Directors Report of Supreme Engineering Ltd.

Mar 31, 2025

Your directors are pleased to present the 38^th Annual Report of Supreme Engineering Limited (âthe
Companyâ) together with the audited financial statements for the year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rs. In lakhs)

Particulars	FY 2024-25	FY 2023-24
Total Income	1,742.30	2,543.41
Profit before tax	(949.69)	(824.31)
Profit /(Loss) after tax	1,180.99	(1104.04)
Profit/(Loss) b/f from previous period	(11,242.52)	(10,158.00)
Prior period adjustment	â	--
Profit for Appropriation Sub Total (A)	(12,425.36)	(10,158.00)
Transfer to General Reserve		--
Transfer to Capital Redemption Reserve		--
Other Adjustments	--	17.00
Sub Total (B)		--
Balance carried to Balance sheet (A-B)	(12,425.36)	(11,242.52)

STATE OF THE COMPANYâS AFFAIRS:

During the year under review, the Company has earned on a standalone basis the total income for the
Financial Year ended March 31, 2025 stood at Rs. 1,742.30/- Lakhs as against an income of Rs.
2,543.40/- Lakhs for the Financial Year ended March 31, 2024. The Company incurred a Loss before tax
of Rs. 949.69/- Lakhs for the Financial Year ended March 31, 2025 as against a Loss before tax of Rs.
824.31/- for the Financial Year ended March 31, 2024. The Company reported a net Loss of Rs. 1180.99/-
Lakhs for the Financial Year ended March 31, 2025 as against net profit of Rs. 1104.04/- for the Financial
Year ended March 31, 2024.

Your directorâs are hopeful of better performance in the forthcoming year.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve.
DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances, has
decided that it would be prudent, not to recommend any Dividend for the year under review and retain the
profits of the Company for its future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid
last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your Company.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the business of the Company during the financial year ending March 31,
2025.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

The Company has no subsidiaries/joint venture/ associate for the Financial Year 2024-25.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company, which
has occurred between the end of the financial year for the Company.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31, 2025 stood at Rs. 2499.50 Lakhs. During the year under
review, the Company has not issued shares or convertible securities or shares with differential voting
rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2025, none of the
Directors of the Company hold instruments convertible into Equity Shares of the Company.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the Act, read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the extract of Annual Return has been uploaded on the
Companyâs website on https://www.supremesteels.com/

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted in accordance with the requirements of the Act read with
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

A) Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs
Articles of Association, Mr. Abhinav Sanjay Chowdhri (DIN 07121484), is liable to retire by
rotation at the forthcoming AGM and being eligible offers herself for re-appointment.

The Board recommends the re-appointment of Mr. Abhinav Sanjay Chowdhri (DIN 07121484),
for the consideration of the Members of the Company at the ensuing AGM. The relevant details,
including profile of Mr. Abhinav Sanjay Chowdhri (DIN 07121484), is included separately in the
Notice of AGM.

As on the date of this Report, the Companyâs Board comprises of six ((6) Directors viz. 1 Non
Executive-Non Independent Director, 2 Executive Directors and 3 Non-Executive Independent
Directors including women Director. The composition of the Board is in conformity with
Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.

B) Independent Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the
Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Independent Directors hold office
for a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board,
the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of
the Act and Regulation 16(1) (b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website
of the Company at https://www.supremesteels.com/ .

In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a
familiarization programme for the independent directors to familiarize them with their role, rights
and responsibility as directors, the working of the Company, nature of the industry in which the
Company operates, business model, etc. The details of familiarization programme are explained
in the Corporate Governance Report and the same are also available on the website of the
Company at https://www.supremesteels.com/ .

C) Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed
thereunder, the following are the Key Managerial Personnel of the Company:

- Mr. Sanjay Chowdhri, Managing Director

- Mr. Pranav Sanjay Chowdhri, CEO

- Mr. Sadashiv Sankappa Bangera, CFO

- *Ms. Varsha Dhandharia - Company Secretary

*During the financial year, Varsha Dhandharia has resigned from the post of Company
Secretary and Compliance Officer w.e.f 22.04.2024.

D) Committees of the Board:

The Company has Three Board Committees as on March 31, 2025:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during
the year under review are provided in the Report on Corporate Governance, a part of this Annual
Report.

E) Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to
appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and
other employees of the Company (âPolicyâ). The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of remuneration to Executive and Non-executive
Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior
Management and other employees. The Policy also provides the criteria for determining
qualifications, positive attributes and independence of Director and criteria for appointment of
Key Managerial Personnel/Senior Management and performance evaluation which are considered
by the Nomination and Remuneration Committee and the Board of Directors whilst taking a
decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in
the Corporate Governance Report which forms part of this Annual Report. The Policy is also
available on the website of the Company at https://www.supremesteels.com/ .

F) Whistle Blower Policy /Vigil Mechanism:

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing
Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil
mechanism for Directors and Employees to report genuine concerns about unethical behavior,
actual or suspected fraud or violation of the Companyâs Code of Conduct and provide adequate
safeguards against victimization of persons who use such mechanism and makes provision for
direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The
said policy has been hosted on the Companyâs website at https://www.supremesteels.com/ .

G) Performance Evaluation:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out
the annual performance evaluation of the Directors individually as well as evaluation of the
working of the Board and of the Committees of the Board, by way of individual and collective
feedback from Directors. The manner in which the evaluation was conducted by the Company
and evaluation criteria have been explained in the Corporate Governance Report which forms part
of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

H) Number of Meetings of the Board:

During the financial year ended March 31, 2025, Twenty-Four (24) meetings of the Board of
Directors were held. The details of the meetings are as under:

Sr. No.	Date of Meeting
1	30-05-2024
2	15-06-2024
3	21-06-2024
4	01-07-2024
5	10-07-2024
6	23-07-2024
7	30-07-2024
8	12-08-2024
9	16-08-2024
10	28-08-2024
11	29-08-2024
12	09-09-2024
13	10-09-2024
14	23-09-2024
15	16-11-2024
16	07-01-2025
17	10-01-2025
18	13-01-2025
19	14-01-2025
20	15-01-2025
21	07-02-2025
22	13-02-2025
23	14-02-2025
24	31-03-2025

The particulars of attendance of the Directors at the said meetings are detailed in the Corporate
Governance Report of the Company, which forms a part of this Report.

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.

I) Remuneration of Directors, Key Managerial Personnel and Senior Management:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in
accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of
the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same
are given in the Corporate Governance Report which forms part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Act, the Directors of the
Company state and confirm that:

A. in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting
standards had been followed and there are no material departures from the same.

b. the directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit and loss 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.

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

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.

PARTICULARS OF LOANS, GUARANTEE, AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act read with the
Companies (Meeting of Board and its powers) Rules, 2014 as on March 31, 2025, have been disclosed in
the Notes to the Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to
the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section
135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

So, the Company is not required to conduct CSR activities.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules,
2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption.
The Company on continues basis undertakes programs of conserving energy. The details of the same are
as follows:

A. Conservation of energy

Steps taken/ impact on Conservation of energy, with special reference to the following:

(i) Steps taken by the Company for optimizing electrical consumption:

Steps taken by company for optimizing electrical consumption: Installation of capacitors for
reduction of PF thereby saving electricity consumption.

(ii) Capital Investment on energy conversion equipmentâs - N.A.

