The Directors have pleasure in presenting their 39^th Annual Report and the Audited Statement of Accounts for the year ended 31^st March, 2022.

1. HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

2. OPERATION AND PERFORMANCE REVIEW

During the year under review on standalone basis your Company earned an income of' 13,249.72 Lakh against ' 25,818.76 Lakh in the previous year. Your Company incurred losses of ' 82,080.07 Lakh as compared to the ' 64,231.30 Lakh in the previous year.

3. DIVIDEND

In view of the losses incurred and stressed financial resources, your Directors do not recommend any dividend on Equity Shares and Preference Shares for the year under review. Consequently, no amount is transferred to reserves for the year ended 31^st March, 2022.

4. BUSINESS OPERATIONS

The Company is amongst the leading players in the country in the Engineering, Designing and Construction (E, D&C) segment for power, roads, Bridges and other infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects in Power sector and infrastructural areas through its special purpose vehicles. It has executed the various projects within the state and country. Further, the Company is also a leading utility company having presence across the value chain of energy, Infrastructure businesses.

5. FINANCE

During the year under review, the Company's Financials were under severe stress on account of several factors like Covid 19 pandemic, delay in execution of projects, delay in execution of BOT Projects, cost over runs on delayed projects, high

interest cost vis- a-vis volume of the Company's operation, stressed working capital finance and similar factors peculiar to the infrastructure sector.

6. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and implementation requirements of Indian Accounting Standards ('IND-AS') Rules on Accounting and disclosure requirements, which is applicable to our company and as prescribed by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") the audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of each of the subsidiary and joint venture in the prescribed form AOC-1 is annexed to this annual report.

Pursuant to Section 136 of the Companies Act, 2013 the financial statements of the subsidiaries are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.supremeinfra.com under the Investors Section.

7. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company as on 31^st March, 2022 had Sixteen Subsidiaries of which Fifteen are incorporated and based in India & One Overseas.

The Company also had one Associate Companies as on 31^st March, 2022. Some Joint Venture Projects have become non operative on account of the completion of the projects.

The Company has adopted a policy for determining material subsidiaries in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The said policy is available on the Company's website. A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1.

The company had Four subsidiaries of which one Supreme Infrastructure BOT Private Limited, Patiala Nabha Infra Projects Private Limited, Kopargaon Ahmednagar Tollways (Phase I) Private Limited is under the CIRP Process and Sanjose Supreme Tollways Development Private Limited is under the Liquidation Process.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future

9. DEPOSITS

During the year under review, your Company has not accepted any deposit from the public or its employees during the year under review. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

10. ENVIRONMENT & SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all applicable compliances of environmental regulations and preservation of natural resources.

Your Directors further state that during the year under review, no complaints were reported to the Board as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tasted and no reportable material weaknesses in the operations were observed.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Bhawanishankar Sharma, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of Independence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Rules made thereunder and are independent of the management

KEY MANAGERIAL PERSONNEL

The Company has designated Mr. Vikram Sharma- Managing Director and Mr. Sidharth Suresh Kumar Jain - Chief Financial Officer as Key Managerial Persons of the Company.

FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirement of Listing Regulations, the Company has put in place a Familiarisation Program for the independent directors to familiarize them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of the Familiarisation Program are explained in the Corporate Governance Report. The said details are also available on the website of the Company www.supremeinfra.com.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as that of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

REMUNERATION POLICY

The Company has adopted a remuneration policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration policy is annexed as Annexure II to this Report.

MEETINGS

The Company held a minimum of Board meeting and Audit Committee Meeting as per companies Act, 2013. The details of the Meetings held during the financial year are given in the Corporate Governance Report.

13. PARTICULARS OF EMPLOYEES

The details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed as "Annexure III"

During the financial year 2021-2022 not applicable as there are no employee in the Company employed throughout the financial year with salary above ' 102 Lakhs per annum or employed in part of the financial year with average salary above ' 8.5 Lakhs per month.

The ratio of remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in the statement here as follows:

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Pursuant to Section 186 of the Act, details of the Investments made by the Company are provided in the notes to the standalone financial statement.

15. AUDITORSSTATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No, 101569W) and M/s. Ramanand & Associates, Chartered Accountants (Firm Registration No. 117776W) are appointed as the joint auditors of the Company for a period of three years by the members of the Company at 38th Annual General Meeting (AGM) to hold office from the conclusion of 38th AGM till the conclusion of 41st AGM.

EXPLANATION TO THE QUALIFICATION IN AUDITORS' REPORT

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2021-2022. The relevant Para nos. of the report and reply are as under:

i. Auditor's Qualification and Management's Reply on standalone financial results:

i. As stated in Note 11.3 to the accompanying standalone financial statements, the Company's current financial assets as at March 31, 2022 include trade receivables

aggregating ' 57,636.97 lakhs which have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed). Management has assessed that no adjustments are required to the carrying value ofthe aforesaid balances, which is not in accordance with the requirements of Ind AS 109, 'Financial Instruments'. Consequently, in the absence of sufficient and appropriate evidence to support the management's contention of recoverability of these amounts and balance confirmations, we are unable to comment upon the adjustments, if any, that are required to the carrying value of trade receivables, and consequential impact, if any, on the accompanying standalone financial statements. The audit Opinion on the Company's Standalone financial Statements for the previous year ended 31 March 2021 was also modified in respect of this matter.

ii. As stated in Note 4.4 to the accompanying Standalone financial Statements, the Company's non-current investments and trade receivable as at March 31, 2022 include non-current investments in one erstwhile Subsidiary Company, Supreme Infrastructure BOT Private Limited and trade receivables from step down subsidiaries of the said Company amounting to ' 142,556.84 lakhs and ' 2,983.93 lakhs respectively. The Company has significant accumulated losses, and its consolidated net-worth is fully eroded. Further, the said Company is facing liquidity constraints due to which it may not be able to realise projections as per the approved business plans. Also, during the year, The National Company Law Tribunal, Mumbai (NCLT) vide Order dated February 25, 2022 ("Admission Order"), had appointed an Interim Resolution Professional ("IRP") which has been subsequently assailed before the Hon'ble National Company Law Appellate Tribunal

("NCLAT") and the Hon'ble NCLAT has vide its order dated March 02, 2022 directed that no steps be taken in furtherance to the Admission Order. Further, due to suspension of Board of Directors of the Company as per above order, there is no control over the management and operations of this Company from February 25, 2022 onwards. However, investment in this Company has continued to be carried at cost. Management has considered such balance as fully recoverable and Management has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, 'Financial Instruments'. In the absence of sufficient and appropriate evidence to support the management's assessment as above, continued losses in this Company for FY 2021-22, loss of control over this Company and uncertainty of operations due to CIRP process and other relevant alternate evidence, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these non-current investments, and trade receivables from step down subsidiaries of Said Company and the consequential impact on the accompanying Standalone financial Statements. The audit opinion on the Company's Standalone financial Statements for the previous year ended March 31, 2021 was also modified in respect of non-current investments.

iii. As stated in Note 4.5 to the accompanying standalone financial Statements, the Company's non-current investments and trade receivable as at March 31, 2022 include investments in one of its subsidiary and trade receivable from said subsidiary amounting to ' 14,686.34 lakhs and ' 3,722.72 lakhs respectively. During the year, National Highways Authority of India ("NHAI") has issued an "intent to terminate" notice to this subsidiary. The said notice has been subsequently stayed by order of the Hon'ble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties. Management has considered non-current investment and trade receivables as fully recoverable and Management has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, 'Financial Instruments. In the absence of sufficient and appropriate evidence to support the management's assessment as above, stoppage of operations and non-recognition of trade payable to holding company in books of this subsidiary, and also considering uncertainty of operations and cash flows due to termination notice and matter under arbitration to support the management's assessment as above, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these non-current investments and trade receivables and the consequential impact on the accompanying standalone financial Statements.

