Preliminary Placement Document

Subject to Completion

Not for Circulation

Serial Number:_____

Strictly Confidential

SUPREME INFRASTRUCTURE INDIA LIMITED (Supreme Infrastructure India Limited (the “Company”) was incorporated on April 8, 1983, in the Republic of India with limited liability having Corporate Identification Number

L74999MH1983PLC029752 under the Indian Companies Act, 1956. The registered and corporate office of the Company is located at Supreme House, Plot No 94/C, Pratap Gadh, Opp IIT Main

Gate, Powai, Mumbai—400 076

Telephone No.: +91 22 6128 9700; Fascimile No.: +91 22 6128 9711; Website: www.supremeinfra.com

The Company is issuing up to [●] equity shares of face value of ₹ 10 each (the “Equity Shares”) at a price of ₹ [●] per Equity Share (the “Issue Price”), including a premium of ₹ [●] per

Equity Share, aggregating upto ₹ [●] million (the “Issue”).

The Equity Shares are listed on BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE” and together with the BSE, referred to as the “Stock Exchanges”).

The closing price of the outstanding Equity Shares on the BSE and the NSE on January 19, 2015 was ₹ 268.15 and ₹ 269.00 per Equity Share, respectively. In-principle approvals under

Clause 24(a) of the Listing Agreement for listing of the Equity Shares have been received from both the BSE and the NSE on January 20, 2015. Applications to the Stock Exchanges will be

made for obtaining final listing and trading approvals for the Equity Shares offered through this Preliminary Placement Document. The Stock Exchanges assume no responsibility for the

correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be taken as an indication of

the merits of our business or of the Equity Shares.

THE COMPANY HAS PREPARED THIS PRELIMINARY PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE

PROPOSED ISSUE.

A copy of this Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as hereinafter defined)) has been delivered to the Stock Exchanges, and a copy of

the Placement Document (which shall include disclosures prescribed under Form PAS-4) shall also be delivered to the Stock Exchanges. The Company shall also make the requisite filings

with the Registrar of Companies, Maharashtra, at Mumbai (the “RoC”), and the Securities and Exchange Board of India (“SEBI”), each within the stipulated period as required under the

Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and SEBI Regulations. This Preliminary Placement Document has not been

reviewed by SEBI, the Reserve Bank of India (the “RBI”), the Stock Exchanges, the RoC or any other regulatory or listing authority and is intended only for use by the qualified institutional

buyers (“QIBs” as defined hereinafter). This Preliminary Placement Document has not been and will not be registered as a prospectus with the registrar of companies in India and will not be

circulated or distributed to the public in India or any other jurisdiction. The Issue is meant only for QIBs by way of a private placement and will not constitute a public offer in India or any

other jurisdiction.

THE DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE TO QIBs (AS HEREINAFTER DEFINED) IN RELIANCE UPON SECTION

42 OF THE COMPANIES ACT, 2013, READ WITH THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AND CHAPTER VIII OF THE

SEBI REGULATIONS. THIS PRELIMINARY PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN

OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE

INDIA OTHER THAN TO QIBs. THIS PRELIMINARY PLACEMENT DOCUMENT (WHICH INCLUDES DISCLOSURES PRESCRIBED UNDER FORM PAS-4) WILL BE

CIRCULATED ONLY TO SUCH QIBs WHOSE NAMES ARE RECORDED BY THE COMPANY PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO THE EQUITY

SHARES.

YOU MAY NOT AND ARE NOT AUTHORISED TO (1) DELIVER THIS PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE

THIS PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENT OR UTILIZE ANY MEDIA,

MARKETING OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THIS ISSUE. ANY DISTRIBUTION OR REPRODUCTION

OF THIS PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY

RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND/OR OTHER JURISDICTIONS.

INVESTMENTS IN EQUITY SHARES INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THIS ISSUE UNLESS THEY

ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ

THE SECTION “RISK FACTORS” ON PAGE 36 OF THIS PRELIMINARY PLACMENT DOCUMENT AND EXPECTED TO BE INCLUDED IN THE PLACEMENT

DOCUMENT BEFORE MAKING AN INVESTMENT DECISION RELATING TO THE EQUITY SHARES IN ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO

CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED PURSUANT TO THE

PRELIMINARY PLACEMENT DOCUMENT.

Invitations for subscription of the Equity Shares to be issued pursuant to this Issue shall only be made pursuant to this Preliminary Placement Document together with the

Application Form and Confirmation of Allocation Note (as hereinafter defined). For further details, see the section “Issue Procedure” on page 128 of this Preliminary Placement

Document. The distribution of this Preliminary Placement Document or the disclosure of its contents without prior consent of the Company to any person, other than QIBs and

persons retained by QIBs to advise them with respect to their purchase of Equity Shares, is unauthorised and prohibited. Each prospective investor, by accepting delivery of this

Preliminary Placement Document, agrees to observe the foregoing restrictions and make no copies of this Preliminary Placement Document and/ or any of the documents referred

to in this Preliminary Placement Document.

The Equity Shares in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and unless so registered may not

be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and

applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the

Securities Act (“Regulation S”) and the applicable laws of the jurisdictions where those offers and sales occur. See the sections “Selling Restrictions” and “Transfer Restrictions”

on page 140 and 144, respectively of this Preliminary Placement Document.

The information in this Preliminary Placement Document is not complete and may be changed. The information on the website of the Company, any website directly or indirectly

linked to the Company’s website, or the website of the Book Running Lead Manager or its affiliates does not form part of this Preliminary Placement Document and prospective

investors should not rely on such information contained in, or available through, any such websites.

This Preliminary Placement Document is dated January 20, 2015

ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013 READ WITH RULE 14

OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.

BOOK RUNNING LEAD MANAGERS

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TABLE OF CONTENTS

NOTICE TO INVESTORS ............................................................................................................................ 1

REPRESENTATIONS BY INVESTORS ...................................................................................................... 3

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ......................................................................... 9

PRESENTATION OF FINANCIAL AND OTHER INFORMATION ........................................................10

INDUSTRY AND MARKET DATA ...........................................................................................................11

FORWARD-LOOKING STATEMENTS .....................................................................................................12

ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................14

EXCHANGE RATE INFORMATION .........................................................................................................15

DEFINITIONS AND ABBREVIATIONS....................................................................................................16

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES

ACT, 2013 .....................................................................................................................................................22

SUMMARY OF BUSINESS ........................................................................................................................25

SUMMARY OF THE ISSUE........................................................................................................................29

SUMMARY FINANCIAL INFORMATION ...............................................................................................32

RISK FACTORS ...........................................................................................................................................36

MARKET PRICE INFORMATION .............................................................................................................60

USE OF PROCEEDS ....................................................................................................................................63

CAPITALISATION STATEMENT ..............................................................................................................64

CAPITAL STRUCTURE ..............................................................................................................................65

DIVIDEND POLICY ....................................................................................................................................67

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS ........................................................................................................................................68

INDUSTRY OVERVIEW .............................................................................................................................87

BUSINESS ....................................................................................................................................................94

SUPERVISION AND REGULATION .......................................................................................................111

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ...................................................115

PRINCIPAL SHAREHOLDERS ................................................................................................................125

ISSUE PROCEDURE .................................................................................................................................128

PLACEMENT .............................................................................................................................................138

SELLING RESTRICTIONS .......................................................................................................................140

TRANSFER RESTRICTIONS....................................................................................................................144

THE SECURITIES MARKET OF INDIA ..................................................................................................145

DESCRIPTION OF THE EQUITY SHARES ............................................................................................148

STATEMENT OF TAX BENEFITS...........................................................................................................151

LEGAL PROCEEDINGS ...........................................................................................................................168

STATUTORY AUDITORS ........................................................................................................................172

GENERAL INFORMATION......................................................................................................................173

FINANCIAL STATEMENTS .....................................................................................................................174

DECLARATION .........................................................................................................................................175

1

NOTICE TO INVESTORS

The Company has furnished and accepts full responsibility for all of the information contained in this Preliminary

Placement Document and confirms that to its best knowledge and belief, having made all reasonable enquiries, this

Preliminary Placement Document contains all information with respect to the Company, its Subsidiaries, its Joint

Ventures and its associate companies (together the “Group”) and the Equity Shares which are material in the context of

this Issue. The statements contained in this Preliminary Placement Document relating to the Company, the Group and

the Equity Shares are, in all material respects, true and accurate and not misleading, and the opinions and intentions

expressed in this Preliminary Placement Document with regard to the Company, the Group and the Equity Shares are

honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions

and information presently available to the Company. There are no other facts in relation to the Company, the Group and

the Equity Shares, the omission of which would, in the context of this Issue, make any statement in this Preliminary

Placement Document misleading in any material respect. Further, the Company has made all reasonable enquiries to

ascertain such facts and to verify the accuracy of all such information and statements.

The Book Running Lead Managers have not separately verified all the information contained in this Preliminary

Placement Document (financial, legal or otherwise). Neither the Book Running Lead Managers nor any of its respective

members, employees, counsel, officers, directors, representatives, agents or affiliates makes any express or implied

representation, warranty or undertaking, and no responsibility or liability is accepted by the Book Running Lead

Managers as to the accuracy or completeness of the information contained in this Preliminary Placement Document or

any other information supplied in connection with the issue of Equity Shares or its distribution. Each person receiving

this Preliminary Placement Document acknowledges that such person has not relied on either the Book Running Lead

Managers or on any of its shareholders, employees, counsel, officers, directors, representatives, agents or affiliates in

connection with such person’s investigation of the accuracy of such information or such person’s investment decision,

and each such person must rely on its own examination of the Company and the Group and the merits and risks

involved in investing in the Equity Shares, issued pursuant to this Issue.

No person is authorised to give any information or to make any representation not contained in this Preliminary

Placement Document and any information or representation not so contained must not be relied upon as having been

authorised by or on behalf of the Company or the Book Running Lead Managers. The delivery of this Preliminary

Placement Document at any time does not imply that the information contained in it is correct as of any time subsequent

to its date.

The distribution of this Preliminary Placement Document or the disclosure of its contents without the prior consent of

the Company to any person, other than QIBs whose names are recorded by the Company prior to the invitation to

subscribe to this Issue (in consultation with the Book Running Lead Managers or their representatives) and those

retained by QIBs to advise them with respect to their purchase of the Equity Shares is unauthorised and prohibited.

Each prospective investor, by accepting delivery of this Preliminary Placement Document, agrees to observe the

foregoing restrictions and to make no copies of this Preliminary Placement Document or any documents referred to in

this Preliminary Placement Document.

The Equity Shares have not been approved, disapproved or recommended by any regulatory authority in any

jurisdiction including the U.S. Securities and Exchange Commission, any state securities commission in the U.S. or the

securities commission of any non-U.S. jurisdiction or any other U.S. or non-U.S. regulatory authority. No authority has

passed on or endorsed the merits of this Issue or the accuracy or adequacy of this Preliminary Placement Document.

Any representation to the contrary is a criminal offence in the U.S. and may be a criminal offence in certain other

jurisdictions.

The Equity Shares have not been recommended by any foreign federal or state securities commission or regulatory

authority. The distribution of this Preliminary Placement Document and the issue of the Equity Shares may be restricted

in certain jurisdictions by law. As such, this Preliminary Placement Document does not constitute, and may not be used

for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not

authorized or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been

taken by the Company and the Book Running Lead Managers which would permit an issue of the Equity Shares or

distribution of this Preliminary Placement Document in any jurisdiction, other than India, where action for that purpose

is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this

Preliminary Placement Document nor any other Issue-related materials in connection with the Equity Shares may be

distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance

2

with any applicable rules and regulations of any such country or jurisdiction.

The Equity Shares in the Issue have not been and will not be registered under the Securities Act, and unless so

registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction

not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the

Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S

and the applicable laws of the jurisdictions where those offers and sales occur. The Equity Shares are transferable only

in accordance with the restrictions described in the section “Transfer Restrictions” on page 144 of this Preliminary

Placement Document. Subscribers of the Equity Shares will be deemed to make the representations set forth in the

sections “Representations by Investors” and “Transfer Restrictions” on page 3 and 144, respectively of this Preliminary

Placement Document.

The information contained in this Preliminary Placement Document has been provided by the Company and other

sources identified herein. Distribution of this Preliminary Placement Document to any person other than the investor

specified by the Book Running Lead Managers or their representatives, and those persons, if any, retained to advise

such investor with respect thereto, is unauthorised, and any disclosure of its contents, without prior written consent of

the Company, is prohibited. Any reproduction or distribution of this Preliminary Placement Document, in whole or in

part, and any disclosure of its contents to any other person is prohibited.

The distribution of this Preliminary Placement Document and the issue of the Equity Shares in certain jurisdictions may

be restricted by law. As such, this Preliminary Placement Document does not constitute, and may not be used for or in

connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not

authorised or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been

taken by the Company and the Book Running Lead Managers which would permit an issue of the Equity Shares or

distribution of this Preliminary Placement Document in any jurisdiction, other than India, where action for that purpose

is required. Accordingly, the Equity Shares in the Issue may not be offered or sold, directly or indirectly, and neither

this Preliminary Placement Document nor any other Issue-related materials in connection with the Equity Shares may

be distributed or published in or from any country or jurisdiction, except under circumstances that will result in

compliance with any applicable rules and regulations of any such country or jurisdiction.

In making an investment decision, prospective investors must rely on their own examination of the Company, the Group

and the terms of this Issue, including the merits and risks involved. Investors should not construe the contents of this

Preliminary Placement Document as legal, tax, accounting or investment advice. Investors should consult their own

counsel and advisors as to business, investment, legal, tax, accounting and related matters concerning this Issue. In

addition, neither the Company nor the Book Running Lead Managers are making any representation to any investor, or

subscriber or purchaser of the Equity Shares in relation to this Issue regarding the legality of an investment in the Equity

Shares in this Issue, by such investor, or subscriber under applicable legal, investment or similar laws or regulations.

Each subscriber of the Equity Shares in this Issue is deemed to have acknowledged, represented and agreed that it is

eligible to invest in India and in the Company under Indian laws, including Section 42 of the Companies Act, 2013,

read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and Chapter VIII of the

SEBI Regulations and is not prohibited by SEBI or any other statutory, regulatory or judicial authority in India or any

other jurisdiction from buying, selling or dealing in securities including the Equity Shares. Each investor, subscriber or

purchaser of the Equity Shares in this Issue also acknowledges that it has been afforded an opportunity to request from

the Company and review information relating to the Company and the Equity Shares.

This Preliminary Placement Document contains summaries of certain terms of certain documents, which summaries are

qualified in their entirety by the terms and conditions of such document.

The information on the Company’s website, www.supremeinfra.com, any website directly and indirectly linked to the

website of the Company or on the website of the Book Running Lead Managers, or their affiliates, neither constitute nor

form part of this Preliminary Placement Document. Prospective investors should not rely on such information contained

in, or available through, such websites.

NOTICE TO INVESTORS IN CERTAIN OTHER JURISDICTIONS

For information in certain other jurisdictions see the sections “Selling Restrictions” and “Transfer Restrictions” on page

140 and 144, respectively of this Preliminary Placement Document.

3

REPRESENTATIONS BY INVESTORS

References herein to “you” or “your” are to the propective investors in this Issue.

