Directors Report of Luharuka Media & Infra Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 34th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2015. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rupees)

PARTICULARS 31.03.2015 31.03.2014

Revenue from Operations 26,01,040 21,34,824

Other Income 31,87,076 27,11,795

Profit For The Year Before Taxation 23,67,143 15,78,275

Tax Expenses

(a) Current Tax 9,00,000 6,35,000

(b) Deferred Tax (7,108) (77,155)

(c) Tax of Earlier Year 34,065 -

Profit after tax 14,40,186 1,020,430

FINANCIAL HIGHLIGHTS:

* Revenue from operations stood at Rs. 26,01,040/- for fiscal year 2015.

* Other income stood at Rs. 31,87,076/- for fiscal year 2015

* Profit for fiscal year 2015 is Rs. 14,40,186/- OPERATIONS:

Your Company is an upcoming infrastructure and media company in terms of revenue, earnings, market capitalization and developable area. The Company's primary business is development of residential, commercial and retail properties. The company has a unique business model with earnings arising from development and rentals and other media related activities. Its exposure across businesses, segments and geographies, mitigates any down-cycles in the market.

During the year Mr. Anil Agrawal HUF has given a public announcement under Regulation 3 and 4 of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011 to the public shareholders of the company and accordingly complied with the compliances of SEBI and taken over the control and management of your company.

DIVIDEND:

Your directors do not propose any dividend for the financial year ended 31.03.2015.

RESERVES:

The Company has not carried forward any amount to Reserves.

CHANGE IN MANAGEMENT & CONTROL:

The erstwhile promoter of the Company i.e M/s Bhrosemand Commodities Private Limited was entered Share Purchase Agreement on 10/10/2014 with Anil Agrawal HUF, and accordingly Anil Agrawal HUF, acquirer has given the public announcement on 10/10/2014 as per SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011. The Open Offer was completed in the month of June 2015 by complying with the SEBI (SAST) Regulations, 2011 and Anil Agrawal HUF has become the promoter of the Company.

However, M/s Anil Agrawal HUF has received an Ex-parte ad interim order dated December 19, 2014 passed by the Securities Exchange Board of India (SEBI) under section 11(1), 11(4) and 11B of the Securities Exchange Board of India Act, 1992 in the matter of First Financial Services Limited for not accessing the capital market. Your Promoter i.e. Anil Agrawal HUF filed a reply with SEBI in this regard.

On 24th February 2015, a hearing took place in SEBI. No final order has been passed by SEBI in this regard.

Further Mr. Anil Agrawal has been appointed as the Executive Promoter Director and Compliance Officer of the Company.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Manish Dadhich, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Anil Agrawal has been appointed as Additional Executive Promoter Director w.e.f 24th June 2015 and Ms. Alka Lath has resigned w.e.f 24th June, 2015 as the Whole Time Director of the Company.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

A brief resume and other details, as stipulated under the Listing Agreement for the above Directors seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

(i) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders and Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

(ii) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.

(iii) Details of Meetings held

During the year Six Board Meetings and one Independent Directors' meeting was held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report forming a part of the Annual Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

(iv) Constitution of Committees

The Board has constituted an Audit Committee, Nomination & Remuneration Committee and a Shareholders and Relationship Committee, the details of which have been mentioned in the Corporate Governance Report.

LISTING:

The Company's Shares are listed on BSE Limited. The Company has paid Listing fees for F.Y. 2015-16 to the BSE Limited.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement Clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That the directors had selected 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 loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

5. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. 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.

REGISTERED OFFICE OF THE COMPANY:

Since there is a change in Control and Management of the Company, the registered office of your Company has been shifted from Flat No 1006, Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai 400065 to A-301, Hetal Arch, Opp. Natraj Market, S.V. Road, Malad West, Mumbai 400064 in the Board Meeting held on 10th July, 2015.

DEPOSITS:

The Company has not invited or accepted any deposits during the financial year 2014-2015.

AUDITORS:

(i) Statutory Auditor

The retiring Statutory Auditor, namely M/s. S A R A & Associates., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment.

(ii) Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and Rules made there under, MRK & Co, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure 1 to this report.

