Directors Report of Satchmo Holdings Ltd.

Mar 31, 2025

Your Directors present their 21^st Annual Report with the standalone and consolidated annual audited accounts of the Company for the year ended March 31, 2025.

1. Financial Results:

(Rupees in Lakh)
Particulars	STANDALONE		CONSOLIDATED
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	159	1,929	1,182	4,401
Other Income	371	7,581	345	8,947
Total Income	530	9,510	1,527	13,348
Total Expenses	2,204	8,209	2,902	11,868
Profit/(loss) before Exceptional Items and Tax	(1,674)	1,301	(1,375)	1,480
Exceptional Items	3,225	(1,055)	3,213	(10)
Profit/(Loss) before Tax	1,551	246	1,838	1,470
Less : Tax	-	(110)	-	(110)
Net Profit / (Loss) after tax	1,551	356	1,838	1,580

2. State of Company''s Affairs:I. Financial Statement:

The Company has complied with the applicable provisions of the Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015 (''the Listing Regulations'') in preparation of Standalone and Consolidated financial statements.

The audited consolidated Balance Sheet as at 31st March, 2025, consolidated statement of Profit and Loss for the year ended as on that date together with the Notes and Reports of Auditors along with the Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d), Cash flow Statements , Management Discussion and Analysis Report forms part of the Annual Report. The financial figures have been regrouped, wherever required, in line with disclosure requirements under Schedule III of the Act.

a. Standalone:

During the year under review the Company has earned a total income of Rs. 530 Lakhs as against Rs. 9,510 Lakh in the previous year. The Company has incurred total expenses of Rs. 2,204 Lakh as compared to previous year''s expenses of Rs. 8,209 Lakh. The Company has incurred net profit of Rs. 1551 Lakhs for the year 2024-2025 as against a net profit of Rs. 356 Lakhs in the previous year.

b. Consolidated:

During the year under review the Company has earned a total income of Rs. 1,527 Lakhs as against Rs. 13,348 Lakh in the previous year. The Company has incurred total expenses of Rs. 2,902 Lakh as compared to previous year''s expenses of Rs. 11,868 Lakhs. The Company has incurred net profit of Rs. 1,838 Lakhs for the year 2024-2025 as against a net profit of Rs. 1,580 Lakhs in the previous year at growth of almost 25% in net profit.

II. Change in nature of business:

The Company has not changed its business in the year 2024-25 and is predominantly focused on its businesses in the sectors of Facilities Management, Catering, Restaurants, Food, and Equity Trading.

3. Dividend:

No dividend has been declared in the year 2024-25. Further there was no such amount towards unpaid Dividend to be transferred to the IEPF during the current year.

4. EPS

The Basic Earnings per Share has increased from Rs. 0.24 of previous year to Rs. 1.06 in the current year 2024-25.

5. Deposits

The Company has not accepted any fresh deposits as per the provisions of Section 73 of the Act during the current financial year.

6. Transfer to Reserves

No amount was required to be transferred to the reserves.

7. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which the financial statement relate and the date of the report:

There were no such material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year and the date of this Report. However, The Company has incurred losses over the years resulting in negative net worth, negative working capital and negative cash flows. The default in payment of dues to banks and financial institution and creditors etc are the identified events that, individually or collectively, still cast significant doubt on the Company''s ability to continue as a going concern. The banks and financial institutions have declared the outstanding loan accounts of the company as Non-Performing Accounts (NPA).

The Company is still in negotiation with JCF (ARC) for the proposed one time final settlement.

No other one time settlement (OTS) has been entered by the Company during the current year.

8. Change in the Nature of Business, if any

During the year under review, there has been no change in the nature of business.

Company has also not changed any of its clauses in its Memorandum and Articles of Association during the current year.

9. Finance and Accounts

During the year under review, your Company has not availed any credit facilities from Banks or any other financial institutions nor has made any investments in any other entities.

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2025 have been prepared in accordance with the Ind AS, notified under Section 133 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to give a true and fair view of the state of affairs and profits and cash flows of your Company for the year ended March 31, 2025.

10. Consolidated Financial Statements

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and Section 129 of the Act read with Schedule III to the Act, the Consolidated Financial Statements of your Company for the financial year ended March 31, 2025 have been prepared in accordance with the relevant Ind AS issued by the Institute of Chartered Accountants of India and on the basis of the audited financial statements of your Company and the last Audited Financial Statements of your Company''s subsidiaries as approved by their respective Board of Directors.

11. Human Relations and Industrial Relations

During the year under review, employee relations at all sites remained cordial. Despite the exceptional challenges faced in past years, the motivated work force aided your Company in maintaining its Industrial Relations at all time.

12. Significant or material orders passed by the regulators/ courts :

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals against the Company, impacting the Company''s operations in future. The Company is pursuing various matters in different courts, NCLT and other forums which is being addressed by the Company.

The Company has also received various notices from different statutory authorities from time to time due to irregular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, value added tax, goods and services tax, MSME dues and Cess.

There are no orders passed by under IBC against the Company during the current year.

13. Significant events/actions, having a major bearing on the Company''s affairs:

There are no significant events/actions during the previous year that may have a major bearing on the Company Affairs.

14. Board Diversity:

Your Company believes that a diversified board will bring differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage and as a collective is equipped to guide the business and strategy of the company.

At present, your company have an appropriate mix of executive, non-executive, women and independent directors to maintain the independence of the Board, and separate its functions of governance and management. Also one of the independent directors on the Board of the Company is a woman director.

15. The Board of Directors and the composition thereofI. Composition of the Board

The Board of the Company currently comprises of 6 (Six) Directors of which three are Independent Directors including an Independent Woman Director. The Composition of the Board of Directors is in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Declaration by Independent Directors

The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149 (6) of the Companies Act, 2013 and in the Listing Regulations. All Independent Directors of the Company have registered themselves as Independent Director with Indian Institute of Corporate Affairs at Manesar in accordance with the Companies (Appointment and Qualification of Directors) Rules, 2014.

II. Change in the Board

Mr. Nitesh Shetty (DIN:00304555) appointed as Chairman & Managing Director of the Company since 2006 and has been reappointed by special resolution passed by the shareholders for the period of one year with effect from 15^th December 2024 to 14^thDecember 2025 (both days inclusive).

Mr. Rajeev Khanna (DIN:07143405), Executive Director of the Company resigned from the position of Whole-time Executive Director and Chief Financial Officer of the Company on April 16, 2024.

During the year, Mr. Ramesh Karur Raghavendran (DIN:03572425) has been appointed as Whole-time Executive Director and Chief Financial Officer of the Company, who shall retire by rotation in the Annual General Meeting, and is eligible for re-appointment.

All appointment of the Directors of the Company have been duly intimated to the Stock Exchanges and to the Ministry of Corporate Affairs, New Delhi.

III. Meetings of the Board

The Board of Directors met 6 (Six) times during the year on following dates;
1. 16^th April 2024	2. 10^th May 2024
3. 02^nd August 2024	4. 08^th November 2024
5. 15^th January 2025	6. 31^st January 2025

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR), a separate meeting of the Independent Directors were held on 31^st January 2025 and 21^st March 2025.

The Composition of the Board and the Committees along with the meeting attendance details are provided in the Corporate Governance Report.

IV. Annual Evaluation of the Board, its Committees and Individual Directors

The Independent Directors of the Company at their separate meeting held on 31^st January 2025 as per the provisions of Section 149 read with Schedule V of the Companies Act, 2013 and the Listing Regulations, had carried out an annual evaluation of the

Board, Committees and individual Directors'' performance. The performance of the Board was evaluated after seeking inputs from the Independent Directors on the basis of criteria such as Board composition, Structure, Board processes and their effectiveness, information given to the Board, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors'' on the basis of criteria such as their participation, contribution at the meetings, and their preparedness on the agenda items to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

V. Familiarization programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, it''s Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

The Company also keeps the Board updated on the applicable Laws, Regulations, Enactments etc. and any changes, amendments thereon from time to time.

16. Directors'' Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to nomination of and remuneration for the directors, Key Managerial Personnel and Senior Management personnel.

The Nomination and Remuneration policy has been prepared pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations and were recently updated.

Non-Executive Independent Directors are remunerated by way of sitting fees for attending the meetings of the Board and the Committees thereof. During the year the sitting fees paid for Board Meetings and Audit Committee meetings is Rs. 50,000/- for all the meetings attended during the quarter, the Nomination & Remuneration Committee is Rs 15,000/- and the Stakeholders Relationship Committee is Rs. 15,000/-.

The Nomination & Remuneration Policy of the Company is uploaded on the Website of the Company at: https://satchmoholdines.in/policies-other-related-matters/

Remuneration Details of Directors and Employees pursuant to Section 134 of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20141

Ratio of remuneration of each Director to the median remuneration of the employees and percentage increase in the remuneration is as follows:

Sl. No.	Name of the Directors	Designation	Ratio of remuneration to median remuneration of the Company	% increase in the remuneration of Directors
1.	Mr. Nitesh Shetty	Managing Director		Nil
2.	Mr. L. S Vaidyanathan	Whole-Time Director		Nil

The shareholders of the Company has earlier approved the appointment of Mr. Nitesh Shetty as Managing Director and Mr. L S Vaidyanathan as Whole-Time Executive Director of the Company along with the terms of remuneration payable to, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of appointment. As the Company has still not received the NOC form the financial institutions including banks where the Company has default in payment of its dues, both Mr. Nitesh Shetty, Managing Director and Mr. L S Vaidyanathan, Executive Director of the Company has provided an undertaking to the Board for non-acceptance of any remuneration from the Company till the NOC is obtained by the Company.

18. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism policy for its Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct/business ethics that provides for adequate safeguards against victimization of the director(s) and employee(s) who avail of the mechanism. None of the Directors/Employees of the Company have been denied access to the Chairman of the Audit Committee. No complaint has been received during the financial year 202425.

19. Corporate Social Responsibility

In view of continuing losses and this being the first year of profit which is much below the threshold limit, the Company was not required to contribute towards CSR activities and has also not contributed towards any CSR activities during the year 2024-25. The Company was also not required to constitute a separate Corporate Social Responsibility Committee under the provisions of Companies Act 2013.

20. Internal Financial Controls

The Board of the Company is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the period ended as on 31^st March, 2025, based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board committees, including the Audit Committee.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the audit committee. Based on periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

The Company has a proper and adequate Internal Control System to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to Management is reliable and timely. Company ensures adherence to all statutes.

21. Statutory Auditors

M/s KAMG & Associates, Chartered Accountants (Firm No. 311027E) were appointed as new Statutory Auditors of the Company in the last Annual General Meeting and have expressed a modified opinion in their Audit Report for the financial year ended 31st March, 2025.

The Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d) along with the management response to the same is as below:

Audit Qualification (each Audit Qualification separately)

individually or collectively, may cast significant doubt on the Company''s ability to continue as a going concern. The Statement does not adequately disclose this fact.

The Company has stepped back / separated from certain projects under development and has transferred those projects to other developers/ landowners through the Memorandum of Understanding (MOU) or Business Transfer Agreement (BTA). Although these transactions have reduced the liability of the Company to banks and financial institutions, the ability of the Company to continue as a going concern continues to remain uncertain in view of the negative net worth.

As the Company has not recognized this fact and has prepared the standalone financial statements on a going concern assumption basis without carrying out any adjustments, in our opinion, the Statement may not give a true and fair view.

Response : Comprehensive approaches focused on identifying root causes with strategical planning have been put in place to revive with potential business diversification. This was already a part of the previous year AGM agenda too. Efforts are being made to close the borrowings through OTS and it''s in final stages of conclusion and closure. Considering these the Management is of the view the impact of Going concern would not be of concern anymore in future.

2. Audit Qualification: Year-end balance confirmation in respect of trade receivables, trade payables, vendor advances, advances from customers and other advances have not been provided for our verification and record for all the parties. In the absence of such confirmation, we are unable to ascertain any consequential effect of the above to the financial results for the year. As explained, necessary mails have been sent to some of the parties for confirmation. However, no replies have been received in this regard except in few cases.

Response : Balance confirmation letters have been sent to the vendors & customers on RPAD basis for the samples selected by the Audit team. However, from the books of accounts point of view all controls are in place to ensure that the balances of customers and vendors which are a part of financial statements are stated correct.

3. Audit Qualification: As per the records of the Company and information and explanations provided to us, the Company has been irregular in depositing the undisputed statutory dues, including provident fund, income-tax, value-added tax, Goods and Services tax, cess, etc. The Company is yet to deposit to the Income Tax Department the tax deducted from vendors amounting Rs. 128 lakhs and is an assessee in default by virtue of Income Tax Act.

The Company also has a receivable balance of Rs. 678.39 Lakhs and a payable balance of Rs. 201.42 Lakhs (excluding interest and disputed VAT liability under appeal) from/ to various government authorities. Due to such statutory non-compliance, we are unable to comment on the actual recoverability and payment of the dues against such balances.

Response : The Company has further paid the outstanding dues to certain extent during the previous year and is hopeful of liquidation of substantial amount of statutory liabilities in its current year subject to availability of funds.

4. Audit Qualification: Necessary documents with respect to certain advance payments to vendors and receipts from vendors/customers and movement in balance during the period were not made available for our verification which include a balance payable to a former subsidiary amounting Rs 624 lakhs out of which Rs 40 lakhs was received during the year the purpose and details of which were not made available to us by the management. Consequently, we are unable to comment on such transactions and balances.

Response : Amounts are already reflecting in books of accounts.

5. Audit Qualification: Inventories amounting to Rs 1,441 Lakhs (Net of "Payable to Land Owner for land under JDA") has not been tested impairment for ascertaining the realizable value as on 31 March 2025. To the extent of any possible diminution of value not accounted for, the standalone financial results may not give a true and fair view as per the requirement of Ind AS 22.

Response : Valuation of Inventories for the JDA agreement/projects to ascertain Net Realisable Value (NRV) is not practical for the unfinished or early stage projects. However, as per Management, considering the market value of similar projects in that area and the balance cost to be incurred the value will be higher than the cost incurred in the books of accounts. Hence as per the Management the books of accounts have been fairly stated at cost which is generally lower than the NRV.

6. Audit Qualification: The Company had written off old debit balances and also written back old payables in the year ended 31 March 2025 amounting Rs 129 lakhs and Rs 3,342 lakhs respectively as the same are considered unrealizable and without any

claim for payment over a considerable period of time. Supporting documents were mostly not made available to us as audit evidence for our verification and record in regard to such write offs/write backs as mentioned

Response : Liability is already recorded in books of accounts.