By bidding for and/ or subscribing to any Equity Shares in this Issue, you are deemed to have represented, warranted,

acknowledged and agreed with the Company and the Book Running Lead Managers, as follows:

You are a QIB as defined in Regulation 2(1) (zd) of SEBI Regulations and not excluded pursuant to Regulation

86(1)(b) of the SEBI Regulations, having a valid and existing registration under applicable laws and

regulations of India, and undertake to acquire, hold, manage or dispose of any Equity Shares that are Allocated

to you in accordance with Chapter VIII of the SEBI Regulations and undertake to comply with the SEBI

Regulations, the Companies Act and all other applicable laws, including any reporting obligations;

If you are not a resident of India, but a QIB, you are an Eligible FPI including an FII (including a sub- account

other than a sub-account which is a foreign corporate or a foreign individual) having a valid and existing

certificate of registration with SEBI under the applicable laws in India and are eligible to invest in India under

applicable law, including the Foreign Exchange Management (Transfer or Issue of Security by a Person

Resident Outside India) Regulations, 2000 (“FEMA 20”), and any notifications, circulars or clarifications

issued thereunder, and have not been prohibited by SEBI or any other regulatory authority, from buying,

selling or dealing in securities;

You are investing in the Issue under the Foreign Portfolio Investment Scheme or the Portfolio Investment

Scheme (each as defined hereinafter), as the case may be;

You will make all necessary filings with appropriate regulatory authorities, including the RBI, as required

pursuant to applicable laws;

If you are Allotted Equity Shares pursuant to the Issue, you shall not, for a period of one year from the date of

Allotment, sell the Equity Shares so acquired except on the floor of the Stock Exchanges;

You have made, or are deemed to have made, as applicable, the representations set forth under the sections

“Selling Restrictions” and “Transfer Restrictions” on page 140 and 144, respectively of this Preliminary

Placement Document;

You are aware that the Equity Shares issued pursuant to the Issue have not been and will not be registered

through a prospectus under the Companies Act (as defined hereinafter), the SEBI Regulations or under any

other law in force in India. This Preliminary Placement Document has not been reviewed or affirmed by the

RBI, SEBI, the Stock Exchanges, the RoC or any other regulatory or listing authority and is intended only for

use by QIBs;

You are entitled to subscribe for and acquire the Equity Shares under the laws of all relevant jurisdictions that

apply to you and that you have fully observed such laws and you have necessary capacity, have obtained all

necessary consents, governmental or otherwise, and authorisations and complied with all necessary formalities,

to enable you to commit to participation in this Issue and to perform your obligations in relation thereto

(including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents

and authorisations to agree to the terms set out or referred to in this Preliminary Placement Document), and

will honour such obligations;

You agree that neither the Company nor the Book Running Lead Managers or any of its shareholders,

directors, officers, employees, counsel, representatives, agents or affiliates are making any recommendations to

you or advising you regarding the suitability of any transactions it may enter into in connection with this Issue

and your participation in this Issue is on the basis that you are not, and will not, up to the Allotment, be a client

of the Book Running Lead Managers. Neither the Book Running Lead Managers nor any of their shareholders,

directors, officers, employees, counsel, representatives, agents or affiliates have any duties or responsibilities

to you for providing the protection afforded to their clients or customers or for providing advice in relation to

this Issue and are not in any way acting in any fiduciary capacity;

You confirm that, either: (i) you have not participated in or attended any investor meetings or presentations by

4

our Company or its agents (the “Company Presentations”) with regard to our Company or this Issue; or (ii) if

you have participated in or attended any of our Company Presentations: (a) you understand and acknowledge

that the Book Running Lead Managers may not have knowledge of the statements that our Company or its

agents may have made at such Company Presentations and are therefore unable to determine whether the

information provided to you at such Company Presentations may have included any material misstatements or

omissions, and, accordingly you acknowledge that the Book Running Lead Managers have advised you not to

rely in any way on any information that was provided to you at such Company Presentations, and (b) you

confirm that, to the best of your knowledge, you have not been provided any material information relating to

our Company and this Issue that was not publicly available;

All statements other than statements of historical fact included in this Preliminary Placement Document,

including, without limitation, those regarding our Company’s future financial position, business strategy, plans

and objectives of management for future operations (including development plans and objectives relating to

our Company’s business), are forward-looking statements. Such forward-looking statements involve known

and unknown risks, uncertainties and other important factors that could cause actual results to be materially

different from future results, performance or achievements expressed or implied by such forward-looking

statements. Such forward-looking statements are based on numerous assumptions regarding our Company’s

present and future business strategies and environment in which our Company will operate in the future. You

should not place undue reliance on forward-looking statements, which speak only as at the date of this

Preliminary Placement Document. The Company assumes no responsibility to update any of the

forward-looking statements contained in this Preliminary Placement Document;

You are aware and understand that the Equity Shares are being offered only to QIBs and are not being offered

to the general public, and the Allotment of the same shall be on a discretionary basis at the discretion of the

Company and the Book Running Lead Managers;

You are aware that if you are Allotted any Equity Shares, the Company is required to disclose details such as

your name, address and the number of Equity Shares Allotted to the RoC and the SEBI and you consent to

such disclosures;

You are aware that if you are Allotted more than 5% of the Equity Shares in this Issue, the Company is

required to disclose your name and the number of Equity Shares Allotted to the Stock Exchanges and the Stock

Exchanges will make the same available on their website and you consent to such disclosures. Further, if you

are one of the top 10 Equity Shareholders, the Company will be required to make a filing with the RoC within

15 days of the change in shareholding as per Section 93 of the Companies Act, 2013;

You have been provided a serially numbered copy of this Preliminary Placement Document and have read it in

its entirety, including in particular, the section “Risk Factors” on page 36 of this Preliminary Placement

Document;

In making your investment decision, you have (i) relied on your own examination of the Group and the terms

of this Issue, including the merits and risks involved, (ii) made and will continue to make your own assessment

of the Group, the Equity Shares and the terms of this Issue based solely on the information contained in this

Preliminary Placement Document and the Placement Document and no other disclosure or representation by

the Company or any other party, (iii) consulted your own independent counsel and advisors or otherwise have

satisfied yourself concerning, without limitation, the effects of local laws, (iv) received all information that you

believe is necessary or appropriate in order to make an investment decision in respect of the Company and the

Equity Shares, and (v) relied upon your own investigation and resources in deciding to invest in this Issue;

Neither the Book Running Lead Managers nor any of their shareholders, directors, officers, employees,

counsel, representatives, agents or affiliates have provided you with any tax advice or otherwise made any

representations regarding the tax consequences of purchase, ownership and disposal of the Equity Shares

(including but not limited to this Issue and the use of the proceeds from the Equity Shares). You will obtain

your own independent tax advice from a reputable service provider and will not rely on the Book Running

Lead Managers or any of their shareholders, directors, officers, employees, counsel, representatives, agents or

affiliates when evaluating the tax consequences in relation to the Equity Shares (including but not limited to

this Issue and the use of the proceeds from the Equity Shares). You waive, and agree not to assert any claim

against the Company or the Book Running Lead Managers or any of their shareholders, directors, officers,

employees, counsel, representatives, agents or affiliates with respect to the tax aspects of the Equity Shares or

5

as a result of any tax audits by tax authorities, wherever situated;

You are a sophisticated investor and have such knowledge and experience in financial, business and

investment matters as to be capable of evaluating the merits and risks of an investment in the Equity Shares.

You are experienced in investing in private placement transactions of securities of companies in a similar

nature of business, similar stage of development and in similar jurisdictions. You and any accounts for which

you are subscribing for the Equity Shares (i) are each able to bear the economic risk of your investment in the

Equity Shares, (ii) will not look to the Company and/or the Book Running Lead Managers or any of its

shareholders, directors, officers, employees, counsel, representatives, agents or affiliates for all or part of any

such loss or losses that may be suffered in connection with this Issue, including losses arising out of

non-performance by the Company of any of its obligations or any breach of any representations and warranties

by the Company, whether to you or otherwise, (iii) are able to sustain a complete loss on the investment in the

Equity Shares, (iv) have no need for liquidity with respect to the investment in the Equity Shares and (v) have

no reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause or

require any sale or distribution by you or them of all or any part of the Equity Shares. You acknowledge that an

investment in the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a

speculative investment. You are seeking to subscribe to the Equity Shares in this Issue for your own

investment and not with a view to resell or distribute;

When you are acquiring the Equity Shares to be issued pursuant to this Issue for one or more managed

accounts, you represent and warrant that you are authorised in writing, by each such managed account to

acquire such Equity Shares for each managed account and to make (and you hereby make) the representations,

warranties, acknowledgements and agreements herein for and on behalf of each such account, reading the

reference to “you” to include such accounts;

You are not a ‘promoter’ (as defined under the SEBI Regulations) of the Company or any of its affiliates and

are not a person related to the promoter, either directly or indirectly and your Bid does not directly or indirectly

represent the ‘promoter’, or ‘promoter group’, (as defined under the SEBI Regulations) or person related to

promoters of the Company;

You agree that in terms of Section 42(7) of the Companies Act, 2013, we shall file the list of QIBs (to whom

the Placement Document are circulated) along with other particulars with the RoC and SEBI within 30 days of

circulation of the Preliminary Placement Document and other filings required under the Companies Act, 2013;

You have no rights under a shareholders’ agreement or voting agreement with the promoter or persons related

to the promoter, no veto rights or right to appoint any nominee director on the Board of Directors of the

Company other than the rights acquired, if any, in the capacity of a lender not holding any Equity Shares which

shall not be deemed to be a person related to the promoter;

You will have no right to withdraw your Bid after the Bid/Issue Closing Date;

You are eligible to apply and hold the Equity Shares Allotted to you together with any Equity Shares held by

you prior to this Issue. Further, you confirm that your aggregate holding after the Allotment of the Equity

Shares shall not exceed the level permissible as per any applicable law or regulation;

The Bid made by you would not result in triggering a tender offer under the Securities and Exchange Board of

India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover

Regulations”);

To the best of your knowledge and belief, your aggregate holding, together with other QIBs in this Issue that

belong to the same group or are under common control as you, pursuant to the Allotment under this Issue shall

not exceed 50 % of this Issue. For the purposes of this representation:

(a) the expression ‘belong to the same group’ shall derive meaning from the concept of ‘companies under

the same group’ as provided in sub-section (11) of Section 372 of the Companies Act, 1956; and

(b) ‘Control’ shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the Takeover

Regulations;

6

You shall not undertake any trade in the Equity Shares credited to your beneficiary account until such time that

the final listing and trading approvals for such Equity Shares is issued by the Stock Exchanges;

You are aware that (i) applications for in-principle approval, in terms of clause 24(a) of the Listing Agreement,

for listing and admission of the Equity Shares on the Stock Exchanges were made and approval has been

received from the Stock Exchanges, and (ii) the applications for the final listing and trading approval will be

made only after Allotment. There can be no assurance that the final approvals for listing of the Equity Shares

will be obtained in time or at all. The Company shall not be responsible for any delay or non-receipt of such

final approval or any loss arising from such delay or non-receipt;

You are aware and understand that the Book Running Lead Managers have entered into a placement agreement

with the Company, whereby the Book Running Lead Managers have, subject to the satisfaction of certain

conditions set out therein, agreed to manage this Issue and use their reasonable efforts as agents of the

Company to procure subscriptions for the Equity Shares on the terms and conditions set forth therein;

The contents of this Preliminary Placement Document are exclusively the responsibility of the Company, and

neither the Book Running Lead Managers nor any person acting on their behalf has or shall have any liability

for any information, representation or statement contained in this Preliminary Placement Document or any

information previously published by or on behalf of the Company and will not be liable for your decision to

participate in this Issue based on any information, representation or statement contained in this Preliminary

Placement Document or otherwise. By accepting a participation in this Issue, you agree to the same and

confirm that the only information you are entitled to rely on, and on which you have relied in committing

yourself to acquire the Equity Shares is contained in this Preliminary Placement Document, such information

being all that you deem necessary to make an investment decision in respect of the Equity Shares, you have

neither received nor relied on any other information, representation, warranty or statement made by or on

behalf of the Book Running Lead Managers or the Company or any of its affiliates or any other person, and

neither the Book Running Lead Managers nor the Company nor any other person will be liable for your

decision to participate in this Issue based on any other information, representation, warranty or statement that

you may have obtained or received;

You understand that the Book Running Lead Managers do not have any obligation to purchase or acquire all or

any part of the Equity Shares purchased by you in this Issue or to support any losses directly or indirectly

sustained or incurred by you for any reason whatsoever in connection with this Issue, including

non-performance by the Company of any of its obligations or any breach of any representations and warranties

by the Company, whether to you or otherwise;

You are eligible to invest in India under applicable law, including the FEMA 20, as amended and any

notifications, circulars or clarifications issued thereunder, and have not been prohibited by SEBI or any other

regulatory authority, from buying, selling or dealing in securities;

You agree that any dispute arising in connection with this Issue will be governed by and construed in

accordance with the laws of Republic of India, and the courts in Mumbai, India shall have exclusive

jurisdiction to settle any disputes which may arise out of or in connection with this Preliminary Placement

Document and the Placement Document;

Each of the representations, warranties, acknowledgements and agreements set out above shall continue to be

true and accurate at all times up to and including the Allotment, listing and trading of the Equity Shares in this

Issue;

You agree to indemnify and hold the Company and the Book Running Lead Managers and their respective

officers, directors, affiliates, associates and representatives harmless from any and all costs, claims, liabilities

and expenses (including legal fees and expenses) arising out of or in connection with any breach of the

foregoing representations, warranties, acknowledgements and undertakings made by you in this Preliminary

Placement Document. You agree that the indemnity set forth in this paragraph shall survive the resale of the

Equity Shares by, or on behalf of, the managed accounts;

You acknowledge that the Company, the Book Running Lead Managers, their affiliates and others will rely on

the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings,

which are given to the Book Running Lead Managers on their own behalf and on behalf of the Company are

7

irrevocable;

You agree that each of the representations, warranties, acknowledgments and agreements setout above shall

continue to be true and accurate at all times upto and including the Allotment, listing and trading of the Equity

Shares issued pursuant to the Issue;

You understand that the Equity Shares will, when issued pursuant to the Issue, be credited as fully paid and

will rank pari passu in all respects with the existing Equity Shares including the right to receive all dividends

and other distributions declared, made or paid in respect of the Equity Shares after the date of this Issue;

You understand that the Equity Shares have not been and will not be registered under the Securities Act or

registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold

within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and applicable US state securities laws. Accordingly, the Equity Shares are

being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the

applicable laws of the jurisdictions where those offers and sales occur;

You are, at the time the Equity Shares are purchased pursuant to Regulation S, located outside of the United

States (within the meaning of Regulation S) and you are not an affiliate of our Company, or a person acting on

behalf of an affiliate; and

You are purchasing the Equity Shares in an offshore transactions meeting the requirements of Rule 903 or 904 of

Regulation S and you shall not offer, sell, pledge or otherwise transfer such Equity Shares except in an offshore

transaction complying with Regulation S or pursuant to any other available exemption from registration under

the Securities Act and in accordance with all applicable securities laws of the states of the United States and any

other jurisdiction, including India.

OFFSHORE DERIVATIVE INSTRUMENTS (P-NOTES)

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of

Regulation 22 of the SEBI (Foreign Portfolio Investors) Regulations, 2014, as amended (“FPI Regulations”), FPIs

(other than Category III foreign portfolio investors and unregulated broad based funds, which are classified as Category

II FPIs (as defined in the FPI Regulations) by virtue of their investment manager being appropriately regulated unless

such FPIs have entered into an offshore derivative instrument with an FII prior to January 7, 2014 or were registered as

clients of an FII prior to January 7, 2014), including the affiliates of the Book Running Lead Managers may issue or

otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by

whatever name called, which is issued overseas by a FPI against securities held by it that are listed or proposed to be

listed on any recognised stock exchange in India, as its underlying, and all such offshore derivative instruments are

referred to herein as “P-Notes”), for which they may receive compensation from the purchasers of such instruments.

P-Notes may be issued only in favour of those entities which are regulated by any appropriate foreign regulatory

authorities subject to compliance with ‘know your client’ requirements. An FPI shall also ensure that no further issue or

transfer of any instrument referred to above is made to any person other than such entities regulated by appropriate

foreign regulatory authorities. P-Notes have not been and are not being offered or sold pursuant to this Preliminary

Placement Document. This Preliminary Placement Document does not contain any information concerning P-Notes or

the issuer(s) of any P-notes, including any information regarding any risk factors relating thereto.