(iii) Internal Auditor

M/S Pravin Chandak & Associates, Practicing Chartered Accountant, Mumbai performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

COMMENTS ON AUDITOR'S REPORT:

Statutory Auditors:

With respect to preliminary expenses, the Company had incurred certain expenses on account of increase in Authorized capital in connection with the Rights Issue of Equity Shares which were treated as Preliminary expenses in the books of accounts of the Company. Out of the said expenses, 1/5 has been debited to profit & loss account for the financial year 2014-2015 and balance has been carried forward for the next years with expectation of future benefit. The management has now decided that if any benefit will not arises in the next financial year 2015-2016 then all the preliminary expenses will be written off in compliance with Accounting Standard 26.

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

Secretarial Auditor:

As regards Company not having appointed the Company Secretary as required under Section 203 of the Companies Act 2013, the Company has made suitable efforts for the recruitment of a Suitable Candidate for the post of Company Secretary.

As regards the Company having delayed the filing of certain returns/ forms with the Registrar of Companies, these forms/returns have been filed by making the payment of the additional fee as prescribed by the law.

The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement and will finalize the same as and when the policies are mandatorily applicable to the Company.

Your Company has received an order dated December 20, 2014 passed by the Securities Exchange Board of India (SEBI) under section 15-I of the Securities Exchange Board of India Act, 1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 in the matter of Proposed Rights Issue of your Company and levied a penalty of Rs 5,00,000/- (Rupees Five Lacs only) for which a hearing took place on November 21,2014 in SEBI. Accordingly, your Company has made the requisite payment of the penalty to the SEBI.

During the year, Anil Agrawal HUF has given the public announcement on 10/10/2014 to the public shareholders of your Company as per SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011. The Open Offer was completed in the month of June 2015 by complying with the SEBI (SAST) Regulations, 2011 and Anil Agrawal HUF has become the promoter of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.splashmediainfra.com/whistle_blower_policy.php.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC2 is enclosed as Annexure2. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company.

SEBI ORDERS

1. SEBI had passed an adjudication order against the company vide order no. CFD/SML/AO/DRK-CS/eAD-3/500/44-14 dated 25th March 2014 by imposing a penalty of Rs. 15,00,000/- for Non Compliance of 6(2), 6(4), 7(3), 8(3) of SEBI (SAST) Regulations 1997.

Thereafter, the Company filed an appeal before the Securities Appellate Tribunal, Mumbai against the said order of Adjudication Officer (Ao). SAT has directed the AO of SEBI vide no. bearing no.182 of 2014 dated July 2nd, 2014 to restore the matter for fresh decision on merits and in accordance with law after considering the submissions made by the Target Company. The Order is pending from SEBI.

2. SEBI had sent a show cause notice under rule 4 of SEBI (Procedure for holding inquiry and imposing penalties by Adjudicating officer) Rules, 1995 and under rule 4 of Securities Contracts Regulations (Procedure for holding inquiry and imposing penalties by Adjudicating officer) Rules, 2005 in the matter Rights Issue of the Company bearing no. EAD-5/ADJ/ASK/AA/ OW/22605/2014 dated 31st July 2014 to the company.

The Company has submitted its reply to SEBI on 8th October 2014. Accordingly, adjudicating officer has passed order no. ASK/ AO/115/2014-15 DATED December 30, 2014 and imposed a penalty of Rs 5,00,000/- (Rupees Five lacs only) on the Company which has been paid vide Demand draft bearing no. 755993 dated January 7, 2015.

The Adjudicating officer also passed order no. ASK/AO/116-18/2014-15 dated 30th December 2014 exonerating all the three (3) directors against the alleged violation of ICDR Regulations, 2009.

PARTICULARS OF EMPOLYEES UNDER THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT9 is annexed herewith as Annexure 4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors during the year is furnished hereunder:

Sr. Name of the Director/ Designation Remuneration No KMP 2014-15

1 Ms. Alka Lath Whole Time Director 4,60,000 p.a.

2 Mr. Sharad Mishra** Chief Financial Officer 22,000

Sr. Name of the Director/ Remuneration Increase/ Ratio/Times No KMP 2013-14 Decrease per median of employee remuneration

1 Ms. Alka Lath Nil 4,60,000 2.04

2 Mr. Sharad Mishra** Nil 22,000 0.10

** Mr. Sharad Mishra was appointed as the Chief Financial Officer of the Company w.e.f 13th February, 2015.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