iv. As stated in Note 18.1 to the accompanying standalone financial Statements, the Company's current borrowings as at March 31, 2022 include balance amounting to ' 14,045.52 Lakhs (Principal Amount), in respect of which confirmations/statements from the respective banks/lenders have not been provided to us by the management of the Company. Further, in respect of certain loans where principal balance has been confirmed from the confirmations issued by the banks/ lenders, the interest accrued amounting ' 2,59,215.76 Lakhs have not been confirmed by banks/lenders. In the absence of such confirmation from banks/lenders or sufficient and appropriate alternate audit evidence, we are unable to comment on the adjustments and changes in results and classification of balances in accordance with the principle of Ind AS 1, presentation of financial statements, if any, that may be required to carrying value of the aforementioned balances in the accompanying standalone financial Statements. The audit Opinion on the Company's standalone financial Statements for the previous year ended March 31, 2021 was also modified in respect of this matter.

v. As stated in Note 38 to the accompanying standalone financial Statements statements regarding non compliances with the following requirements of the Act towards which the Company has not provided for penalty in its Standalone financial statements. Further, additional impact if any, on the standalone financial statements is presently not ascertainable:

Holding of the Annual General Meeting (AGM), laying of the standalone Financial Statements in the AGM for the financial year 2020-21 and filing of annual return and annual accounts for the financial years ended March 31,2020 and March 31,2021 respectively in accordance with the requirements of section 96(1), 129, 92(1) and 137, respectively, of the Act.

Management Reply to the above Auditor's Qualification

Trade receivables as at 31 March 2022 include ' 57,636.97 lakhs, which have been outstanding for a substantial period (including receivables in respect of projects closed/ substantially closed). Based on the contract terms and the ongoing recovery/ arbitration procedures (which are at various stages), Management is reasonably confident of recovering these amounts in full. Accordingly, these amounts have been considered as good and recoverable.

The Company's non-current investments and trade receivable as at March 31, 2022 include non-current investments in one erstwhile Subsidiary Company, Supreme Infrastructure BOT Private Limited and trade receivables from step down subsidiaries of the said Company amounting to ' 142,556.84 lakhs and ' 2,983.93 lakhs respectively. SIBPL is having various Build, Operate and Transfer (BOT) SPVs under its fold. Based on certain estimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basis of the orders of Hon'ble

NCLAT, Management believes that the net-worth of SIBPL does not represent its true market value and the realizable amount of SIBPL is higher than the carrying value of the non-current investments and Trade receivable as at March

31.2022 and due to which these are considered as good and recoverable.

The Company's non-current investments and trade receivable as at March 31, 2022 include investments in Supreme Panvel Indapur Tollways Private Limited ('SPITPL'), a subsidiary company and trade receivable from SPITPL, amounting to ' 14,686.34 lakhs and ' 3,722.72 lakhs respectively. National Highways Authority of India ("NHAI") has issued an "intent to terminate" notice to SPITPL, the said notice has been subsequently stayed by order of the Hon'ble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties. Based on certain estimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, Management believes that the net-worth of SPITPL does not represent its true market value and the realizable amount of SPITPL is higher than the carrying value of the non-current investments as at March

31.2022 and due to which these are considered as good and recoverable.

Company's current borrowings as at March 31,2022 include balance amounting to ' 14,045.52 Lakhs, in respect -of which confirmations/statements from the respective banks/ lenders have not been provided to us by the management of the Holding Company. Further, in respect of certain loans while principal balance has been confirmed from the confirmations issued by the banks/lenders, the interest accrued amounting ' 2,59,215.76 Lakhs have not been confirmed by banks/lenders. In the absence of confirmations/ statements from the lenders, the Company has provided for interest and other penal charges on these borrowings based on the latest communication available from the respective lenders at the interest rate specified in the agreement. The Company's management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classification of these borrowings into current and non-current as at 31 March 2022 is based on the original maturity terms stated in the agreements with the lenders.

Non compliances with the following requirements of the Act towards which the Company has not provided for penalty in its financial statements. Further, additional impact if any, on the financial statements is presently not ascertainable

Holding of the Annual General Meeting (AGM), laying of the Financial Statements in the AGM for the financial year 202021 and filing of annual return and annual accounts for the financial years ended March 31, 2020 and March 31, 2021 respectively in accordance with the requirements of section 96(1), 129, 92(1) and 137, respectively, of the Act.