22. Secretarial Aud itor

The Board of Directors of the Company appointed M/s Kedarnath & Karthik (Firm of Company Secretaries) as the Secretarial Auditors of the Company for the financial year 2024-25. The Secretarial Audit Report for the year ended 31^st March, 2025 issued by the Secretarial Auditors in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder is annexed to this report separately as Annexure - A.

There are no qualifications or adverse remarks in the Secretarial Audit Report for the Board of Directors of the Company

23. Particulars of remuneration of employees

The details of remuneration to Directors, Key Managerial Personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with rules made thereunder has been provided in Annexure B to this report. There were a total of 68 employees during the end of the financial year.

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 134 of the Companies Act, 2013 read with rules made thereunder, the particulars of conservation of energy, technology absorption, and foreign exchange earnings and outgo are set out in Annexure C to this report.

25. Corporate Governance

In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, Corporate Governance Report forms part of this Annual Report.

Further, a certificate from M/s Kedarnath & Karthik (Firm of Company Secretaries) affirming the compliance with the various provisions of the Corporate Governance in terms of Regulation 27 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and exhibited separately.

26. Accounting Standards

Your Company has been adopting "IndAS" since April 01, 2017. The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

27. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

28. Reconciliation of Share Capital Audit

As per the directive of Securities and Exchange Board of India, M/s Kedarnath & Karthik (Firm of Company Secretaries), undertook the Reconciliation of Share Capital Audit on a quarterly basis and the reconciliation documents, for the year under review, have been duly uploaded on the website of the Stock Exchange.

29. Cost Audit and Cost Records

During the year under review, provisions of Section 148 of the Companies Act, 2013 read with Rule 4 of the Companies (Cost Record and Audit) Rules, 2014, that every company specified in item (B) of rule 3 shall get its cost records audited in accordance with these rules was not applicable for the Company for the year 2024-25 as the overall annual turnover of the company from all its products and services during the financial year ending 31st March 2025 (immediately preceding financial year) was much below the prescribed limit under the Act. However, the maintenance of Cost Records as prescribed under the provisions of Section 148 of the Act was applicable for the business activities carried out by the Company. The Company has been maintaining the Cost Records and updating the same from time to time as applicable.

30. Political Contribution

Your Company has not made any political contribution to any political parties during the financial year under review.

31. Certificate Pursuant to Clause 10 of Schedule V of (LODR), Reg, 2015:

In terms of sub clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained certificate from Practicing Company Secretary with respect to disclosure/ declaration/ representation received from the directors and taken on record by the Board of Directors, as on March 31, 2025, none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the SEBI/ Ministry of Corporate Affairs or any such other statutory authority. The above said Certificate is appended hereto and forms part of the Corporate Governance Report.

32. Code of Conduct

In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, a declaration signed by Mr. Nitesh Shetty, the Chairman & Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2024-25 forms part of the Corporate Governance Report.

33. Management Discussion and Analysis Report

In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section and forms part of the Annual Report.

34. Extract of the Annual Return

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, rule 12, sub rule (1) as amended, the extract of the Annual Return (MGT-9) is no longer required to be attached along with Board Report. The copy of the Annual Return for the year 2024-25 can be accessed on the Company''s website at the link: https://satchmoholdings.in/Annual Return/

35. Particulars of Loans, Guarantees and Investments

Pursuant to the provisions of Section 134 of the Companies Act, 2013 the particulars of the loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 is detailed in the Notes to Accounts section of the Annual Financial Statements.

During the year under review the Company has not obtained any fresh new Loans, guarantees and securities from any financial institutions or Banks and all Loans, guarantees and securities are within the limits as prescribed under section 186 of the Companies Act, 2013.

During the year under review the Company has made in investment of Rs. 100,000 towards equity capital in its Wholly Owned Subsidiary - Satchmo Foods Private Limited by subscribing 10,000 Equity shares of Rs. 10/- each in its Equity Share Capital.

The Company has further proposed to invest Rs. 5 Crores in trenches towards the plant and machinery in Satchmo Foods Private Limited, its wholly owned Subsidiaries and has already taken its possession of the Factory Premises and has also started procurement of the machinery and equipment for production.

36. Related Party Transactions

During the year under review, the Company has obtained all necessary approvals for contract/ arrangement/ transaction entered with a related party in terms of the policy adopted by the Company and under the provisions of Section 188 of the Companies Act, 2013 and the Listing Regulations 23 of SEBI (LODR) on the Related Party transactions.

The transactions entered with the Related Parties as defined under the Companies Act, 2013 and identified by the Company are at arms-length and in the normal course of business transactions. There were no material related party transactions entered by the Company during the previous year, which requires prior Shareholder''s approval.

The Related Party Transactions under IND-AS 24 undertaken during the financial year 2024-25 are detailed in the Notes to Accounts section of the Annual Financial Statements.

The Half yearly reports of Related Party transactions has also been placed on the website of BSE (Exchange).

37. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. There were no cases reported under POSH Act during the previous year.

38. Risk Management Policy

The Company has formulated a comprehensive Risk Management Policy and is in regular compliance of the same. The Company has appropriate and effective risk management systems, which carries out risk identification, assessment and ensures that risk mitigation plans are in place.

39. Review of Subsidiaries and Associates

Pursuant to Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries and associates, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Companies Act, 2013 read with the rules made thereunder, forms part of the Annual Report.

A statement containing the salient features of the financial statements of the Company''s subsidiaries is annexed to the Consolidated Financial Statement in the prescribed format of Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate accounts in respect of subsidiaries are available on the website of the Company.

During the year the following material changes occurred relating to subsidiaries:

The shareholders of the Company has already obtained its inprincipal approval for de-subsidizing the Wholly Owned Subsidiaries of the Company namely - Northroof Ventures Private Limited (NVPL) and Marathalli Ventures Private Limited (NVPL).

The Company has entered into Share Purchase Agreement for share of its complete holdings in its wholly owned subsidiary -Northroof Ventures Private limited to the incoming investor subject to receipt of NOC from the Lenders and release of shares mortgaged with the Lenders.

The Company has incorporated one more wholly owned subsidiary of the Company in the name of SATCHMO FOODS PRIVATE LIMITED and has made an investment of Rs. 100,000 towards equity capital by subscribing 10,000 Equity shares of Rs. 10/- each.

In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for determining material subsidiaries. The Policy may be accessed on the Company''s website at the link: https://satchmolholdines.in/policies-other-related-matters/

40. Other disclosures/Reporting

No disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

â¢ Issue of Equity Shares with or without differential rights as to Dividend, voting or otherwise

â¢ Issue of Shares (including sweat equity shares) to Employees of the Company under any scheme

â¢ None of the Directors including Managing Directors or Whole Time Directors of the Company received any remuneration or commission from any of the Company''s subsidiaries

â¢ No frauds has been reported by the Internal Auditors to the Audit Committee

41. Prevention of Insider Trading

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has made a Code of practices and procedures for fair disclosure of unpublished price sensitive information and prevention of insider trading to prohibit the insider trading, to govern the fair disclosure of unpublished price sensitive information and to attain equality of access to such information with a view to regulate trading in securities by the Directors and designated employees of the Company. All Directors and the designated employees have confirmed compliance with the Code.

The Company has also has complied with the requirement of Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) the Company has purchased a software for recording of Name, PAN and email id etc. of the person to whom Unpublished Price Sensitive Information is shared for genuine purpose and the Board confirms that the Company has a system driven Structured Digital Database in place to capture all the UPSI.

42. Additional Information to shareholders

All important and pertinent investor information such as financial results, press releases, project updates and other corporate announcements are made available on a regular basis on the website www.satchmoholdings.in of the Company.

43. Acknowledgement:

Your Directors are pleased to place on record their sincere appreciation of the valuable assistance and co-operation extended to the Company by its Customers, Bankers, Financial Institutions, State and Central Government authorities, Service Providers, Contractors and the Shareholders for the Company''s operations.

Your Directors also place on record their appreciation on the significant contributions made, and support extended, by the employees of the Company at all levels during the year.

Mar 31, 2024

The Directors present their 20^th Annual Report with the standalone and consolidated annual audited accounts of the Company for the year ended March 31, 2024.

1. Financial Results:

(Rupees in Lakh)
Particulars	STANDALONE		CONSOLIDATED
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1,929	7,606	4,401	9,984
Other Income	7,581	9,417	8,947	10,816
Total Income	9,510	17,023	13,348	20,800
Total Expenses	8,209	22,716	11,868	27,749
Profit/(loss) before Exceptional Items and Tax	1,301	(5,693)	1,480	(6,949)
Exceptional Items	(1,055)	-	(10)	-
Profit/(Loss) before Tax	246	(5,693)	1,470	(6,949)
Less : Tax	(110)	-	(110)	522
Net Profit / (Loss) after tax	356	(5,693)	1,580	(7,471)

2. State of Company''s Affairs:I. Financial Statement:

The audited consolidated Balance Sheet as at 31st March, 2024, consolidated statement of Profit and Loss for the year ended as on that date together with the Notes and Reports of Auditors along with the Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d), Cash flow Statements , Management Discussion and Analysis Report forms part of the Annual Report. The financial figures have been regrouped, wherever required, in line with disclosure requirements under Schedule III of the Act.

a. Standalone:

During the year under review the Company has earned a total income of Rs. 9,510 Lakhs as against Rs. 17,023 Lakh in the previous year. The Company has incurred total expenses of Rs. 8,209 Lakh as compared to previous year''s expenses of Rs. 22,716 Lakhs. The Company has incurred net profit of Rs. 356 Lakhs for the year 2023-2024 as against a loss of Rs. 5,693 Lakhs in the previous year.

b. Consolidated:

During the year under review the Company has earned a total income of Rs. 13,348 Lakhs as against Rs. 20,800 Lakh in the previous year. The Company has incurred total expenses of Rs. 11,868 Lakh as compared to previous year''s expenses of Rs. 27,749 Lakhs. The Company has incurred net profit of Rs. 1,580 Lakhs for the year 2024-2025 as against a loss of Rs. 7,471 Lakhs in the previous year.

II. Change in nature of business:

The Company has not changed its business sin the year 2023-24 earlier and is predominantly focused on its businesses in the sectors of Facilities Management, Catering, Restaurants, Food, and Equity Trading.

3. Dividend:

No dividend has been declared in the year 2023-24

4. EPS

The Basic Earnings per Share has increased from Rs. (3.90) of previous year to Rs. 0.24 in the current year 2023-24.

5. Deposits

The Company has not accepted any fresh deposits as per the provisions of Section 73 of the Act during the current financial year.

6. Transfer to Reserves

No amount was required to be transferred to the reserves.

The one time final settlement entered with the Banks and Financial Institutions during the year 2023-24 is still in process.

8. Change in the Nature of Business, if any

During the year under review, there has been no change in the nature of business.

9. Finance and Accounts

During the year under review, your Company has not availed any credit facilities from Banks or any other financial institutions nor has made any investments in any other entities.

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2024 have been prepared in accordance with the Ind AS, notified under Section 133 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to give a true and fair view of the state of affairs and profits and cash flows of your Company for the year ended March 31, 2024.

10. Consolidated Financial Statements

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and Section 129 of the Act read with Schedule III to the Act, the Consolidated Financial Statements of your Company for the financial year ended March 31, 2024 have been prepared in accordance with the relevant Ind AS issued by the Institute of Chartered Accountants of India and on the basis of the audited financial statements of your Company and the last Audited Financial Statements of your Company''s subsidiaries as approved by their respective Board of Directors.

11. Human Relations and Industrial Relations

12. Significant or material orders passed by the regulators/ courts :

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals against the Company, impacting the Company''s operations in future. The Company is pursuing various matters in different courts and forums which is being addressed by the Company.

13. Significant events/actions, having a major bearing on the Company''s affairs:

There are no significant events/actions during the previous year that may have a major bearing on the Company Affairs.

14. Board Diversity:

15. The Board of Directors and the composition thereofI. Composition of the Board

Declaration by Independent Directors

II. Change in the Board

Mr. Nitesh Shetty (DIN:00304555) appointed as Chairman & Managing Director of the Company since 2006 and has been re-appointed by special resolution passed by the shareholders for the period of one year with effect from 15^th December

2023 to 14^th December 2024 (both days inclusive).

Mr. Subramanian Ananthanarayanan (DIN: 07621318), Non-Executive-Independent Director of the Company has also been reappointed as an Independent Director of the Company by special resolution passed through postal ballot on 20^th March

2024 to continue to hold office for second term of five years upto February 25, 2029 after the completion of first term of five years on February 25, 2024.

Mr. Rajeev Khanna (DIN:07143405), Executive Director of the Company resigned from the position of Whole-time Executive Director and Chief Financial Officer of the Company on April 16, 2024.

Mr. Ramesh Karur Raghavendran (DIN:03572425) has been appointed as Additional Whole-time Executive Director and Chief Financial Officer of the Company on April 16, 2024 whose term shall end on this Annual General Meeting and his reappointment has been placed before the shareholders for approval.

All appointment of the Directors of the Company have been duly intimated to the Stock Exchanges and to the Ministry of Corporate Affairs, New Delhi.

III. Meetings of the Board

The Board of Directors met 6 (Six) times during the year on following dates;

1. 28^th April 2023	2. 28^th July 2023
3. 21^st September 2023	4. 03^rd November 2023
5. 09^th February 2024	6. 16^th March 2024

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR), a separate meeting of the Independent Directors was held on February 09, 2024.

The Composition of the Board and the Committees along with the meeting attendance details are provided in the Corporate Governance Report.

IV. Annual Evaluation of the Board, its Committees and Individual Directors

The Independent Directors of the Company at their separate meeting held on February 09, 2024 as per the provisions of Section 149 read with Schedule V of the Companies Act, 2013 and the Listing Regulations, had carried out an annual evaluation of the Board, Committees and individual Directors'' performance. The performance of the Board was evaluated after seeking inputs from the Independent Directors on the basis of criteria such as Board composition, Structure, Board processes and their effectiveness, information given to the Board, etc.

V. Familiarization programme for Independent Directors

The Company also keeps the Board updated on the applicable Laws, Regulations, Enactments etc. and any changes, amendments thereon from time to time.

16. Directors'' Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to nomination of and remuneration for the directors, Key Managerial Personnel and Senior Management personnel.

The Nomination and Remuneration policy has been prepared pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Non-Executive Independent Directors are remunerated by way of sitting fees for attending the meetings of the Board and the Committees thereof. During the year the sitting fees paid for Board Meetings and Audit Committee meetings is Rs. 50,000/- and Rs. 25,000/- respectively per meeting, the Nomination & Remuneration Committee is Rs 20,000/- per meeting and the Stakeholders Relationship Committee, other Committees including for a separate meeting of Independent Directors is Rs. 20,000/- per meeting.