B. Technology absorption:

1. Efforts in brief made towards technology absorption -N.A.

2. Benefits derived as a result of the above efforts, for e.g., products improvement, cost reduction,
product development, import substitution, etc, - N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

C. Foreign exchange earnings and Outgo
Foreign Exchange Earnings/ Outgo:

The details of Foreign Exchange Earnings and outgo are as follows:

Particulars	For the year ended 31st March, 2025	For the years ended 31st March 2024
Foreign Exchange Earnings - F.O.B value of exports	51.32	306.15
Foreign Exchange Outgo - Travelling Expenses	14.84	18.50

RISK MANAGEMENT:

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk
management, assessment and minimization procedures, developing, implementing and monitoring the
risk management plan and identifying, reviewing and mitigating all elements of risks which the Company
may be exposed to.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are no significant material orders passed by the Regulators/Courts
that would impact the going concern status of the Company and its future operations.

AUDITORS:

A) Statutory Auditors & their Report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (âthe Actâ) and the rules
made thereunder, M/s S. R. Dhariwal & Co., Chartered Accountants (Firm Registration No.
102466W), were appointed as the Statutory Auditors of the Company at the 37th Annual General
Meeting (âAGMâ) held on September 28, 2024, for a term of five (5) consecutive years, from the
conclusion of that AGM until the conclusion of the 42nd AGM of the Company.

Subsequently, M/s S. R. Dhariwal & Co., Chartered Accountants (FRN: 102466W), tendered
their resignation on November 15, 2025, resulting in a casual vacancy in the office of Statutory
Auditors. To fill the said vacancy, the Board of Directors appointed M/s Rachna Patel & Co.,
Chartered Accountants (FRN: 141585W), as the Statutory Auditors of the Company to conduct
the Statutory Audit for the financial year ended March 31, 2025.

Further, M/s Rachna Patel & Co., Chartered Accountants (FRN: 141585W), resigned from the
office of Statutory Auditors on April 29, 2025, which again resulted in a casual vacancy. To fill
the said vacancy, the Board of Directors appointed M/s Rushabh Davda & Associates, Chartered
Accountants (FRN: 156559W), as the Statutory Auditors of the Company to conduct the
Statutory Audit for the financial year ended March 31, 2025.

M/s Rushabh Davda & Associates, Chartered Accountants, have submitted their Report on the
Financial Statements of the Company for the financial year ended March 31, 2025. The Auditorsâ
Report forms part of this Annual Report and does not contain any reservation, qualification, or
adverse remark. The observations of the Auditors, read together with the Notes to the Accounts,
are self-explanatory.

B) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HRU &
Associates, Practicing Company Secretaries, for conducting Secretarial Audit of the Company for
the FY ended on March 31, 2025.

Secretarial Audit Report issued by Mr. Hemanshu R. Upadhyay in Form MR-3 forms part to this
Report as âAnnexure- Aâ. The said report contains observation or qualification requiring
explanation or adverse remark.

The Management ensured to comply with all the provisions are compiled to the fullest extent.

A Secretarial Compliance Report for the FY ended March 31, 2025, on compliance of all
applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr.
Hemanshu R. Upadhyay, Practicing Company Secretary, and submitted to the stock exchange.

C) Cost Auditor:

Pursuant to section 148 (3) of the Companies Act, 2013 and Rule 6(2) of the Companies (Cost
records and Audit Rules) 2014, Dinesh Jain & Company, Cost Accountants, (Registration No.

100583) are appointed as the Cost Auditors of the Company to conduct audit of cost records
made and maintained by the Company for Financial year commencing on 1st April, 2024 and
ending on 31st March, 2025.

During the year under review, the audit process remains incomplete; therefore, the remarks for
the Financial Year 2024-25 have not yet been issued.

D) Reporting of Frauds:

There was no instance of fraud during the year under review, which required the Auditors to
report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed
thereunder.

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

The Company has adopted a Sexual Harassment Policy on prevention, prohibition, and Redressal of
sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The aim of the policy is to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Policy is available at the
Registered Office of the Company and is accessible to all the employees of the Company. The Company
has not received any complaints during the FY under review.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of
Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of
the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations,
are provided in a separate section forming part of this Report as âAnnexure Bâ.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial statements.
Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business
operations to independently validate the existing controls. Reports of the Internal Auditors are regularly
reviewed by the management and corrective action is initiated to strengthen the controls and enhance the
effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the
financial control system in the Company and strives to maintain the standards in the Internal Financial
Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
TRANSACTIONS:

All transactions entered with related parties as defined under the Act during the FY were in the ordinary
course of business and on an armâs length pricing basis and do not attract the provisions of Section 188 of
the Act. There were no materially significant transactions with the related parties during the FY which
were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required.
Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the
Financial Statements.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as
prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information
pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 relating to median employeeâs remuneration is
made available at the corporate office of the Company during working hours for a period of twenty-one
(21) days before the date of the meeting.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory Secretarial Standards.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to express its gratitude and record its sincere appreciation for the commitment and
dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to
express their grateful appreciation for the encouragement, cooperation and support received from all the
stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and
business associates. The Directors are thankful to the esteemed shareholders for their continued support
and the confidence reposed in the Company and its management.

For and on behalf of the Board

Supreme Engineering Limited,

Sd/-

Sanjay Chowdhri

Chairman and Managing Director
DIN:00095990

Date: October 31, 2025
Place: Navi Mumbai

Mar 31, 2024

Your directors are pleased to present the 37^th Annual Report of Supreme Engineering Limited (âthe Companyâ) together with the audited financial statements for the year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rs. In lakhs)

Particulars	FY 2023-24	FY 2022-2023
Total Income	2,543.41	1,884.87
Profit before tax	(824.31)	(10,198.85)
Profit /(Loss) after tax	(1,101.52)	(9,833.73)
Profit/(Loss) b/f from previous period	(3,348.92)	(6,484.81)
Prior period adjustment	--	--
Profit for Appropriation Sub Total (A)	(4,450.44)	(3,348.92)
Transfer to General Reserve	--	--
Transfer to Capital Redemption Reserve	--	--
Sub Total (B)	--	--
Balance carried to Balance sheet (A-B)	(4,450.44)	(3,348.92)

STATE OF THE COMPANYâS AFFAIRS:

During the year under review, the Company has earned on a standalone basis the total income for the Financial Year ended March 31, 2024 stood at Rs. 2,543.41/- Lakhs as against an income of Rs. 1,884.87/- Lakhs for the Financial Year ended March 31, 2023. The Company incurred a Loss before tax of Rs. 824.31/- Lakhs for the Financial Year ended March 31, 2024 as against a Loss before tax of Rs. 10,198.85/- for the Financial Year ended March 31, 2023. The Company reported a net Loss of Rs. 1101.52/- Lakhs for the Financial Year ended March 31, 2024 as against net profit of Rs. 9,833.73/- for the Financial Year ended March 31, 2023.

Your Directors are hopeful of better performance in the forthcoming year.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve. DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review and retain the profits of the Company for its future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your Company.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the business of the Company during the financial year ending March 31, 2024.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

The Company has no subsidiaries/joint venture/ associate for the Financial Year 2023-24.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e. March 31, 2024, and the date of this Boardâs Report i.e., August 28, 2024.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31, 2024 stood at Rs. 2499.50 Lakhs. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return has been uploaded on the Companyâs website on https://www.supremesteels.com/

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted in accordance with the requirements of the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

A) Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Articles of Association, Ms. Lalita Chowdhri (DIN 00096419), is liable to retire by rotation at the forthcoming AGM and being eligible offers herself for re-appointment.