The Auditor's qualification in respect of Consolidated Financial Statements and Management Response thereof is in line with the above.

i. As stated in Note 13.3 to the accompanying statement, the Holding Company's current financial assets as at March 31 2022 include trade receivables aggregating ' 57,636.97 lakhs where the receivables have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed) and Management has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, 'Financial Instruments'. Consequently, in the absence of sufficient and appropriate evidence to support the management's contention of recoverability of these amounts and balance confirmations, we are unable to comment upon the adjustments, if any, that are required to the carrying value of trade receivables, and consequential impact, if any, on the accompanying statement. The audit Opinion on the Company's Statement for the previous year ended March 31, 2021 was also modified in respect of this matter.

ii. As stated in Note 6.4 to the accompanying statement, the Holding Company's non-current investments and trade receivable as at March 31, 2022 include non-current investments in one erstwhile Subsidiary Company, Supreme Infrastructure BOT Private Limited and trade receivables from step down subsidiaries of the said Company amounting to ' 142,556.84 lakhs and ' 2,983.93 lakhs respectively. The subsidiary company has significant accumulated losses, and its consolidated net-worth is fully eroded. Further, the subsidiary company is facing liquidity constraints due to which it may not be able to realize projections as per the approved business plans. Also, during the year, The National Company Law Tribunal, Mumbai (NCLT) vide Order dated February 25, 2022 ("Admission Order"), had appointed an Interim Resolution Professional ("IRP") which has been subsequently assailed before the Hon'ble National Company Law Appellate Tribunal ("NCLAT") and the Hon'ble NCLAT has vide its order dated March 02, 2022 directed that no steps to be taken in furtherance to the Admission Order. However, investment in this Company has continued to be the investment at cost. Management has considered such balance as fully recoverable and Management has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, 'Financial Instruments. In the absence of sufficient and appropriate evidence to support the management's assessment as above, continued losses in this subsidiary for FY 2021-22, uncertainty of operations due to CIRP process and other relevant alternate evidence, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these noncurrent investments, and trade receivables from step down subsidiaries and the consequential impact on the accompanying financial statements.

iii. As stated in Note 6.4 of the accompanying financial statements, Supreme Infrastructure BOT Private Limited ("SIBPL"), a Subsidiary of Company, the Board of Directors of SIBPL were suspended with effect from February 25, 2022, and the Holding Company, therefore, did not exercise either control or significant influence over SIBPL from that date onwards. Owing to unavailability of financial statements and/or financial information of SBIPL and its subsidiaries ("SBIPL Group") for the period April 1, 2021 to February 22, 2022 ("cut- off period"), the financial statements of SBIPL Group for the cut-off period have not been included in the consolidated financial statements of the Holding Company and the assets and liabilities of SBIPL Group have been derecognized at their respective carrying values as at March 31, 2021 instead of 22^nd February, 2022. The said accounting treatment by the Group is not in compliance with the Ind AS 110-Consolidated Financial Statements. In the absence of relevant financial information of SBIPL, we are unable to comment upon the compliance of Ind AS 110- Consolidated Financial Statements and its consequential impact on the consolidated financial statements for the year ended 31^st March, 2022.

iv. The Group's trade receivable as at March 31,2022 include receivable from one of the subsidiary, Supreme Panvel Indapur Tollways Private Limited amounting to ' 2,849.06 lakhs has not been recognized by the subsidiary in its financial statements as payable to the holding Company. Management has considered trade receivables as fully recoverable and has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, 'Financial Instruments'. In the absence of sufficient and appropriate evidence to support the management's assessment as above and non-recognition of trade payable to Holding company in books of this subsidiary, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these trade receivables and the consequential impact on the accompanying financial statements.

v. As stated in Note 20.1 to the accompanying financial statements, the Holding Company's current borrowings as at March 31, 2022 include balance amounting to ' 14,045.52 Lakhs (Principal Amount), in respect of which confirmations/statements from the respective banks/lenders have not been provided to us by the management of the Company. Further, in respect of certain loans where principal balance has been confirmed from the confirmations issued by the banks/ lenders, the interest accrued amounting ' 2,59,215.76 Lakhs have not been confirmed by banks/lenders. In the absence of such confirmation from banks/lenders or sufficient and appropriate alternate audit evidence, we are unable to comment on the adjustments and changes in results and classification of balances in accordance with the principle of Ind AS 1, presentation of financial statements, if any, that may be required to carrying value of the aforementioned balances in the accompanying financial statement.

vi. As stated in Note 43 to the accompanying financial statement, regarding non compliances with the following requirements of the Act towards which the Holding Company has not provided for penalty in its Consolidated/Standalone financial statements. Further, additional impact if any, on the financial statements is presently not ascertainable.

