditors firm has been changed from M/s. Churiwala & Co. to M/s KCPL & Associates.

M/s. KCPL & Associates, Chartered Accountants, the present Auditors of the Company, retires at he forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received certificate from them certifying that their appointment if made, would be within the limit specified under section 224(1B) of the Companies Act 1956. The Audit Committee of the Board has recommended their re-appointment.

XVI. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company's Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report

XVII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: Information required to be given pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules 1988, is presently does not apply to your Company, as your Company is under project implementation stage

XVIII. FOREIGN EXCHANGE EARNINGS AND OUT GO:

(Rs.)

Earning : Nil

Outgo : 37,912.00

XIX. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY

Date: 30th May 2012 Chairman

---

Mar 31, 2011

The Members of SUPREME HOLDINGS LIMITED

The Directors have pleasure in presenting Twenty Ninth Annual Report and Audited Accounts of the Company for the year ended 31st March 2011.

I. FINANCIAL RESULTS:

(Rs. in Lacs) 2010-11* 2009-10

Total Income 139.08 102.07

Total Expenditure 45.16 23.49

Profit before depreciation 93.92 73.58

Depreciation 1.03 2.27

Profit before Tax 92.89 71.31

Less: Provision for Tax 26.40 12.95

Less: Deferred Tax Liabilities(Asset) 5.55 9.55

Less: Earlier Year Taxes 0.02 (12.69)

Less: Prior period expenses 0.04 -

Add: Depreciation Reversal 3.47 - on change in accounting policy

Net Profit/(Loss) for the year 64.35 61.50

Add: Amount brought forward 366.45 304.95

Less: Dr. Balance on account 1.17 - of amalgamation

Profit available for 429.63 366.45 Appropriation

APPROPRIATIONS: Profit & Loss Account 429.63 366.45

* Financial statements represents merged operation of Company, Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services PVt. Ltd.

II. DIVIDEND:

No dividend is recommended for the year under review as it is considered appropriate that the financial resources of the Company be strengthened.

III. AMALGAMATION:

Your Directors are pleased to inform that subsequent to obtaining equity shareholders approval in the Court convened meeting held on 22nd March, 2011, the Scheme of Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. (First Transferor Company) and Royalways Trading & Investment Services Pvt. Ltd. (Second Transferor Company ) with the Company has been sanctioned by the Hon'ble Bombay High Court vide its order dated 29* July, 2011.

The Scheme became effective on 12th August, 2011 i.e. the date of filing of the order of the Hon'ble Bombay High Court with the Registrar of Companies, Maharashtra, with effect from 1" April, 2010 being Appointed Date. Accordingly, the Company is presenting the merged Annual Accounts for the year ended on 31st March, 2011.

The Amalgamation would enable effective utilization of immovable properties and will provide a larger asset base to the Company and thereby, enabling it to raise sources for future growth and expansion of the business and should also result in economies of scale and optimum utilization of the available resources.

Other post Amalgamation formalities have commenced.

IV. RESORT PROJECT:

The Company proposes to develop one resort project at village Koproli. Panvel near Mumbai. Panvel, over the recent years, has been witnessing rapid growth. The new International Airport is also coming up in Panvel and this will offer immense business potential for Hotels and Resorts. The Company has already acquired land for the said Resorts project during the earlier years and pursuant to Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd. with the Company, the Land of these two transferors Companies, which is adjacent to the Land of Company, is also available to the Company. This would enable effective utilization of immovable properties and will provide a larger asset base to the Company. The market value of the Panvel land is much higher than its book value as on date. This will help in ensuring long term sustainability and profitability of this venture.

The Conceptualization of the Project is under process and the activities on the same is expected to commence shortly.

V. PUNE PROJECT:

Pursuant to Amalgamation, the Hotel Project of Jatia Hotels & Resorts Pvt. Ltd. has been transferred and vested in the Company. A Five star Hotel is being developed at Pune. The Land has already been acquired and the construction activities have been commenced. Till the year end 31st March, 2011, an amount of Rs. 89.29 crores have already been spent on the project. The Project is likely to be completed in three years time.