Any P-Notes that may be issued are not securities of the Company and do not constitute any obligation of, claims on or

interests in the Company. The Company has not participated in any offer of any P-Notes, or in the establishment of the

terms of any P-Notes, or in the preparation of any disclosure related to any P-Notes. Any P-Notes that may be offered

are issued by, and are the sole obligations of, third parties that are unrelated to the Company. The Company and the

Book Running Lead Managers do not make any recommendation as to any investment in P-Notes and do not accept any

responsibility whatsoever in connection with any P-Notes. Any P-Notes that may be issued are not securities of the

Book Running Lead Managers and do not constitute any obligations of or claims on the Book Running Lead Managers.

Affiliates of the Book Running Lead Managers which are Eligible FPIs or FIIs may purchase, to the extent permissible

under law, the Equity Shares in this Issue, and may issue P-Notes in respect thereof.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosures

as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from the issuer(s) of such

8

P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any P-Notes or any

disclosure related thereto. Prospective investors are urged to consult their own financial, legal, accounting and

tax advisors regarding any contemplated investment in P-Notes, including whether P-Notes are issued in

compliance with applicable laws and regulations.

9

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

As required, a copy of this Preliminary Placement Document has been submitted to the Stock Exchanges. The Stock

Exchanges does not in any manner:

(1) warrant, certify or endorse the correctness or completeness of any of the contents of the Preliminary Placement

Document;

(2) warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges; or

(3) take any responsibility for the financial or other soundness of the Company, its Promoters, its management or

any scheme or project of the Company;

and it should not for any reason be deemed or construed to mean that the Preliminary Placement Document has been

cleared or approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquire any Equity

Shares may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against

the Stock Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or in

connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for

any other reason whatsoever.

10

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this Preliminary Placement Document, unless otherwise specified or the context otherwise indicates or implies,

references to ‘you’, ‘your’, ‘offeree’, ‘purchaser’, ‘subscriber’, ‘recipient’, ‘investors’, ‘prospective investors’ and

‘potential investor’ are to the prospective investors in this Issue, references to the ‘Company, ‘Supreme’ or ‘Issuer’ are

to Supreme Infrastructure India Limited ‘and references to ‘we’, ‘us’ or ‘our’ are to our Company and its Subsidiaries,

Joint Ventures and associate companies on a consolidated basis.

In this Preliminary Placement Document, references to ‘US$’, ‘USD’ and ‘U.S. dollars’ are to the legal currency of the

United States of America, references to ‘OMR’ are to legal currency of the Sultanate of Oman, and references to ‘₹’,

‘INR’, ‘Rs.’, ‘Indian Rupees’ and ‘Rupees’ are to the legal currency of India. All references herein to the ‘US’ or ‘U.S.’

or the ‘United States’ are to the United States of America and its territories and possessions. All references herein to

“India” are to the Republic of India and its territories and possessions and the ‘Government’ or the ‘Central

Government’ or the ‘State Government’ are to the Government of India, central or state, as applicable.

References to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable,

and the words “lakh” or “lac” mean “100 thousand” and the word “million” means “10 lakh” and the word “crore”

means “10 million” or “100 lakhs” and the word “billion” means “1,000 million” or “100 crores”.

The financial year of the Company commences on April 1 of each year and ends on March 31 of the following year,

and, unless otherwise specified or if the context requires otherwise, all references to a particular ‘Fiscal Year’ or ‘fiscal’

or ‘FY’ are to the twelve month period ended on March 31 of that year. The consolidated financial statements of our

Company as of and for the Fiscal Years ended March 31, 2014, 2013 and 2012, and the unaudited and reviewed

standalone financial statements of the Company as of and for the six month period ended September 30, 2014, included

herein have been prepared in line with the accounting principles generally accepted in India and have been audited by

the Auditors in accordance with the applicable generally accepted auditing standards in India prescribed by the ICAI.

The Company publishes its financial statements in Indian Rupees. Unless the context otherwise requires, all financial

data in this Preliminary Placement Document are derived from our Company’s consolidated financial statements

prepared in accordance with Indian GAAP. Indian GAAP differs in certain significant respects from International

Financial Reporting Standards (the “IFRS”) and U.S. GAAP. We have not attempted to quantify the impact of U.S.

GAAP or IFRS on the financial data included in this Preliminary Placement Document, nor do we provide a

reconciliation of our financial statements to those of U.S. GAAP or IFRS. Each of U.S. GAAP and IFRS differs in

significant respects from Indian GAAP. See the section “Risk Factors – Risks Relating to Our Company and Our

Business - significant differences exist between Indian GAAP, used throughout our financial information and other

accounting principles with which investors may be more familiar” on page 52 of this Preliminary Placement Document.

Accordingly, the degree to which the financial statements prepared in accordance with Indian GAAP included in this

Preliminary Placement Document will provide meaningful information is entirely dependent on the reader’s level of

familiarity with the respective accounting practices. Any reliance by persons not familiar with Indian accounting

practices on the financial disclosures presented in this Preliminary Placement Document should accordingly be limited.

In this Preliminary Placement Document, certain monetary thresholds have been subjected to rounding adjustments;

accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede

them.

11

INDUSTRY AND MARKET DATA

Information included in this Preliminary Placement Document regarding market position, growth rates and other

industry data pertaining to our businesses consists of estimates based on data reports compiled by government bodies,

professional organisations and analysts, data from other external sources and knowledge of the markets in which we

operate. Unless stated otherwise statistical information included in this Preliminary Placement Document pertaining to

the various sectors in which we operate has been reproduced from trade, industry and government publications and

websites. We confirm that such information and data has been accurately reproduced, and that as far as they are aware

and are able to ascertain from information published by third parties, no facts have been omitted that would render the

reproduced information inaccurate or misleading.

This information is subject to change and cannot be verified with complete certainty due to limits on the availability and

reliability of the raw data and other limitations and uncertainties inherent in any statistical survey. In many cases, there is

no readily available external information (whether from trade or industry associations, government bodies or other

organisations) to validate market-related analysis and estimates, so we have relied on internally developed estimates.

Neither we nor the Book Running Lead Managers have independently verified this data, nor do we or the Book Running

Lead Managers make any representation regarding the accuracy of such data. Similarly, while the Company believe its

internal estimates to be reasonable, such estimates have not been verified by any independent sources, and neither we

nor the Book Running Lead Managers can assure potential investors as to their accuracy.

12

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Preliminary Placement Document that are not statements of historical fact

constitute ‘forward-looking statements’. These statements express views of the management of the Company and

expectations based upon certain assumptions regarding trends in the Indian and international financial markets and

regional economies, the political climate in which the Company operates and other factors. Prospective investors can

generally identify forward-looking statements by terminology such as ‘aim’, ‘anticipate’, ‘believe’, ‘continue’, ‘can’,

‘could’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘objective’, ‘plan’, ‘potential’, ‘project’, ‘pursue’, ‘shall’, ‘should’, ‘will’,

‘would’, or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans

or goals of the Company are also forward-looking statements. However, these are not the exclusive means of

identifying forward- looking statements.

All statements regarding the Company’s or the Groups’ expected financial conditions, results of operations, business

plans and prospects are forward-looking statements. These forward-looking statements include statements as to the

Company’s/ group’s business strategy, planned projects, revenue and profitability (including, without limitation, any

financial or operating projections or forecasts), new business and other matters discussed in this Preliminary Placement

Document that are not historical facts. These forward-looking statements and any other projections contained in this

Preliminary Placement Document (whether made by the Company or any third party), are predictions and involve

known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance

or achievements of the Company to be materially different from any future results, performance or achievements

expressed or implied by such forward-looking statements or other projections. All forward-looking statements are

subject to risks, uncertainties and assumptions about the Company that could cause actual results to differ materially

from those contemplated by the relevant forward-looking statement. Important factors that could cause the actual

results, performances and achievements of the Company to be materially different from any of the forward-looking

statements include, among others:

general, political, social and economic conditions in India and elsewhere;

our ability to manage growth effectively;

our ability to effectively manage our business

delays in the completion of construction of current and future projects

volatility in cost of raw materials;

our ability to compete effectively;

technological changes

changes in laws and regulations and governmental policies;

availibility of adequate debt and equity financing at reasonable terms;

changes in Indian or international interest rates; and

our dependence on, and ability to retain, our senior management team.

Additional factors that could cause actual results, performance or achievements of the Company to differ materially

include, but are not limited to, those discussed under the sections “Risk Factors”, “Industry Overview”, “Business” and

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 36, 87, 94 and 68

respectively of this Preliminary Placement Document. The Company and the BRLMs expressly disclaim any obligation

or undertaking to release publically any updates or revision to any forward looking statements contained herein to effect

any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances

on which any such statements are based.

The forward-looking statements contained in this Preliminary Placement Document are based on the beliefs of

13

management, as well as the assumptions made by, and information currently available to, management of the Company.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable at this

time, it cannot assure investors that such expectations will prove to be correct. Given these uncertainties, investors are

cautioned not to place undue reliance on such forward-looking statements. In any event, these statements speak only as

of the date of this Preliminary Placement Document or the respective dates indicated in this Preliminary Placement

Document, and the Company undertakes no obligation to update or revise any of them, whether as a result of new

information, future events, changes in assumptions or changes in factors affecting forward looking statements or

otherwise. If any of these risks and uncertainties materialise, or if any of the Company’s underlying assumptions prove

to be incorrect, the actual results of operations or financial condition of the Company could differ materially from that

described herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable

to the Company are expressly qualified in their entirety by reference to these cautionary statements. The

forward-looking statements appear in a number of places throughout this Preliminary Placement Document and include

statements regarding the intentions, beliefs or current expectations of the Company concerning, amoung other things,

the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of the

Company and the industry in which we operate. In addition even if the result of operations, financial conditions,

liquidity and dividend policy of the Company and the development of the industry in which we operate are consistent

with the forward-looking statements contained in this Preliminary Placement Document, those results or developments

may not be indicative of results or developments in subsequent periods.

14

ENFORCEMENT OF CIVIL LIABILITIES

We are a limited liability company incorporated under the laws of India. All the Directors and the key managerial

personnel named herein are residents of India and all or a substantial portion of the assets of the Company and such

persons are located in India. As a result, it may be difficult or may not be possible for investors outside India to effect

service of process upon the Company or such persons in India, or to enforce judgments obtained against such parties

outside India.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Civil

Procedure Code (as defined below), on a statutory basis. Section 13 of the Civil Procedure Code provides that a foreign

judgment shall be conclusive regarding any matter directly adjudicated upon between the same parties or parties

litigating under the same title, except: (i) where the judgment has not been pronounced by a court of competent

jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of

the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognise the law

of India in cases in which such law is applicable; (iv) where the proceedings in which the judgment was obtained were

opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a

claim founded on a breach of any law then in force in India.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.

However, Section 44A of the Civil Procedure Code provides that a foreign judgment rendered by a superior court

(within the meaning of that section) in any jurisdiction outside India which the Government has by notification declared

to be a reciprocating territory, may be enforced in India by proceedings in execution as if the judgment had been

rendered by a competent court in India. However, Section 44A of the Civil Procedure Code is applicable only to

monetary decrees not being in the nature of any amounts payable in respect of taxes or other charges of a like nature or

in respect of a fine or other penalties and does not include arbitration awards.

Each of the United Kingdom, Singapore and Hong Kong has been declared by the Government to be a reciprocating

territory for the purposes of Section 44A of the Civil Procedure Code, but the United States of America has not been so

declared. A judgment of a court in a jurisdiction which is not a reciprocating territory may be enforced only by a fresh

suit upon the judgment and not by proceedings in execution. The suit must be brought in India within three years from

the date of the foreign judgment in the same manner as any other suit filed to enforce a civil liability in India. It is

unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India.

Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages

awarded as excessive or inconsistent with public policy of India. Further, any judgment or award in a foreign currency

would be converted into Rupees on the date of such judgment or award and not on the date of payment. A party seeking

to enforce a foreign judgment in India is required to obtain approval from the RBI to execute such a judgment or

repatriate outside India any amount recovered, and we cannot assure that such approval will be forthcoming within a

reasonable period of time, or at all, or that conditions of such approvals would be acceptable and any such amount may

be subject to income tax in accordance with applicable laws. We cannot assure that Indian courts and/ or authorities

would not take a longer amount of time to adjudicate and conclude similar proceedings in their respective jurisdictions.

15

EXCHANGE RATE INFORMATION

Fluctuations in the exchange rate between the Rupee and the foreign currencies will affect the foreign currency

equivalent of the Rupee price of the Equity Shares traded on the Stock Exchanges. These fluctuations will also affect

the conversion into foreign currencies of any cash dividends paid in Rupees on Equity Shares.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the

Rupee and the U.S. dollar (in Rupees per U.S. dollar) The exchange rates are based on the reference rates released by

the RBI, which are available on the website of the RBI. No representation is made that any Rupee amounts could have

been, or could be, converted into U.S. dollars at any particular rate, the rates stated below, or at all.

On January 19, 2015, the exchange rate (RBI reference rate) was ₹ 61.70 to US$ 1.00. (Source: www.rbi.org.in)

(₹ per USD 1.00)

* The price for the period end refers to the price as on the last trading day of the respective financial year, quarterly or monthly

periods.

Note:

1. Average of the official rate for each working day of the relevant period.

2. Maximum of the official rate for each working day of the relevant period.

3. Minimum of the official rate for each working day of the relevant period.

Period End Average(1)

High(2)

Low(3)

Year ended March 31*

2012 51.16 47.95 54.24 43.95

2013 54.39 54.45 57.22 50.56

2014 60.10 60.50 68.36 53.74

Quarter ended*

March 31, 2014 60.10 61.79 62.99 60.10

June 30, 2014 60.09 59.77 61.12 58.43

September 30, 2014 61.61 60.59 60.59 59.72

Month ended*

July 31, 2014 60.25 60.06 60.33 59.72

August 31, 2014 60.47 60.90 61.56 60.43

September 30, 2014 61.61 60.86 61.61 60.26

October 31, 2014 61.41 61.34 61.75 61.04

November 30, 2014 61.97 61.70 62.10 61.39

December 31, 2014 63.33 62.75 63.75 61.85

16

DEFINITIONS AND ABBREVIATIONS

The Company has prepared this Preliminary Placement Document using certain definitions and abbreviations which you

should consider when reading the information contained herein.

Company Related Terms

Term Description

“Company” or “our Company”

or “Issuer” or “Supreme”

Supreme Infrastructure India Limited, a public limited company, incorporated

under the Indian Companies Act,1956 and having its registered and corporate

office at Supreme House Plot No 94/C, Pratap Gadh, Opp IIT Main Gate, Powai,

Mumbai—400 076 on an unconsolidated basis.