BUSINESS RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2014-15 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchange, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. S A R A & Associates., Practicing Chartered Accountants, confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:

Information in accordance regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure 3.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 2013, the Cash Flow Statement for the year ended 31.3.2015 is annexed here to as a part of the Financial Statements forming a part of the Annual Report.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

A policy on Sexual Harassment of Women at Workplace has been drafted and approved by the Board in its meeting held on May 29, 2015. A committee namely Local Control Committee has been construed for protection of women against Sexual Harassment at the workplace consisting of the following:

Name of Member Designation

Mrs. Shuchi Bansal Chairman

Mrs. Nikita Kothari Member

Mr. Sharad Mishra Member

The Committee will look after the complaints received from the women employees and will also work for Safety of Women at workplace.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review. Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board For Splash Media & Infra Ltd

Place: Mumbai Sd/- Sd/- Dated: 14.08.2015 Anil Agrawal Manish Dadhich Executive Director Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2014. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rupees)

PARTICULARS 31.03.20141 31.03.2013

Revenue from Operations 21,34,824 67,05,597

Other Income 27,11,795 9,26,139

Profit For The Year Before Taxation 15,78,275 44,78,351

Tax Expenses

(a) Current Tax 6,35,000 13,82,461

(b) Deferred Tax (77,155.00) (14,016)

(c) Tax of Earlier Year 2,630

Profit after tax 10,20,430 31,07,276

FINANCIAL HIGHLIGHTS:

Revenue from operations stood at Rs. 21,34,824/- for fiscal 2014

Other income stood at Rs. 27,11,795/- for fiscal 2014

Profit for fiscal 2014 is Rs. 10,20,430/-

DIVIDEND:

Your directors do not propose any dividend for the accounting year ended 31.03.2014.

DIRECTORS:

During the year Ms. Alka Lath was appointed as an additional Director of the Company on 15th March, 2014. She was re-appointed as whole Time Director of the Company for five years w.e.f. 30th May, 2014 subject to approval of members in this Annual General Meeting.

Mr. Kailash Chandra Sharma and Mr. Ratan Lal Maheshwari resigned from the Directorship on 30th May, 2014 and 2nd July, 2014 respectively.

Mr. Manish Dadhich, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mrs. Shuchi Bansal and Mr. Sunil Jain, directors of the Company, are being appointed as independent directors for five consecutive years for a term upto the conclusion Annual General Meeting of Company in the 2019, as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

LISTING:

The Company''s Shares are listed on BSE Limited. The Company has paid Listing fees for F.Y. 2014-15 to the BSE Limited.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2013-2014 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

REGISTERED OFFICE OF THE COMPANY:

The registered office of the Company shifted to Flat No 1006, Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai 400065.

DEPOSITS:

The Company has not invited or accepted any deposits during the financial year 2014-2015.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. S A R A & Associates., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment.

COST AUDITORS:

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

COMMENTS ON AUDITOR''S REPORT:

With respect to preliminary expenses, the Company had incurred certain expenses on account of increase in Authorised capital in connection with the Rights Issue of Equity Shares which were treated as Preliminary expenses in the books of accounts of the Company. Out of the said expenses,1/5 has been debited to profit & loss account for the financial year 2013-2014 and balance has been carried forward for the next years with expectation of future benefit. The management has now decided that if any benefit will not arises in the next financial year 2014-2015 then all the preliminary expenses will be written off in compliance with Accounting Standard 26.

With regard to maintenance of Fixed Assets register, the same will be complied in future.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 2013, the Cash Flow Statement for the year ended 31.3.2014 is annexed here to.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

For Splash Media & Infra Ltd. By Order of the Board

Place: Mumbai Sd/- Sd/- Dated: 05.08.2014 Shuchi Bansal Alka Lath Director Whole Time Director

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Mar 31, 2013

To the Members of the Company,

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2013. The fnancial results of the Company are summarized below:

FINANCIAL RESULTS:

PARTICULARS CURRENT YEAR PREVIOUS YEAR AMOUNT (RS.) AMOUNT (RS.)