VI. NAME CHANGE:

In order to reflect the Hospitality activities in its name, the Company had proposed to Change its name to "Supreme Holdings & Hospitality (India) Ltd. The proposed new name was also approved by the members along with the approval of the Amalgamation Scheme. The formalities for changing name are under process.

VII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

Despite financial crisis emerging in various parts of the world, the hospitality Industry in India has recovered from global economic downturn but the factors like inflations and terrorism has slowed the growth pace.

(b) Company's Performance:

The Company had not carried out any major activity during the 2010-11. The Income from operation of Rs. 4.99 lacs was only from redemption of preference shares. The other Income mainly includes Rs. 130/- lacs from assignment of Keyman Policy in favour of a Director. The total Income was at Rs.139.08 Lacs as compared to Rs. 102.07 Lacs in the previous year.

During the year under review, the employees cost was at Rs.5.66 Lacs as compared to Rs.0.80 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 39.49 Lacs as compare to Rs. 27.69 Lacs in the previous year.

The profit before depreciation and taxation was at Rs. 93.92 Lakhs as against Rs.73.58 Lacs in the previous year. The Depreciation was at Rs. 1.03 lacs as against Rs. 2.27 lacs in the previous year. After providing for taxation, including deferred tax and Depreciation reversal on change in accounting policy, the Company has reported a Net Profit of Rs. 64.35 lacs as against Rs.61.50 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI as Company had only one reportable segment during the year.

(d) Outlook for the Company:

Pursuant to Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd. with the Company, the Company has put forward a strong foothold in Hospitality Sector. This would enable effective utilization of immovable properties and will provide a larger asset base to the Company. The Company prospects are promising.

(e) Opportunities, Threats, Risks and Concerns:

The globalization has brought a lot of business opportunities to the Indian economy and in particular to Hospitality Industry. There is also sizeable mismatch between demand and supply in Hospitality Sector. Various major steps by tourism industry have further reinforced the image of the country as an important tourist and business destination.

The Hospitality Sector in general is sensitive to fluctuation in the economy and is very sensitive to the global security environment. Further, the infrastructure by way of airports, roads and transport network also needs to grow at a faster pace to take on the load of higher volume and tourist traffic. Demand for Hospitality Sector is affected by world economic growth, a global recession could lead to downturn in this Sector.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control looking to its size and business. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

The Company enjoys cordial and harmonious relationship with its employee.

VIII. FIXED DEPOSITS :

During the year under review the company has not invited any Fixed Deposit from the public.

IX. SUBSIDIARY COMPANY:

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company have accorded their consent for not attaching the accounts of the Company's subsidiary, Helmet Traders Limited along with the accounts of your Company. However the financial information pertaining to subsidiary Company, as required in the aforesaid Circular, is provided in the Annual Report of Your Company. Also the Annual Accounts of the Subsidiary Company is kept for inspection by any shareholders at the Registered Office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related information shall be made available to the Shareholders of the Company on demand.

The Consolidated financial statements presented by the Company include financial information of it Subsidiary prepared by the Company pursuant to Clause 32 of the Listing Agreement and Accounting Standard (As -21).

X. LISTING STATUS :

The company's shares are presently listed on Bombay Stock Exchange Ltd.

XI. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars Of Employees) Rules 1975.

XII. DIRECTORS:

Mr. R. G N. Swamy has been appointed as an Additional Independent Director and Chairman of the Company with effect from 23rS August, 2011. Mr. R. G. N. Swamy will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mr. R. G. N. Swamy for being appointed as-a Director of the Company.

The Board of Directors at its Meeting held on 30th June, 2011, re-appointed, subject to approval of shareholders, Shri Vinod Jatia as Managing Director of the Company for a further period of Five year with effect from 1st July, 2011. In accordance with the provisions of the Companies Act 1956, Mr. Prasanna Lodha retires by rotation and being eligible offers himself for re-appointment.

XIII. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act1956, with respect to Director's responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31" March 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31" March 2011 on a going concern basis.

XIV. AUDIT COMMITTEE:

The present Audit committee comprises of Shri Abhay Lodha, Shri Prasanna Lodha and Shri Vinod Jatia. Shri Abhay Lodha and Shri Prasanna Lodha are independent directors. Shri Prasanna Lodha is Chairman of the Audit Committee.