It is clarified that references to “us”, “we” or “our” are to our Company, together

with its Subsidiaries, Joint Ventures and associate companies on a consolidated

basis

Articles/Articles of Association Articles of association of the Company, as amended from time to time

Auditors The joint statutory auditors of the Company, Walker Chandiok & Co. LLP,

Chartered Accountants and M/s. Shah & Kathariya, Chartered Accountants

Associate The Associate of our Company is listed below:

1. Sanjose Supreme Tollways Development Private Limited

Board / Board of Directors The board of directors of the Company or duly constituted committee thereof

Directors The directors of the Company

Equity Shares Equity shares of the Company having face value of ₹ 10 each

Group Our Company, Subsidiaries, Joint Ventures and Associates

Joint Ventures The Joint Ventures of our Company are listed below:

1. Supreme- MBL

2. Petron-Supreme

3. Supreme-Siddhi

4. Supreme Zanders

5. Supreme Brahmaputra

6. HGCL-Niraj-Supreme Infrastructure Private Limited

Memorandum/Memorandum of

Association

Memorandum of association of the Company, as amended from time to time

Promoters The Promoters of our Company, being:

1. Mr. Bhawanishankar Sharma

2. Mr. Vikram Sharma

3. Mr. Vikas Sharma

Promoter Group Promoter group of the Company as defined in Regulation 2(1)(zb) of the SEBI

Regulations

Registered Office The registered office of the Company located at Supreme House Plot No 94/C,

Pratap Gadh, Opp IIT Main Gate, Powai, Mumbai - 400 076

Subsidiaries Following are the direct and indirect subsidiaries of the Company:

Direct:

1. Supreme Infrastructure BOT Private Limited

2. Supreme Infrastructure BOT Holdings Private Limited

3. Supreme Panvel Indapur Tollways Private Limited

4. Rudranee Infrastructure Limited

5. Supreme Mega Structures Private Limited

6. Supreme Infrastructure Overseas LLC

Indirect:

1. Supreme Manor Wada Bhiwandi Infrastructure Private Limited

2. Supreme Infra Projects Private Limited

3. Supreme Suyog Funicular Ropeways Private Limited

4. Supreme Vasai Bhiwandi Tollways Private Limited

17

Term Description

5. Kotkapura Muktsar Tollways Private Limited

6. Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited

7. Supreme Kopargaon Ahmednagar Tollways Private Limited

8. Kopargaon Ahmednagar Tollways (Phase I) Private Limited

9. Supreme Tikamgarh Orchaa Annuity Private Limited

10. Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited

11. Mohol Kurul Kamati Mandrup Tollways Private Limited

Issue Related Terms

Term Description

Allocated /Allocation The allocation of Equity Shares following the determination of the Issue Price to

QIBs on the basis of the Application Form submitted by them, by the Company in

consultation with the Book Running Lead Managers and in compliance with

Chapter VIII of the SEBI Regulations

Allot/Allotment/Allotted Unless the context otherwise requires, the issue and allotment of Equity Shares to

be issued pursuant to this Issue

Allottees QIBs to whom Equity Shares are issued and Allotted pursuant to this Issue

Application Form The form (including any revisions thereof) pursuant to which QIB shall submit a

Bid for the Equity Shares in this Issue

Bid(s) Indication of interest of a QIB, including all revisions and modifications thereto, as

provided in the Application Form, to subscribe for the Equity Shares pursuant to

this Issue

Bid/Issue Closing Date [●], 2015, which is the last date up to which the Application Forms shall be

accepted

Bid/Issue Opening Date January 20, 2015, which is the date on which the Company (or the Book Running

Lead Managers on behalf of the Company) shall commence the acceptance of duly

completed Application Forms for this Issue

Bid/Issue Period/Bidding

Period

Period between the Bid/Issue Opening Date and the Bid/Issue Closing Date,

inclusive of both days, during which prospective Bidders can submit their Bids

including any revision thereof

Bidder Any prospective investor, a QIB, who makes a Bid pursuant to the terms of this

Preliminary Placement Document and the Application Form

Book Running Lead Managers/

BRLMs

Book running lead managers to this Issue, namely, Edelweiss Financial Services

Limited and SBI Capital Markets Limited

CAN/Confirmation of

Allocation Note

Note or advice or intimation to the QIBs confirming the Allocation of Equity

Shares to such QIBs after determination of the Issue Price and requesting payment

for the entire applicable Issue Price for all Equity Shares Allocated to such QIBs

Closing Date The date on which Allotment of Equity Shares pursuant to this Issue shall be made,

i.e. on or about [●], 2015

Cut-off Price The Issue Price of the Equity Shares to be issued pursuant to this Issue which shall

be finalised by the Company in consultation with the Book Running Lead

Managers

Designated Date The date of credit of the Equity Shares to the QIB’s demat account, as applicable to

the respective QIBs

Escrow Account

The non-interest bearing, no-lien, current bank account entitled “Supreme

Infrastructure India Limited – QIP Escrow Account” with regard to any money

received towards the subscription of the Equity Shares, opened with the Escrow

Bank, subject to the terms of the Escrow Agreement

Escrow Agreement Agreement dated January 16, 2015, entered into amongst the Company, the Escrow

Bank and the Book Running Lead Managers for collection of the Bid Amounts and

for remitting refunds, if any, of the amounts collected, to the Bidders

Escrow Bank State Bank of India

Floor Price The floor price of ₹ 277.39 which has been calculated in accordance with Chapter

VIII of the SEBI Regulations. In terms of the SEBI Regulations, the Issue Price

cannot be lower than the Floor Price.

Issue The offer, issue and Allotment of [●] Equity Shares of face value of ₹10 each at a

price of ₹ [●], including a premium of ₹ [●] per Equity Share aggregating ₹ [●], to

18

Term Description

QIBs, pursuant to Chapter VIII of the SEBI Regulations and the provisions of the

Companies Act, 2013

Issue Price ₹[●] per Equity Share

Issue Size The Issue of [●] Equity Shares aggregating up to ₹ [●] million

Listing Agreement(s) The agreement(s) entered into between the Company and the Stock Exchanges in

relation to listing of the Equity Shares to be issued pursuant to this Issue on the

Stock Exchanges

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of

India (Mutual Funds) Regulations, 1996, as amended

Mutual Fund Portion 10% of the Equity Shares proposed to be Allotted in this Issue, which is available

for Allocation to Mutual Funds

Net Proceeds The total proceeds of this Issue after deduction of Issue expenses including fees,

commission and other expenses.

Order Book The total contract value of all existing contracts as on a given date less any

revenues already recognized by our Company of such existing contracts till such

date. Order Book also include projects in respect of which Company is L1 (lowest

bid), but where final work order is yet to be received.

Pay-in Date The last date specified in the CAN sent to the QIBs for payment of application

monies by the successful Bidders

Placement Agreement Agreement dated January 16, 2015 entered into amongst the Company and the

Book Running Lead Managers

Placement Document The placement document to be issued in accordance with the provisions of Chapter

VIII of the SEBI Regulations and Section 42 of the Companies Act, 2013 read with

Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014

Preliminary Placement

Document

This preliminary placement document dated January 20, 2015 issued by the

Company in accordance with Chapter VIII of the SEBI Regulations and Section 42

of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and

Allotment of Securities) Rules, 2014

QIBs or Qualified Institutional

Buyers

Qualified institutional buyer as defined under Regulation 2(1)(zd) of the SEBI

Regulations and not excluded pursuant to Regulation 86 of the SEBI Regulations

QIP Qualified institutions placement to QIBs under Chapter VIII of the SEBI

Regulations and Section 42 of the Companies Act, 2013, read with Rule 14 of the

Companies (Prospectus and Allotment of Securities) Rules, 2014

Relevant Date January 20, 2015 which is the date of the meeting of the Board, or any committee

duly authorised by the Board, deciding to open this Issue

Conventional and General Terms/ Abbreviations

Term/Abbreviation Description

AGM Annual General Meeting

AIF(s) Alternative investment fund, as defined and registered with SEBI under the

Securities and Exchange Board of India (Alternative Investment Funds)

Regulations, 2012, as amended

AS Accounting Standards issued by the Institute of Chartered Accountants of India

ASBA Application supported by blocked amount

AY Assessment Year

BSE BSE Limited

Category III Foreign Portfolio

Investor

An FPI registered as a category III foreign portfolio investor under the SEBI FPI

Regulations

CDSL Central Depository Services (India) Limited

CIN Corporate Identification Number

Civil Procedure Code The Code of Civil Procedure, 1908

Companies Act The Companies Act, 2013 or the Companies Act, 1956, as applicable

Companies Act, 1956 The Companies Act, 1956 and the rules made thereunder (without reference to the

provisions thereof that have ceased to have effect upon notification of the Notified

Sections)

Companies Act, 2013 The Companies Act, 2013 and the rules made thereunder, to the extent in force

pursuant to notification of the Notified Sections

19

Term/Abbreviation Description

Competition Act The Competition Act, 2002, as amended

Delisting Regulations Securities Exchange Board of India (Delisting of Equity Shares) Regulations, 2009,

as amended from time to time

Depositories Act The Depositories Act, 1996, as amended

Depository A body corporate registered under the SEBI (Depositories and Participant)

Regulations, 1996

Depository Participant A depository participant as defined under the Depositories Act

DIPP The Indian Department of Industrial Policy and Promotion, Ministry of Commerce

and Industry, Government of India

DP ID Depository Participant’s Identity

DP/Depository Participant A depository participant as defined under the Depositories Act, 1996

EBITDA Earnings before interest, tax, depreciation and amortisation

ECS Electronic Clearing Service

Eligible FPIs FPIs that are eligible to participate in the Issue and does not include Category III

Foreign Portfolio Investors (who are not eligible to participate in the Issue)

EGM Extraordinary General Meeting

EPS Earnings Per Share, i.e., profit after tax for a fiscal year divided by the weighted

average outstanding number of equity shares during that fiscal year

FCNR(B) Foreign currency non-resident (bank)

FDI Foreign direct investment

FDI Policy Consolidated Foreign Direct Investment Policy notified under Circular No. 1 of

2014, effective from April 17, 2014, as amended from time to time

FEMA The Foreign Exchange Management Act, 1999 together with rules and regulations

thereunder

FEMA 20 The Foreign Exchange Management (Transfer or Issue of Security by a Person

Resident Outside India) Regulations, 2000, as amended

FIIs Foreign institutional investors as defined under the SEBI FPI Regulations

Financial Year or Fiscal Year Period of 12 months ended 31 March of that particular year, unless otherwise stated

FIPB Foreign Investment Promotion Board of the Ministry of Finance, Government of

India

Form PAS-4 Form PAS-4 prescribed under the Companies (Prospectus and Allotment of

Securities) Rules, 2014

FPI Foreign portfolio investors as defined under the SEBI FPI Regulations and includes

person who has been registered under the SEBI FPI Regulations. Any foreign

institutional investor or qualified foreign investor who holds a valid certificate of

registration is deemed to be a foreign portfolio investor till the expiry of the block

of three years for which fees have been paid as per the Securities and Exchange

Board of India (Foreign Institutional Investors) Regulations, 1995 as well as a QFI

till January 6, 2015 or till it obtains a certificate of registration as an FPI,

whichever is earlier

FVCI Foreign venture capital investors as defined and registered with SEBI under the

Securities and Exchange Board of India (Foreign Venture Capital Investors)

Regulations, 2000, as amended

GAAP Generally accepted accounting principles of India

GAAR General Anti-Avoidance Rules

GDP Gross Domestic Product

GIR Number General Index Registry Number

GoI/Government Government of India, central or state, as applicable

GST Goods and services tax; a proposed reform to Indian tax laws relating to indirect

taxes on goods and services

HNIs High net worth individuals

HUF Hindu undivided family

ICAI The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards of the International Accounting

Standards Board

IND-AS Indian accounting standards converged with IFRS, which has been proposed for

implementation by the ICAI

India The Republic of India

20

Term/Abbreviation Description

Indian GAAP Generally Accepted Accounting Principles followed in India

ISO International Standards Organisation

IT Information Technology

IT Act The Income Tax Act, 1961, as amended

Listing Agreement Listing Agreement executed between the Company and the Stock Exchanges

MAT Minimum alternate tax

MCA The Ministry of Corporate Affairs, Government of India

MoU Memorandum of understanding

Mn/Million Million

NEAT National Exchange for Automated Trading

NEFT National electronic fund transfer

NGOs Non-government organisations

NHAI The National Highways Authority of India

Notified Sections Sections of the Companies Act, 2013 that have been notified by the Government of

India

NRE Non-resident (external)

NRI Non-resident Indian

NRO Non-resident Ordinary

NSDL National Securities Depositaries Limited

NSE The National Stock Exchange of India Limited

p.a. Per annum

P/E Ratio Price/Earnings Ratio

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

PMLA The Prevention of Money Laundering Act, 2002

Prudential Norms Prudential norms on income recognition, asset classification and provisioning

pertaining to advances issued by the RBI on July 1, 2013

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended

Regulation S Regulation S under the Securities Act

RoC The Registrar of Companies, Maharashtra at Mumbai

Rs./Rupees/INR/₹ The official currency of India

SCR (SECC) Rules Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)

Regulations, 2012, notified by the SEBI

SCRA Securities Contracts (Regulation) Act 1956, as amended

SCRR Securities Contracts (Regulation) Rules 1957, as amended

SEBI The Securities Exchange Board of India

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended

SEBI FII Regulations The Securities and Exchange Board of India (Foreign Institutional Investors)

Regulations, 1995, as amended

SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014, amended

SEBI Insider Trading

Regulations

The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992, as amended

SEBI Regulations The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as

amended

SEC United States Securities and Exchange Commission

SENSEX Index of 30 stocks traded on BSE representing a sample of large and liquid listed

companies

Securities Act The U.S. Securities Act of 1933, as amended

SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended

Stock Exchanges BSE and NSE

STT Securities Transaction Tax

Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeover) Regulations, 2011, as amended

U.K. United Kingdom

21

Term/Abbreviation Description

U.S. $/U.S. dollar United States Dollar, the legal currency of the United States of America

U.S. GAAP Generally accepted accounting principles in the United States of America

USA/U.S./United States The United States of America

VCF A Venture Capital Fund, as defined and registered with SEBI under the Securities

and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 or

the erstwhile Securities and Exchange Board of India (Venture Capital Funds)

Regulations, 1996, as the case may be

Technical and Industry Terms

Term/Abbreviation Full Form/Description

BOT Build–operate–transfer

CAGR Compound Annual Growth Rate

Eleventh Plan Eleventh five year plan of the Planning Commission, Governemnt of India for the

period during 2007 to 2012

EPC Engineering, procurement and construction

Twelfth Plan Eleventh five year plan of the Planning Commission, Governemnt of India for the

period during 2012 to 2017

PPP projects Public-private partnership projects

22

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT,

2013

The table below sets out the disclosure requirements as provided in PAS-4 and the relevant pages in this Preliminary

Placement Document where these disclosures, to the extent applicable, have been provided:

Sr.

No.

Disclosure Requirements Relevant page of

this Preliminary

Placement

Document 1. GENERAL INFORMATION

a. Name, address, website and other contact details of the company indicating

both registered office and corporate office.

Cover Page, 177

b. Date of incorporation of the company. Cover Page

c. Business carried on by the company and its subsidiaries with the details of

branches or units, if any.

94

d. Brief particulars of the management of the company. 115

e. Names, addresses, DIN and occupations of the directors. 115

f. Management’s perception of risk factors. 36

g. Details of default, if any, including therein the amount involved, duration

of default and present status, in repayment of:

(i)

Statutory dues; 170, 171

(ii) Debentures and interest thereon; Not Applicable

(iii) Deposits and interest thereon; and Not Applicable

(iv) Loan from any bank or financial institution and interest thereon. 171

h. Names, designation, address and phone number, email ID of the nodal/

compliance officer of the company, if any, for the private placement offer

process.

177

2. PARTICULARS OF THE OFFER

a. Date of passing of board resolution. 29

b. Date of passing of resolution in the general meeting, authorising the offer

of securities.

29

c. Kinds of securities offered (i.e. whether share or debenture) and class of

security.

29

d. Price at which the security is being offered including the premium, if any,

along with justification of the price.

29

e. Name and address of the valuer who performed valuation of the security

offered.

Not applicable

f. Amount which the company intends to raise by way of securities. 29

g. Terms of raising of securities:

(i) Duration, if applicable; Not applicable

(ii)

Rate of dividend; 67

(iii) Rate of interest; Not applicable

(iv) Mode of payment; and Not applicable

(v) Repayment. Not applicable

h. Proposed time schedule for which the offer letter is valid. 17

i. Purposes and objects of the offer. 63

j. Contribution being made by the promoters or directors either as part of the

offer or separately in furtherance of such objects.

63

k. Principle terms of assets charged as security, if applicable. Not applicable

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS,

LITIGATION ETC

a. Any financial or other material interest of the directors, promoters or key

managerial personnel in the offer and the effect of such interest in so far as

it is different from the interests of other persons.