PROFIT BEFORE DEPRECIATION AND TAXATION 4506576.00 9947468.00

LESS: Depreciation (28225.00) (55332.00)

PROFIT FOR THE YEAR BEFORE TAXATION 4478351.00 9892136.00

Less : Provision for taxation

Current tax (1382461.00) (3150000.00)

Deferred tax 14016.00 5749.00 Taxation Provisions for Earlier years (2630.00) (33160.00)

PROFIT AFTER TAX 3107276.00 6714725.00

Add: Brought forward from last year 13630091.00 9093842.00

Amount available for Appropriation 16737367.00 15808566.00

Less: Provision for Dividend (937200.00) (1874400.00)

Less : Provision for Corporate Dividend Tax (152038.00) (304075.00)

Balance Carried to Balance Sheet 15648129.00 13630091.00

PERFORMANCE OF THE COMPANY:

Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross income from operations has decreased as compared to the previous year. your directors are taking reasonable steps to increase the Gross income in the coming year.

We are sure that your company is of the view that the performance of the Company would further improve in the next fnancial year.

DIVIDEND:

Taking the overall proftability position into consideration the Board of Directors of your company is pleased to recommend a dividend of 1% i.e. Rs. 0.01 per Equity Share amounting to Rs. 9,37,200/- (Rupees Nine Lacs Thirty Seven Thousand Two Hundred) for the year 2012-13.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Ratan Lal Maheahwari retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

During the year Mr. Nalin Kumar Panchal resigned from the Directorship w.e.f. 10th August, 2012.

LISTING:

The Company''s Shares are listed on Bombay Stock Exchange Limited and Vadodara Stock Exchange Limited. The Company has paid Listing fees for F.Y. 2013-14 to the Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confrm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 fnancial year 2012-2013 and of the proft and loss of the Company for the period;

(iii) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

DEPOSITS:

The Company has not invited or accepted any deposits during the fnancial year 2012-2013.

AUDITORS:

M/S. RAMANAD & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certifcate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

COST AUDITORS:

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

PARTICULARS OF EMPLOYEES UNDER SENCTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31.3.2013 is annexed here to.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and offcers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Splash Media & Infra Ltd

Place: Mumbai Sd/- Sd/-

Dated: 12.08.2013 Suchi Bansal Kailash C Sharma

Director Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2012.The financial results of the Company are summarised below:

FINANCIAL RESULTS:

PARTICULARS CURRENT YEAR PREVIOUS YEAR AMOUNT (RS.) AMOUNT (RS.)

PROFIT BEFORE DEPRECIATION AND TAXATION 9947468.00 7423252.00

Less: Depreciation (55332.00) (27606.00)

PROFIT FORTHEYEAR BEFORE TAXATION 9892136.00 7395646.00

Less : Provision for taxation

Current tax (3150000.00) (2057930.00)

Deferred tax (5749.00) (75336.00)

Taxation Provisions for Earlier years (33160.00) (85833.00)

PROFIT AFTER TAX 6714724.00 5176547.00

Add: Brought forward from last year 9093842.00 6110249.00

Amount available for Appropriation 15808566.00 11286796.00

Less: Provision for Dividend (1874400.00) (1874400.00)

Less: Provision for Corporate Dividend Tax (304075.00) (318554.00)

Balance Carried to Balance Sheet 13630091.00 9093842.00

BUSINESS OVERVIEW :

Your company is a real estate development and Out-of-Home (OOH) media solutions company and your company undertakes the development of residential, commercial, office use, retail and mixed-use projects. We also undertake property development projects, wherein we provide customized built solutions. In the media business, we provide non Digital OOH media solutions for our clients.

Your company also undertakes the property development projects, wherein we provide customized built solutions. Currently your company property development projects are focused on construction of row houses in Indore. Our Non Digital OOH media solutions include creating and offering result oriented solutions for advertisers. We provide brand marketers with a range of out-of-home venues, platforms, demographics and psychographics to build brand affinity. Currently your company solutions are focused in Mumbai Metropolitan Region (MMR).

PERFORMANCE OFTHE COMPANY :

Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross income from operations has decreased as compared to the previous year. However the profits after tax for the current year is increased as comparison to the previous year and your directors are taking reasonable steps to increase more profit from the coming year.

We are sure that your company is of the view that the performance of the Company would further improve in the next financial year.