The Nomination & Remuneration Policy of the Company is uploaded on the Website of the Company at: https://satchmoholdings.in/policies-other-related-matters/

Remuneration Details of Directors and Employees pursuant to Section 134 of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Ratio of remuneration of each Director to the median remuneration of the employees and percentage increase in the remuneration is as follows:

Sl. No.	Name of the Directors	Designation	Ratio of remuneration to median remuneration of the Company	% increase in the remuneration of Directors
1.	Mr. Nitesh Shetty	Managing Director		Nil
2.	Mr. L. S Vaidyanathan	Whole-Time Director		Nil

18. Vigil Mechanism / Whistle Blower Policy

19. Corporate Social Responsibility

In view of continuing losses and this being the first year of profit which is much below the threshold limit, the Company was not required to contribute towards CSR activities and has also not contributed towards any CSR activities during the year 2023-24. The Company was also not required to constitute a separate Corporate Social Responsibility Committee under the provisions of Companies Act 2013.

20. Internal Financial Controls

The Board of the Company is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the period ended as on 31^st March, 2024, based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board committees, including the Audit Committee.

21. Statutory Auditors

M/s Ray & Ray, Chartered Accountants (Firm No. 301072E), were appointed as the Statutory Auditors of the Company for a term of five years i.e up to 2018-19(first term) at the Annual General Meeting held on September 26, 2014, pursuant to Section 139 of the Companies Act, 2013.

Since their term completed at the 15th Annual General Meeting in September 2019, the shareholders upon reviewing their performance, re-appointed them for second term of 5 years till the end of 20th Annual General Meeting as per the provisions of the Companies Act, 2013 and the rules made thereunder.

The term of the M/s Ray & Ray, Chartered Accountants (Firm No. 301072E), Statutory Auditors of the Company is expiring at this Annual General Meeting, and proposal for appointment of M/s KAMG Associates as new Statutory Auditors of the Company in place of retiring auditors M/s Ray and Ray for the term of next 5 years is placed before the shareholder for approval.

M/s Ray & Ray Chartered Accountants (Firm Registration Number: 301072E), Statutory Auditors of the Company have expressed a modified opinion in their Audit Report for the financial year ended 31st March, 2024.

The Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d) along with the management response to the same is as below:

Audit Qualification (each Audit Qualification separately)

1. Audit Qualification: The Company has incurred losses over the years resulting in negative net worth and negative working capital. The default in payment of dues to banks and financial institutions and creditors etc. are the identified events that, individually or collectively, may cast significant doubt on the Company''s ability to continue as a going concern. The Statement does not adequately disclose this fact.

Response : Comprehensive approaches focused on identifying root causes with strategical planning have been put in place to revive with potential business diversification. This was already a part of the previous year AGM agenda too. Efforts are being made to close the borrowings through OTS and it is in final stages of conclusion and closure. Considering these the Management is of the view the impact of going concern would not be of concern anymore in future.

Response : Balance confirmation letters have been sent to the vendors & customers on RPAD basis for the samples selected by the Audit team. However from the books of accounts point of view all controls are in place to ensure that the balances of customers and vendors which are a part of financial statements are stated correct.

3. Audit Qualification: As per the records of the Company, information and explanations provided to us, the Company has been irregular in depositing the undisputed statutory dues, including provident fund, employees'' state insurance, income-tax, value-added tax, Goods and Services tax, cess, etc.

The Company also has a receivable balance of Rs. 768 Lakh and a payable balance of Rs. 177 Lakh (excluding interest and disputed VAT liability under appeal) from/ to various government authorities. Due to such statutory non-compliance, we are unable to comment on the actual recoverability and payment of the dues against such balances.

Response : The Company has paid the outstanding dues to certain extent during the previous year and is hopeful of liquidation of substantial amount of statutory liabilities in the current year.

4. Audit Qualification: Necessary documents for imprest transactions taken place during the financial year 2023-24 are not made available for our verification. In the absence of adequate audit evidence, we are unable to ascertain any consequential effect of the above to the financial results for the year.

Response : Amounts are already reflecting in books of accounts.

5. Audit Qualification: Inventories amounting to Rs 1,450 Lakh (Net of "Payable to land owner for land under JDA") has not been tested impairment for ascertaining the realizable value as on 31st March, 2024. To the extent of any possible diminution of value not accounted for, the standalone financial results may not give a true and fair view as per the requirement of Ind AS 2.

Response : The Company is confident of realisation on amounts in excess of carrying amount and hence no impairment has been provided in the books.

6. Audit Qualification: The Company has entered into One-time Settlements (OTS) with JCF ARC (assigned by YES Bank) and HDFC Limited as per which, the Company has to repay the amounts mentioned in the settlement letters in a time-bound manner. In the event the Company defaults on the mentioned timelines or any other payment terms, the said settlement approvals shall stand revoked.

On this basis, the Company has disclosed Rs. 8,507 Lakh under Current Borrowing (being the OTS outstanding balance of JCF ARC and HDFC) and Rs. 48,233 Lakh under Disputed Liability (being the difference between original loan and interest liability and OTS outstanding balance) as on 31st March, 2024. (Refer to Note 4 of the Statement)

However, the Company has defaulted on the timelines of the payment under OTS with respect to both the lenders. Subsequently, the Company has received a notice from JCF ARC revoking the above-mentioned OTS and called upon to repay outstanding dues along with applicable interest charges, costs, etc. with immediate effect.

As explained, the Company is in communication with the lenders for seeking an extension for the balance payment therefore has not booked any further liability on the basis of such demand from JCF ARC.

No information / document is made available for subsequent correspondence after the revocation in case of HDFC Limited.

Response : The One-time Settlements (OTS) process is still in progress and liability is already recorded in books of accounts.

22. Secretarial Auditor

Mr. Kedarnath, Practicing Company Secretary was appointed as the Secretarial Auditors of the Company for the financial year 2023-24 by the Board of Directors of the Company. The Secretarial Audit Report for the year ended 31^st March, 2024 issued by the Secretarial Auditor in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder is annexed to this report separately as Annexure - A.

There are no qualifications or adverse remarks in the Secretarial Audit Report for the Board of Directors of the Company

23. Particulars of remuneration of employees

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

25. Corporate Governance

Further, a certificate from Mr. S. Kedarnath & Associates, Practicing Company Secretary affirming the compliance with the various provisions of the Corporate Governance in terms of Regulation 27 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and exhibited separately.

26. Accounting Standards

27. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

28. Reconciliation of Share Capital Audit

As per the directive of Securities and Exchange Board of India, M/s Kedarnath & Karthik, Practicing Company Secretary, (CP No.: 4422), undertook the Reconciliation of Share Capital Audit on a quarterly basis and the reconciliation documents, for the year under review, have been duly uploaded on the website of the Stock Exchange.

29. Cost Audit and Cost Records

During the year under review, provisions of Section 148 of the Companies Act, 2013 read with Rule 4 of the Companies (Cost Record and Audit) Rules, 2014, that every company specified in item (B) of rule 3 shall get its cost records audited in accordance with these rules was not applicable for the Company for the year 2023-24 as the overall annual turnover of the company from all its products and services during the financial year ending 31st March 2023 (immediately preceding financial year) was much below the prescribed limit under the Act. However, the maintenance of Cost Records as prescribed under the provisions of Section 148 of the Act was applicable for the business activities carried out by the Company. The Company has been maintaining the Cost Records and updating the same from time to time as applicable.

30. Political Contribution

Your Company has not made any political contribution to any political parties during the financial year under review.

31. Certificate Pursuant to Clause 10 of Schedule V of (LODR), Reg, 2015:

In terms of sub clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained certificate from Practicing Company Secretary with respect to disclosure/ declaration/ representation received from the directors and taken on record by the Board of Directors, as on March 31, 2024, none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the SEBI/ Ministry of Corporate Affairs or any such other statutory authority. The above said Certificate is appended hereto and forms part of the Corporate Governance Report.

32. Code of Conduct

In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, a declaration signed by Mr. Nitesh Shetty, the Chairman & Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2023-24 forms part of the Corporate Governance Report.

33. Management Discussion and Analysis Report

34. Extract of the Annual Return

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, rule 12, sub rule (1) as amended, the extract of the Annual Return (MGT-9) is no longer required to be attached along with Board Report. The copy of the Annual Return for the year 2023-24 can be accessed on the Company''s website at the link: https://satchmoholdings.in/Annual Return/

35. Particulars of Loans, Guarantees and Investments

36. Related Party Transactions

The Related Party Transactions under IND-AS 24 undertaken during the financial year 2023-24 are detailed in the Notes to Accounts section of the Annual Financial Statements.

The Half yearly reports of Related Party transactions has also been placed on the website of BSE (Exchange).

37. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

38. Risk Management Policy

39. Review of Subsidiaries and Associates

A statement containing the salient features of the financial statements of the Company''s subsidiaries is annexed to the Consolidated Financial Statement in the prescribed format of Form AOC-1.

During the year the following material changes occurred relating to subsidiaries:

The Company is in process of entering into a Share Purchase Agreement for share of its complete holdings in its wholly owned subsidiary - Northroof Ventures Private limited to the incoming investor subject to receipt of NOC from the Lenders and release of shares mortgaged with the Lenders.

40. Other disclosures/Reporting

No disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

â¢ Issue of Equity Shares with or without differential rights as to Dividend, voting or otherwise

â¢ Issue of Shares (including sweat equity shares) to Employees of the Company under any scheme

â¢ None of the Directors including Managing Directors or Whole Time Directors of the Company received any remuneration or commission from any of the Company''s subsidiaries

â¢ No frauds has been reported by the Internal Auditors to the Audit Committee

41. Prevention of Insider Trading

42. Additional Information to shareholders

43. Acknowledgement:

Your Directors also place on record their appreciation on the significant contributions made, and support extended, by the employees of the Company at all levels during the year.

Mar 31, 2018

Dear Members,

The Directors present their Fourteenth Annual Report with the standalone and consolidated annual audited accounts of the Company for the year ended March 31, 2018.

1. Financial Results:

(Rupees in Lakh)

Particulars	STANDALONE		CONSOLIDATED
Particulars	2017-18	2016-17	2017-18	2016-17
Income :
Revenue from operations	2754	19429	3625	30786
Other Income	1358	189	2004	698
Total Income	4112	19618	5629	31484
Profit/(Loss) before depreciation	(10695)	4094	(25445)	(12596)
Less : Depreciation	44	70	1264	1414
Profit/(Loss) before tax	(10739)	(4164)	(26709)	(14010)
Less: Tax	(1177)	90	(1087)	(154)
Profit / (Loss) after tax	(9562)	(4254)	(25621)	(14164)
Less: Minority interest & share of profit/ (loss) in Associate	-	-	-	-
Net Profit/(Loss)	(9562)	(4254)	(25621)	(14164)

2. Dividend:

In view of the loss, no dividend could be considered.

3. State of Company''s Affairs:

I. Financial Statement:

The Ministry of Corporate Affairs vide its notification dated 16^th February 2015 notified the Companies (India Accounting Standard) Rules, 2015 and the same was made effective from 1^st April, 2015. As per the said Rules, the Indian Accounting Standard (IND AS) was made applicable to the Company and to the subsidiary companies with effect from 1^st April 2017. Accordingly the financial statements (both standalone and consolidated) for the year ended March 31, 2018 was prepared based on IND AS.

The Company has compiled with the applicable provisions of the Companies Act, 2013 and Regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015 (''the Listing Regulations'') in preparation of Standalone and Consolidated financial statements.

The audited consolidated Balance Sheet as at 31st March, 2018, consolidated statement of Profit and Loss for the year ended as on that date, Cash flow Statements together with the Notes and Reports of Auditors thereon forms part of the Annual Report. The financial figures have been regrouped, wherever required, in line with Schedule III of the Companies Act, 2013 disclosure requirements.

a. Standalone:

During the year under review the Company had achieved a turnover of Rs. 2754 Lakhs as against Rs. 19429 Lakh in the previous year and other income of Rs. 1358 Lakh as compared to Rs. 189 Lakh in the previous year. The operations had resulted in a loss of Rs. 9562 Lakh as compared to previous year loss of Rs. 4254 Lakhs.

b. Consolidated:

The total consolidated revenue for the year ended 31^st March 2018 amounted to Rs. 3625 Lakh and other income of Rs. 2004 Lakh, as compared to Rs. 30786 Lakhs and other income of Rs. 698 Lakh in the previous year. The Company has incurred a loss after tax of Rs. 25621 Lakhs (previous year''s Loss Rs. 14164 Lakh).

II. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which the financial statement relate and the date of the report:

a. The Company through its subsidiary Nitesh Urban Development Private Limited was holding 50% of share capital of Courtyard Constructions Private Limited (CCPL). During the year the Company acquired the remaining 50% of the share capital of CCPL from Budhrani Group, as a result CCPL became wholly owned subsidiary of NEL with effect from July 12, 2017.

b. The Company, has transferred 5,41,49,499 Class A equity shares of Nitesh Residency Hotels Private Limited to Mr. Nitesh Shetty and Nitesh Industries Private Limited consequently the percentage of shares held by the Company in Nitesh Residency Hotels Private Limited is reduced to 12%.

III. Significant or material orders passed by the regulators/ courts :

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

4. The Board of Directors and the Committees thereof

I. Composition of the Board

The Board of the Company comprises of 7 (Seven) Directors of which four are Independent Directors. The Composition of the Board of Directors is in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

Declaration by Independent Directors

II. Change in the Board

During the period under review, Mr. Mahesh Bhupathi was appointed as an Independent Director with effect from March 20, 2018 and Mr. M. D Mallya, Independent Director resigned from the Board on April 5, 2018 due to his professional pre- occupation.

Mr. Nitesh Shetty, Chairman and Managing Director and Mr. Ashwini Kumar, Executive Director and Chief Operating Officer who were appointed for a term of 3 years completed their term on December 14, 2017 and April 18, 2018 respectively and were re-appointed as Chairman and Managing Director and as Executive Director and Chief Operating Officer for a period of three years with effect from December 15, 2017 and April 19, 2018 respectively. The re-appointment was approved by passing special resolutions by Shareholders through Postal Ballot on October 30, 2017.

III. Meetings of the Board

The Board of Directors met 6(Six) times during the year on the following dates:

May 28, 2017	July 20, 2017
September 14, 2017	December 12, 2017
February 12, 2018	March 20, 2018

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors was held on February 12, 2018.

The Details of the committees and their meetings forms part of the Corporate Governance Report.