120, 122, 123

b. Details of any litigation or legal action pending or taken by any Ministry or

Department of the Government or a statutory authority against any

promoter of the offeree company during the last three years immediately

preceding the year of the circulation of the offer letter and any direction

170

23

Sr.

No.

Disclosure Requirements Relevant page of

this Preliminary

Placement

Document issued by such Ministry or Department or statutory authority upon

conclusion of such litigation or legal action shall be disclosed.

c. Remuneration of directors (during the current year and last three financial

years).

121,122

d. Related party transactions entered during the last three financial years

immediately preceding the year of circulation of offer letter including with

regard to loans made or, guarantees given or securities provided.

85, 174

e. Summary of reservations or qualifications or adverse remarks of auditors in

the last five financial years immediately preceding the year of circulation

of offer letter and of their impact on the financial statements and financial

position of the company and the corrective steps taken and proposed to be

taken by the company for each of the said reservations or qualifications or

adverse remark.

33

f. Details of any inquiry, inspections or investigations initiated or conducted

under the Companies Act or any previous company law in the last three

years immediately preceding the year of circulation of offer letter in the

case of company and all of its subsidiaries. Also if there were any

prosecutions filed (whether pending or not) fines imposed, compounding of

offences in the last three years immediately preceding the year of the offer

letter and if so, section-wise details thereof for the company and all of its

subsidiaries.

170

g. Details of acts of material frauds committed against the company in the last

three years, if any, and if so, the action taken by the company.

171

4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company in the following manner in a tabular

form:

(i)(a) The authorised, issued, subscribed and paid up capital (number of

securities, description and aggregate nominal value);

65

(b) Size of the present offer; and 65

(c) Paid up capital: 65

(A) After the offer; and 65

(B) After conversion of convertible instruments (if applicable); Not applicable

(d) Share premium account (before and after the offer). 65

(ii) The details of the existing share capital of the issuer company in a tabular

form, indicating therein with regard to each allotment, the date of

allotment, the number of shares allotted, the face value of the shares

allotted, the price and the form of consideration.

65

Provided that the issuer company shall also disclose the number and price

at which each of the allotments were made in the last one year preceding

the date of the offer letter separately indicating the allotments made for

considerations other than cash and the details of the consideration in each

case.

65

b. Profits of the company, before and after making provision for tax, for the

three financial years immediately preceding the date of circulation of offer

letter.

174

c. Dividends declared by the company in respect of the said three financial

years; interest coverage ratio for last three years (Cash profit after tax plus

interest paid/interest paid).

67, 86

d. A summary of the financial position of the company as in the three audited

balance sheets immediately preceding the date of circulation of offer letter.

32

e. Audited Cash Flow Statement for the three years immediately preceding

the date of circulation of offer letter.

174

f. Any change in accounting policies during the last three years and their

effect on the profits and the reserves of the company.

174

5. A DECLARATION BY THE DIRECTORS THAT

a. The company has complied with the provisions of the Act and the rules

made thereunder.

176

24

Sr.

No.

Disclosure Requirements Relevant page of

this Preliminary

Placement

Document b. The compliance with the Act and the rules does not imply that payment of

dividend or interest or repayment of debentures, if applicable, is guaranteed

by the Central Government.

c. The monies received under the offer shall be used only for the purposes

and objects indicated in the Offer letter.

25

SUMMARY OF BUSINESS

Overview

We are a civil engineering construction company involved in the construction of roads, highways bridges, flyovers,

commercial and residential buildings, water infrastructure, power projects and railway infrastructure. We provide

construction services as an EPC contractor, principal contractor and sub-contractor across various states in India and we

undertake our road projects on a BOT basis. We have been listed on the BSE and the NSE since 2007. Our Company’s

consolidated revenue for FY 2014, FY 2013 and FY 2012 amounted to ₹ 25,904.74 million, ₹ 23,382.94 million and ₹

17,307.39 million, respectively, and for the six months period ended September 30, 2014 on a standalone basis, amounted

to ₹ 7,026.10 million.

The business of our Company is segregated into the following independent business verticals:

Roads Division: Over the past decade, our Company has developed core expertise in the field of construction of roads

and highways. Our roads division undertakes the construction, realignment, widening, strengthening, rehabilitation,

upgrading and maintenance of highways, carriageways and roads in India. Under this business vertical we are also

engaged in the construction of flexible pavements. As on September 30, 2014 the outstanding order book of the roads

division of our Company was ₹ 20,663 million. We undertake to design and execute construction projects to our

client’s requirement on a turnkey basis. In the roads and highway sector, we also undertake to work on a ‘build,

operate and transfer’ or BOT basis through our subsidiary companies viz. Supreme Infrastructure BOT Private

Limited and Supreme Infrastructure BOT Holdings Limited.

Bridges Division: Our bridges division has undertaken projects for design and construction of flyovers, and

underpasses. We have also undertaken special bridges projects like the stay cable bridges. As on September 30, 2014

the outstanding orders of the bridges division of our Company was ₹ 3,964 million.

Buildings Division: Our Company has undertaken the construction of commercial buildings, information technology

parks, hospitals, residential townships for the Indian army, temples, schools, and construction and strengthening of

nallahs. As on September 30, 2014 the order book of the buildings division stood at ₹ 20,102 million.

Power Division: Our Company has undertaken work for distribution of power at the domestic user end by means of

cable laying and installation of step-down & step-up voltage stabilizers on EPC basis. As on September 30, 2014, the

outstanding order book of the power projects of our Company was ₹ 2,277 million.

Water Infrastructure Division: Our water infrastructure division has undertaken integrated engineering and design

works for various water work related projects such as design & construction of water pumping stations, sewage

pumping stations and water treatment plants. Projects for the laying of distribution pipeline networks for portable as

well as sewage and storm water systems are also executed by our Company. We also undertake works for

implementing irrigation projects such as canal lining and other allied works. As on September 30, 2014 the

outstanding order book of the water infrastructure division of our Company was ₹ 5,132 million.

Railway Division: Our Company is involved in the construction of funicular railway bridges, extension of bridges,

extension of platforms and construction of car sheds. As on September 30, 2014 our Company has a railway projects

order book of ₹ 543 million.

Competitive Strengths

We believe the following as our principal competitive strengths:

Experience and know how

With over 10 years of experience in executing road and highway projects, beginning with the road sector including

highways, and subsequently expanding to the building, power, water infrastructure and railway infrastructure sectors

across the country, we believe we have developed in depth industry expertise across infrastructure projects. We have

undertaken multiple projects on a BOT basis as well. Prior experience in BOT projects is an important prequalification

criterion for certain of the more significant BOT projects. This track record enables us to meet the technical

prequalification requirements for bidding for potential projects.

26

Strong Order Book and diversified portfolio across various sectors and geographic locations

Our Company’s total outstanding Order Book as on September 30, 2014 was ₹ 52,681 million, diversified across sectors

and geographies.

Our projects are geographically dispersed across various states in the country. Through a presence in different sectors and

in different regions of the country, we believe we are able to mitigate concentration risks associated with operations in

specific segment and specific regions. We have a presence across India and currently provide services across various

states. Our operations are supported by our corporate headquarters in Mumbai, our regional offices in Gurgaon and

Kolkata.

We believe we have created a diversified and sustainable business model, which has grown our revenues. We also believe

that such a diversified business portfolio diminishes the risks associated with the dynamics of any particular sector while

also simultaneously helping us to benefit from the synergies of operating diverse businesses.

Backward Integration

Our Company has 7 quarries and several crusher plants, RMC plants and asphalt plants. We have undertaken backward

integration to manufacture ready mix concrete, asphalt and wet mix mecadam which is used for our construction activity.

The availability of the ready mix transit mixers enables us to service multiple locations for our contracts from a single

nodal point. This in turn helps us in timely servicing of multi-location requirements. Use of ready mix for various projects

undertaken by the Company and sale of this ready mix to third parties results in augmenting our revenues and margins.

We also have access to raw materials that are produced in house. This ensures smooth and uninterrupted supply of raw

materials enabling timely delivery of projects and higher margins. This also reduces the effect of increasing prices of the

raw materials. We handle diverse construction projects, each having its own set of requirements and technical challenges.

Having such an asset base provides assurance on quality of supplies and is advantageous for our business giving us an

edge over our competitors.

Proven execution capabilities

On-time performance

We have received appreciation from our clients for on time completion in relation to the following projects:

North and South Kasheli Bridge Project; and

Jaipur Flyover

Additionally, we follow cost per mile – program evaluation and review technique for allocation of time used for

completion of a project, thereby clearly demarcating the time lines for various activities.

Demonstrated ability to work successfully in partnerships

We have demonstrated our ability to work successfully with various domestic partners, such as Petron Engineering

Construction Limited, MBL Infrastructures Limited, Zanders Engineers Limited and Brahmaputra Infrastructure Limited

on a wide variety of projects in India.

We have established good working relationships with many sub-contractors supporting our various divisions. Such

relationships facilitate an efficient deployment of human resources and extend our execution capabilities.

Large fleet of owned machineries and equipment

In the infrastructure sector timely completion of projects is of utmost importance. Ownership on machinery and

equipment significantly decreases dependence on external sources for equipment supplies. We own a number of plants

and equipment required for construction activities such as tippers, transit mixers, backhoe loaders, excavators, wheel

loaders, concrete pumps, motor graders, pick and carry planes, crawler cranes, hydraulic rotary rigs, rollers, tractors,

water tankers, trailers and milling machines.

Acknowledged reputation

We have received several awards from various industry bodies. These include:

27

‘Fastest Growing Construction Company (mid-size – 1st Rank)’ at the 10

th Construction World Awards in 2012;

Industry Honour for ‘Outstanding Contribution in Specialised Construction (EPC Category) at the 3rd

EPC

World Awards 2012;

‘Fastest Growing Construction Company (Small Category – 2nd

Rank)’ at the 9th

Construction World Annual

Awards 2011;

‘Most Admired Corporate in Infrastructure Development’ at the Infrastructure Excellence Awards 2010.

‘Fastest Growing Construction Company (Small Category – 2nd

Rank)’ at the 8th

Construction World Annual

Awards 2010

Experienced management team and highly qualified staff

As of September 30, 2014, we had approximately 889 permanent employees and approximately 1,235 temporary

employees for our operations. This manpower comprises of an experienced management team and a qualified and skilled

work force. Our employees are qualified in terms of technical expertise and have experience in handling contracts which

enables us to accurately estimate and manage costs for the projects for which we bid. We provide our staff with a high

growth environment and continuous training programmes. Our Managing Director, Mr. Vikram Sharma has been

awarded the ‘Infra Person of the Year’ at the EPC World Awards 2013.

Strategy

Our vision is to be a leading construction and infrastructure enterprise in India, committed to quality, timely completion of

projects, customer satisfaction, continuous learning and enhancement of stakeholders’ value. To achieve this goal, we

have identified 3 primary strategic objectives for our future development:

Enhance our execution capabilities

Quality of product and timely completion of projects are critical to success in the construction industry. As a result, we

aim to:

consistently deliver a quality product meeting all relevant specifications and requirements;

achieve enhanced customer satisfaction through cost effective and timely completion;

increase the size and capabilities of our in house design and engineering teams;

motivate and train our staff for continual improvement of productivity and quality standards; and

update and implement our procedures in line with developments in international standards.

Leverage and strengthen our market position to benefit from growth factors in our current core markets, and to

expand and diversify into new sectors.

We intend to undertake technically complex, turnkey and design-build projects either alone or through joint ventures if

required. Further, we also intend to continue to control operating and overhead costs to maximize our operating margins.

To facilitate efficient and cost-effective decision-making, we intend to continue to strengthen our internal systems. This

enables us to have better operating margins. Efficient use of the raw material and our fleet of construction equipment

ensure that we maintain high operating margins

We believe that we have developed a reputation for undertaking challenging construction projects from both, the

government as well as private companies. We intend to continue focusing on performance and project execution

capabilities in order to maximize client satisfaction.

We have catered to a range of sectors, which has contributed in increasing our technical knowhow, capabilities, and

spectrum of service offerings. This has also enabled us to de-risk our business model and we plan to further diversify our

portfolio by extending our services to newer sectors. Using our design build model and turnkey capabilities, we intend to

concentrate on projects and geographies where we can retain a competitive edge and seek better margins. For instance, we

have in the recent past increased our portfolio of private projects yielding higher margins, as well as expanded into new

segments such as solar power.

28

Develop and maintain strong relationships with our clients and strategic partners

Our services significantly depend on procuring construction contracts undertaken by the government, semi-governmental

authorities and other projects by private companies. Our business is also dependent on developing and maintaining

strategic alliances with other contractors with whom we may want to enter into project-specific joint ventures or

subcontracting relationships for specific purposes. We will continue to develop and maintain these relationships in both

the client and vendor space. We intend to establish relationships and share risks with companies whose resources, skills

and strategies are complementary to our business and are likely to enhance our opportunities.

29

SUMMARY OF THE ISSUE

The following is a general summary of this Issue. This summary should be read in conjunction with, and is qualified in

its entirety by, more detailed information appearing elsewhere in this Preliminary Placement Document, including

under the sections “Risk Factors”, “Use of Proceeds”, “Placement”, “Issue Procedure” and “Description of the Equity

Shares” on page 36, 63, 137 and 148, respectively of this Preliminary Placement Document.

Issuer Supreme Infrastructure India Limited

Issue Size Up to [●] Equity Shares aggregating up to ₹ [●] million.

A minimum of 10% of the Issue Size, or at least [●] Equity Shares, shall be available

for Allocation to Mutual Funds only, and the balance [●] Equity Shares shall be

available for Allocation to all QIBs, including Mutual Funds.

In case of under-subscription or no subscription in the portion available for

Allocation only to Mutual Funds, such portion or part thereof may be Allocated to

other QIBs.

Issue Price ₹ [●] per Equity Share

Date of Board Resolution August 14, 2014

Date of Shareholders’

Resolution

September 12, 2014

Floor Price The floor price of ₹ 277.39 which has been calculated in accordance with Chapter

VIII of the SEBI Regulations. In terms of the SEBI Regulations, the Issue Price

cannot be lower than the Floor Price.

Eligible Investors QIBs as defined in regulation 2(1)(zd) of the SEBI Regulations other than foreign

venture capital investors and international multilateral and bilateral development

financial institutions and not excluded pursuant to Regulation 86 of the SEBI

Regulations who are outside of the United States acquiring Equity Shares in an

offshore transaction in reliance on Regulation S. See “Issue Procedure –Qualified

Institutional Buyers” on page 132 of this Preliminary Placement Document.

Equity Shares issued and

outstanding immediately

prior to this Issue

220,92,087 Equity Shares.

Equity Shares issued and

outstanding immediately

after this Issue

[●] Equity Shares.

Lock-up The Promoters and Promoter Group jointly and severally, agrees that, without the

prior written consent of the Book Running Lead Managers, he or it will not, and

will not announce any intention to enter into any transaction whether any such

transaction which is to be settled by delivery of Equity Shares, or such other

securities, in cash or otherwise, during the period commencing on the date hereof

and ending 180 days after the date of Allotment of the Equity Shares pursuant to

the QIP (the “Lock-up Period”), directly or indirectly, issue, offer, lend, sell,

contract to sell, pledge, encumber, sell any option or contract to purchase, purchase

any option or contract to sell, grant any option, right or warrant to purchase, make

any short sale, lend or otherwise transfer or dispose of directly or indirectly, any

Equity Shares, including but not limited to any options or warrants to purchase any

Equity Shares, or any securities convertible into or exercisable or exchangeable for,

or that represent the right to receive, Equity Shares or enter into any swap or other

agreement that transfers, directly or indirectly, in whole or in part, any of the

economic consequences of ownership of the Equity Shares or any securities

convertible into or exercisable or exchangeable for Equity Shares or deposit any

Equity Shares, or any securities convertible into or exercisable or exchangeable for

the Equity Shares or which carry the rights to subscribe for or purchase Equity

Shares, in any depositary receipt facility or enter into any transaction (including a

transaction involving derivatives) having an economic effect similar to that of a

sale or deposit of Equity Shares in any depositary receipt facility. However, the

foregoing restrictions shall not be applicable if any of the actions mentioned above

30

are required to be undertaken pursuant to any employee stock option scheme or

inter-se transfers between promoter group or any change in applicable law, or a

direction of a court of law or the Reserve Bank of India post the date of execution

of the Placement Agreement.