Holding of the Annual General Meeting (AGM), laying of the standalone/consolidated Financial Statements in the AGM for the financial year 2020-2021 and filing of annual return and annual accounts for the financial years ended March 31, 2020 and March 31, 2021 respectively in accordance with the requirements of section 96(1), 129, 92(1) and 137, respectively, of the Act.

Management Reply to the above Auditor's Qualification

Trade receivables as at 31 March 2022 include ' 57,636.97 lakhs, which have been outstanding for a substantial period (including receivables in respect of projects closed/ substantially closed). Based on the contract terms and the ongoing recovery/ arbitration procedures (which are at various stages), Management is reasonably confident of recovering these amounts in full. Accordingly, these amounts have been considered as good and recoverable.

The Holding Company's non-current investments and trade receivable as at March 31, 2022 include non-current investments in one erstwhile Subsidiary Company, Supreme Infrastructure BOT Private Limited and trade receivables from step down subsidiaries of the said Company amounting to ' 142,556.84 lakhs and ' 2,983.93 lakhs respectively. SIBPL is having various Build, Operate and Transfer (BOT) SPVs under its fold. Based on certain estimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basis of the orders of Hon'ble NCLAT, Management believes that the net-worth of SIBPL does not represent its true market value and the realizable amount of SIBPL is higher than the carrying value of the non-current investments and Trade receivable as at March

31,2022 and due to which these are considered as good and recoverable.

The Group's trade receivable as at March 31, 2022 include receivable from one of the subsidiary, Supreme Panvel Indapur Tollways Private Limited amounting to ' 2,849.06 lakhs has not been recognised by the subsidiary in its financial statements as payable to the holding Company. Management has considered trade receivables as fully recoverable and has assessed that no adjustments are required to the carrying value of the aforesaid balances.

Holding Company's current borrowings as at March 31,2022 include balance amounting to ' 14,045.52 Lakhs (Principal amount), in respect -of which confirmations/statements from the respective banks/lenders have not been provided to us by the management of the Holding Company. Further, in respect of certain loans while principal balance has been confirmed from the confirmations issued by the banks/ lenders, the interest accrued amounting ' 2,59,215.76 Lakhs have not been confirmed by banks/lenders. In the absence of confirmations/statements from the lenders, the Company has provided for interest and other penal charges on these

borrowings based on the latest communication available from the respective lenders at the interest rate specified in the agreement. The Company's management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classification of these borrowings into current and non-current as at 31 March 2022 is based on the original maturity terms stated in the agreements with the lenders.

Non compliances with the following requirements of the Act towards which the Company has not provided for penalty in its financial statements. Further, additional impact if any, on the financial statements is presently not ascertainable

Holding of the Annual General Meeting (AGM), laying of the Financial Statements in the AGM for the financial year 202021 and filing of annual return and annual accounts for the financial years ended March 31, 2020 and March 31, 2021 respectively in accordance with the requirements of section 96(1), 129, 92(1) and 137, respectively, of the Act.

Further, the other observations made by the Auditors in their report are self-explanatory and does not call for any further comment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Infrastructure activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial year 2022-2023. Accordingly, a Resolution seeking Member's ratification for the appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors is included at the Notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Rakhi Dasgupta & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2021-2022 along with certain qualification, reservation or adverse remark annexed herewith as 'Annexure-IV.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In Compliance with the Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and SEBI circular CIR/CFD/CMD1/27/2019 dated 8th February, 2019, the Company has undertaken an audit for the financial year 2021-2022 for all the applicable compliance as per the Securities and Exchange Board of India Regulation and Circular/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Rakhi Dasgupta & Associates, Company Secretary has been submitted to the Stock Exchanges within the prescribed time lines.

16. BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

17. VIGIL MECHANISM

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Ombudsperson Task Force or to the Chairman of the Audit Committee.

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

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as amended, before National Company Law Tribunal or other courts during the year 2021-2022. However the company had six subsidiaries of which one Supreme Infrastructure BOT Private Limited, Patiala Nabha Infra Projects Private Limited, Kopargaon Ahmednagar Tollways (Phase I) Private Limited, Supreme Vasai Bhiwandi Tollways Private Limited and Supreme Manor Wada Bhiwandi Infrastructure Private Limited are under the CIRP Process and Sanjose Supreme Tollways Development Private Limited is under the Liquidation Process.

19. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS:

The disclosure under this clause is not applicable as the Company has not taken any loan from banks or financial institutions and there was no instance of one-time settlement with any Bank or Financial Institution.

20. CORPORATE GOVERNANCE

As per Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

21. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. In the preparations of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. Selected such accounting policies as mentioned in the annual accounts and applied them consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2022 and of the loss of the Company for the year ended on that date;

c. 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;

d. Prepared the annual accounts on a going concern basis;

e. Laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively;

f. Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

22. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the approval given on April 10, 2015 by Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 1, 2015. These secretarial Standards were thereafter revised and made effective from October 1, 2017. The Company is in compliance with the same.

24. REPORTING OF FRAUD

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act.

25. LISTING

Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid listing fees for the year 2021-2022.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo

stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given hereunder:

CONSERVATION OF ENERGY

The Company's main activity is of construction which does not require any utilities. However, Power is required for (a) running the crushing unit, (b) operating the ready mix concrete plant (c) operating the asphalt plant and (d) at the various project sites for operating the machinery/equipment and lighting. The power requirement of manufacturing units is met from local distribution sources and from generator sets. The power required at the project sites for operating the machinery/equipment and lighting are met from the regular distribution sources and are arranged by the clients who award the contracts. At the project sites where the power supply cannot be arranged, diesel generator sets are used to meet the requirement of power.

The conservation of energy in all possible areas is undertaken as an important means of achieving cost reduction. Savings in electricity, fuel and power consumption receive due attention of the management on a continuous basis.

TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

The Company has not acquired any technology for its manufacturing division. However, the technology adopted and applied is the latest technology available in the Industry and main thrust has always been put to adapt the latest technology.

In terms of Research and Development, it is the Company's constant endeavor to be more efficient and effective in planning of construction activities for achieving and maintaining the highest standard of quality.

In view of the above, the rules regarding conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there was no foreign exchange earnings and outgo.

27. ANNUAL RETURN

Pursuant to Section 194(3) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company is available on the website of the Company i.e. www.supremeinfra.com.

28. INTERNAL FINANCIAL CONTROL

Your Company operates in SAP environment and has its accounting records stored in an electronic form and backed up periodically. The SAP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated process to ensure accurate and timely updation of various master data in the underlying SAP system.

The statutory Auditor of the Company has pointed out some areas where the Company needs to strengthen the Internal Control. Management of your Company is taking effort to strengthen these areas in which more controls required to make the robust Internal Financial Control.

29. RELATED PARTY TRANSACTIONS

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. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materially of related party transactions. Thus, the disclosure in 'Form AOC-2' is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval. Prior omnibus approval of Audit Committee and the Board of Directors is obtained on an annual basis for the transactions which are foreseen and of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has a Related Party Transactions Policy duly approved by the Board and the same is uploaded on the Company's website. The details of Related Party Transactions are given in the notes to the financial statements.

30. EMPLOYEE STOCK OPTION SCHEME

With an objective of participation by the employees in the ownership of the Company through share based compensation scheme/ plan, your company has implemented ESOS Scheme after having obtained the approval of the shareholders at the Annual General Meeting of the Company held on 30^th September, 2015. However, no ESOS have been granted during the year under review.

31. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

A. Details relating to deposits covered under chapter V of the Act.

B. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

C. No significant or material orders in view of the management were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

32. CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may contain certain statements describing the Company's objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company's operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

33. ACKNOWLEDGEMENTS

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