IV. Annual Evaluation of the Board, its Committees and Individual Directors

The Independent Directors of the Company at their separate meeting held as per the provisions of Section 149 read with Schedule V of the Companies Act, 2013 and the Listing Regulations, had carried out an annual evaluation of the Board, Committees and individual Directors'' performance. The performance of the Board was evaluated after seeking inputs from the Independent Directors on the basis of criteria such as Board composition, structure, Board processes and their effectiveness, information given to the Board, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Director''s on the basis of criteria such as their participation, contribution at the meetings, their preparedness on the agenda items to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

V. Familiarization programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

The Company also keeps the Board updated on the applicable Laws, Regulations, Enactments etc. and any changes, amendments thereon from time to time.

5. Directors'' Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby state that:

a) I n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to nomination of and remuneration for the Directors, Key Managerial Personnel and Senior Management personnel.

The Nomination and Remuneration policy has been prepared pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations.

Non-Executive Directors are remunerated by way of sitting fees for attending the meetings of the Board and the Committees thereof. The sitting fees paid for Board Meetings and Audit Committee meetings is Rs. 50,000/- per meeting respectively, Nomination & Remuneration Committee is Rs 25,000/- per meeting and Stakeholders Relationship Committee, other Committees including for a separate meeting of Independent Directors is Rs. 20,000/- per meeting respectively.

The extract of the Nomination & Remuneration Policy is reproduced in Annexure A to this report.

Remuneration Details of Directors and Employees

[ Pursuant to Section 134 of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

i. Ratio of remuneration of each director to the median remuneration of the employees and percentage increase in the remuneration is as follows:

Sl. No.	Name of the Directors	Designation	Ratio of remuneration to median remuneration of the Company	% increase in the remuneration of Directors
1.	Mr. Nitesh Shetty	Managing Director	22	0.0%
2.	Mr. L. S Vaidyanathan	Executive Director	18	0.0%
3.	Mr. Ashwini Kumar	Executive Director	16	0.0%
4.	Mr. G N Bajpai	Independent Director	NA	NA
5.	Mr. Jagdish Capoor	Independent Director	NA	NA
6.	Mrs. Dipali Khanna	Independent Director	NA	NA
7.	Mr. Mahesh Bhupathi*	Independent Director	NA	NA
8.	Mr. M.D Mallya**	Independent Director	NA	NA

*the designation of Mr. Mahesh Bhupathi changed from non-executive Director to Independent director with effect from March 20, 2018.

**Mr. M.D Mallya resigned from the Board with effect from April 5, 2018.

Note:

i. The median remuneration of Directors during the financial year was Rs. 7,22,532 (Rupees Seven Lakhs Twenty Two Thousand Five Hundred and Thirty Two Only)

ii. The percentage increase in the remuneration for the year ended 31^st March, 2018 to the Key Managerial Personnel (other than Directors) namely, Company Secretary & Chief Compliance Officer and Chief Financial Officer is 0 %.

iii. The median remuneration of employees during the financial year 2017-18 was Rs. 7,22,532/- as compared to Rs. 7,61,457/-. Hence, there is no increase in the percentage of median remuneration of employees.

iv. The number of permanent employees on the rolls of the Company as on 31^st March, 2018 was 110 (the group has 203 employees).

7. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism policy for its Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct/business ethics that provides for adequate safeguards against victimization of the director(s) and employee(s) who avail of the mechanism. None of the Directors/Employees of the Company have been denied access to the Chairman of the Audit Committee. No complaint has been received during the financial year 2017-18.

8. Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee and has adopted the policy in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014. There was no contribution towards CSR spending as the same is not applicable to the Company for the financial year 2017-18.

9. Internal Financial Controls

The Board of the Company is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the period ended as on 31^st March, 2018, based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory and secretarial auditors and external consultants specially appointed for this purpose, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board committees, including the Audit Committee.

10. Statutory Auditors

M/s Ray & Ray Chartered Accountants (Firm Registration Number: 301072E), were appointed as the Statutory Auditors of the Company for an initial term of 5 (five) consecutive years at the 10^th Annual General Meeting of the Company held on 26^th September, 2014. The appointment is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the rules made thereunder. The Audit Committee and the Board of the Company recommends to the Members of the Company to ratify the appointment of M/s. Ray & Ray as the Statutory Auditors of the Company for the financial year 2018-19.

There are no qualifications or adverse remarks in the Statutory Auditors'' Report which require any explanation from the Board of Directors of the Company. The Statutory Auditors have expressed an unmodified opinion in their Audit Report for the financial year ended 31^st March, 2018.

11. Secretarial Auditor

M/s. Kedarnath & Associates, the Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2017-18 by the Board of Directors of the Company.

The Secretarial Audit Report for the year ended 31^st March, 2018 issued by the Secretarial Auditors in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder is annexed to this report separately as Annexure - B.

There are no qualifications or adverse remakes in the Secretarial Audit Report which requires any explanation from the Board of Directors of the Company.

12. Particulars of employees

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

14. Corporate Governance

The report on Corporate Governance and a certificate from M/s. S. Kedarnath & Associates, Practicing Company Secretaries affirming the compliance with the various provisions of the Corporate Governance in terms of Regulation 27 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

15. Code of Conduct

In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, a declaration signed by Mr. Nitesh Shetty, the Chairman & Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2017-18 forms part of the Corporate Governance Report.

16. Management Discussion and Analysis Report

I n terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report.

17. Extract of the Annual Return

I n accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in the prescribed format of MGT-9 for the financial year 2017-18 is provided in Annexure-E to this Report.

18. Particulars of Loans, Guarantees and Investments

19. Related Party Transactions

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with a related party which can be considered as material in terms of the policy adopted by the Company, Section 188 of the Companies Act, 2013 and the Listing Regulations on the Related Party transactions.

The Related Party Transactions under IND-AS 24 undertaken during the financial year 2017-18 are detailed in the Notes to Accounts section of the Annual Financial Statements.

20. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. No complaint was received by the Management during the year.

21. Risk Management Policy

The Company has formulated a comprehensive Risk Management Policy.

22. Review of Subsidiaries and Associates

A statement containing the salient features of the financial statements of the Company''s subsidiaries is annexed to the Consolidated Financial Statement in the prescribed format of Form AOC-1.

During the year the following material changes occurred relating to subsidiaries:

- Addition of Subsidiary - Effective from July 12, 2017, Courtyard constructions Private Limited has become a subsidiary of the Company having 50% of the share capital held by Nitesh Estates Limited and 50% of the share capital held by Nitesh Urban Development Private Limited and Courtyard Constructions Private Limited has shifted its Registered Office to the State of Karnataka from the State of Maharashtra.

- The name of Kakanad Enterprises Private Limited, 100% Wholly owned subsidiary has been changed to Nitesh Office Parks Private Limited effective from April 3, 2017, and the Registered Office has been shifted from State of Kerala to State of Karnataka.

- The Arbitration Tribunal has passed its award in the dispute between the land owner Mr. George Thangaiah and Nitesh Indiranagar Retail Private Limited on 25^th April 2018. The tribunal has rejected the stand of landowners and stated that there is no repudiation of contract. The tribunal has awarded a net amount of Rs 42 Crores to the subsidiary. The subsidiary has preferred an appeal

In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for determining material subsidiaries. The Policy as approved may be accessed on the Company''s website at the link: http://www.niteshestates.com/Investor relations/Policies & Other Related Matters/Material Subsidiary Policy

A. Nitesh Housing Developers Private Limited (NHDPL):

NHDPL is a wholly owned subsidiary of the Company.

The financial highlights are as below:

(Rupees in Lakh)

Particulars	2017-18	2016-17
Paid up Capital	500.00	500.00
Reserves & Surplus	(15817.35)	(9012.69)
Revenue from operations	(1389.16)	6001.46
Other Income	76.15	85.31
Profit/(Loss) Before Tax	(6877.79)	(2566.60)
Profit/(Loss) After Tax	(6841.06)	(2435.09)

B. Nitesh Urban Development Private Limited (NUDPL):

NUDPL is a wholly owned subsidiary of the Company.

The financial highlights (Standalone) are as below:

(Rupees in Lakh)

Particulars	2017-18	2016-17
Paid up Capital	658.20	658.20
Reserves & Surplus	(5505.82)	(3617.89)
Revenue from operations	749.29	3610.28
Other Income	42.41	47.54
Profit/(Loss) Before Tax	(1888.44)	(1004.72)
Profit/(Loss) After Tax	(1896.96)	(982.49)

C. Nitesh Indiranagar Retail Private Limited (NIRPL):

NIRPL is a wholly owned subsidiary of the Company.

The financial highlights (Standalone) are as below:

(Rupees in Lakh)

Particulars	2017-18	2016-17
Paid up Capital	6991.00	6991.00
Reserves & Surplus	17821.81	18243.53
Income from operations	-	-
Other Income	2.04	17.01
Profit/(Loss) Before Tax	(430.45)	(161.75)
Profit/(Loss) After Tax	(421.72)	(161.79)

D. Nitesh Pune Mall Private Limited (formerly Anuttam Developers Private Limited)

Nitesh Pune Mall Private Limited is a Tier II Subsidiary of the Company.

The financial highlights of Nitesh Pune Mall Private Limited are as follows:

(Rupees in Lakh)

Particulars	2017-18	2016-17
Paid up Capital	2804.10	2804.10
Reserves & surplus	(14905.91)	(8402.65)
Revenue from Operations	1329.67	1049.87
Other income	63.09	16.43
Total Income	1392.76	1066.30
Profit/Loss Before Tax	(6384.66)	(5964.37)
Profit/Loss After Tax	(6502.97)	(6080.91)

E. Nitesh Property Management Private Limited (NPMPL):

NPMPL is a 100% wholly owned subsidiary of the Company. NPMPL is mainly into the business of maintenance contracts with the owners of completed apartments developed by the Company.

The financial highlights are as follows:

(Rupees in Lakh)

Particulars	2017-18	2016-17
Paid up Capital	30.00	30.00
Reserves & Surplus	(613.73)	(302.39)
Revenue from operations	181.63	696.27
Other Income	0.08	0.64
Profit/(Loss) Before Tax	(314.22)	(240.66)
Profit/(Loss) After Tax	(314.22)	(240.85)

F. Nitesh Office Parks Private Limited (Formerly Kakanad Enterprises Private Limited) :

This Subsidiary has not yet commenced its commercial operations. NOPPL is a 100% subsidiary of the Company.

The status of the Subsidiary is as follows:

(Rupees in Lakh)

Particulars	2017-18	2016-17
Paid up Capital	5.00	5.00
Reserves & Surplus	(17.84)	(16.68)
Revenue from operations	-	-
Other Income	-	-
Profit/(Loss) Before Tax	(1.16)	(0.79)
Profit/(Loss) After Tax	(1.16)	(0.79)

G. Courtyard Constructions Private Limited (CCPL):

This Company has become wholly owned subsidiary of the Company during the year and the Company and the status of the Subsidiary is as follows:

(Rupees in Lakh)

Particulars	2017-18	2016-17
Paid up Capital	1.09	1.09
Reserves & Surplus	(76.87)	(27.43)
Revenue from operations	-	-
Other Income	17.99	-
Profit/(Loss) Before Tax	(49.45)	(1.79)
Profit/(Loss) After Tax	(49.45)	(1.79)

23. Additional Information to shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, project updates are made available on a regular basis on the website (www.niteshestates.com) of the Company.

24. Acknowledgement:

Your Directors also place on record their appreciation on the significant contributions made, and support extended, by the employees of the Company at all levels during the year.

For and on behalf of the Board of Directors

sd/-

Place: Bengaluru NITESH SHETTY

Date: May 30, 2018 Chairman & Managing Director

DIN:00304555

Mar 31, 2016

The Directors present their Twelfth Annual Report and the standalone and consolidated annual audited accounts of the Company for the year ended March 31, 2016.

1. FINANCIAL RESULTS:

Rupees in Lakh

Particulars	STANDALONE		CONSOLIDATED
Particulars	2015-16	2014-15	2015-16	2014-15
Income :
Income from operations	8712	12501	25351	28760
Other Income	193	41	751	298
Total Income	8905	12542	26102	29058
Profit/(Loss) before depreciation	(2039)	2614	(3643)	4029
Less : Depreciation	132	117	1418	133
Profit/(Loss) before tax	(2171)	2497	(5061)	3896
Less : Income tax	(34)	474	(9)	803
Profit / (Loss) after tax	(2136)	2023	(5052)	3093
Less: Minority interest & share of profit/ (loss) in Associate	0	0	(2220)	(2857)
Net Profit/(Loss)	(2137)	2023	(7272)	236

2. DIVIDEND:

The Directors could not recommend dividend as the Company has incurred loss during the current financial year and it is proposed to conserve the reserves for the projects growth and sound financial position of the Company.

3. State of Company''s Affairs:

I. Standalone:

During the year under review the Company could achieve a turnover of Rs. 8,712 Lakh as against Rs. 12,501 Lakh in the previous year and other income of Rs. 193 Lakh as compared to Rs. 41 Lakh in the previous year. The operations had resulted in a loss of Rs. 2,039 Lakh as compared to previous year profit of Rs. 2,614 Lakh.

II. Consolidated:

In compliance with the applicable provisions of Companies Act, 2013 and regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has prepared Consolidated Financial Statements and as per the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Audited Consolidated Financial Statements along with the Auditors'' Report have been annexed to the Annual Report. The total consolidated revenue for the year ended 31st March 2016 amounted to Rs. 26,102 Lakh including other income of Rs. 751 Lakh, as compared to Rs. 29,058 Lakh in the previous year. The Company has incurred a loss after tax of Rs. 5,052 Lakh as compared to previous year profit of Rs. 3,093 Lakh and a Net loss of Rs. 7,272 Lakh for the year (Previous year Net profit of Rs. 236 Lakh), after adjusting the minority interest in subsidiary companies and share of Profit/(Loss) from associate company amounting to Rs.(2,220) Lakh, as compared to the previous year Rs.(2,857) Lakh.

The audited consolidated Balance Sheet as at 31st March, 2016, consolidated Profit and Loss account for the year ended as on that date, Cash flow Statements together with the Notes and Reports of Auditors thereon forms part of the Annual Report. The financial figures have been regrouped in line with the Schedule III of Companies Act, 2013 disclosure requirements.

III. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report:

a. Nitesh Housing Developers Private Limited (NHDPL), has become a 100% owned subsidiary of the Company, consequent to the investors i.e. M/s. Housing Development Finance Corporation Limited (HDFC) transferring their stake of 5,05,000 Equity Shares in NHDPL to Kakanad Enterprises Private Limited (KEPL), a 100% subsidiary of the Company. Mr. Nitesh Shetty, Director and member of NHDPL also transferred his 100 Equity Shares to KEPL. This transaction extinguishes the obligations of the Company undertaken to HDFC.