The Board recommends the re-appointment of Ms. Lalita Chowdhri (DIN 00096419), for the consideration of the Members of the Company at the ensuing AGM. The relevant details, including profile of Ms. Lalita Chowdhri (DIN 00096419), is included separately in the Notice of AGM.

During the year under review, Mrs. Reema Ayaz Versey, tendered her resignation as a Director of the Company due to personal reasons with effect from October 30, 2023.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on October 30, 2023, appointed Ms. Priya Dilipbhai Shah (DIN: 07594589), as an Additional Director, on the Board of the Company in the category of Non-Executive & Independent Director to hold office for a term of 5 (five) consecutive years from October 30, 2023 to October 29, 2028. Her appointment is not liable to retire by rotation and was approved, and regularised as Independent Director by the shareholders in its EGM held on January 27, 2024.

As on the date of this Report, the Companyâs Board comprises of six ((6) Directors viz. 1 Non Executive-Non Independent Director, 2 Executive Directors and 3 Non-Executive Independent Directors including women Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.

B) Independent Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https://www.supremesteels.com/ .

Company operates, business model, etc. The details of familiarization programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at https://www.supremesteels.com/ .

C) Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder, the following are the Key Managerial Personnel of the Company:

- Mr. Sanjay Chowdhri, Managing Director

- Mr. Pranav Sanjay Chowdhri, CEO

- Mr. Sadashiv Sankappa Bangera, CFO

- *Ms. Varsha Dhandharia - Company Secretary

- Mr. Hemant Agarwal - Company Secretary - resigned on July 12, 2023

*During the financial year, Varsha Dhandharia was appointed as Company Secretary and Compliance Officer of the Company w.e.f 11.10.2023 and has resigned from the post of Company Secretary and Compliance Officer w.e.f. 22.04.2024.

D) Committees of the Board:

The Company has Three Board Committees as on March 31, 2024:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

E) Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company (âPolicyâ). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at https://www.supremesteels.com/ .

F) Whistle Blower Policy /Vigil Mechanism:

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct and provide adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Companyâs website at https://www.supremesteels.com/ .

G) Performance Evaluation:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria have been explained in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

H) Number of Meetings of the Board:

During the financial year ended March 31, 2024, 09 (Nine) Board Meetings were held i.e. on June 01, 2023, August 14, 2023, September 07, 2023, October 11, 2023, October 30, 2023 , November 10, 2023, January 05, 2024, February 13, 2024, March 29, 2024.

The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

I) Remuneration of Directors, Key Managerial Personnel and Senior Management:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Act, the Directors of the Company state and confirm that:

A. in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards had been followed and there are no material departures from the same.

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss 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.

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

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.

PARTICULARS OF LOANS, GUARANTEE, AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31, 2024, have been disclosed in the Notes to the Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

So, the Company is not required to conduct CSR activities.

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

Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on continues basis undertakes programs of conserving energy. The details of the same are as follows:

A. Conservation of energy

Steps taken/ impact on Conservation of energy, with special reference to the following:

(i) Steps taken by the Company for optimizing electrical consumption:

Steps taken by company for optimizing electrical consumption: Installation of capacitors for reduction of PF thereby saving electricity consumption.

(ii) Capital Investment on energy conversion equipmentâs - N.A.

B. Technology absorption:

1. Efforts in brief made towards technology absorption -N.A.

2. Benefits derived as a result of the above efforts, for e.g., products improvement, cost reduction, product development, import substitution, etc, - N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

C. Foreign exchange earnings and Outgo Foreign Exchange Earnings/ Outgo:

The details of Foreign Exchange Earnings and outgo are as follows:

Particulars	For the year ended 31st March, 2024	For the years ended 31st March 2023
Foreign Exchange Earnings - F.O.B value of exports	306.15	22.99
Foreign Exchange Outgo -Travelling Expenses	18.50	1.37

RISK MANAGEMENT:

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (âIBCâ):

During the year under review, an order for initiation of CIRP was duly pronounced by NCLT vide order no. C.P (IB)/920/MB/C-III/2022 dated January 11, 2024.

However, an application filed under 12A by OC through IRP, Mr. Umesh Balaram Sonkar, before constitution of COC, was accepted for withdrawal of CIRP by the National Company Law Tribunal (NCLT), Petition No. 920 of 2022 in view of the settlement agreement dated 31.01.2024 entered into between the Operational Creditor and the Corporate Debtor.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are no significant material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

AUDITORS:

A) Statutory Auditors & their Report:

S. R. Dhariwal & Co, Chartered Accountants, bearing (FRN: 102455W), were appointed as a Statutory Auditors of the Company, in the Extra-Ordinary General Meeting held on June 13, 2022 for the period of three financial year commencing from FY 2021-22 till FY 2023-24. S. R.

Dhariwal & Co, Chartered Accountants, being eligible, offer themselves for re-appointment for a period of 5 years i.e. from the conclusion of ensuing AGM until conclusion of AGM held in 2029-30

The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The qualification, reservation and adverse remarks are mentioned in the Auditorâs Report.

B) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HRU & Associates, Practicing Company Secretaries , for conducting Secretarial Audit of the Company for the FY ended on March 31, 2024.

Secretarial Audit Report issued by Mr. Hemanshu R. Upadhyay in Form MR-3 forms part to this Report as âAnnexure- Aâ. The Secretarial Auditor has qualified the Secretarial Audit Report dated August 28, 2024.

The Management ensured to comply with all the provisions are compiled to the fullest extent.

A Secretarial Compliance Report for the FY ended March 31, 2024, on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Hemanshu R. Upadhyay, Practicing Company Secretary, and submitted to the stock exchange.

C) Cost Auditor:

During the year under review, the audit process remains incomplete; therefore, the remarks for the Financial Year 2023-24 have not yet been finalized or issued.

D) Reporting of Frauds:

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

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

The Company has adopted a Sexual Harassment Policy on prevention, prohibition, and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy is available at the Registered Office of the Company and is accessible to all the employees of the Company. The Company has not received any complaints during the FY under review.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Report as âAnnexure Bâ.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Act during the FY were in the ordinary course of business and on an armâs length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employeeâs remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory Secretarial Standards.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board

Supreme Engineering Limited,

Sanjay Chowdhri

Chairman and Managing Director DIN: 00095990

Date: August 28, 2024 Place: Navi Mumbai

Mar 31, 2018

BOARD''S REPORT

SUPREME ENGINEERING LIMITED

(Formerly Known as: Supreme Engineering Private Limited Supreme Heatreaters Private Limited)

REGD. OFFICE: R-223 MIDC Complex, Thane Belapur Road, Rabale, Navi Mumbai - 400 701, Maharashtra (Wire Division) Supreme Special Steels (Special Steels Division) R.P.Chowdhri Marg, Village Vihari, Opp Khopoli Railway Station, Khopoli, Tal. Khalapur, District Raigad, Maharashtra-410203

Contact No.: 022-27648700 FAX: 022-27690341
EMAIL: [email protected] WEBSITE: www.supremesteels.com
CIN: U99999MH1987PLC043205

To,

The Members of

SUPREME ENGINEERING LIMITED

R-223, MIDC Complex,

Thane Belapur,

Rabale, Navi Mumbai - 400 701

Your Directors are pleased to present their Thirty First Board''s Report together with the Audited Financial statements for the year ended 31st March, 2018.