XV. AUDITORS:

M/s. Churiwala & Co., Chartered Accountants, the present Auditors of the Company, retires at he forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received certificate from them certifying that their appointment if made, would be within the limit specified under section 224(1 B) of the Companies Act 1956. The Audit Committee of the Board has recommended their re- appointment.

XVI. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company's Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report

XVII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: Information required to be given pursuant to section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in report of Board Of Directors) Rules 1988, is presently does not apply to your Company, as your Company is under project implementation stage.

XVIII. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning Nil

Outgo 80,079.00

XIX. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

R G N SWAMY Chairman

Place : Mumbai Date : 23rd August 2011

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Mar 31, 2010

The Directors have pleasure in presenting Twenty Eighth Annual Report and Audited Accounts of the Company for the year ended 31st March 2010.

I. FINANCIAL RESULTS:

(Rs. in Lacs) 2009-10 2008-09 Total Income 102.07 52.76

Total Expenditure 28.49 43.81

Profit before depreciation 73.58 8.95

Depreciation 2.27 3.05

Profit before Tax 71.31 5.90

Less: Provision for Tax 12.95 0.59

Less: Deferred Tax Liabilities(Asset) 9.55 12.06

Less: Fringe Benefit Tax - 0.27

Less: Earlier Year Taxes (12.69) 4.77

Less: Prior period expenses - 0.38

Net Profit/(Loss) for the year 61.50 (12.17)

Add: Amount brought forward 304.95 317.12

Profit available for Appropriation 366.45 304.95

APPROPRIATIONS:

Profit & Loss Account 366.45 304.95

II. DIVIDEND:

No dividend is recommended for the year under review as it is considered appropriate that the financial resources of the Company be strengthened.

III. NEW BUSINESS ACTIVITIES:

The Company proposes to develop one resort project at Panvel near Mumbai. Panvel, over the recent years, has been witnessing rapid growth as a tourist place. The new International Airport is also coming up in Panvel and this will offer immense business potential for Hotels and Resorts. The Company has acquired land for the said Resorts project during the earlier years for Rs. 418.40 lacs and also paid an advance amounting to Rs. 690.00 lacs for further acquiring land as per MOUs entered into by the Company with the parties. The detailed conceptualization of the Project is still under process. However, considering the sudden change in economic scenario, specially Hospitality sector, the Company is applying a cautious approach towards the said project.

V. FIXED DEPOSITS :

During the year under review the company has not invited any Fixed Deposit from the public.

VI. SUBSIDIARY COMPANY :

The Annual Accounts of the Company’s subsidiary, Helmet Traders Limited, along with a statement pursuant to section 212 of the Companies Act 1956 are annexed to this Annual Report.

VII. LISTING STATUS :

The company’s shares are presently listed on Bombay Stock Exchange Ltd.

VIII. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars Of Employees) Rules 1975.

IX. DIRECTORS:

In accordance with the provisions of the Companies Act 1956, Mr. Prateek Jatia retires by rotation and being eligible offers himself for re-appointment.

X. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act1956, with respect to Director’s responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

XI. AUDIT COMMITTEE:

The present Audit committee comprises of Shri Abhay Lodha, Shri Prasanna Lodha and Shri Vinod Jatia. Shri Abhay Lodha and Shri Prasanna Lodha are independent directors. Shri Prasanna Lodha is Chairman of the Audit Committee.

XII. AUDITORS:

M/s. Singrodia Goyal & Co, Chartered Accountants, the Statutory Auditors of the Company resigned with effect from 22nd April, 2010. The Members of the Company at its Extraordinary General Meeting held on 27th May, 2010, appointed M/s. Churiwala & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

The Present Auditors, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received certificate from them certifying that their appointment if made, would be within the limit specified under section 224(1 B) of the Companies Act 1956.

XIII. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company’s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report

XIV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of Board Of Directors) Rules 1988 does not apply to your Company, as your Company has not carried out any activity.

XV. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning : Nil

Outgo : Nil

XVI. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co- operation extended by the shareholders and look forwards for their continued support.

For and on behalf of the Board

Place : Mumbai Vinod Jatia

Date : 31st May 2010 Chairman & Managing Director