Nitesh Housing Developers Private Limited, has availed a secured term loan of Rs.315 Cr. from Yes Bank Limited during the financial year and as a collateral security the Company has executed a non disposal undertaking on its 100% direct and indirect stake (50,00,000 Equity Shares and 41,50,000 Preference Shares) in NHDPL and the Company has also extended its Corporate Guarantee to NHDPL in favour of Yes Bank Limited.

b. There is a dispute between the landowners of Indiranagar Mall and Nitesh Indiranagar Retail Private Limited (NIRPL), the Company with respect to the Joint Development Agreement, now the same has been referred to Arbitration. The Company and NIRPL has obtained an interim injunction restraining the landowners from alienating the property.

c. Nitesh Urban Development Private Limited (NUDPL), a wholly owned subsidiary of the Company has fully redeemed and extinguished the Secured Non-convertible redeemable Debentures issued to Reliance Capital Limited. Consequently, the collateral securities and charge has been released.

Further, NUDPL has availed a secured term loan of Rs.160 Cr. from Yes Bank Limited on 26th April, 2016. The Company has extended its Corporate Guarantee and has also given a Non disposable Undertaking for 100% holding in NUDPL as collateral security for the said term loan in favour of Yes Bank.

IV. Significant or material orders passed by the regulators/ courts :

4. The Board of Directors and the Committees thereof

I. Composition of the Board of Directors

The Board of Directors of the Company comprises of ten directors of which five are Independent Directors. The Composition of the Board of Directors is in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

II. Declarations pursuant to Section 149 (6) of the Companies Act, 2013

III. Change in the Board

During the year under review the Company appointed Mrs. Dipali Khanna (DIN: 03395440) as an Additional Independent Director for an initial term of 5 consecutive years with effect from 28th May, 2015 at its Board Meeting and later on her appointment was regularized at the 11th Annual General Meeting held on 28th September, 2015 by way of passing an Ordinary Resolution.

Mrs. Shobha Patil (DIN:07144385) who was appointed as an Additional Director (Independent) on the Board of the Company on 31st March, 2015, has resigned on 28th May, 2015, due to increasing work in her professional carrier.

IV. Meetings

During the year under review, the Board of Directors of the Company met 7 (Seven) times on the following dates.

April 20, 2015	May 28, 2015	August 11, 2015	September 28, 2015
November 6, 2015	February 10, 2016	March 29, 2016	-

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 29th March, 2016.

V. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Mahesh Bhupathi (DIN: 01603093) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors has recommended the re-appointment of Mr. Mahesh Bhupathi, as Director retiring by rotation.

VI. Annual Evaluation of the Board, its Committees and Individual Directors

The Independent Directors of the Company at their separate meeting held as per the provisions of Section 149 read with Schedule V of the Companies Act, 2013 and Listing Regulations had carried out an annual evaluation of the Board, Committees and individual directors performance. The performance of the Board was evaluated after seeking inputs from the Independent Directors on the basis of criteria such as Board composition, structure, board processes and their effectiveness, information given to the Board etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as their participation, contribution at the meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

VII. Familiarization programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

The Company also keeps the Board updated on the applicable laws, regulations, enactments etc. and any changes, amendments thereon from time to time

5. Directors'' Responsibility Statement:

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to nomination of and remuneration for the directors, key managerial personnel and Senior Management personnel.

The Nomination and Remuneration policy has been prepared pursuant to the applicable provisions of the Companies Act, 2013 and Listing Agreement /SEBI (LODR) Regulations 2015.

Non-Executive Directors are remunerated by way of sitting fees for attending the meetings of the Board and the Committees thereof. The sitting fees paid for Audit Committee and Board meeting is Rs. 50,000/- per meeting respectively, Nomination & Remuneration Committee is Rs 25,000/- per meeting and Stakeholders Relationship Committee and other Committees is Rs. 20,000/- per meeting respectively.

The extract of the Nomination & Remuneration Policy is reproduced in Annexure A to this report.

Remuneration Details of Directors and Employees

[Pursuant to Section 134 of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

i. Ratio of remuneration of each director to the median remuneration of the employees and percentage increase in the remuneration :

Sl. No.	Name of the Directors	Designation	Ratio of remuneration to median remuneration of the Company¹	% increase in the remuneration of Directors
1	Mr. Nitesh Shetty	Chairman & Managing Director	25	15.63
2	Mr. L. S. Vaidyanathan	Executive Director	21	9.87
3	Mr. Ashwini Kumar	Executive Director & Chief Operating Officer	14	Nil
4	Mr. G. N. Bajpai	Independent Director	NA	NA
5	Mr. Jagdish Capoor	Independent Director	NA	NA
6	Mr. M. D. Mallya	Independent Director	NA	NA
7	Mrs. Dipali Khanna²	Independent Director	NA	NA
8	Mr. Ashok T. Aram	Independent Director	NA	NA
9	Mr. Sudhakar Rao	Non-Independent Director	NA	NA
10	Mr. Mahesh Bhupathi	Non-Independent Director	NA	NA

Note:

¹ The median remuneration of employees during the financial year was Rs.6,37,584/- (Rupees Six Lakh Thirty Seven Thousand Five hundred and Eighty four only)

² Mrs. Dipali Khanna was appointed as an Independent Director at the 11th Annual General Meeting of the Company for a term of 5 consecutive years.

ii. The percentage increase in the remuneration for the year ended 31st March, 2016 to the Key Managerial Personnelâs (other than Directors) namely, Company Secretary & Chief Compliance Officer and Chief Financial Officer is Nil.

iii. The median remuneration of employees during the financial year 2014-15 was Rs.6,57,257/- as compared to Rs.6,37,584 during the current financial year 2015-16. Hence, there is no increase in the percentage of median remuneration of employees.

iv. The number of permanent employees on the rolls of the Company as on 31st March, 2016 was 89 (the group has 309 employees).

v. The Company''s turnover is Rs. 8,712 Lakh for the current financial year 2015-16 as against Rs. 12,501 Lakh in the previous year and the operations have resulted in a loss of Rs. 2,039 Lakh as compared to previous year''s profit of Rs. 2,614 Lakh. Taking these factors into consideration along with the market scenario and competition in industry practice, and to compensate the inflation increase, there is no change during the financial year in the remuneration to the employees.

vi. In reference to the above the Nomination & Remuneration Committee has not approved any change in the remuneration to the Key Managerial Personnel.

vii. During the financial year 2015-16 there is no change in the aggregate remuneration of Key Managerial Personnel on an average.

viii. The last and only Initial public offer was made in May, 2010 and the price was Rs. 54/- per equity share. The percentage increase over decrease in the market quotations of the shares of the Company in comparison with the last Initial Public Offer is (72.63%).

The variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year is (on standalone basis), as follows:

Particulars		2014-15	2015-16	Variation
Share Prices	BSE	14.71	11.71	-25.62%
	NSE	14.85	11.75	-26.38%
Market Capitalization (in full) (Rs. in Lakhs)		21553.98	17106.10	-26.00%
Market Capitalization (Free Float) (Rs. in Lakhs)		11527.90	9148.84	-26.00%
Price earnings ratio (based on audited results)		10.58	-7.97	-232.81%
EPS (in Rs.)		1.39	-1.47	-194.56%

ix. Average percentile increase in the salaries of employees other than the managerial personnel during 2015-16 was Nil. The percentile increase in the managerial remuneration during the same period was Nil. The percentage increase in the managerial remuneration was on account of the variable component of remuneration payable to the managerial personnel as per the terms and conditions of their appointment.

7. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism policy for its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct/business ethics that provides for adequate safeguards against victimization of the director(s) and employee(s) who avail of the mechanism. None of the directors/employees of the Company have been denied access to the Chairman of the Audit Committee. No complaint has been received during the financial year 2015-16.

8. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company has constituted the Corporate Social Responsibility Committee. The Committee met once on 29th March, 2016 during the financial year 2015-16.

Pursuant, to the applicable provisions of the Companies Act, 2013 and the rules made there under, the Company was required to make a minimum contribution of Rs 3.52 lakh towards the Corporate Social Responsibility activities during the year. Accordingly, the Company had made a contribution of Rs 5 Lakh to CherYsh Trust, a NGO striving for the benefit of development of under privileged women and female children.

9. Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory and secretarial auditors and external consultants specially appointed for this purpose, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board of the Company is of the opinion that the Company''s internal financial controls were adequate and effective during the period ended as on 31st March, 2016.

10. Statutory Auditors

At the 10th Annual General Meeting held on 26th September, 2014, M/s Ray & Ray (Firm Registration Number: 301072E), the Chartered Accountants were appointed as the Statutory Auditors of the Company for an initial term of 5 (five) consecutive years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the rules made there under. The Audit Committee and the Board of the Company recommends to the Members of the Company to ratify the appointment of M/s. Ray & Ray as the Statutory Auditors of the Company.

There is no qualifications or adverse remarks in the Statutory Auditors'' Report which require any explanation from the Board of Directors of the Company. The Statutory Auditors have expressed an unmodified opinion in their Audit Report for the financial year ended 31st March, 2016.

11. Secretarial Auditor

M/s. Kedarnath & Associates, the Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the financial year 2015-16 by the Board of Directors of the Company.

The Secretarial Audit Report for the year ended 31st March, 2016 issued by the Secretarial Auditors in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made there under is annexed to this report separately as Annexure - B.

There is no qualifications or adverse remakes in the Secretarial Audit Report which requires any explanation from the Board of Directors of the Company.

12. Particulars of employees

The details of remuneration to directors, key managerial personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with rules made there under has been provided in Annexure C to this report.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In terms of Section 134 of the Companies Act, 2013 read with rules made there under, the particulars of conservation of energy, technology absorption, and foreign exchange earnings and outgo are set out in Annexure D to this report.

14. Corporate Governance

15. Code of Conduct

In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, a declaration signed by Mr. Nitesh Shetty, the Chairman & Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2015-16 forms part of the Corporate Governance Report.

16. Management Discussion and Analysis Report

17. Extract of the Annual Return

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in the prescribed format of MGT-9 for the financial year 2015-16 is provided in Annexure -E to this Report.

18. Particulars of Loans, Guarantees and Investments

19. Related Party Transactions

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with a related party which can be considered as material in terms of the policy adopted by the Company, Section 188 of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015 on the Related Party transactions.

The related party transactions under AS 18 undertaken during the financial year 2015-16 are detailed in the Notes to Accounts section of the Annual Financial Statements.

20. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under for prevention and redressal of complaints of sexual harassment at workplace. No complaint was received by the Management during the year.

21. Review of Subsidiaries and Associates

Pursuant to the provisions of the said section, a statement containing the salient features of the financial statements of the Company''s subsidiaries and associates is annexed to the Consolidated Financial Statement in the prescribed format of Form AOC-1.

There have been no material changes in the nature of the business of the subsidiaries (including Associate Company) during the financial year 2015-16.

In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for determining material subsidiaries. The Policy as approved may be accessed on the Company''s website at the link: http://www.niteshestates.com/Investor relations/Policies & Other Related Matters/Material Subsidiary Policy.

A. Nitesh Housing Developers Private Limited (NHDPL):

The Company directly holds 89.90% equity in NHDPL and during the year Kakanad Enterprises Private Limited (one of the wholly owned subsidiaries of the Company) acquired the balance 10.10% equity in NHDPL, consequently NHDPL has become a Wholly Owned Subsidiary of the Company.

The financial highlights are as below: Figures in Rs.

Particulars	2015-16	2014 -15
Paid up Capital	91,500,000	91,500,000
Reserves & Surplus	291,755,031	267,341,866
Revenue from operations	1,039,881,480	1,308,099,478
Other Income	4,093,570	2,970,968
Profit/(Loss) Before Tax	28,775,217	153,153,531
Profit/(Loss) After Tax	24,413,165	124,887,202

B. Nitesh Urban Development Private Limited (NUDPL):

NUDPL is a 100% subsidiary of the Company.

The financial highlights are as below: Figures in Rs.

Particulars	2015-16	2014 -15
Paid up Capital	65,820,000	65,820,000
Reserves & Surplus	77,246,209	109,095,226
Income from property development	515,595,121	249,316,545
Other Income	1,401,939	19,567,214
Profit/(Loss) Before Tax	(33,697,012)	13,529,622
Profit/(Loss) After Tax	(31,674,560)	11,211,977

C. NITESH INDIRANAGAR RETAIL PRIVATE LIMITED (NIRPL):

NIRPL is a 100% wholly owned subsidiary of the Company.

The financial highlights are as below: Figures in Rs.

Particulars	2015-16	2014-15
Paid up Capital	699,100,000	699,100,000
Reserves & Surplus	634,777,174	1,087,760,676
Other Income	46,228,752	171,880
Profit/(Loss) Before Tax	48,750,442	(30,826,984)
Profit/(Loss) After Tax	(273,901,373)	(30,826,984)

As reported earlier NIRPL has acquired 100% equity in Nitesh Pune Mall Private Limited (formerly ''Anuttam Developers Private Limited'') during the financial year. As a consequence Nitesh Pune Mall Private Limited has become Tier II Subsidiary of the Company.

The financial highlights of Nitesh Pune Mall Private Limited are as follows:

Figures in Rs.

Particulars	2015-16	2014 -15
Paid up Capital	280,409,530	242,400,000
Reserves & Surplus	(150,290,703)	(1,744,059,537)
Income from property development	53,227,928	53,258,236
Other Income	2,323,204	3,704,103
Profit/(Loss) Before Tax	(328,976,653)	76,608,717
Profit/(Loss) After Tax	(328,976,653)	76,608,717

D. NITESH PROPERTY MANAGEMENT PRIVATE LIMITED (NPMPL):

NPMPL is a 100% wholly owned subsidiary of the Company. NPMPL is mainly into the business of maintenance contracts with the owners of completed apartments developed by the Company.

The financial highlights are: Figures in Rs.

Particulars	2015-16	2014 -15
Paid up Capital	3,000,000	3,000,000
Reserves & Surplus	(6,153,964)	4,620,171
Current Liabilities	31,863,347	28,850,329
Income from operations	58,518,595	62,993,823
Other Income	23,836	2,845,005
Profit/(Loss) Before Tax	(10,599,176)	7,030,553
Profit/(Loss) After Tax	(10,774,136)	4,798,010

E. KAKANAD ENTERPRISES PRIVATE LIMITED (''KEPL''):

This Subsidiary has not yet commenced its commercial operations. KEPL is a 100% subsidiary of the Company.

The status of the Subsidiary:

Figures in Rs.

Particulars	2015-16	2014 -15
Paid up Capital	500,000	500,000
Reserves & Surplus	(1,589,180)	(571,355)
Income from operations	NIL	NIL
Profit/(Loss) Before Tax	(1,017,825)	(98,248)
Profit/(Loss) After Tax	(1,017,825)	(98,248)

22. Additional Information to shareholders

Acknowledgement:

Your Directors also place on record their appreciation on the significant contributions made, and support extended, by the employees of the Company at all levels during the year.