1. EXTRACT OF ANNUAL RETURN {SECTION 92(3)}

In Form MGT-9 enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS

The Board of Directors duly meet 20 times on 10.05.17, 17.07.17, 18.08.17,24.08.17, 01.09.17, 19.09.17, 26.09.17, 27.09.17, 16.10.17, 27.11.17, 15.12.17, 08.18.18, 18.01.18, 29.01.18, 01.02.18, 08.02.18, 19.02.18, 12.03.18, 29.03.18, 30.03.18.

3. DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Director''s here by confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period.

III. 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 the fraud and irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

V. The Directors, in case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised the proper system to ensure the compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR: (Section 134)

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in section 149(6) as well as under regulation 25 of (LODR) Regulation, 2015. There has been no change in the circumstances which may affect their status as Independent Director during the year.

5. COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee has laid down the criteria for Directors Appointment and Remuneration including criteria for determining qualification, positive attributes and Independence of Director. The following attribute/criteria for selection have been laid by the board on the recommendation of committee:

â¢ The candidate should possess the positive attributes such as leadership, entrepreneurship or such other attributes which in the opinion of the committee are in the interest of the Company.

â¢ The candidate should be free from any disqualification as provided under sections 164 and 167 of Companies Act, 2013

â¢ The candidate should meet the conditions of being independent as stipulated under the companies act, 2013

â¢ The appointment or re- appointment of a Director is made pursuant to an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required by the post.

â¢ The Executive and Whole-time Directors of the Company are paid remuneration as per their terms and conditions which are approved by the Board after taking into consideration the recommendations made by Nomination and Remuneration Committee.

6. AUDITORS

Statutory Auditor:

Bajaj & Goyanka, Chartered Accountants bearing FRN 019291C resigned from the post of Statutory Auditor vide Resignation letter 20th March, 2018. To fill the casual vacancy, H.L Saini & Co., Chartered Accountants, bearing FRN- 136961W were appointed as Statutory Auditor vide Extra-ordinary General Meeting ("EGM") dated 24th April, 2018 to hold the office from conclusion of EGM till the conclusion of this 31st Annual general Meeting to conduct Statutory Audit for the F.Y. 2017-18.

As the Statutory Auditor H.L Saini & Co. are going to retire, pursuant to recommendation of Audit Committee, the Board proposed to appoint R.T. Jain & Co. LLP, Chartered Accountants bearing FRN: 103961W/W100182 whose consent and eligibility certificate was placed before the board subject to approval of members in this Annual General Meeting.

The Notes on financial statement referred to in the Auditors7 Report are self-explanatory and do not call for any further comments. The qualification, reservation and adverse remarks are mentioned in the Auditor''s Report.

Cost Auditors:

Pursuant to section 148 (3) of the Companies Act, 2013 and Rule 6(2) of the Companies (Cost records and Audit Rules) 2014, Dinesh Jain & Company, Cost Accountants, (Registration No. 100583) are appointed as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company for Financial year commencing on 1st April, 2018 and ending on 31st March, 2019 at a remuneration of Rs. 50,000 (Rupees Fifty Thousand only) p.a. plus Service Tax & re-imbursement of out-of- pocket expenses that may be incurred subject to ratification by the members of the Company at the ensuing General Meeting of the Company.

7. LOAN, GUARANTEE AND INVESTMENT BY COMPANY: (SECTION 186)

The Company has not given any Loan or Guarantee or security or made any investment during the financial year.

8. RELATED PARTIES TRANSACTION

During the year under review, all the related party transactions were in the ordinary course of the business and on arm''s length basis. Those transactions were placed before the Audit committee of Directors for prior approval in the form of omnibus approval.

Related party transactions under Accounting Standard - 18 are disclosed in the notes to the financial statement and also mentioned in Annexure Form AOC-2 pursuant to clause (h) of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules, 2014, attached as ANNEXURE-II, to this report.

9. FINANCIAL RESULTS:

		Amt. in lacs
Particulars	Current F.Y. 17-18	Previous F.Y. 16-17
Revenue from operation	15174.47	12039.83
Other Income	55.07	47.65
Total Revenue	1522.95	1208.75
Profit before Finance Cost, Depreciation, Extraordinary items & Taxes	1782.57	1220.77
Less: Finance Cost	910.57	768.09
Less: Depreciation & Amortization Expenses	151.11	195.94
Profit/ Loss Before Prior Period Items and Taxes	0.00	0.00
Exceptional and Extra Ordinary Items	0.00	0.00
Profit/ Loss Before Tax (PBT)	720.89	256.74
Less: Provision for Tax	215.81	35.85
Less: Deferred Tax	4.54	-21.38
Profit/ Loss After Tax	500.53	242.27
Profit available for appropriation	500.53	242.27
Balance Carried to Balance Sheet	500.53	242.27

10. RESERVES:

The Company proposes to carry Rs. 500.53 Lakhs to the Reserves from Net Profits of Rs. 500.53. All the requirement as laid down in Companies Act, 2013 and rules made their under are complied with.

11. DIVIDEND:

In view of the need to conserve the resources of the Company, the Directors do not recommend dividend for this year.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY AS ON DATE OF BALANCESHEET:

1. The Shareholders approved the following resolutions in Extra- ordinary general Meetings dated 15th September, 2018:

â¢ Sub division of shares of Face value of Rs. 100/- into 10/- each in the authorized, issued, subscribed and paid-up capital of the Company.

â¢ Alteration of Capital clause of Memorandum of Association of the Company.

â¢ Increase in Authorized Capital from existing Rs. 3,00,00,000 to Rs. 25,10,00,000 of the Company.

â¢ Alteration of Capital clause of Memorandum of Association of the Company.

2. The Shareholders approved the following resolutions in Extra- ordinary general Meetings dated 18th September, 2018:

â¢ Reclassification of the existing Authorized Share Capital of the Company of Rs. 25,10,00,000 divided into 2,41,00,000 Equity Shares of Rs. 10 each & 10,00,000 Preference shares of Rs. 10 each, into Rs. 25,10,00,000, divided into 2,51,00,000 Equity Shares of Rs. 10/- each.

â¢ Issue of shares arising on conversion of preference shares into equity shares amounting to Rs. 1,00,00,000/- (Rupees One Crore only) at a rate of Rs. 10/- (Rupees Ten only) and allot 10,00,000 (Ten Lakhs) equity shares.

3. The Board approved the following resolutions in Board Meeting dated 19th September, 2018:

â¢ Allotment of 10,00,000 equity shares pursuant to conversion of preference shares into equity shares resulting in increase in paid up capital from existing Rs. 2,00,00,000 to Rs. 3,00,00,000 and the issued preference capital of the Company be reduced from existing Rs. 1,00,00,000 to Nil.

4. The Shareholders approved the following resolutions in Extra- ordinary general Meetings dated 25th September, 2018:

â¢ Issuance of bonus shares in the proportion of 3 (Three) Bonus Share of Rs. 10/- (Rupees Ten only) each for every existing 1 (One) fully paid-up Ordinary Shares of Rs. 10/- (Rupees Ten only) a sum not exceeding 9 crores.

5. The Board approved the following resolutions in Board Meeting dated 26th September, 2018:

â¢ Allotment of 90,00,000 equity shares pursuant to issuance of bonus shares resulting in increase in paid up capital from existing Rs. 3,00,00,000 to Rs. 12,00,00,000.