DIVIDEND:

The overall profitability position into consideration the Board of Directors of your company are pleased to recommend a dividend of 2% i.e Rs. 0.02 per Equity Share amounting to Rs. 18,74,400/- (Rupees Eighteen Lakh Seventy Four thousand Four hundred only) for the year 2011-12.

DIRECTORS.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Vishal Singh Gogawat retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

COMMENTS ON AUDITOR'S REPORT:

As regards company does not have the formal internal audit system, the directors of the company looking after the day to day operations of the company however your company is in the process of appointing the internal auditor for the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2011 - 2012 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

DEPOSITS :

The Company has not invited or accepted any deposits during the financial year 2011-2012

AUDITORS:

M/S. Ramanand & Associates, Chartered Accountants, are retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (I) (B) of the Companies Act, 1956.

COST AUDITORS :

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

PARTICULARS OF EMPLOYEES UNDER SECTION 2I7(2A) :

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO :

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (I) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT :

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31.3.2012 is annexed here to.

RIGHTS ISSUE :

Your company has already intimated you regarding the proposed Rights issue of the company and accordingly your company has got the approval for the same from the BSE vide letter no. DCS/PREF/NP/IP-RT/1066/10-11 dated 17th February 2011 and awaiting the approval from the Securities Exchange Board of India.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Splash Media & Infra Ltd

Sd/- Sd/-

Nalin Kumar Panchal Kailash C Sharma

Executive Director Managing Director

Place : Mumbai

Dated: 21 st July, 2012

---

Mar 31, 2011

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2011. The financial results of the Company are summarised below:

FINANCIAL RESULTS:

PARTICULARS CURRENT YEAR PREVIOUS YEAR

AMOUNT (RS.) AMOUNT (RS.)

PROFIT BEFORE DEPRECIATION AND TAXATION 7423252.00 6255440.00

LESS: Depreciation (27606.00) (106396.00)

PROFIT FOR THE YEAR BEFORE TAXATION 7395646.00 6149044.00

Less : Provision for taxation

Current tax (2057930.00) (1773000.00)

Deferred tax (75336.00) (14418.00)

Taxation Provisions for Earlier years (85833.00) NIL

PROFIT AFTER TAX 5176547.00 4361626.00

Add: Brought forward from last year 6110249.00 3941577.00

Amount available for Appropriation 11286796.00 8303203.00

Less: Provision for Dividend (1874400.00) (1874400.00)

Less : Provision for Corporate Dividend Tax (318554.00) (318554.00)

Balance Carried to Balance Sheet 9093842.00 6110249.00

BUSINESS OVERVIEW :

Your company is a real estate development and Out-of-Home (OOH) media solutions company and your company undertake the development of residential, commercial, office use, retail and mixed-use projects. Your Company also undertake property development projects, wherein the Company provide customized built solutions. In the media business, your Company provide non Digital OOH media solutions for the Company clients.

A change in management and controlling interest has resulted in the overhaul of business operations and accordingly your company has diversifed its activities by venturing itself into the arena of construction and development of real estate spaces in October 2009.

Your company have a diversifed portfolio of projects covering key segments of the real estate market, which includes residential, commercial, office use, retail and mixed use projects. Your company have a pipeline of 1(One) Ongoing and 1 (One) planned project in Mumbai. These projects have aggregate land area of 9,427 Sq Mtr (including a Joint Venture of Krishna Marvel in which your company hold 50%).

Your company is also undertake the property development projects, wherein your Company provide customized built solutions. Currently your company property development projects are focused on construction of row houses in Indore. Your Company Non Digital OOH media solutions include creating and offering result oriented solutions for advertisers. Your Company provide brand marketers with a range of out-of-home venues, platforms, demographics and psychographics to build brand affnity. Currently your company solutions are focused in Mumbai Metropolitan Region (MMR).

PERFORMANCE OF THE COMPANY :

Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross income from operations has recorded a immense increase in the current year as comparison to the previous year and as a result profits after tax for the current year is also increased as comparison to the previous year and your directors are taking reasonable steps to increase more proft from the coming year.

We are sure that your company is of the view that the performance of the Company would further improve in the next financial year.