For and on behalf of the Board of Directors

Place: Bangalore NITESH SHETTY

Date : May 28, 2016 Chairman & Managing Director

DIN : 00304555

Mar 31, 2014

Dear Members,

The Directors present their Tenth Annual Report and the Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS:

Rupees in Lakh

STANDALONE CONSOLIDATED Particulars 2013-14 2012-13 2013-14 2012-13 Income :

Income from operations 11290 4688 29757 8287

Other Income 189 255 339 530

Total Income 11479 4943 30096 8817

Profit/(Loss) before depreciation 1039 (2679) 3107 (13508)

Less : Depreciation 158 171 171 179

Profit/(Loss) before tax 881 (2850) 2936 (13688)

Less : Income tax 111 388 581 574

Profit / (Loss) after tax 770 (3238) 2355 (14262)

Less: Minority interest & share of profit in Associate 0 - (1830) 56

Net Profit/(Loss) 770 (3238) 525 (14206)

DIVIDEND:

The Directors could not recommend dividend to conserve the funds for the projects growth and sound financial position of the Company.

PREPARATION OF FINANCIAL STATEMENTS, DIRECTORS'' REPORT ETC.

Members are hereby informed that the Companies Act, 2013 (''the Act, 2013'') has been enacted by the Parliament with efect from April 1, 2014 replacing the Companies Act, 1956. The Rules as required under the various provisions of the Act, 2013 also have been notifed by the Ministry of Corporate Afairs in phased manner along with the new e-forms and formats for fling returns, disclosures, applications with the concerned authorities and also for maintaining statutory documents under the Act, 2013.

Pursuant to the General Circular No. 08/2014 dated April 4, 2014 by the Ministry of Corporate Afairs, it is clarifed that the provisions of the Companies Act, 1956 shall continue to be in force with regard to maintenance of books of accounts, preparations/adoption/ fling of financial statements, Auditors report, Directors'' Report and attachments to such statements and reports for the Financial Year 2013-14. The relevant provisions of the Act, 2013 shall be applicable from the Financial Year 2014-15.

OPERATIONS:

Standalone:

During the year under review the Company could achieve turnover of Rs.11,290 Lakh as against Rs. 4,688 Lakh in the previous year and other income of Rs. 189 Lakh as compared to Rs. 255 Lakh in the previous year. The operations had resulted in a profit of Rs. 770 Lakh as against a loss of Rs. 3,238 Lakh in the last year.

Consolidated:

In compliance with the applicable Clauses of the Listing Agreement with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India.

The Audited Consolidated Financial Statements along with the Auditors'' Report have been annexed to this Annual Report. The total consolidated revenue for the year ended 31st March 2014 amounted to Rs. 30,096 Lakh including other income of Rs. 339 Lakh, as compared to Rs. 8,817 Lakh in the previous year. The Company has achieved a profit after tax of Rs. 2,355 Lakh as compared to previous year loss of Rs. 14,262 Lakh and a Net profit of Rs. 525 Lakh for the year (Previous year Net loss of Rs. 14,206 Lakh), after adjusting the minority interest in subsidiary companies and share of profit/(Loss) from associate company amounting to Rs. (1,830 ) Lakh (Previous year profit Rs. 56 Lakh).

The audited consolidated Balance Sheet as at 31st March, 2014, consolidated profit and Loss account for the year ended as on that date, Cash fow Statement together with the Notes and Reports of Auditors thereon form part of this Annual Report. The financial figures have been regrouped in line with the new Schedule VI disclosure requirements.

Debentures:

During the financial year 2012-13, the Company had issued 6000 - 18.50% Secured Unlisted Redeemable Non-Convertible Debentures of Rs. 1,00,000 each aggregating to Rs. 60,00,00,000 (Rupees Sixty Crores Only) to PHL Finance Private Limited on February 1, 2013 and as per the terms of repayment, the Company had redeemed 400 Debentures of Rs. 1,00,000 each in one quarterly installment of Rs. 4 Crore including interest payable thereon. The value of outstanding Debentures as on 31st March 2014 was Rs. 56 Cr.

SUBSIDIARY COMPANIES:

NITESH HOUSING DEVELOPERS PRIVATE LIMITED (''NHDPL''):

The Company holds 89.9% of equity share capital of this subsidiary.

The financial highlights are:

Figures in Rs. Particulars 2013-14 2012-13

Paid up Capital 9,15,00,000 9,15,00,000

Reserves & Surplus 14,24,54,665 1,90,72,639

Income From Property Development 113,11,94,625 30,80,87,667

Other Income 27,67,216 2,00,60,691

profit/(Loss) Before Tax 15,55,82,026 (96,96,97,994)

profit/(Loss) After Tax 12,33,82,026 (97,06,67,368)

Nitesh Housing Developers Private Limited, as mutually agreed between the Company and the Sole Debenture Holder, HDFC Asset Management Company Limited has completed full redemption of the entire outstanding debentures in multiple tranches. The subsidiary had redeemed the entire 62,00,000 Debentures of Rs. 100 each along with the premium payable thereon in full on March 29, 2014.

NITESH INDIRANAGAR RETAIL PRIVATE LIMITED ( ''NIRPL'' ):

NIRPL is a 100% wholly owned subsidiary of Nitesh Estates Limited.

The financial highlights are:

Figures in Rs. Particular 2013-14 2012-13

Paid up Capital 13,24,80,000 13,24,80,000

Reserves & Surplus 1,11,85,87,660 114,04,66,105

Other Income 3,794 4,482

profit/(Loss) Before Tax (2,18,78,445) (2,16,79,416)

profit/(Loss) After Tax (2,18,78,445) (2,97,79,916)

The Retail Mall project of this Subsidiary at Indiranagar, Bangalore has built up area of 700,000 Sq. Ft. housing a hypermarket, 130 shops, food courts, multiplex with 11 screens and restaurants, at Indiranagar, Bangalore.

During the year, the Subsidiary and Nitesh Estates Limited have executed the Supplementary Agreement to Joint Development Agreement dt. 11.02.2011 with the land owner on February 11, 2014 to give efect to certain modifications in terms and conditions of Joint Development Agreement agreeing for extended period of time and time line for the project.

During the year the Subsidiary had approached the Banks for Term Loan facility of Rs. 300 Crores for fnancing the Retail Mall Project. Accordingly, the loan application is under consideration of the Consortium bankers comprising of Bank of Baroda, Punjab National Bank and Corporation Bank.

NITESH URBAN DEVELOPMENT PRIVATE LIMITED (''NUDPL''):

NUDPL is a 100% subsidiary of the Company.

The financial highlights are:

Figures in Rs. Particulars 2013-14 2012-13

Paid up Capital 6,58,20,000 6,58,20,000

Reserves surpules 9,78,83,249 4,88,45,859

Income from operation 64,22,8 9,832

Other Income 39,53,0106 1,00,677

Profit/(Loss) Before Tax 6,11,77,390 (8,92,68,066)

ProfJt/(Loss) After Tax 4,90,37390 (9,81,67,785)

Nitesh Cape Cod project being executed by the Subsidiary has obtained all the approvals from the relevant authorities and the project is progressing well.

As reported in the last report, JM Financial Property Fund II had invested in the Subsidiary by way of Unsecured Zero Coupon Compulsorily Convertible Debentures aggregating to Rs. 35 Cr. The investor and Subsidiary is exploring possibility of including another project Nitesh Palo Alto. Necessary applications have been made with the relevant authorities for project approval.

NITESH PROPERTY MANAGEMENT PRIVATE LIMITED (''NPMPL''):

NPMPL is a 100% wholly owned subsidiary of the Company. It has entered into Maintenance Contracts with the owners of completed apartments developed by the Company.

The financial highlights are:

Figures in Rs. Particulars 2013-14 2012-13 Paid up Capital 1,00,000 1,00,000

Reserves & Surplus (1,77,840) (58,42,981)

Current Liabilities 2,32,57,327 1,92,91,591

Income from Operations 4,91,17,379 3,71,47,297

Other income 81,60,100 6,78,297

profit/(Loss) Before Tax 57,63,837 (60,24,210)

profit/(Loss) After Tax 56,65,141 (64,36,647)

KAKANAD ENTERPRISES PRIVATE LIMITED (''KEPL''):

This Subsidiary has not commenced its commercial operations. KEPL is a 100% subsidiary of the Company.

The status of the Subsidiary :

Figures in Rs. Particulars 2013-14 2012-13

Paid up Capital 1,00,000 1,00,000

Reserves & Surplus (4,73,107) (3,58,123)

Income Nil Nil

profit/(Loss) Before Tax (1,14,984) (1,08,083)

profit/(Loss) After Tax (1,14,984) (1,08,083)

The Board of the Subsidiary is looking for financially viable projects. Once the suitable projects are identified, additional capital will be infused and with the help of income generated out of such identified project, the net worth erosion will be avoided.

During the year, the Subsidiary has mortgaged its immovable property situated at Bolghatty, Kanaynnur Taluk District in favour of the Corporation Bank to partly secure a loan facility of Rs. 7.50 Crore extended to Nitesh Estates Limited, Holding Company. The Subsidiary has also provided a corporate guarantee to secure the said loan facility.

EXEMPTION FROM ATTACHING OF SUBSIDIARIES ACCOUNTS :

Pursuant to the general permission accorded by Ministry of Corporate Afairs, vide their Circular No. 2/2011 dated February 8, 2011 the Company is not attaching the Annual Reports of the Subsidiary Companies as approved by the Board at their meeting held on May 28, 2014. However, any shareholder who wishes to have information on the Subsidiary Companies or a copy of the Annual Report of the Subsidiary Companies may write to the Company requesting for the same.

The Statements pursuant to Section 212 of the Companies Act, 1956 has been annexed with the Standalone financials of the Company.

MATERIAL NON-LISTED INDIAN SUBSIDIARY:

Pursuant to Clause 49 of the Listing Agreement, Nitesh Housing Developers Private Limited, Nitesh Urban Development Private Limited and Nitesh Indiranagar Retail Private Limited will be treated as a material non-listed Indian subsidiary for the financial year 2013-14. Necessary steps are being taken as required under the Listing Agreement.

RITZ CARLTON

Your Company is the co-promoter and developer of the luxury hotel The Ritz Carlton, Banglore, owned by Nitesh Residency Hotels Private Limited, an associate company. The hotel has commenced its operations from 30th October, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors, to the best of their knowledge and belief, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

3. proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the annual accounts have been prepared on a going concern basis.

BOARD''S RESPONSE TO AUDITORS'' OBSERVATION:

B S R & Co. LLP, the Statutory Auditors'' for the financial year ended 31st March, 2014 have qualified as below in their Audit Report for the financial year 2013-14 :

1. As stated in note 37 of the financial statements, the Company has advanced an amount aggregating Rs. 157,000,000 as at 31 March 2014, to various parties for purchase/joint development of land/properties. Considering the timeline of these advances, the same should have been converted into acquired land / joint development agreements or these amounts should have been recovered. Management continues to believe that these advances have been made to parties for which a joint development agreements / acquisition of land will be consummated and in the event that it does not consummate, these advances can be recovered. However, in the absence of sufcient documentation to justify the timing around when these advances are capable of being converted into joint development agreements / acquisition of land and considering that they are not secured, we are unable to comment on the recoverability of these advances and the consequential efect, if any, on the financial statements for the year ended 31 March 2014.

Board''s Reply to Auditors'' Qualification:

The Company has advanced an amount aggregating Rs. 157,000,000 as at 31st March 2014, to various parties for purchase/joint development of land/ properties. In respect of these advances, acquisition of land and obtaining approvals for development of projects is under progress. Management continues to believe that these advances have been made to parties with which a joint development agreements / acquisition of land will be consummated and in the event that it does not consummate, these advances can be recovered.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, is given in Annexure I and forms part of this Report.

Information in terms of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure II and forms part of this Report.

CORPORATE GOVERNANCE REPORT:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed by the Listing Agreement with the Stock Exchanges have been complied with.

The Management Discussion & Analysis Report is attached as Annexure III and forms part of this Report.

A Report on Corporate Governance forming part of the Directors'' Report, along with a certifcate from the Practicing Company Secretary confirming compliance, is annexed as Annexure IV and forms part of this Report.

DIRECTORS:

During the year Mr. Ranga Iyer resigned from the Board efective 29th Aug 2013. Mr. Sudhakar Rao, who was appointed as an Additional Director on 30th Aug 2013, vacated ofce on 27th Sept. 2013 as per Sec . 260 of the Companies Act, 1956. The Board at their meeting held on 27th Sept. 2013 appointed him as an Additional Director.

Mr. M. D. Mallya was appointed as an Additional Director on 12th Feb 2014.

As per Section 256 of the erstwhile Companies Act, 1956, Mr. Mahesh Bhupathi will retire by rotation and pursuant to the Companies Act, 1956 and the Companies Act, 2013, would be eligible for reappointment.

The Ministry of Corporate Afairs (MCA) during the year, had notifed the provisions relating to selection, manner of appointment, roles, functions, duties, reappointment of independent directors (IDs) with efect from 1st April 2014. Further, in terms of the provisions

of the Act 2013, IDs are eligible to hold ofce for a term upto five consecutive years and shall not be liable to ''retire by rotation''. It is, therefore, proposed to appoint Mr. G.N.Bajpai, Mr. Jagdish Capoor, Mr. Ashok T. Aram and Mr. M.D. Mallya (who was appointed by the Board will vacate ofce at the ensuring Annual General Meeting and would be eligible for reappointment pursuant to the provisions of the Act, 2013) as Independent Directors for the frst term of five consecutive years at the ensuing Annual General Meeting.

Mr. Sudhakar Rao, who was appointed by the Board will vacate ofce at the ensuing Annual General Meeting and will be eligible for appointment under the Companies Act, 2013.

Necessary resolutions will be placed before the ensuing Annual General Meeting.

The Board also reconstituted the Committees of Board in line with the provisions of Companies Act, 2013, at their meeting held on

27th Sept 2013:

A. Audit Committee:

- Mr. Jagdish Capoor

- Mr. G. N. Bajpai

- Mr. Sudhakar Rao

- Mr. L. S. Vaidyanathan

B. Stakeholders Relationship Committee:

- Mr. Jagdish Capoor

- Mr. L. S. Vaidyanathan

C. Nomination & Remuneration Committee (formerly ''Remuneration Committee''):

- Mr. Jagdish Capoor

- Mr. G. N. Bajpai

- Mr. Sudhakar Rao

- Mr. Nitesh Shetty

D. Corporate Social Responsibility:

The Board also constituted CSR Committee, with the following members : Mr. Sudhakar Rao Mr. Nitesh Shetty Mr. L. S. Vaidyanathan

The management of the Company is committed to the development of weaker sections of the society and has been contributing for cause of women education, development of art etc.