â¢ Allotment of 60,00,000 equity shares pursuant to issuance of right shares resulting in increase in paid up capital from existing Rs. 12,00,00,000 to Rs. 18,00,00,000.

6. The Board approved the following resolutions in Board Meeting dated 01st February, 2018:

â¢ Allotment of 2,19,000 Equity Shares of Rs. 39 each On Preferential Basis on Conversion of Unsecured Loans Into Equity Shares (including premium of Rs. 29 each) resulting in increase in paid up capital from existing Rs. 18,00,00,000 to Rs. 18,21,90,000.

â¢ Allotment of 2,00,000 Equity Shares of Rs. 39 each On Preferential Basis (including premium of Rs. 29 each) resulting in increase in paid up capital from existing Rs. 18,21,90,000 to Rs. 18,41,90,000.

â¢ The Board approved public Issue offer and allotment of Equity Shares not exceeding 65,55,000 equity shares subject to the approval of the members of the Company to the issue at such price as may be determined in any mode whether fixed or through Book-Building mechanism.

7. The Shareholders approved the following resolutions in Extra- ordinary general Meetings dated 05th February, 2018:

â¢ The Shareholders approved public Issue offer and allotment of Equity Shares not exceeding 65,55,000 of Rs. 10 each to the issue at such price as may be determined in any mode whether fixed or through Book-Building mechanism.

8. The Board approved the following resolution in Board meeting dated 19th February, 2018:

â¢ Draft Red Herring Prospectus offering 65,79,000 equity shares was filed on 19th February, 2018 with NSE Emerge for which NSE In principle approval was received vide letter dated 16th March, 2018 which was withdrawn. As per SEBI (ICDR) Regulations, 2009, the audited financials should not be more than six months old from the issue opening date, so we had to re file the Draft Red Herring Prospectus ("DRHP") with Stock Exchange ("NSE") with the Audited Financials for the year ended on 31st March, 2018.

9. The Board approved the following resolution in Board Meeting dated 30th March, 2018:

â¢ The Board of Directors passed and approved resolution dated March 30, 2018 for public issue of up to 65,79,000 equity shares of the Company subject to shareholders'' approval.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

1. The Shareholders approved the following resolutions in Extra- ordinary general Meetings dated 24th April, 2018:

â¢ The Shareholders'' approved resolution for public issue of up to 65,79,000 equity shares of Rs. 10 each of the Company.

â¢ To fill the casual vacancy caused by Bajaj & Goyanka, Chartered Accountants, H.L. Saini & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to conduct Audit for the Financial Year 2017-18.

2. The Board approved the following resolution in Board Meeting dated 04th May, 2018:

â¢ Appointment of Mr. Gopal Mishra as Chief Financial Officer of the Company.

3. The Board approved the following resolution in Board Meeting dated 31st May, 2018:

â¢ As Draft Red Herring Prospectus dated 19th February, 2018 filed with NSE Emerge for which NSE In principle approval was received vide letter dated 16th March, 2018 was withdrawn due to change in Audited Financials. As per SEBI (ICDR) Regulations, 2009, the audited financials should not be more than six months old from the issue opening date, so the

Board re-filed the Draft Red Herring Prospectus ("DRHP") dated 31st May, 2018 offering 65,79,000 equity shares with Stock Exchange ("NSE") with the Audited Financials for the year ended on 31st March, 2018.

The Draft Red Herring Prospectus ("DRHP") dated 31st May, 2018 was approved by the Stock Exchange ("NSE") by in-principle approval letter dated July 13, 2018. Further, the Company then filed the Red Herring Prospectus ("RHP") dated July 16, 2018 filed with the Registrar of Companies, Mumbai, Maharashtra along with all other material documents and contracts, whose receipt was acknowledged and taken on record by the Registrar of Companies, Mumbai, Maharashtra on July 18, 2018.

4. The Board approved the resolution in Board Meeting dated 01st August, 2018 and the Company a as follows:

Company approved the resolution in Extra-ordinary General Meeting dated 06th August, 2018

â¢ Due to the revision in the issue structure, the Board of Directors of the Company, on the recommendation of NSE and in consultation with the Book Running Lead Manager (" BRLM"), the Board passed and approved Initial public offering through a fresh issue of equity shares not exceeding 65,80,000 and an offer for sale, upto 8,000 Equity shares, by existing shareholder through book built issue subject to approval of Members.

The Shareholders approved Initial public offering through a fresh issue of equity shares not exceeding 65,80,000 and an offer for sale, upto 8,000 Equity shares, by existing shareholder through book built issue.

5. The Board approved the following resolution in Board Meeting dated 07th August, 2018:

â¢ In supersession to all previous passed resolutions in respect to Draft Red Herring Prospectus, subject to the approval of the Stock Exchange, the Draft Red Herring Prospectus (DRHP) dated 07th August, 2018 offering fresh issue of 65,76,000 equity shares and offer for sale of 8,000 equity shares by existing shareholder was approved and filed by Board with the Stock Exchange ("NSE Emerge").

The Draft Red Herring Prospectus ("DRHP") dated 07th August, 2018 was approved by the Stock Exchange ("NSE") by in-principle approval letter dated August 10, 2018. Further, the Red Herring Prospectus ("RHP") dated August 11, 2018 was filed with the Registrar of Companies, Mumbai, Maharashtra along with all other material documents and contracts, whose receipt was acknowledged and taken on record by the Registrar of Companies, Mumbai, Maharashtra on August 14, 2018.

6. The Board approved the following resolution in Board Meeting dated 30th August, 2018:

â¢ The Final Prospectus dated 30th August, 2018 offering fresh issue of 65,76,000 equity shares and offer for sale of 8,000 equity shares by existing shareholder at cash at price of Rs. 27 was filed with the Registrar of Companies, Mumbai, Maharashtra along with all other supporting documents.

â¢ Appointment of Cost Auditor for the Financial Year 2018-19.

â¢ Appointment of Statutory Auditor R.T. Jain & Co. LLP, Chartered Accountants of the Company.

14.CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy:

Steps taken/ impact on Conservation of energy, with special reference to the following:

(i) Steps taken by the Company for utilizing alternate sources of energy including waste generated - The Special Steels division at Khopoli has taken steps to install Induction heating furnace to replace part production done by Gas fired furnace. The advantages are as follows:

1. Lower pollution as electric/induction heating causes no pollution

2. Higher efficiency as the electric furnace uses only the power required to heat the required job, whereas the gas furnace requires the full furnace to be fired thereby causing waste of fuel

3. Lower cost

(ii) Capital Investment on energy conversion equipment''s - N.A. (B) Technology Absorption:

1. Efforts in brief made towards technology absorption - Technology installed - Additional electro-slag re-melting furnace

2. Benefits derived as a result of the above efforts, for e.g., products improvement, cost reduction, product development, import substitution, etc, - Increase of production capacity for critical alloys

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

PARTICULARS	AMOUNT (Rs. In lacs)
Foreign Exchange earned in terms of actual Inflows during the year	399.00
Foreign Exchange outgo during the year in terms of actual Outflows	82.76

15. RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and man power for the purpose of Risk Management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Profit after Tax for the F.Y. 2017-18 is more than 5 Crores, the Provisions of Section 135 Corporate Social Responsibility and Companies (Corporate Social Responsibility Policy) Rules, 2014 is applicable to the Company w.e.f F.Y. 2018-2019.