In addition, each the promoter and promoter group, jointly and severally, agrees

that, without the prior written consent of the BRLMs, he or it will not, during the

Lock-up Period, make any demand for or exercise any right with respect to, the

registration or sale or deposition of any Equity Shares or any other securities of the

Company substantially similar to the Equity Shares, including, but not limited to

options, warrants or other securities that are convertible into, exercisable or

exchangeable for, or that represent the right to receive Equity Shares or any such

substantially similar securities, whether now owned or hereinafter acquired

The Company has undertaken that it will not during the period commencing on the

date hereof and ending 180 days from the date of Allotment, without the prior

written consent of the Book Running Lead Managers, directly or indirectly:

(a) offer, sell, pledge, issue, contract to issue, grant any option, right or warrant

for the issuance and allotment, or otherwise dispose of or transfer, or establish

or increase a put equivalent position or liquidate or decrease a call equivalent

position with respect to, any Equity Shares or securities convertible into or

exchangeable or exercisable for Equity Shares (including any warrants or

other rights to subscribe for any Equity Shares) or publicly announce an

intention with respect to any of the foregoing,

(b) enter into a transaction which would have the same effect, or enter into any

swap, hedge or other arrangement that transfers, directly or indirectly, in

whole or in part, any of the economic consequences of ownership of any

Equity Shares, whether any such aforementioned transaction is to be settled

by allotment of any Equity Shares, in cash or otherwise or any securities

convertible into or exercisable or exchangeable for Equity Shares, or

(c) deposit Equity Shares with any other depositary in connection with a

depositary receipt facility or

(d) publicly disclose the intention to make any such offer, issuance and allotment

or disposition, or to enter into any such transaction falling within (a) to (c)

above (including swap, hedge or other arrangement) having an economic

effect similar to that of an issue or offer or deposit of Equity Shares in any

depositary receipt facility or publicly announce any intention to enter into any

transaction falling within (a) to (c) above.

Transferability

Restrictions

The Equity Shares to be issued pursuant to this Issue shall not be sold for a period

of one year from the date of Allotment, except on the floor of the Stock Exchanges.

See the section “Transfer Restrictions” on page 144 of this Preliminary Placement

Document.

Use of Proceeds The gross proceeds from this Issue will be approximately ₹ [●] million. The net

proceeds from this Issue, after deducting fees, commissions and expenses of this

Issue, will be approximately ₹ [●] million.

See the section “Use of Proceeds” on page 63 of this Preliminary Placement

Document for information regarding the use of net proceeds from this Issue.

Risk Factors See the section “Risk Factors” on page 36 of this Preliminary Placement Document

for a discussion of risks that prospective investors should consider before investing

in the Equity Shares.

Pay-In Date Last date specified in the CAN sent to the QIBs for payment of application money

for Equity Shares issued pursuant to the Issue.

Listing The Company has made applications to the BSE and NSE and has obtained

in-principle approvals each dated January 20, 2015 in terms of clause 24(a) of the

Listing Agreement, respectively for listing of the Equity Shares issued pursuant to

this Issue from each of such Stock Exchanges. Our Company will make

applications to each of the Stock Exchanges to obtain final listing and trading

approvals for the Equity Shares after Allotment of the Equity Shares in the Issue.

31

Closing The Allotment of the Equity Shares, expected to be made on or about [●].

Ranking The Equity Shares to be issued pursuant to this Issue shall be subject to the

provisions of the Memorandum of Association and Articles of Association and

shall rank pari passu in all respects with the existing Equity Shares of the

Company, including rights in respect of dividends.

The shareholders of the Company (who hold Equity Shares as on the record date)

will be entitled to participate in dividends and other corporate benefits, if any,

declared by the Company after the Closing Date, in compliance with the

Companies Act, the Listing Agreement and other applicable laws and regulations.

Shareholders may attend and vote in shareholders’ meetings in accordance with the

provisions of the Companies Act. See the sections “Dividend Policy” and

“Description of the Equity Shares” on page 67 and 148, respectively of this

Preliminary Placement Document.

Security Codes for

the Equity Shares

ISIN INE550H01011

BSE Scrip Code 532904

NSE Scrip Code SUPREMEINF

32

SUMMARY FINANCIAL INFORMATION

The summary financial information provided below as at and for the Fiscal Years ended March 31, 2014, March 31, 2013

and March 31, 2012, have been derived from our Company’s audited consolidated financial statements for the respective

years.

A - 1

ConsolIdAted BAlAnCe sheetas at 31 March 2014

Amounts in `Notes As at

31 March 2014 As at

31 March 2013

Equity and liabilitiesShareholders' fundsShare capital 2 254,469,610 221,919,610 Reserves and surplus 3 7,135,891,543 5,827,716,022 Convertible warrants [Refer note 2(h)] 92,500,000 - 7,482,861,153 6,049,635,632 Minority interest 817,833,046 833,578,687 Non-current liabilitiesLong-term borrowings 4 20,067,285,843 14,235,206,249 Deferred tax liability (net) 5 9,586,223 111,435,923 Long-term provisions 6 141,753,378 42,293,667

20,218,625,444 14,388,935,839 Current liabilitiesShort-term borrowings 7 8,429,534,781 7,264,224,958 Trade payables 8 2,979,318,286 3,419,142,524 Other current liabilities 9 6,107,388,719 4,815,116,722 Short-term provisions 6 459,419,690 130,970,525

17,975,661,476 15,629,454,729 Total 46,494,981,119 36,901,604,887 AssetsNon-current assetsFixed assetsTangible assets 10 3,103,774,954 3,274,890,233 Intangible Assets 11 9,782,965,399 7,661,293,010 Capital work-in-progress - 31,306,922 Intangible assets under development 15,637,475,212 7,925,698,106 Non-current investments 12 861,309,336 863,679,798 Deferred tax assets (net) 13 14,812,251 - Long-term loans and advances 14 203,572,974 190,929,132 Other non-current assets 15 1,554,457 19,767,885

29,605,464,583 19,967,565,086 Current assetsCurrent investments 16 19,034,743 118,839,339 Inventories 17 2,445,333,213 2,302,748,915 Trade receivables 18 9,250,681,650 8,396,002,606 Cash and bank balances 19 1,422,596,529 1,988,937,384 Short-term loans and advances 14 3,751,870,401 4,127,511,557

16,889,516,536 16,934,039,801 Total 46,494,981,119 36,901,604,887

Notes 1 to 43 form an integral part of these financial statements This is the balance sheet referred to in our report of even date For Walker Chandiok & Co LLP For Shah & Kathariya For and on behalf of the Board of Directors (formerly Walker, Chandiok & Co) Chartered Accountants Chartered Accountants Amyn Jassani Ronak Dharnidharka B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 30 May 2014 Date : 30 May 2014 Date : 30 May 2014

SUPREME INFRASTRUCTURE INDIA LIMITED 82

A - 2

ConsolIdAted stAtement of profIt And lossfor the year ended 31 March 2014

Amounts in `Notes Year ended

31 March 2014 Year ended

31 March 2013

Revenue

Revenue from operations 20 25,822,572,373 23,328,761,868

Other income 21 82,169,140 54,181,915

Total 25,904,741,513 23,382,943,783

Expenses

Material consumed and contractor costs 22 19,575,973,287 18,781,914,579

Changes in work-in-progress 23 (5,814,173) (125,695,719)

Employee benefit expense 24 812,854,519 558,966,445

Finance costs 25 2,442,928,250 1,656,932,153

Depreciation and amortisation 26 767,110,467 532,805,016

Other expenses 27 941,420,473 469,192,503

Total 24,534,472,823 21,874,114,977

Profit before tax, minority interest and share of profit/(loss) of associate 1,370,268,690 1,508,828,806

Tax expense

Current tax (710,998,167) (504,931,827)

Deferred tax credit/(charge) 116,661,951 (1,610,142)

Tax adjustment for earlier years - (24,363,970)

Profit before minority interest and share of profit/(loss) of associate 775,932,474 977,922,867

Share of profit/(loss) of associate - (54,667)

Less : Share of profit/(loss) of minority interest 15,745,641 23,769,514

Net profit for the year 791,678,115 1,001,637,714

Earnings per equity share (Face value of ` 10 each) 28

Basic 44.74 59.81

Diluted 43.36 59.81

Notes 1 to 43 form an integral part of these financial statements This is the statement of profit and loss referred to in our report of even date For Walker Chandiok & Co LLP For Shah & Kathariya For and on behalf of the Board of Directors (formerly Walker, Chandiok & Co) Chartered Accountants Chartered Accountants Amyn Jassani Ronak Dharnidharka B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 30 May 2014 Date : 30 May 2014 Date : 30 May 2014

ANNUAL REPORT 2013-1483

A - 3

ConsolIdAted CAsh flow stAtementfor the year ended 31 March 2014

Amounts in ` Year ended

31 March 2014 Year ended

31 March 2013

A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 1,370,268,690 1,508,828,806

Adjustment for:

Depreciation and amortisation 767,110,467 532,806,017

Provision for resurfacing expenses 63,316,196 17,406,844

Provision for doubtful advances 12,600,000 -

Provision for doubtful debts 270,300,000 30,150,000

Provision for diminution in value of investment 2,300,000 -

Profit on redemption of mutual funds (3,309,967) 3,481,632

Interest income (67,596,900) (50,498,743)

Dividend income (2,272,837) (91,138)

Interest expenses 2,442,928,250 1,656,932,152

Operating profit before working capital changes 4,855,643,899 3,699,015,570

Adjustment for:

Increase in trade and other payables 445,486,104 1,251,886,119

Increase in inventories (142,584,298) (335,649,921)

Increase in trade receivables (1,124,979,044) (2,418,261,715)

Decrease in non current assets 18,213,428 27,156,053

Decrease / (Increase) in loans and advances 430,216,441 (705,726,947)

Cash generated from operating activities 4,481,996,530 1,518,419,160

Income taxes paid (380,962,264) (591,742,346)

Net cash generated from operating activities 4,101,034,266 926,676,814

B. CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of tangible assets (11,068,029,744) (7,250,834,429)

(including capital work in progress and intangible assets under development)

Investments in shares/ debentures/ mutual funds (40,046,510) (869,967,208)

Sale of investment 109,031,535 37,081,632

Interest received 67,596,900 50,498,743

Dividends received 2,272,837 91,138

Net investments in bank deposits (having original maturity of more than three months) 31,852,601 (370,580,798)

Net cash used in investing activities (10,897,322,381) (8,403,710,922)

SUPREME INFRASTRUCTURE INDIA LIMITED 84

A - 4

ConsolIdAted CAsh flow stAtementfor the year ended 31 March 2014

For Walker Chandiok & Co LLP For Shah & Kathariya For and on behalf of the Board of Directors (formerly Walker, Chandiok & Co) Chartered Accountants Chartered Accountants Amyn Jassani Ronak Dharnidharka B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 30 May 2014 Date : 30 May 2014 Date : 30 May 2014

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceed from issue of equity shares 618,800,000 1,033,293,700

Proceeds from issue of convertible warrants 92,500,000 -

Proceed from issue of preference shares - 1,091,453,380

Proceeds from borrowings 9,126,847,604 8,543,188,930

Repayment of borrowings (1,398,904,567) (1,097,269,211)

Interest paid (2,138,036,622) (1,656,932,152)

Dividends paid (including dividend tax) (39,406,553) (23,882,210)

Net cash generated from financing activities 6,261,799,862 7,889,852,437

Net increase/(decrease) in cash and cash equivalents (534,488,253) 412,818,329

Cash and cash equivalents as at the beginning of the year 822,917,927 410,099,598

Cash and cash equivalents as at the end of the year (Also refer note 19) 288,429,674 822,917,927

Notes :

a) All figures in bracket are outflow

b) Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.

c) Cash and cash equivalent is cash and bank balance as per balance sheet including fixed deposits as the original maturity of the same is within three months.

d) The cash flow statement has been prepared under indirect method as per the Accounting Standard 3 ‘Cash Flow Statement’ issued by the Institute of Chartered Accountants of India.

This is the consolidated cash flow statement referred to in our report of even date

Amounts in ` Year ended

31 March 2014 Year ended

31 March 2013

ANNUAL REPORT 2013-1485

A - 5

086 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Consolidated Balance Sheet as at 31 March 2013

Amounts in `Notes As at

31 March 2013 As at

31 March 2012Equity and liabilitiesShareholders' fundsShare capital 2 221,919,610 192,420,870 Reserves and surplus 3 5,827,716,022 3,345,294,394

6,049,635,632 3,537,715,264

Minority Interest 833,578,687 258,581,904

Non-current liabilitiesLong-term borrowings 4 14,235,206,249 9,781,921,281 Deferred tax liability (net) 5 111,435,923 109,825,780 Long-term provisions 6 42,293,667 18,549,971

14,388,935,839 9,910,297,032 Current liabilitiesShort-term borrowings 7 7,264,224,958 5,080,943,727 Trade payables 8 3,419,142,524 1,899,608,871 Other current liabilities 9 4,815,116,722 3,460,456,472 Short-term provisions 6 93,661,530 140,922,899

15,592,145,734 10,581,931,969 Total 36,864,295,892 24,288,526,169 AssetsNon-current assetsFixed assets

Tangible assets 10 3,274,890,233 3,061,490,907 Intangible assets 11 7,661,293,010 2,284,540,055 Capital work-in-progress 31,306,922 58,359,847 Intangible assets under development 7,925,698,106 5,928,163,340

Non-current investments 12 863,679,798 103,686,475 Long-term loans and advances 13 153,620,137 154,882,105 Other non-current assets 14 19,767,885 46,923,938

19,930,256,091 11,656,046,667 Current assetsCurrent investments 15 118,839,339 49,428,718 Inventories 16 2,302,748,915 1,967,098,994 Trade receivables 17 8,396,002,606 6,007,890,891 Cash and bank balances 18 1,988,937,384 1,205,538,257 Short-term loans and advances 13 4,127,511,557 3,402,522,642

16,934,039,801 12,632,479,502 Total 36,864,295,892 24,288,526,169 Significant Accounting Policies 1

The notes referred to above form an integral part of the financial statements This is the consolidated balance sheet referred to in our report of even date For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of Directors Chartered Accountants Chartered Accountants Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 28 May 2013 Date : 28 May 2013 Date : 28 May 2013

A - 6

087

Consolidated Statement of Profit and Loss for the year ended 31 March 2013

Amounts in `

Notes Year ended 31 March 2013

Year ended 31 March 2012

Revenue

Revenue from operations 19 23,328,761,868 17,269,867,169

Other income 20 54,181,915 37,531,641

Total 23,382,943,783 17,307,398,810

Expenses

Material and contractor costs 21 18,809,189,688 14,038,577,556

Changes in work-in-progress 22 (125,695,719) (234,737,598)

Employee benefit expense 23 558,966,445 386,137,217

Finance costs 24 1,656,932,152 1,239,329,784

Depreciation and amortisation expense 25 532,806,016 360,449,025

Other expenses 26 441,916,395 333,715,218

Total 21,874,114,977 16,123,471,202

Profit before tax, minority interest and share of profit/(loss) of associate 1,508,828,806 1,183,927,608

Tax expense

Current tax (504,931,827) (349,231,902)

Deferred tax (1,610,142) (20,832,656)