Mr. M.D. Mallya, Independent Director was appointed as an additional member on the Audit Committee and Nomination and Remuneration Committee in the Board meeeting held on 28th May, 2014. The Board also noted the declaration by Mr. Sudhakar Roa, as Non-Executive Non-Independent Director.

AUDITORS:

B S R & Co. LLP, Chartered Accountants, Bangalore (Firm Regn.101248W) hold ofce up to the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere appreciation of the valuable assistance and co-operation extended to the Company by its Customers, Bankers, Financial Institutions, State and Central Government authorities, Service Providers, Contractors and the Shareholders for their valued support to the Company''s operations.

Your Directors also place on record their appreciation of the significant contribution made, and support extended, by the employees of the Company at all levels during the year.

For and on behalf of the Board of Directors Place : Bangalore NITESH SHETTY Date : May 28, 2014 Chairman & Managing Director

Mar 31, 2012

The Directors present their Eighth Annual Report and the Audited Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS:

Rupees in Lakhs

STANDALONE CONSOLIDATED

Particulars 2011-12 2010-11 2011-12 2010-11

Income :

Income from operations 7903 9771 11622 12410

Other Income 12 1068 1359 1995

Total Income 7915 10839 12981 14405

Profit / (Loss) before depreciation (532) 355 676 1634

Less : Depreciation 181 66 184 66

Profit before tax (713) 289 492 1568

Less : Income tax (257) (87) 247 349

Profit / (Loss) after tax (456) 376 245 1219

Less: Minority interest & share of loss in Associate - - 214 127

Net Profit / (Loss) (456) 376 31 1092

DIVIDEND:

The Directors could not recommend any dividend in view of the loss.

OPERATIONS:

Stand Alone:

During the year under review the Company achieved a turnover of Rs. 7903 Lakh as against Rs. 9771 Lakh in the previous year and other income of Rs.12 Lakh as compared to Rs.1068 Lakh in the previous year. The operations had resulted in a loss of Rs. 456 Lakh as against a Profit of Rs. 376 Lakh in the last year.

Consolidated:

In compliance with the applicable Clauses of the Listing Agreement with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report have been annexed to this Annual Report.

The total consolidated revenue for the year ended 31st March 2012 amounted to Rs. 12981 Lakh including other income of Rs. 1359 Lakh, as compared to Rs. 14405 Lakh in the previous year. The Company earned a Profit after tax of Rs. 245 Lakhs (Previous year Rs. 1219 Lakhs) and a Net Profit of Rs. 31 Lakh for the year (Previous year Rs. 1092 Lakhs), after adjusting the minority interest in subsidiary companies and share of loss from associate company amounting to Rs. 214 Lakh (Previous year Rs. 127 Lakhs).

The financial figures have been regrouped in line with the new Schedule VI disclosure requirements.

SUBSIDIARY COMPANIES: A. SUBSIDIARIES :

Nitesh Housing Developers Private Limited:

This company is a 89.9% subsidiary of the Company. At present the subsidiary is executing 4 residential Projects. The financial highlights are:

Figures Rs. In thousands

Particulars 2011-12 2010-11

Paid up Capital 50,000 50,000

Share Application Money 828,388 906,436

Reserves & Surplus 201,240 85,421

Secured Loans 24,854 634,033

Unsecured Loans 100 100

Income From Property Development 310,745 55,540

Sale of Villa Plots 41,514 193,324

Other Income 133,603 92,682

Profit Before Tax 181,129 130,909

Profit After Tax 115,819 87,312

Pursuant to the approval accorded by the Shareholder's at the Extraordinary General Meeting held on March 20, 2012 the Authorised Capital of the Subsidiary Company was increased to Rs. 10 Cr divided into 50,00,000 Equity Shares of Rs. 10/- each and 50,00,000 Preference Shares of Rs. 10/- each.

Nitesh Indiranagar Retail Private Limited:

This company is a 100% wholly owned subsidiary of Nitesh Estates Limited. The financial highlights are:

Figures Rs. In thousands

Particulars 2011-12 2010-11

Paid up Capital 132,480 11,600

Share Application money - 1,369,622

Reserves & Surplus 1,170,246 103,464

Unsecured Loans 195 12,238

Pursuant to the approval accorded by the Shareholder's at the Extraordinary General Meeting held on March 19, 2012 the Authorised Capital of the Subsidiary Company was increased to Rs. 15 Cr. 1,20,88,000 Equity Shares of Rs. 10/- each were allotted at a premium of Rs. 90/- per share aggregating to Rs. 120.88 crores to the Holding Company. The pre-operative expenses have been charged to Profit & Loss Account. The Loss for the year stood at Rs 2,11,73,979.

Kakanad Enterprises Private Limited (formerly known as Nitesh Kochi Projects and Developers Private Limited):

The Company has not commenced its commercial operations. The pre-operative expenses have been charged to the Profit and Loss Account. The loss for the year stood at Rs. 137,751/-.

effective, March 12, 2012 the Registered office of the Company was shifted to No. CC 49/2796, 2nd Floor, North Square, Paramara Road, Kochi - 682018, Kerala, INDIA.

During the year under review, pursuant to the approval accorded by the Shareholder's at the Extraordinary General Meeting held on March 27, 2012 the name of the Company was changed to Kakanad Enterprises Private Limited and the same was approved by the Registrar of Companies on April 4, 2012.

This Company is a 100% subsidiary of Nites Estates Limited.

Nitesh Urban Development Private Limited (formerly known as Nitesh Boat Club Private Limited):

FINANCIAL RESULTS:

The performance of the company for the financial year ended March 31, 2012 is given hereunder

Figures Rs. In thousands

Particulars 2011-12 2010-11

Income :

Income from operations: - -

Other Income 145 -

Total Income 145 -

Loss before depreciation 29,692 3,066

Depreciation

Loss before tax 29,692 3,066

Provision for income tax - -

Provision for deferred tax (8,899) -

Loss after tax 20,792 3,066

The Company during the current financial year executed a Joint Development Agreement on August 18, 2011 with the land owners for the development of the property bearing 1 Acres 14.56 Guntas situated at Kaikondarahalli Village, Varthur Hobli, Marathalli, Bangalore East Taluk for the construction and development of residential project "Nitesh Cape Cod".

The Company has obtained all the approval from the relevant authorities for commencement of the project and the final plan approval was obtained on March 19, 2012. This Project is expected to yield total revenue of Rs. 300 Cr.

The Company became a 100% subsidiary of Nitesh Estates Limited consequent to the acquisition of shares from the existing shareholder with effect form December 31 2011.

Pursuant to the approval accorded by the Shareholder's at the Extraordinary General Meeting held on January 18, 2012 the Company had acquired 5490 Equity Shares of Rs 10/- each of Courtyard Constructions Private Limited, Mumbai at a total consideration of Rs. 8.02 Cr from an existing share holder.

Pursuant to the approval accorded by the Shareholder's at the Extraordinary General Meeting held on March 19, 2012 the Authorised Capital of the Company was increased to Rs. 10 Cr. 65,72,000 Equity Shares of Rs. 10/- each were allotted at a premium of Rs. 26/- per share aggregating Rs. 26.65 Crores to the Holding Company.

Nitesh Property Management Private Limited:

This company is a 100% wholly owned subsidiary of the Company. It has entered into Maintenance Contracts with owners of completed apartments developed by the Company, with effect from April 1, 2011.

The performance of the company for the financial year ended March 31, 2012 is given hereunder:

Figures Rs. In thousands

Particulars 2011-12

Income :

Income from operations:

Building Maintenance income 29,936

Other operating Income 2,064

Other Income 263

Total Income 32,263

Profit/Loss before depreciation 885

Depreciation

Profit / Loss before tax 885

Provision for income tax 300

Provision for deferred tax (9)

Profit for the year 594

B. CONSOLIDATED ACCOUNTS:

The audited consolidated Balance Sheet as at March 31, 2012, consolidated Profit and Loss account for the year ended on that date, Cash together with the Notes and Reports of Auditors thereon form part of this Annual Report.

Pursuant to the general permission accorded by Ministry of Corporate affairs, vide their Circular No. 2/2011 dated February 8,

2011 the Company is not attaching the Annual Reports of the Subsidiary Companies. However, any shareholder who wishes to have information on the Subsidiary Companies or a copy of the Annual report of the subsidiary companies may write to the Company requesting for the same.

C. MATERIAL NON-LISTED INDIAN SUBSIDIARY:

Pursuant to Clause 49 of the Listing Agreement, Nitesh Housing Developers Private Limited and Nitesh Indiranagar Retail Private Limited will be treated as a material non-listed subsidiary for the financial year 2011-12. Necessary steps are being taken as required under the Listing agreement.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors, to the best of their knowledge and belief, confirm that :-

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and such judgments 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 March 31, 2012 and of the Profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the annual accounts have been prepared on a going concern basis.

BOARD'S RESPONSE TO AUDIT OBSERVATION:

1. Paragraph 5 of the Auditors Report:

During the Year the Company recognized Deferred Tax Asset on the basis of future taxable income expected out of certain ongoing & proposed projects. In respect of the ongoing projects, the Company has already received necessary approvals from the concerned statutory authorities for commencement of construction of the project and the Company has started sale bookings in respect of the said ongoing projects. The Company has also executed Agreement of Sale with the buyers for the aforesaid projects. The Management is reasonably confident of meeting the virtual certainty of the project execution and Profits to be earned thereon. Based on the above facts, the Company has recognized the Deferred Tax Asset.

2. Paragraph 6 of the Auditors Report:

The advances amounting to Rs. 828,236,000 are towards certain real estate projects. Out of the said advances Rs. 450,000,000 is towards joint development of a property wherein requisite documentation has been executed and registration has been completed. In respect of other advances, acquisition of land and obtaining approval for development of projects is under progress. The management is confident of completing acquisition and obtaining approval for development of projects.

3. Clause IV of the Annexure to the Auditors Report:

In order to strengthen the internal control systems for timely documentation and also for effective management of business, the Company has implemented SAP system. Further the Company has appointed Deloitte Touch Tomashu Private Limited as Internal Auditors of the Company towards ensuring an effective internal control system.

4. Clause V(b) of the Annexure to the Auditors Report:

The observation by the Auditors is self explanatory.

5. Clause XVI of the Annexure to the Auditors Report:

The transaction is pertaining to financial year 2010-11 in respect of which there was an outstanding amount of Rs. 75 million at the end of the current financial year. As explained in the previous year, the project, for which the term loan was availed, was experiencing some delay. Hence, the Company deployed the amount temporarily for other purposes.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES AT, 1956:

Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, is given in Annexure I and forms part of this Report.

Information in terms of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure II and forms part of this Report.

CORPORATE GOVERNANCE REPORT:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed by the Listing Agreement with the Stock Exchanges have been complied with.

A Report on Corporate Governance forming part of the Directors' Report, along with a certificate from the Statutory Auditors confirming compliance, is annexed as Annexure IV and forms part of this Report.

The Management Discussion & Analysis Report is attached as Annexure III and forms part of this Report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Pushpalatha V Shetty and Mr. Ashok Aram Directors, will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Ashwini Kumar was co-opted as an Additional Director and appointed as Whole-time Director designated as Executive Director & Chief Operating officer of the Company. He will seek re-appointment under Sec 257 of the Companies Act, 1956 for which the Company has received a notice from a member. Necessary resolution will be placed before the ensuing Annual General Meeting.

Your Board of Directors recommend their appointment.

AUDITORS:

The Company's Auditors, S.R. Batliboi & Associates, Chartered Accountants, (Firm Registration No. 101049W) hold office upto the conclusion of this Annual General Meeting. Statutory Auditors have expressed their desire not to seek reappointment at the forthcoming Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY:

While we continue to concentrate on our core business objective of building world-class projects, we are also aware of our responsibilities towards the society we operate in. We conduct our business in a fair and ethical manner and try to be change agents through meaningful contributions and partnerships.

Believing in the adage Ã 'charity begins at home' and taking cognizance of the fact that our business involves urbanization, we are extremely sensitive to our surroundings and ecology. We try to minimize our carbon footprint by erecting energy efcient buildings and investing in adequate green cover in all our project sites to supplement the ground cover.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere appreciation of the valuable assistance and co-operation extended to the company by its Customers, Bankers, Financial Institutions, State and Central Government authorities, Service Providers, Contractors and the Shareholders for their valued support to the Company's operations.

Your Directors also place on record their appreciation of the significant contribution made, and support extended, by the employees of the Company at all levels during the year.

For and on behalf of the Board of Directors

Place : Mumbai NITESH SHETTY

Date : May 25, 2012 Chairman & Managing Director

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Seventh Annual Report and the Audited Accounts of the Company for the year ended March31,2011.

FINANCIAL RESULTS:

Rupees in Lakhs

Particulars STAND ALONE CONSOLIDATED

2010-11 2009-10 2010-11

Income:

Income from operations 9771 7113 12411

Other Income 1068 2528 1995

Total Income 10839 9641 14406

Profit before depreciation 356 690 1634

Less: Depreciation 66 55 66

Profit before tax 290 635 1568

Less: Income tax (87) 167 349

Profit after tax 377 468 1219

Less: Minority interest & share of loss in Associate - - 127

Net Profit 377 468 1092

Profit& Loss account at the beginning of the year 581 724 (244)

Available for appropriation 958 1192 848

Appropriation:

Dividend on Equity Shares Re. 0.25 pro-rata period paid-up 344 - 344

Tax on Dividend 57 - 57

Total Appropriation 401 - 401

Capitalisation of Issue of Bonus Shares - 610 -

Profits Loss Account Balance at the end of the year 557 581 447

DIVIDEND:

The Board of Directors are pleased to recommend payment of a dividend of Rs. 0.25 per equity share of the face value of Rs. 10/- each which, if approved by the Members at the Annual General Meeting, will involve an Appropriation of Rs. 344 Lakh towards Dividend and Rs. 57 Lakh as Dividend DistributionTax resulting in a total outflow of Rs. 401 Lakh.

OPERATIONS:

Stand Alone:

During the year under review the Company achieved a turnover of Rs. 9,771 Lakh as against Rs. 7,113 Lakh in the previous year and other income of Rs.1,068 Lakh as compared to Rs. 2,528 Lakh in the previous year. The Company has earned a net profit of Rs. 377 Lakh as against Rs. 468 Lakh in the last year.

Consolidated:

In compliance with the applicable Clauses of the Listing Agreement with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements atong with the Auditors Report have been annexed to this Annual Report.