The Company has formulated Corporate Social Responsibility (CSR) Policy and the initiatives to be undertaken by the Company on CSR activities in the coming Financial Year 18-19 are yet to be decided. It is in the process of identifying suitable areas for spending expenditure pertaining to Corporate Social Responsibility.

17. FORMAL ANNUAL EVALUATION:

The formal annual evaluation of Directors is made depending upon Companies Evaluation Policy.

18. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 no disclosures are required to be made.

19. REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT {SECTION 131(1) S}

The Company has not made any modification or alteration in its Financial Statement / Board Report in respect of last Four Years.

20. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

In accordance with the requirements of Companies Act, 2013 Mr. Abhinav Chowdhri, Executive Director of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offers himself for re-appointment. The Directors recommended his appointment.

During the year, following were the changes in Directors and Key Managerial Personnel (KMPs):

Sr. No.	Name of Directors / KMPs	Designation	Date of Change	Reason
1.	Mr. Pranav Chowdhri	CEO	December 1st, 2017	Appointment
2.	Mr. Prakash Deshmukh	Independent Director	December 7th, 2018	Appointment
3.	Mr. Vikas Agarwal	CFO	December 1st, 2017	Appointment
4.	Mrs. Lalita Chowdhri	Non-Executive Director	December 1st, 2017	Re-designation
5.	Mr. Abhinav Chowdhri	Executive Director	December 1st, 2017	Appointment
6.	Mrs. KrupaliThakkar	Company Secretary and Compliance Officer	January 8th, 2018	Appointment
7.	Mr. Jayaraman Kannan	Independent Director	January 17th, 2018	Appointment
8.	Mr. Vikas Agarwal	CFO	March 27, 2018	Resignation
9.	Mr. Gopal Mishra	CFO	May 04th, 2018	Appointment

21. DETAILS OF COMMITTEES:

The Board has formulated following committees for compliance with corporate governance requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

22. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

No Managing Director or Whole- Time Director of the Company was in receipt of any remuneration or commission from the Company''s Holding or Subsidiary companies during the financial year.

23. PERFORMANCE AND FIANANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

There are no Subsidiaries, Associates and Joint Venture of the Company.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the chairman of the committee.

27. PARTICULAR OF EMPLOYEES

There are no employees during the year under review, whose particulars are required to be given pursuant to section 197 of Companies Act, 2013 read with Rule 5 (2) (i), (ii) and (iii) of Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014).

28. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met Twenty Times (20) in the Board Meeting held during the F.Y. 2017-18

Name of Director	Category / Designation of Director	Number of Meeting Attended
Mr. Sanjay Chowdhri	Managing Director	20/20
Mrs. Lalita Chowdhri	Chairperson and Non-Executive Independent Director	20/20
Mr. Abhinav Chowdhri	Executive Director	9/20
Mr. Prakash Deshmukh	Non-Executive Independent Director	2/20
Mr. Jayaraman Kannan	Non-Executive Independent Director	4/20

29. AUDIT COMMITTEE:

The Audit Committee comprises of three directors out of which majority directors are Independent Directors namely Mr. Prakash Deshmukh, Chairman, Mrs. Lalita Chowdhri, Member and Mr. Jayaraman Kannan, Member. The Audit Committee was formed on 01st February, 2018.

30. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three directors all of whom are Non-Executive Independent Directors namely, Jayaraman Kannan, Chairman, Mrs. Lalita Chowdhri, Member and Mr. Prakash Deshmukh, Member. The Nomination and Remuneration Committee was formed on 01st February, 2018.

31. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three directors majority of whom are Non-Executive Independent Directors namely Mrs. Lalita Chowdhri, Chairperson, Jayaraman Kannan, Member and Mr. Prakash Deshmukh, Member. The Stakeholders Relationship Committee was formed on 01st February, 2018.

32. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee was constituted by our Directors pursuant to Section 135 of Companies Act, 2013 of the Companies Act Read with Companies (Corporate Social Responsibility) Rules, 2014 (including any amendment thereto or re-enactment thereof), by a board resolution dated April 26, 2018. The Corporate Social Responsibility Committee comprises of Mr. Abhinav Chowdhri, Chairman, Mr. Sanjay Chowdhri, Member and Mr. Prakash Deshmukh, Member.

33. ANNUAL GENERAL MEETINGS:

Details of last three AGM of Company''s are as under:

Sr. No.	AGM No.	Date	Place
1.	Twenty Eight	29th September, 2015	Registered Office: Rabale, Navi Mumbai
2.	Twenty Ninth	30th September, 2016	Registered Office: Rabale, Navi Mumbai
3.	Thirtieth	30th September, 2017	Registered Office: Rabale, Navi Mumbai

34. ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledges the assistance and co-operation received from the Bank of India and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

By order of the Board
For Supreme Engineering Limited
Sanjay Chowdhri	Abhinav Chowdhri
Managing Director	Executive Director
00095990 Place: Navi Mumbai	07121484
Date: 30th August, 2018

Annexure-l to Board''s Report EXTRACT OF ANNUAL RETURN As on financial year ended 31.03.2018

[Pursuant to Section 92(3) of the Companies act, 2013 read with [The Companies (Management and Administration) Rules, 2014]

FORM NO. MGT-9

A. REGISTRATION AND OTHER DETAILS:
CIN:-	U99999MH1987PLC043205
Registration Date:	21.04.1987
Name of the Company:	Supreme Engineering Limited
Category / Sub-Category of the Company	Public Company Limited By Shares Non-Government Company
Address of the Registered office and contact details:	R-223, MIDC Complex, Thane Belapur Road, Rabale, Navi Mumbai -400 701 (T): 022- 27648700/27692232
Whether listed company	No
Name, Address and Contact details of Registrar and Transfer Agent, if any	Big share Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East, Mumbai - 400 059 (T)- 022-62638200

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No

Name and Description of main products /services

NIC Code of the Product/ service % to total turnover of the company

% to total turnover of the company

(For Wire Division- Rabale)

Manufacture of wire of steel by cold drawing or stretching. Manufacture of hot-rolled and cold-rolled products of steel. Manufacture of ferro-alloys.

24108

24105

90%

For Special Steel Division- Khopoli)

(Manufacture of steel in ingots or other primary forms, and other semi finished products of steel

24103

90%

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No	Name and address of the company	CIN/GLN	Holding/Subsidiary/ Associate	% of shares held
A	N.A	N.A.	N.A.	N.A.