Tax adjustment for earlier years (24,363,970) -

Profit before minority interest and share of profit/(loss) of associate 977,922,867 813,863,050

Share of profit/(loss) of associate (54,667) (12,861)

Less : Share of profit/(loss) of minority interest 23,769,514 (22,523,532)

Net profit for the year 1,001,637,714 791,326,657

Earnings per equity share (Face value of ` 10 each) 27

Basic 59.81 47.25

Diluted 59.81 47.25

Significant Accounting Policies 1

The notes referred to above form an integral part of the financial statements This is the consolidated statement of profit and loss referred to in our report of even date For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of Directors Chartered Accountants Chartered Accountants Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 28 May 2013 Date : 28 May 2013 Date : 28 May 2013

A - 7

088 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Consolidated Cash Flow Statement for the year ended 31 March 2013

Amounts in `

Year ended 31 March 2013

Year ended 31 March 2012

A CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 1,508,828,806 1,183,927,608

Adjustment for:

Depreciation and amortisation 532,806,016 360,449,025

Provision for resurfacing expenses 17,406,844 5,462,733

Provision for doubtful debts 30,150,000 -

Profit on redemption of mutual funds 3,481,632 -

Interest income (50,498,743) (36,883,430)

Dividend income (91,138) (236,348)

Interest expenses 1,656,932,152 1,239,329,784

Operating profit before working capital changes 3,699,015,569 2,752,049,372

Adjustment for movement in working capital :

Increase in trade and other payables 1,251,886,120 2,241,672,098

Increase in inventories (335,649,921) (845,628,925)

Increase in trade receivables (2,418,261,715) (3,165,006,715)

Decrease in non current assets 27,156,053 -

Increase in loans and advances (705,726,947) (699,052,833)

Cash generated from operating activities 1,518,419,159 284,032,997

Income taxes paid (591,742,346) (394,053,631)

Net cash generated/ (used in) operating activities 926,676,813 (110,020,634)

B CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of tangible assets (7,250,834,429) (8,054,806,223)

(including capital work in progress and intangible assets under development)

Proceeds from disposal of tangible assets - 256,930,597

Investments in shares/ debentures/ mutual funds: (832,885,576) (11,469,848)

Subscription money pending allotment - (80,000,000)

Interest received 50,498,743 36,883,430

Dividends received 91,138 236,348

Net investments in bank deposits (having original maturity of more than three months) (370,580,798) (310,801,979)

Net cash used in investing activities (8,403,710,922) (8,163,027,675)

A - 8

089

Amounts in `

Year ended 31 March 2013

Year ended 31 March 2012

C CASH FLOW FROM FINANCING ACTIVITIES

Proceed from issue of equity shares 1,033,293,701 39,189,655

Proceed from issue of preference shares 1,091,453,380 -

Proceeds from borrowings 8,543,188,930 10,003,931,851

Repayment of borrowings (1,097,269,211) (330,325,305)

Interest paid (1,656,932,152) (1,220,027,845)

Dividends paid (including dividend tax) (23,882,210) (29,402,336)

Net cash generated from financing activities 7,889,852,438 8,463,366,020

Net increase/(decrease) in cash and cash equivalents 412,818,329 190,317,710

Cash and cash equivalents as at the beginning of the year 410,099,598 219,781,888

Cash and cash equivalents as at the end of the year (Also refer note 18) 822,917,927 410,099,598

Consolidated Cash Flow Statement for the year ended 31 March 2013

Notes : a) All figures in bracket are outflow b) Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.c) Cash and cash equivalent is cash and bank balance as per balance sheet including fixed deposits as the original maturity of the same

is within three months. d) The cash flow statement has been prepared under indirect method as per the Accounting Standard 3 ‘Cash Flow Statement’ issued

by the Institute of Chartered Accontants of India.

This is the consolidated cash flow statement referred to in our report of even date For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of Directors Chartered Accountants Chartered Accountants Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 28 May 2013 Date : 28 May 2013 Date : 28 May 2013

A - 9

76

SUPREME INFRASTRUCTURE INDIA LIMITED

CONSOLIDATED BALANCE SHEET as at 31 March 2012

As at As atNotes 31 March 2012 31 March 2011

Amounts in ` Amounts in `

Equity and liabilitiesShareholders’ fundsShare capital 2 192,420,870 167,420,870Reserves and surplus 3 3,345,294,394 2,353,580,884

3,537,715,264 2,521,001,754Share application money pending allotment [Also refer note 2(d)] - 250,000,000Minority Interest 258,581,904 1,651,307Non-current liabilitiesLong-term borrowings 4 9,781,921,281 2,303,051,069Deferred tax liability (net) 5 109,825,780 88,273,912Long-term provisions 6 18,549,971 10,498,398

9,910,297,032 2,401,823,379Current liabilitiesShort-term borrowings 7 5,080,943,727 2,886,207,392Trade payables 8 1,899,608,871 1,522,915,757Other current liabilities 9 3,460,456,472 1,607,975,751Short-term provisions 6 140,922,899 188,512,596

10,581,931,969 6,205,611,496Total 24,288,526,169 11,380,087,936AssetsNon-current assetsFixed assets

Tangible assets 10 3,061,490,907 2,645,412,826Intangible assets 11 2,284,540,055 27,042,460Capital work-in-progress 58,359,847 73,635,537Intangible assets under development (Also refer note 42) 5,928,163,340 980,290,242

Non-current investments 12 103,686,475 102,400,836Long-term loans and advances 13 172,882,105 311,272,269Other non-current assets 14 183,483,938 1,203,713

11,792,606,667 4,141,257,883Current assetsCurrent investments 15 49,428,718 39,257,370Inventories 16 2,015,664,983 1,170,036,058Trade receivables 17 5,959,324,902 2,794,318,187Cash and bank balances 18 1,068,978,257 567,858,568Short-term loans and advances 13 3,402,522,642 2,667,359,870

12,495,919,502 7,238,830,053Total 24,288,526,169 11,380,087,936The notes referred to above form an integral part of the financial statements

This is the consolidated balance sheet referred to in our report of even date

For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of DirectorsChartered Accountants Chartered Accountants

Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director

Vikas Sharma Vijay JoshiWholetime Director Company Secretary

Place : Mumbai Place : Mumbai Place : MumbaiDate : 29 August 2012 Date : 29 August 2012 Date : 29 August 2012

A - 10

77

CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the Year Ended 31st March 2012

Notes Year ended Year ended31 March 2012 31 March 2011

Amounts in ` Amounts in `

Revenue

Revenue from operations 19 17,269,867,169 9,200,812,811

Other income 20 37,531,641 14,752,479

Total 17,307,398,810 9,215,565,290

Expenses

Material and contractor costs 21 14,038,577,556 7,473,885,778

Changes in work-in-progress 22 (234,737,598) (293,936,409)

Employee benefit expense 23 386,137,217 273,046,842

Finance costs 24 1,239,329,784 410,854,696

Depreciation and amortisation expense 25 360,449,025 252,846,040

Other expenses 26 333,715,218 183,500,883

Total 16,123,471,202 8,300,197,830

Profit before tax, minority interest and share of profit/(loss)

of associate 1,183,927,608 915,367,460

Tax expense

Current tax (349,231,902) (203,418,635)

Deferred tax (20,832,656) 18,112,021

Tax adjustment for earlier years - (16,741,050)

Profit before minority interest and share of profit/(loss)

of associate 813,863,050 713,319,796

Less : Share of profit/(loss) of associate (12,861) -

Less : Share of profit/(loss) of minority interest (22,523,532) (691,307)

Net profit for the year 791,326,657 712,628,489

Earnings per equity share (Face value of ` 10 each) 27

Basic 47.25 45.28

Diluted 47.25 45.28

The notes referred to above form an integral part of the financial statements

This is the consolidated statement of profit and loss referred to in our report of even date

For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of DirectorsChartered Accountants Chartered Accountants

Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director

Vikas Sharma Vijay JoshiWholetime Director Company Secretary

Place : Mumbai Place : Mumbai Place : MumbaiDate : 29 August 2012 Date : 29 August 2012 Date : 29 August 2012

A - 11

78

SUPREME INFRASTRUCTURE INDIA LIMITED

CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 March 2012

Year ended Year ended31 March 2012 31 March 2011

Amounts in ` Amounts in `

A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 1,183,927,608 915,367,460

Adjustment for:

Depreciation and amortisation 360,449,025 252,652,455

Preliminary expenditure written off - 38,964

Provision for doubtful advances (net) - 21,300,000

Profit on redemption of mutual funds - (2,407,799)

Interest income (36,883,430) (5,693,332)

Dividend income (176,348) (502,423)

Interest expenses 1,239,329,783 359,542,788

Operating profit before working capital changes 2,746,646,638 1,540,298,113

Adjustment for:

Increase in trade and other payables 2,247,134,831 1,183,930,648

Increase in inventories (845,628,925) (530,162,171)

Increase in trade receivables (3,165,006,715) (895,191,925)

Increase in loans and advances (699,052,833) (2,020,827,038)

Cash used in operating activities 284,092,995 (721,952,373)

Income taxes paid (394,053,631) (58,890,061)

Net cash generated used in operating activities (109,960,636) (780,842,434)

B. CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of tangible assets (8,054,806,223) (1,537,381,070)

(including capital work in progress and intangible assets under development)

Proceeds from disposal of tangible assets 256,930,597 3,959,959

Investments in :

- Joint venture - (800,000)

- others (11,469,848) (448,620,000)

Sale of investment - 432,638,399

Subscription money pending allotment (80,000,000) (251,722,355)

Interest received 36,883,430 5,693,332

Dividends received 176,348 502,423

Net investments in bank deposits (having original

maturity of more than three months) (310,801,979) (348,076,680)

Net cash used in investing activities (8,163,087,675) (2,143,805,992)

A - 12

79

CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 March 2012

For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of DirectorsChartered Accountants Chartered Accountants

Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director

Vikas Sharma Vijay JoshiWholetime Director Company Secretary

Place : Mumbai Place : Mumbai Place : MumbaiDate : 29 August 2012 Date : 29 August 2012 Date : 29 August 2012

Year ended Year ended31 March 2012 31 March 2011

Amounts in ` Amounts in `

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of share capital and conversion of share warrants - 284,911,875

Proceed from issue of equity shares to minority shareholders 39,189,655 450,000

Proceeds from borrowings 10,003,931,851 2,904,634,238

Repayment of borrowings (330,325,305) (67,282,588)

Interest paid (1,220,027,844) (359,542,788)

Share application money received - 250,000,000

Dividends paid (including dividend tax) (29,402,336) (25,113,131)

Net cash generated from financing activities 8,463,366,021 2,988,057,606

Net increase/(decrease) in cash and cash equivalents 190,317,710 63,409,180

Cash and cash equivalents as at the beginning of the year 219,781,888 156,372,708

Cash and cash equivalents as at the end of the year (Also refer note 18) 410,099,598 219,781,888

Notes :

a) All figures in bracket represents outflow

b) Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financingactivities.

c) Cash and cash equivalent is cash and bank balance as per balance sheet including fixed deposits as the originalmaturity of the same is within three months.

d) The cash flow statement has been prepared under indirect method as per the Accounting Standard 3 ‘Cash FlowStatement’ issued by the Institute of Chartered Accountants of India.

This is the consolidated cash flow statement referred to in our report of even date

33

Summary of reservations or qualifications or adverse remarks in the auditors’ report in the last 5 (five) Financial Years

immediately preceding the year of filing this Preliminary Placement Document and in the auditors’ limited review report

on the Company’s unaudited standalone interim financials as at and for the six months ended September 30, 2014

Financial Year Reservations or Qualifications or Adverse Remarks Management’s response

2010 As stated in note B.5 of schedule 20 to the Financial Statements, a

search was conducted on September 24, 2009 at the premises of the

Company by the Income tax authorities under section 132 of the

Income tax act, 1961. Further, certain records and files containing

invoices were seized and are not available for our inspection.

Subsequent to the search, the Company’s assessments for the financial

years 2003-04 to 2008-09 have been reopened. Pending completion of

these assessments, the impact of the additional tax liability, if any, is

presently not ascertainable.

Post completion of the

assessments , the said

qualification was dropped

in the subsequent audit

report

2010 Clause IX (a) of the Independent Auditors Report

Undisputed statutory dues including provident fund, investor education

and protection fund, employees’ state insurance, income-tax, sales-tax,

wealth tax, service tax, custom duty, excise duty, cess and other

material statutory dues, as applicable, have not been regularly

deposited with the appropriate authorities and there have been

significant delays in a large number of cases. Further, no undisputed

amounts payable in respect thereof, which were outstanding at the

year-end for a period of more than six months from the date they

became payable.

The same have been paid

subsequent to the year

end.

2011 Clause IX (a) of the Independent Auditors Report

Undisputed statutory dues including provident fund, investor

education and protection fund, employees’ state insurance,

income-tax, sales-tax, wealth tax, service tax, custom duty, excise

duty, cess and other material statutory dues, as applicable, have not

been regularly deposited with the appropriate authorities and there

have been significant delays in a large number of cases. Further, no

undisputed amounts payable in respect thereof, which were

outstanding at the year-end for a period of more than six months

from the date they became payable.

The same have been paid

subsequent to the year

end.

2012 Clause IX (a) of the Independent Auditors Report

Undisputed statutory dues including provident fund, investor

education and protection fund, employees’ state insurance,

income-tax, sales-tax, wealth tax, service tax, custom duty, excise

duty, cess and other material statutory dues, as applicable, have not

been regularly deposited with the appropriate authorities and there

have been significant delays in a large number of cases. Further, no

undisputed amounts payable in respect thereof, which were

outstanding at the year-end for a period of more than six months

from the date they became payable.

The same have been paid

subsequent to the year

end.

2014 Clause IV of the Independent Auditors Report

In our opinion there are adequate internal control systems

commensurate with the size of the Company and nature of its business

for the purchase of fixed assets. However, the internal control system

for purchase of inventory and sale of goods and services is inadequate,

since the purchase order in certain cases were prepared after receiving

the invoice and sales are not being updated in the Company’s financial

reporting system on timely basis; however, we have not observed any

continuing failure to correct major weaknesses in internal control

system of the Company.

During the year, we had

started operations at

Kolkata and there were

delays in setting up of the

internal control systems by

the Company and hence

the same was qualified by

the statutory auditors. We

believe we currently have

put in place adequate

internal audit controls to

bring the same in lines

with the internal control

systems of the Company.

2014 Clause IX (a) of the Independent Auditors Report The same have been paid

34

Undisputed statutory dues including investor education and

protection fund, sales-tax, wealth tax, service tax, customs duty,

excise duty, cess and other material statutory dues, as applicable,

have not been regularly deposited with the appropriate authorities

and there have been significant delays in a large number of cases.

Undisputed amounts payable in respect income-tax, provident fund,

employees’ state insurance and Profession Tax which were

outstanding at the year-end for a period of more than six months

from the date they became payable are as follows:

Name of

the

statute

Nature

of the

dues

Amount ( ₹) Period to

which the

amount

relates

Due

Date

Date of

Payment

Income

Tax Act,

1961

Income

Tax

1,005,164 April to

August

2013

Various

dates

Not yet

paid

Employee

s'

Provident

Funds and

Miscellan

eous

Provisions

Act, 1952

Providen

t Fund

1,742,687 July to

August

2013

Various

dates

Not yet

paid

Employee

s’ State

Insurance

Act, 1948

Employe

es’ State

Insuranc

e

Corporat

ion

550,887 April to

August

2013

Various

dates

Not yet

paid

Profession

Tax

Act,1975

Professio

n Tax

352,995 April to

August

2013

Various

dates

Not yet

paid

subsequent to the year

end.

2015 September 30, 2014

The company’s trade receivables and work-in-progress as at 30

September 2014 include amounts aggregating Rs. 8,352 lakhs and Rs.