DIVIDEND:

The overall proftability position into consideration the Board of Directors of your company are pleased to recommend a dividend of 2% i.e Rs. 0.02 per Equity Share amounting to Rs. 18,74,400/- (Rupees Eighteen Lakh Seventy Four thousand Four hundred only) for the year 2010-11.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Sunil Jain retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

COMMENTS ON AUDITORS REPORT:

As regards company does not have the formal internal audit system, the directors of the company looking after the day to day operations of the company however your company is in the process of appointing the internal auditor for the company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confrm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2010- 2011 and of the proft and loss of the Company for the period;

(iii) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

DEPOSITS :

The Company has not invited or accepted any deposits during the financial year 2010-2011

AUDITORS:

M/S. RAMANAD & Associates, Chartered Accountants, have appointed in the Extra ordinary general meeting held on 27th November 2010 and they are retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certifcate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

COST AUDITORS :

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

PARTICULARS OF EMPLOYEES UNDER SENCTION 217(2A) :

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO :

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT :

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31st March 2011 is annexed here to.

INCREASE IN THE AUTHORISED CAPITAL :

Your Company has already intimated you regarding the increase in Authorised capital of the Company from Rs. 10,00,00,000/- to 20,00,00,000/- and accordingly your approval has also taken in the general meeting held on 27th November 2010 by passing the special resolution and your company received the approval from the Registrar of companies, Mumbai accordingly.

RIGHTS ISSUE :

Your company has already intimated you regarding the proposed Rights issue of the company and accordingly your company has got the approval for the same from the BSE vide letter no. DCS/PREF/NP/IP-RT/1066/10-11 dated 17th February 2011 and awaiting the approval from the Securities Exchange Board of India.

SUB DVISION OF THE FACE VALUE OF THE EACH EQUITY SHARE OF THE COMPANY :

Your company has already intimated you regarding the sub division of face value of each equity share from Rs. 10/- to Rs. 1/- and accordingly your company has got the permission from the relevant authorities for the sub division and presently your company paid up capital is Rs. 9,37,20,000/- i.e 93720000 Equity Shares of Rs. 1/- each.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

For Splash Media & Infra Ltd

Sd/- Sd/-

Kailash C Sharma Nalin Kumar Panchal

Managing Director Executive Director

Place : Mumbai

Dated: 11.06.2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2010. The financial results of the Company are summarised below:

FINANCIAL RESULTS:

PARTICULARS CURRENT PREVIOUS YEAR YEAR AMOUNT (RS.) AMOUNT (Rs.)

PROFIT BEFORE DEPRECIATION AND TAXATION 6255440.00 600199.00

LESS: Depreciation (106396.00) (270991.00)

PROFIT FOR THE YEAR BEFORE TAXATION 6149044.00 329208.00

Less : Provision for taxation

Current tax (1773000.00) (167000.00)

Deferred tax (14418.00) 73524.00

Fringe Benefit Tax NIL NIL

PROFIT AFTER TAX 4361626.00 235732.00

Add: Brought forward from last year 3941577.00 3871679.00

Amount available for Appropriation 8303203.00 4107411.00

Less: Provision for Dividend (1874400.00) (124650.00)

Less : Provision for Corporate Dividend Tax (318554.00) (21184.00)

Transfer to General Reserve NIL (20000.00)

Balance Carried to Balance Sheet 6110249.00 3941557.00

BUSINESS OVERVIEW :

Your company has considered the diversification of its activities by venturing itself into the arena of construction and development of real estate spaces. The company has also identified some projects as well in construction space.

Your Company has achieved the prominent growth in the fiscal 2010 and the company is primarily engaged in development of commercial, residential and retail properties. Our operations span all aspects of real estate development from the planning of land, execution and development of projects, marketing of projects. In a short span of time company has penetrated and positioned itself in to residential, commercial and retail segment with the particular focus on territories like Mumbai Suburbs and Indore. Due to factors such as steady growth in Indian economy and resulting increase in corporate and constimer incomes as well as foreign investment in India, We also foresee promising growth opportunity and steady intensification in real estate and infrastructure sector.

In addition to diversification in to real state and infrastructure sector, Company is also carrying out an overhaul of its media operations, where company has identified clients including Multi Commodity Exchange of India for providing the services for hoarding space for its advertising. Further we expect to add more clienteles for its media operations.