D. SHARE HOLDING PATTERN

i) Category-wise Share Holding

Categor y of Shareh olders

No. of Shares held at the beginning of the year 01-04-2017

No. of Shares held at the end of the year 31-03-2018

% Chang e durin g the year

Demat

Physical

Total

% of Total Share s

Demat

Physical

Total

% of Total Shares

A. PROMOTER''S

(1) INDIAN
(a) Individ ual	0	2,00,000	2,00,000	100	1,76,80,000	0	1,76,80,000	95.99	98.86
(b) Central Govt.	0	0	0			0			0
(c) State Govt(s)	0	0	0			0			0
(d) Bodies Corp.	0	0	0			0			0
(e) FUNS / BANKS.	0	0	0			0			0
(f) Any Other	0	0	0			0			0

Subtotal (A)(l):-	0	2,00,000	2,00,000	100	1,76,80,000	0	1,76,80,000	95.99	98.86

(2) FOREIGN
(a) Individ ual NRI / For Ind	0	0	0	0	0	0	0	0	0
(b) Other Individ ual	0	0	0	0	0	0	0	0	0
(c) Bodies Corpor ate	0	0	0	0	0	0	0	0	0
(d) Banks / Fll	0	0	0	0	0	0	0	0	0
(e) Qualifi ed Foreign Investo r	0	0	0	0	0	0	0	0	0

(f) Any Other Specify	0	0	0	0	0		0	0		0 0

Subtotal (A) (2):-	0	0	0	0	0		0	0		0 0

Total shareh olding of Promot er (A) = (A)(l) ( A)(2)	0	2,00,000	2,00,000	100	1,76,80,000		0	1,76,80,000		95.99 98.86

(B) (1) PUBLIC SHAREHOLDING
(a) Mutual Funds	0	0	0	0		0	0		0	0	0
(b) Banks / Fl	0	0	0	0		0	0		0	0	0
(c) Central Govt.	0	0	0	0		0	0		0	0	0
(d) State Govt.	0	0	0	0		0	0		0	0	0
(e) Ventur e Capital Funds	0	0	0	0		0	0		0	0	0
(f) Insuran ce Compa nies	0	0	0	0		0	0		0	0	0
(g) FMs	0	0	0	0		0	0		0	0	0
(h) Foreign Ventur e Capital Funds	0	0	0	0		0	0		0	0	0
(i) Others (specif Y)	0	0	0	0		0	0		0	0	0

Sub-total (B)(l):-	0	0	0	0		0	0		0	0	0

2. Non-Institutions

(a) BODIES CORP.
(0 Indian	0	0	0	0	0	0	0	0	0
(ii) Overse as	0	0	0	0	0	0	0	0	0

(b) Individuals

(i) Individ ual shareh olders holding nomina 1 share capital up to Rs. 1 lakh	0	0	0	0	4,89,000	0	0	2.65	2.65
(ii) Individ ual shareh olders holding nomina 1 share capital in excess of Rs.l lakh	0	0	0	0	2,50,000	0	0	1.36	1.36

Non Reside nt Indians	0	0	0	0	0	0	0	0	0
Overse as Corpor ate Bodies	0	0	0	0	0	0	0	0	0
Foreign Nation als	0	0	0	0	0	0	0	0	0
Clearin g Membe rs	0	0	0	0	0	0	0	0	0
Trusts	0	0	0	0	0	0	0	0	0

Foreign Bodies -DR	0	0	0	0	0	0	0	0	0

Subtotal (B)(2):-	0	0	0	0	7,39,000	0	0	4.01	4.01

Total Public Shareh olding (B)=(B)( 1) (B)(2)	0	0	0	0	7,39,000	0	0	4.01	4.01

C.Shares held by Custodi an for GDRs& ADRs	0	0	0	0	0	0	0	0	0

Grand Total (A B C)	0	0	2,00,000	100	0	1,84,19,000	0	100	0

Company: Supreme Engineering Limited from 01-04-2017 to 31-03-2018

Shareholding of Promoters MGT-9 Report

Sr No	Shareholder''s Name	Shareholding at the beginning of the year			Share Holding at the end of the Year
		No. of Shares	% of total Shar es of the comp any	% of share s Pledg ed/e ncum bered to total share s	No. of Shares	% of total Share s of the comp any	% of share s Pledg ed/en cumb ered to total share s	% change in share holding during the year
	Equity Shares
1	SANJAY	108000	54	0	6659500	36.16	0	28.84
	CHOWDHRI
2	LALITA	20000	10	0	1720000	9.39	0	0.61
	CHOWDHRI
3	SANJAY	28000	14	0	6440000	34.96	0	20.96
	CHOWDHRI
	(HUF)

		156000				14819500
Change in Promoter''s Shareholding (Please specify, if there is change)
Sr. No	Shareholder''s Name	Shareholding at the Beginning of the Year			Shareholding at the end of the Year
		No. of Shares at the begin ning /end of the Year	% of the Sha res of the Company	Date	Increasi ng/Decr easing in shareho Iding	Reason	No. of shares	% of total Share s of the comp any
1	SANJAY CHOWDHRI	108000	54	01.04.17
				15.09.17	-	Sub division	10,80,0 00	54
				25.09.17	32,40,000	Bonus	43,20,0 00	36
				26.09.17	27,30,000	Right issue	70,50,0 00	39.17
				27.09.17	-85,500	Transfer	69,64,5 00	38.69
				15.12.17	-45,000	Transfer	69,19,5 00	38.44
				29.01.18	-60,000	Transfer	68,95,5 00	38.31
				08.02.18	-2,00,000	Transfer	66,59,5 00	36.16
	-Closing Balance			31.03.18			66,59,500	36.16
2	LALITA CHOWDHRI	20000	10	01.04.17
				15.09.17	-	Sub division	2,00,000	10
				18.09.17	1,50,000	Conv. Of Pref. into equity	3,50,000	35
				25.09.17	10,50,000	Bonus	14,00,000	11.67
				26.09.17	3,20,000	Right Issue	17,20,000	9.56
	-Closing Balance			31.03.18			17,20,000	9.39

3	SANJAY CHOWDHRI HUF	28000	14	01.04.17
				15.09.17	-	Sub division	2,80,00 0	14
				18.09.17	7,50,000	Conv. Of Pref. into equity	10,30,0 00	34.33

				25.09.17	30,90,000	Bonus	41,20,0 00	34.33
				26.09.17	23,20,000	Right Issue	64,40,0 00	35.77
	-Closing Balance			31.03.18			64,40,0 00	34.96

4	RATAN CHOWDHRI	9000	4.5	01.04.17
				15.09.17	-	Sub division	90,000	4.5
				25.09.17	2,70,000	Bonus	3,60,00 0	2.00
	-Closing Balance			31.03.18			3,60,00 0	1.95

5	SUMITRA CHOWDHRI	10,00 0	5.0 0	01.04.17
				15.09.17	1,00,000	Sub division	1,00,00 0	5.00
				25.09.17	3,00,000	Bonus	4,00,00 0	3.33
	-Closing Balance			31.03.18			3000	2.17
Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. No	Name	No. of Shares at the begin ning /end of the Year	% of the Shares of the Company	Date	Increasi ng/Decr easing in shareho Iding	Reason	No. of shares	% of total Share s of the comp any
1	SANJAY CHOWDHRI	108000	54	01.04.17
				15.09.17	-	Sub division	10,80,000	54
				25.09.17	32,40,000	Bonus	43,20,000	36
				26.09.17	27,30,000	Right issue	70,50,000	39.17
				27.09.17	-85,500	Transfer	69,64,500	38.69
				15.12.17	-45,000	Transfer	69,19,500	38.44
				29.01.18	-60,000	Transfer	68,95,500	38.31
				08.02.18	-2,00,000	Transfer	66,59,500	36.16
	-Closing Balance			31.03.18			66,59,500	36.16