Since the audited financial statements for the year ended March 31, 2011 are the first published by the Company in compliance with Clause41 of the Listing Agreement, the corresponding figures forthe year ended March 31,2010 are not provided.

The total consolidated revenue for the year ended 31st March 2011 amounted to Rs 14,406 Lakh including other income of Rs. 1,995 Lakh. The Company earned a profit after tax of Rs. 1,219 Lakh and a Net profit of Rs. 1,092 Lakh after adjusting the minority interest in subsidiary companies and share of loss from associate company aggregating to Rs. 127 Lakh.

The Company has repaid an amount of Rs.15,054 Lakh in discharge of all debts on consolidated basis incurred by it prior to the IPO, except for Loan of Rs. 6370 Lakh. The debt gearing is significantly low at 0.17 as on 31st March 2011.

INITIAL PUBLIC OFFERING:

As reported in our previous Annual Report, your Company entered the capital market with the Initial Public Offer (IPO) of 75,000,000 Equity Shares of Rs. 10/-each, through 100% Book Building Process in April 2010, for cash at a price of Rs. 54 per Equity Share including a premium of Rs. 44/-per share. The issue was fully subscribed and the Equity Shares were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on May 13,2010.

SUBSIDIA RY COMPANIES:

A. SUBSIDIARIES:

Nitesh Housing Developers Private Limited:

This company is a 89.9% subsidiary of the Company. It is presently executing 4 residential Projects. The financial highlights are:

Rs. in thousands

Particulars Amount

Paid up Capital 50,000

Share Application money 906,436

Reserves & Surplus 85,421

Secured Loans 634,033

Unsecured Loans 100

Income From Property Development 55,540

Sale of Villa Plots 193,324

Other Income 92,681

Profit Before Tax 130,909

Profit After Tax 87,312

Nitesh Indiranagar Retail Private Limited:

This company is a 100% subsidiary of the Company. It commenced its business during the year under review. The financial highlights are:

Rs. in thousands

Particulars Amount

Paid up Capital 11,600

Share Application money 1,369,622

Reserves & Surplus 103,500

Unsecured Loans 12,238

Effective Feb 10,2011 the entire paid up capital is held by the Company including one share being held by its nominee.

The Company has finalized the deal with Mr. George Thangaiah for the development of a Mall project at Indiranagar, Bangalore on February 11, 2011.The total built up area of the Mall will be 1.14 million sq feet. The sharing ratio between the land owner and the Company is 50:50. The construction of the mall is expected to be completed by 2014, barring unforeseen circumstances.

Nitesh Kochi Projects and Developers Private Limited:

This company is a 100% subsidiary of the Company. The entire paid up capital of this company was acquired on Dec 20,2010. It is yet to commence commercial operations.The financial highlights are:

Rs. in thousands

Particulars Amount

Paid up Capital 100

Share Application money 11,585

Land (Inventory) 26,152

Nitesh Urban Developers Private Limited (formerly known as Nitesh Boat Club Private Limited): This company is a 51 % subsidiary of the Company. It is yet to commence commercial operations.

Nitesh Property Management Private Limited:

This company is a 100% subsidiary of the Company. It has entered into Maintenance Contracts with the flat owners of all the projects developed by the Company, with effect from April 1, 2011. This company is expected to earn service fees of Rs.200 Lakh during the currentfinancialyearthrough maintenance contracts.

B. CONSOLIDATED ACCOUNTS:

The audited consolidated Balance Sheet as at March 31,2011, consolidated Profit and Loss account for the year ended on that date, Cash flow together with the Notes and Reports of Auditors thereon form part of this Annual Report.

Pursuant to the general permission accorded by Ministry of Corporate Affairs, vide their Circular No. 2/2011 dated February 8,2011 the Company is not attaching the Annual Reports of the Subsidiary Companies. However, any shareholder who wishes to have information on the Subsidiary Companies or a copy of the Annual report of the subsidiary companies may write to the Company requesting for the same.

C. MATERIAL NON-LISTED INDIAN SUBSIDIARY:

Pursuant to Clause 49 of the Listing Agreement, the turnover of Nitesh Housing Developers Private Limited exceeds 20% of the consolidated turnover of the Company. It will be treated as a material non-listed subsidiary for the financial year 2011 -12. Necessary steps are being taken as required under the Listing agreement.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors, to the best of their knowledge and belief, confirm that :-

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and such judgments 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 March 31,2011 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the annual accounts have been prepared on a going concern basis.

RESPONSE TO AUDIT OBSERVATIONS:

1. Paragraph 5 of the Auditors Report:

During the year ended March 31, 2011, the Company purchased a developed property (Apartment) from a related party. On identification of a suitable buyer for the Apartment, in the normal course of its business as a developer of properties, the Company has sold the Apartment to the other third party buyer at a higher price consideration. The transaction being unique in nature comparative figures are not available. Auditor's comments are self-explanatory in this regard.

2. Paragraph 6 of the Auditors Report:

During the Year the Company recognized Deferred Tax Asset on the basis of future taxable income expected out of certain ongoing & proposed projects. In respect of the ongoing projects, the Company has already received necessary approvals from the concerned statutory authorities for commencement of construction of the project and the Company has started sale bookings in respect of the said ongoing projects. The Company is in the process of executing Agreement of Sale with the buyers for the aforesaid projects. The Management is reasonably confident of project execution and profits to be earned thereon. Based on the above facts, the Company has recognized the Deferred Tax Asset.

Clause IV of the Annexure to the Auditors Report:

In order to strengthen the internal control systems for timely documentation, the Company is implementing SAP system. Further the Company has appointed Deloitte Touch Tomashu Private Limited as Internal Auditors of the Company towards ensuring an effective internal control system.

Clause V(b) of the Annexure to the Auditors Report: The observation by the Auditors is self explanatory. Clause XI of the Annexure to the Auditors Report:

During the course of the business there have been some delays in repayment of dues and interest thereon to the Financial Institutions and Banks on account of tight liquidity conditions. The amounts have been subsequently repaid and there are no outstanding dues at the end of the financial year, management is taking steps to ensure timely repayment of all moneys due and payable to Financial Institutions and Banks.

Clause XV of the Annexure to the Auditors Report:

The Company has availed loans from the Financial Intuitions for execution of certain projects. However these projects were assigned to other companies along with the loan availed against the projects. As per the agreed terms with the Financial Intuitions, until repayment of the loan by the said companies, the Company is obliged to be a guarantorfor repayment of the loans.

Clause XVI of the Annexure to the Auditors Report:

The project, for which the term loan was availed, was experiencing some delay. Hence, the Company deployed the amount temporarily forcorporate purposes.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, is given in Annexure I and forms part of this Report.

Information in terms of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure II and forms part of this Report.

CORPORATE GOVERNANCE REPORT:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed by the Listing Agreement of the Stock Exchanges on which the Company's shares are listed, have been complied with.

The Management Discussion & Analysis Report is attached as Annexure III and forms part of this Report.

A Report on Corporate Governance forming part of the Directors' Report, along with a certificate from the Practicing Company Secretary confirming compliance, is annexed as Annexure IVand forms part of this Report.

AWARDS AND RECOGNITION:

Your Directors take pleasure in informing you that the Company received the CNBC Award CNBC AWAAZ, CRISIL, CREDAI Real Estate Awards2010 forthe best Luxury Residential Project, forNitesh Garden Enclave.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. G.N. Bajpai and Mr. James Stephen Brent, Directors, will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Board of Directors recommend their reappointment.

AUDITORS:

The Company's Auditors, S.R. Batliboi & Associates, Chartered Accountants,(Firm Registration No. 101049W) hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the requisite certificate from them pursuant to Section 224(1 B) of the Companies Act, 1956, confirming their eligibility for appointment as Auditors of the Company.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere appreciation of the valuable assistance and co-operation extended to the company by its Customers, Bankers, Financial Institutions, State and Central Government authorities, Service Providers, Contractors and the Shareholders for their valued support to the Company's operations.

Your Directors also place on record their appreciation of the significant contribution made, and support extended, by the employees of the Company at all levels during the year.

For and on behalf of the Board of Directors

Place: Mumbai NITESH SHETTY

Date: 30th May, 2011 Chairman & Managing Director

Mar 31, 2010

The Board of Directors have great pleasure in presenting the Sixth Annual Report on the performance of your Company for the financial year ended March 31, 2010 along with the Audited Statement of Accounts.

1. FINANCIAL RESULTS:

The performance of the company for the financial year ended March 31, 2010 is given hereunder:

Rs. in Lakhs

Particulars 2009-2010 2008-2009

Income :

Income from operations 7113 8679

Other Income 2528 10

Total Income 9641 8689

Profit before depreciation 690 496

Depreciation 55 73

Profit before tax 635 423

Provision for income tax 38 279

Provision for deferred tax 129 (149)

Provision for fringe benefit tax NA 8

Profit after tax and before prior period items 468 276

Prior period items - 9.34

Net Profit for the year 468 260

2. DIVIDEND:

With a view to augment the resources of the Company, the Directors do not recommend for payment of dividend.

3. CURRENT SCENARIO AND FUTURE PROSPECTS:

The financial year 2009-10 was a challenging one due to global and domestic economic downturn. Job losses and the resultant dip in consumer confidence affected the sales of homes in many of our markets. Volatile market conditions also delayed the launch of some of our new projects during this period.

The financial year 2010-11 is expected to be a better year for the industry in general and company in specific. With the consumer sentiment improving, the demand for real estate barring unforeseen circumstances is expected to go up considerably. The company, however, has recognized the changed dynamics of the industry and has reacted swiftly to modify the product mix and pricing strategies to suit the market conditions better.

4. BRAND IMAGE OF "NITESH ESTATES":

With a firm belief that brand equity will be one of the key differentiators for consumers, the Company has been working towards creating a lasting brand name. The result is visible: Nitesh Estates has, in a short span of time, emerged as one of the leading brands south of Vindhyas.

Consistent with this belief, the company continued its brand building exercise in the last fiscal also. By virtue of creating some of the finest addresses, the positioning of the brand has been in the premium segment. With the Company aggressively expanding into mid-segment housing, the focus going forward is to make the brand more broad-based. The Association of the brand with the premium products is proving to be beneficial for attracting customers even in the Mid Segment.

5. ONGOING PROJECTS:

a. Nitesh Forest Hills

b. Nitesh Flushing Meadows

c. Nitesh Wimbledon Gardens

d. Nitesh Hyde Park

e. Nitesh Columbus Square

f. The Ritz-Carlton Brand Hotel

6. FUTURE PROJECTS:

a. Nitesh Fischer Island

b. Nitesh Key Biscayne

c. Nitesh Roland Garros

d. Nitesh Mall

7. INITIAL PUBLIC OFFERING (IPO)

The company has made a public issue of 75,000,000 Equity Share of Rs. 10 Each for cash at a price of Rs. 54 per Equity Share (including a Share Premium of Rs.44 per Equity Share) aggregating to Rs. 4,050.00 Million in the Month of April 2010 vide prospectus dated May 3, 2010 . The issue was fully subscribed. The Shares of the Company are listed in the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The company has 11,383 Share Holders.

8. QUALITY:

Our Companys Quality System is compatible with ISO 9001:2008 and has been certified by BUREAU VERITAS. The certificate is valid till 20th April 2012.

9. FIXED DEPOSITS:

The Company has not accepted any deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the company.

10. HUMAN RESOURCES:

In order to meet the needs of the rapidly growing business, the organizations HR related participations and process are currently under review.

11. BOARD OF DIRECTORS:

Mr. Subir Raha, an Independent Director of the Company passed away on February 1, 2010. Mr. Subir Raha was an invaluable member of the Board of the Company. The Board of Directors has conveyed to his family its deep sense of grief at his untimely passing away. The Board also places on record the significant contributions made by Mr. Subir Raha during his tenure as a Director of the Company.

In accordance with the Articles of Association of the Company Mrs. Pushpalatha V Shetty, Mr. Darius Udwadia, & Mr. Mahesh Bhupathi, retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board at its Meeting held on 28
12. AUDITORS:

M/s. S.R. Batliboi & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible for re-appointment offers themselves for re-appointment as the Statutory Auditors of the Company.

M/s. S.R. Batliboi & Associates, Chartered Accountants, have confirmed that the appointment if made will be in accordance with the limitations prescribed under Sections 224(1 B) of the Companies Act, 1956.

13. EXPLANATION TO AUDITORS REPORT:

Clause V(b) of the Annexure to the Auditors Report

The auditors comment in their report is self explanatory.

Clause IX(a) & XI of the Annexure to the Auditors Report

During the course of the business there have been certain delays in payment of Service Tax, Withholding Taxes, repayment of dues and interest thereon to the financial instructions on account of tight liquidity conditions.

Clause XV of the Annexure to the Auditors Report

Regarding Guarantee given by the company. The Company has availed loans from the Financial Intuitions for execution of certain projects. However these projects were assigned to other companies along with the loan availed against the projects. As per the agreed terms with the financial intuitions, till the time the loan is been repaid by the companies took over the project, Nitesh Estates Limited is bound to be a guarantor to the loans.

Clause XVI of the Annexure to the Auditors Report

Utilization of Term Loan: The loan was availed and utilized during the financial year 2008-09 and it is outstanding as on the date of Balance Sheet. Subsequently the Company has repaid the said loan..

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the said period;

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

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

15. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance has been included as an attachment to this Report.

16. PARTICULARS OF EMPLOYEES:

Information as per sub-section (2A) of Section 217 of the Companies Act 1956, red with the Companies (Particulars of Employees) Rules 1975 forming part of the Directors Report for the year ended 31st March 2010 is contained in Annexure "A".

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

The particulars relating to Conservation to energy, technology absorption and foreign exchange earnings & outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, red with Companies (Disclosure of Particulars in Report of Board of Directors) Rule, 1988, is contained in Annexure "B".

18. SUBSIDIARY COMPANIES

M/s Nitesh Indiranagar Retail Private Limited, and M/s Nitesh Housing Developers Private Limited are subsidiaries of our Company. M/s Nitesh Estates Ltd., hold 11,59,900 equity shares of M/s Nitesh Indiranagar Retail Private Limited and 44,94,900 equity shares of M/s Nitesh Housing Developers Private Limited.

19. ACKNOWLEDGMENTS:

Your Directors are pleased to place on record their sincere appreciation for the valuable assistance and co-operation extended to the company by its Customers, Bankers, Financial Institutions, State and Central Government Authorities, Service Providers, Contractors and the Share Holders. Your Directors desire to place on record their appreciation of the dedicated services and valuable contribution by the employees of the company at all levels.

For and on behalf of the Board of Directors of M/s. Nitesh Estates Limited

Place: Bangalore NITESH SHETTY

Date : August 11,2010 CHAIRMAN

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