PERFORMANCE OF THE COMPANY:

Looking into the market scenario during the year under review, the performance of your Company has been satisfactory. The gross income from operations has recorded a immense increase in the current year as comparison to the previous year and your directors are taking reasonable steps to increase more profit from the coming year.

We are sure that your company is of the view that the performance of the Company would further improve in the next financial year.

DIVIDEND:

The overall profitability position into consideration the Board of Directors of your company are pleased to recommend a dividend of 2% i.e 0.20 paise per Equity Share amounting to Rs. 18,74,400/- (Rupees Eighteen Lakh Seventy Fourthousand Four hundred only) for the year 2009-10.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mrs. Shuchi Bansal retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Mr. Nailin Kumar Panchal has been appointed as Whole time director of the company with effect from 16th November, 2009 and Mr. Kailash Gupta, Mr. Vishal Singh Gogawat have been appointed as a directors of the company with effect from 16th March, 2010 and Mr. Kailash C. Sharma has been appointed as Managing director of the Company with effect from 5th June 2010 for the period of 5 years

Mr. Chirag Shah, Mr. Arun Dagaria, Mr. Anil Kumar Nevatia and Mr. Atul Surana have been resigned as directors of the company with effect from 16th March, 2010 respectively.

CHANGE IN THE NAME OF THE COMPANY:

Your company has already intimated you and received your approval by way of postal ballot held on 5" October, 2009 for the change in the name of the company from Splash Mediaworks Limited to Splash Media & Infra Limited and accordingly your company also received the approval from the Registrar of Companies, Mumbai and got the fresh certificate of incorporation consequent to change in the name of the company.

CHANGE IN THE CONTROL OF THE COMPANY:

Your company has already intimated you and received your approval by way of postal ballot held on 16* March, 2010 and also in the Extra Ordinary General Meeting held on 6th March, 2010 for change in the control of the company and accordingly M/s. Bhrosemand Commodities Pvt. Ltd has become the promoter of your company.

SHIFTING IN REGISTERED OFFICE OF THE COMPANY:

Your company has pleased to intimate you that for more operational convenience of business transactions, your company has shifted its Registered office from 19, Lakshminarayan Shopping Centre, 1st floor, Poddar Road, Malad (E), Mumbai - 400097 to Pyarelal Building, Near Infant Jesus School, Chincholi Bunder Road, Malad (W), Mumbai - 400064 with effect from 16,th March, 2010

COMMENTS ON AUDITORS REPORT

As regards company does not have the formal internal audit system, the directors of the company looking after the day to day operations of the company however your company is in the process of appointing the internal auditor for the company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2009-2010 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

DEPOSITS:

The Company has not invited or accepted any deposits during the financial year 2008-2009

AUDITORS:

M/S. PKC & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

COST AUDITORS:

The Central Government had not directed an audit of cost accounts maintained by the company in respect of its trading business.

PARTICULARS OF EMPLOYEES UNDER SENCTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the Bombay Stock Exchange Limited. The Company is regular in payment of listing fee.

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

During the year the Company has not consumed any source of energy, absorbed any new technology and transacted in foreign exchange. Hence information as per clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31.3.2010 is annexed here to.

INCREASE IN AUTHORISED CAPITAL OF THE COMPANY:

Your Company has already intimated you regarding the increase in Authorised capital of the Company from Rs. 2,50,00,000/- to 10,00,00,000/- and accordingly your approval has also taken in the general meeting held on 22nd September, 2009 by passing the special resolution and your company received the approval from the Registrar of companies, Mumbai accordingly

BONUS ALLOTMENT:

Your Company has allotted the shares by way of bonus issue in the ratio of 3:1 to the members of the company on 26th December, 2009 and accordingly your company paid up capital has increased to 9,37,20,000/- from 2,34,30,000/-.

CONSTITUTION OF COMMITTEES AS PER THE CORPORATE GOVERNANCE:

As your company paid up capital has been increased to more than 3 cores the Corporate Governance as per the Clause - 49 of the Listing agreement is applicable to your company and accordingly your Company has constituted the Audit Committee, Shareholders Grievance Committee and Remuneration Committee.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board For Splash Media & Infra Ltd

Sd/- Sd/-

Place: Mumbai Kailash C. Sharma Nalirt Kumar Panchal

Dated: 05.06.2010 Managing Director Executive Director