2	SANJAY CHOWDHRI HUF	28000	14. 00	01.04.17
				15.09.17	-	Sub	2,80,000	14

						division
				18.09.17	7,50,000	Conv. Of Pref. into equity	10,30,000	34.33
				25.09.17	30,90,000	Bonus	41,20,000	34.33
				26.09.17	23,20,000	Right Issue	64,40,000	35.77
	-Closing Balance			31.03.18			64,40,000	34.96
3	LALITACHOWDHRI	20,000	10. 00	01.04.17
				15.09.17	-	Sub division	2,00,000	10
				18.09.17	1,50,000	Conv. Of Pref. into equity	3,50,000	35
				25.09.17	10,50,000	Bonus	14,00,000	11.67
				26.09.17	3,20,000	Right Issue	17,20,000	9.56
	-Closing Balance			31.03.18			17,20,000	9.39
4	ABHINAV CHOWDHRI	10,000	5.0 0	01.04.17
				15.09.17	-	Sub division	1,00,00 0	5.00
				25.09.17	3,00,000	Bonus	4,00,00 0	3.33
				26.09.17	2,20,000	Right Issue	6,20,00 0	3.44
				27.09.17	1,30,000	Transfe r	7,50,00 0	4.17
	-Closing Balance			31.03.18			7,50,00 0	4.07

5	PRANAV CHOWDHRI	10,000	5.00	01.04.17
				15.09.17	-	Sub division	1,00,00 0	5.00
				25.09.17	3,00,000	Bonus	4,00,00 0	3.33
				26.09.17	10,000	Right Issue	4,10,00 0	2.78
				27.09.17	2,70,000	Transfe r	6,80,00 0	3.78
	-Closing Balance			31.03.18			6,80,000	3.69

6	RATAN CHOWDHRI HUF	5,000	2.50	15.09.17	-	Sub division	50,000	2.50
				18.09.17	1,00,000	Conv. Of pref. into equity	1,50,000	5.00

					25.09.17	4,50,000	Bonus	6,00,000		3.33
	-Closing Balance				31.03.18			6,00,000		3.26
7	SUMITRA CHOWDHRI		10,000	5.00	01.04.17
					15.09.17	-	Sub division	1,00,000		5.00
					25.09.17	3,00,000	Bonus	4,00,00 0		3.33
	-Closing Balance				31.03.18			3000		2.17
8	RATAN CHOWDHRI		9,000	4.5	01.04.17
					15.09.17	-	Sub division	90,000		4.5
					25.09.17	2,70,000	Bonus	3,60,000		2.00
	-Closing Balance				31.03.18			3,60,000		1.95

9	UTSAV SHRIVASTAV		0	0	01.04.17
					02.02.18	50,000	Allotment	50,000		0.27
					08.02.18	2,00,000	Transfer	2,50,000		1.36
	-Closing Balance				31.03.18			2,50,000		1.36

10	LALITKUMAR AGRAWAL		0	0	01.04.17
					01.02.18	1,00,000	Allotment	1,00,000		0.53
	-Closing Balance				31.03.18			1,00,000		0.53
Shareholding of Directors and Key Managerial Personnel:
		Shareholding at the beginning of the year				Cumulative Shareholding at the end of the year
Sr. No	Name	No. of Shares at the beginni ng of the year		% of the Shares of the Company	Date	Increasi ng/Decr easing in sShareh olding	Reason		No. Of shares at the end of the year	% of total Share s of the comp any
1.	Mr. Sanjay Chowdhri	1,08,000		54	01.04.17	65,51,500	Sub division, Bonus, Right Issue, transfer		66,59, 500	36.16
2.	Mr. Abhinav Chowdhri	10,000		5.0 0	01.04.17	7,40,000	Sub division, Bonus, Right		7,50,0 00	16.74 9

3.	Mr. Pranav Chowdhri	10,000	5.0 0	01.04.17	6,70,000	Issue, transfer Sub division, Bonus, Right Issue, transfer	6,80,0 00	3.69
4.	Mr. Vikas Agarwal	0	0	01.04.17	15,000	Transfer	15,000	0.081

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director. Whole-time Directors and/or Manager:

Sr. no	Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount
		Mr. Sanjay Chowdhri-Managing Director	Mr. Abhinav Chowdhri-Executive Director
1	Gross salary	23,10,000	4,50,000	27,60,000
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	0	0	0
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	0	0	0
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	0	0	0
2	Stock Option	0	0	0
3	Sweat Equity	0	0	0
4	Commission	0	0	0
	- as % of profit	0	0	0
	- Others, specify...	0	0	0
5	Others, please specify
	Total (A)	23,10,000	4,50,000	27,60,000
	Ceiling as per the Act	Rs. 84,00,000/- as per Schedule V to the Companies Act, 2013	Not exceeding 10% of net profits calculated as per Companies Act, 2013

B. Remuneration to other directors:

Particulars of Remuneration	Name of Directors/Manager	Total Amount
1. Independent Directors
â¢Fee for attending board / committee meetings	Mr. Prakash Deshmukh Mr. Jayaraman Kannan	9000 18000
â¢ Commission	-
â¢ Others, please specify	-

Total (1)	-	27000
2. Other Non-Executive Directors
â¢Fee for attending board / committee meetings	-	0
â¢ Commission	-	0
â¢ Others, please specify	-	0
Total (2)	-	0
Total (B)=(l 2)	-
Total Managerial Remuneration	-	27000
Overall Ceiling as per the Act	As Company has not paid commission to Non-executive Director thus the ceiling limit of 1% is not applicable. Sitting fees paid is within the limits of Rs.1,00,000 per meeting per director for attending meeting of the Board and Committee.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr	Particulars of Remuneration	Key Managerial Personnel
No		CEO-Pranav Chowdhri	Company Secretary-Mrs. Krupali Thakkar	CFO-Mr. Vikas Agarwal	Total
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	4,50,000	87,661	5,50,000	10,87,661
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	Â© Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-	-
2	Stock Option	-	-	-	-
3	Sweat Equity
4	Commission as % of profit - others, specify
	Others, please specify	-	-	-	-
	Total	4,50,000	87,661	5,50,000	10,87,661

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Sect ion of the Com pani es Act	Brief Descripti on	Details of Penalty/ Punishment / Compounding fees imposed	Authority [RD / NCLT/ COURT]	Authority [RD / NCLT/ COURT]
A. COMPANY
Penalty	NIL	NIL	NIL	NIL	NIL

Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL
B. DIRECTORS
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL
C. OTHER OFFICERS IN DEFAULT
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL

By order of the Board
For Supreme Engineering Limited
SanjayChowdhri	Abhinav Chowdhri
Managing Director	Executive Director
00095990	07121484
Place: Navi Mumbai
Date: 30th August, 2018

ANNEXURE- II Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm''s length basis - Not applicable

2. Details of material contracts or arrangements or transactions at arm''s length basis

Sr. No.	Name of the related party	Nature of relationship	Nature of contracts/ arrangem ents/tran sactions	Duratio n of contract s/ arrange ments/t ransacti ons	Terms of contracts/ arrangem ents/trans actions	Value of contracts/ arrangeme nts/transac tions (Rs.)	Date of approval by the board/Au dit committe e
1	Economic Forge Pvt. Ltd.	Associate Company	Job Work Purchase & Purchase of Goods	Yearly	Prevailing market price	2,249,123	30.03.18
2.	Economic Forge Pvt. Ltd.	Associate Company	Job Work Purchase & Purchase of Goods	Yearly	Prevailing market price	1,07,014,74	30.03.18
3.	ASC Engineers Pvt. Ltd.	Associate Company	Purchase	Yearly	Prevailing market price	7,53,822	30.03.18

By order of the Board
For Supreme Engineering Limited
Sanjay Chowdhri	Abhinav Chowdhri
Managing Director	Executive Director
00095990	07121484
Place: Navi Mumbai
Date: 30th August, 2018

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