916 lakhs respectively, in respect of projects which were

closed/terminated by the client and where the matters are currently

under negotiations/litigation; being considered good and recoverable

by the management. However in absence of sufficient appropriate

evidence we are unable to comment upon the recoverability of the

aforesaid amounts, and the consequential impact, if any, on the

statement that may arise on settlement of the aforesaid matters.

1. Trade receivables and

Unbilled

Work-in-Progress as at

30 September 2014

includes ₹ 10.66

millon and ₹ 9.16

million, respectively in

respect of a contract

which client has

terminated and

recovered the advances

through encashment of

bank guarantee. The

Company has

preferred an appeal in

the High Court for

restoration of contract

35

and providing stay on

bank guarantee

invoked by the client.

The Company is also

communicating with

the client and is

hopeful of resolving

this matter amicably.

2. Trade receivables as at

30 September 2014

includes ₹ 72.86

million which are

overdue for a

substantial period of

time. The Company is

in the process of

negotiation with the

customers. Based on

the contract terms and

ongoing negotiations,

the management is

reasonably hopeful of

recovery of these

amounts. Had the

same been considered

in the interim financial

statement of the

Company the profit for

the period would have

been lower by ₹

926.80 million,

Reserves and Surplus

would had been Lower

by ₹ 926.80 million,

and the Inventories

would have been

lower by ₹ 91.6

million and Debtors

would had been lower

by ₹ 835.20 million

36

RISK FACTORS

Investing in the Equity Shares involves a high degree of risk. Prospective investors should carefully consider the risks and

other uncertainties described below, in addition to the other information contained in this Preliminary Placement

Document, before making any investment decision relating to the Equity Shares. The occurrence of any of the following

events could have a material adverse effect on our business, results of operations, financial condition and future

prospects and cause the market price of the Equity Shares to fall significantly resulting in loss of all or a part of your

investment and/or our Company’s ability to pay dividends could be impaired. Additional risks not described below or not

currently known to us or that we currently deem immaterial may also adversely affect the market price of the Equity

Shares and that an investor could consequently lose all or a part of his investment in the Equity Shares. In particular, any

potential investor in or purchaser of the Equity Shares should pay particular attention to the fact that our Company is a

company governed by Indian legal and regulatory requirements which may differ from those which prevail in other

countries. Prospective investors should also note that certain statements in this Preliminary Placement Document,

including information with respect to our Company’s plans and strategy, constitute “forward-looking statements” as

discussed in the section entitled “Forward-Looking Statements”.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other

implication of any of the risks described in this section. The numbering of the risk factors has been done to facilitate the

ease of reading and reference, and does not in any manner indicate the importance of one risk factor over another.

In making an investment decision, prospective investors must rely on their own examination of our Company and the

terms of the Issue, including the merits and risks involved.

Risks Relating to our Company and our Business

1. There are outstanding litigation proceedings against our Company, Subsidiaries, Promoters and Directors, an

adverse outcome in which could have a material adverse impact on our reputation, business, financial condition,

results of operations and cash flows.

Our Company, Subsidiaries, Promoters and Directors are involved in certain legal proceedings. A summary of all

material litigation and disputes against our Company, Subsidiaries, Promoters and Directors involving potential

financial implication on the net worth of our Company, is in the following tables:

Litigation against our Company:

(in ₹ million)

Nature of Litigation Number of Outstanding Litigation Amount Involved

Criminal Proceedings 77 336.33

Civil Proceedings 7 35.55

Total 84 371.88

Litigation by our Company:

(in ₹ million)

Nature of Litigation Number of Outstanding Litigation Amount Involved

Civil Proceedings 2 395.90

Arbitration Proceedings 2 202.15

Total 4 598.05

Litigation against our subsidiaries:

(in ₹ million)

Nature of Litigation Number of Outstanding Litigation Amount Involved

Civil Proceedings 1 -

Total 1 -

Litigation by our subsidiaries:

(in ₹ million)

Nature of Litigation Number of Outstanding Litigation Amount Involved

Civil Proceedings 1 787.96

Total 1 787.96

37

Litigation against our Promoters and Directors:

(in ₹ million)

Nature of Litigation Number of Outstanding Litigation Amount Involved

Criminal Proceedings 70 329.44

Civil Proceedings 1 2.10

Total 71 331.54

Litigation involving our Joint Ventures:

(in ₹ million)

Nature of Litigation Number of Outstanding Litigation Amount Involved

Arbitration Proceedings 2 433.21

Total 2 433.21

Please see the section “Legal Proceedings” on page 168 of this Preliminary Placement Document for further details

of the aforementioned legal proceedings.

These legal proceedings are pending at different levels of adjudication before various courts and tribunals. The

amounts claimed in these proceedings have been disclosed to the extent ascertainable and include amounts claimed

jointly and severally from us and other parties. Such proceedings could divert management time and attention, and

consume financial resources in their defence or prosecution. Should any new developments arise, such as any change

in applicable Indian law or any rulings against us by appellate courts or tribunals, we may need to make provisions in

our financial statements that could increase expenses and liabilities. An adverse outcome in any such proceedings

may affect our business, results of operations and financial condition.

2. We have incurred substantial indebtedness which exposes us to various risks which may have an adverse effect on

our business, results of operations and financial condition.

As of March 31, 2014 , our total secured and unsecured indebtedness (including current portion of long term

borrowings) was ₹ 30,902.63 million. In addition, we may incur additional indebtedness in the future. The level of

our indebtedness could have several important consequences, including but not limited to the following:

a substantial portion of our cash flow will be used towards repayment of our existing debt, which will reduce the

availability of cash flow to fund our working capital, capital expenditures, acquisitions and other general

corporate requirements;

current and future defaults of payment and other obligations under our financing arrangements may result in an

event of default, acceleration of our repayment obligations and enforcement of related security interests over our

rigs, receivables and other assets;

a substantial portion of our indebtedness is subject to floating rates of interest. Fluctuations in market interest

rates may require us to pay higher rates of interest and will also affect the cost of our borrowings;

our ability to obtain additional financing in the future or renegotiate or refinance our existing indebtedness on

terms favorable to us may be limited; and

we may be limited in our ability to expand our business and therefore, we may be limited in our capability to

withstand competitive pressures.

For further details regarding our indebtedness, please see section titled “Management’s Discussion and Analysis of

Financial Condition and Results of Operation-Indebtedness” on page 79 of this Preliminary Placement Document.

3. We have experienced certain adverse developments including having to enter into debt restructuring scheme

owing to defaults by our Company of various loans. Such events may result in loss of our Company’s reputation

and adversely affect our operations, financial condition and cash flows, and may also result in additional equity

capital funding from our Promoters thereby diluting your equity stake in our Company.

38

Delays in collection of receivables coupled with delays in the commissioning of certain projects being executed by us

have put considerable financial pressure on the Company and, in particular, on our cash flows. Consequently, there

have been irregularities in the repayment of banking facilities such as delay in principal / interest payment on the

outstanding term loans and working capital loans. The majority of the lenders of our Company formed a Joint

Lenders’ Forum (“JLF”) and are under the process of entering into a Master Joint Lenders Forum Agreement

amongst themselves. The objective of the JLF is to restructure our Company’s debt under RBI’s framework for

revitalizing distressed assets notified by RBI vide its circular RBI/2013-14/503 dated February 26, 2014. The JLF

has, agreed for a restructuring approach through JLF route for the Company with cut-off date as October 1, 2014. The

impact of the restructuring scheme is difficult to predict and there can be no assurance that we will be able to turn

around our financial performance. Further, the restructuring scheme may also result in additional equity capital

funding from our Promoters and, consequently, your equity stake in our Company may be diluted to such extent. For

further details, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations

— Debt Restructuring Scheme” on page 85 of this Preliminary Placement Document.

4. Given the long-term nature of many of our projects, we face various implementation risks and our inability to

successfully manage such risks may have an adverse impact on the functioning of our business.

Some of the projects that we undertake are by their nature long term and, consequently expose us to a variety of

implementation risks, including construction delays, delay or disruption in supply of raw materials, delays in

acquisition of land, unanticipated cost increases, cost overruns and disputes with our joint venture partners. While we

believe that we have successfully managed the implementation risks we have faced in the past, there can be no

assurance that we will be able to continue to effectively manage any future implementation risks, which may or may

not be of a nature familiar to us. Our future results of operations may be adversely affected if we are unable to

effectively manage the implementation risks we face.

5. Increased cost of raw materials and their non availability on time may affect our operations.

Our business is significantly affected by the availability, supply, cost and quality of raw materials which exposes us to

market demand and supply fluctuations. The price and the supply of the raw materials depend on factors beyond our

control, which include economic conditions, consumer demand, production levels, transportation costs and import

duties. The price of cement and steel, our primary raw materials are subject to significant volatility. Such variations in

the cost structure affect our operations. Moreover, we contract to provide services mostly on the basis of a fixed price

per unit of work or a lump sum price for the projects we undertake and with the increase in the cost of our raw

materials, our profitability may be adversely affected.

6. Delays in the completion of construction of current and future projects could lead to termination of the

concession agreements or cost overruns, which could have an adverse effect on our cash flows, business, results

of operations and financial condition.

Our projects are subject to specific completion schedules and we provide the concessioning authorities with

securities or bank guarantees which are valid for varied periods as stipulated in the concession agreements. Our

BOT projects are required to achieve commercial operation no later than the scheduled commercial operation dates

specified under the relevant concession agreements, or by the end of the extension period, if any is granted by the

concessioning authority. Subject to certain customary exceptions such as (i) occurrence and continuance of force

majeure events that are not within the control of our project companies, or (ii) delays that are caused due to reasons

solely attributable to the concessioning authority, failure to adhere to contractually agreed timelines or extended

timelines could require us to pay liquidated damages as stipulated in the concession agreement or lead to

encashment and appropriation of the bank guarantee or performance security. The concessioning authority may also

be entitled to terminate the concession agreement in the event of delay in completion of the work if the delay is not

on account of any of the agreed exceptions. With respect to some of our projects, in the event of termination for any

of the aforesaid reasons, we may only receive partial payments under such agreements and such payments may be

less than our estimated revenues from such projects. Further, we may not be able to obtain extensions for projects

on which we face delays or time overruns.

In addition to the risk of termination by the concessioning authority, delays in completion of development may

result in cost overruns, lower or no returns on capital and reduced revenue for the project companies thus affecting

the project’s performance, as well as failure to meet scheduled debt service payment dates and increased interest

costs from our financing agreements for the projects. Such delays could have adverse effects on our business,

results of operations and financial condition.

39

Further, for our projects in the development stage, the concession agreements require us to complete the financing

for the project within the period specified in the relevant concession agreement. In the event of delay in completing

the financing for the project, the concessionaire is typically entitled to a limited extension subject to payment of

damages to the concessioning authority calculated at a specified rate of the performance security for each day of

delay.

Timely completion of construction of our projects is subject to various execution risks as well as other matters,

including receipt of relevant approvals for such projects. We cannot assure you that we will be able to complete the

financing for the project to the satisfaction of the concessioning authority as provided in the concession agreements

or complete our current and future projects within specified schedules or at all, which may have an adverse effect

on our business, results of operations and financial condition.

7. On fixed-price, lump-sum or turn-key contracts, the Company is exposed to increases in the cost of construction

materials, fuel, and equipment other than for specified force majeure events which cannot be passed on. This may

affect our margins and in turn our operations, financial condition and cash flows.

We contract to provide services mostly on the basis of a fixed price per unit of work or a lump sum price for the

project as a whole and rarely on a cost-plus-fee basis. Under the terms and conditions of such fixed-price or

lump-sum contracts, we generally agree to a fixed price for providing engineering, procurement and construction

services for the part of the project contracted to us. In the case of turnkey contracts, we generally agree to deliver

completed facilities which are in a ready-to-operate condition. Increases in the costs of materials and labour as well

as changes in applicable taxation structures or change in the scope of work resulting in an increase in the expenditure

are sometimes covered by suitable escalation clauses under such contracts. However, in contracts that lack such

provisions or in which the escalation clauses are only limited, we bear all or a portion of the risks of such increases,

a factor which we take into account when determining our contract prices. Contract prices are based on a number of

assumptions underlying our bids for such contracts. If any of these estimates prove to be inaccurate, or

circumstances change, cost overruns could occur and we would experience reduced profits or, in some cases, losses.

Variations in the costs from those estimated by us could be caused by various factors, including:

changes in economic conditions;

increases in the price and availability of labour, equipment and materials;

unanticipated changes in engineering design of the project;

inaccuracies of drawings and technical information provided by clients on which bids were based;

unforeseen design and engineering construction conditions, site and geological conditions, which may result in

delays;

inability of the clients to obtain requisite environmental and other approvals;

delays in the delivery of equipment and materials to the project site;

unanticipated increases in equipment costs;

changes in applicable taxation structure;

delays caused by local and seasonal weather conditions; and

suppliers’ and/or subcontractors’ failure to perform

Under item rate contracts, we quote rates for individual items of work based on a schedule of quantities or bill of

quantity (“BOQ”), which is furnished by our customers. The BOQ is an estimate of the quantity of activities

involved and these quantities may be varied by the parties during the course of the project.

Although the additional costs associated with the variation in quantities may not pass to us, we would still bear risks

associated with any increase in actual costs for construction activities exceeding the agreed rate, unless such item

rate contracts contain price escalation clauses which adequately address our increased rates.

These factors could adversely affect our profitability on the affected contracts, and may result in reduced

profitability or losses on our project. Depending on the size of such projects, the resulting deviation from estimated

contract performance could have a significant effect on our results of operations.

8. Some of the projects that our company enters into are high value projects and provide for levy of penalties in case

of delay in completion or the desired performance criteria is not met. Due to delay in the completion of current and

future projects we may also be subject to cost overruns, lower returns on capital and reduced revenue which could

have an adverse effect on our financial condition and operating results.

The contracts awarded by the Central and State Government agencies include terms and conditions relating to the

40

timely execution of the project and performance criteria. Penalties are levied by these agencies in case there are

delays in completion of the project due to the fault of the party executing the contract. In case there is any delay in the

completion of such project for which our Company is accountable, levy of penalties may adversely affect the

financial and operational performance of the Company. In case we are not able to meet expected performance criteria,

receipt of further contracts by our Company from such authority may be jeopardized.

There can be no assurance that we will be able to complete our current and future projects within specified schedules

or at all. Timely completion of these projects is subject to various execution risks as well as other matters, including

securing financing and the relevant approvals for such projects. For infrastructure projects under development or in

the award stage, the agreements or the letters of award also require that the project companies achieve financial

closure by a date specified in the relevant concession agreement. We may have to apply for extensions of project

completion dates in certain of our contracts. We cannot assure you that we will not be required to pay penalties in

relation to these extensions.

Delays may result in cost overruns, lower returns on capital and reduced revenue for the project companies, as well as

failure to meet scheduled debt service payment dates and increased interest burdens from our financing arrangements

for the projects. Our clients, pursuant to the terms of the agreements, may impose penalties in respect of delays and

deduct these amounts from the contractual price payable to us. Our project lenders may also impose additional

restrictive covenants or other less favourable terms where existing financing arrangements have to be rescheduled or

restructured due to delays. Moreover, any loss of goodwill could also adversely affect our ability to pre-qualify for

future projects.

9. Our Company substantially depends on its revenues from government contracts. If there is any change in the

government, or budgetary allocations by governments, or downturn of available work in a particular sector as a

result of shifts in government policies or priorities or exhaustion of government’s development budgets, or if

contracts awarded by the government are terminated, our financial results and business prospects may be

adversely affected.

Demand for our construction services is principally dependent on sustained economic development in the regions in

which we operate. In addition, demand for our infrastructure services is largely dependent on government policies

relating to infrastructure development and budgetary allocations made by governments for such development, as well

as funding provided by international and multilateral development financial institutions for infrastructure projects.

Investment by the private sector in infrastructure projects is dependent on the potential returns from such projects and

is therefore linked to government policies relating to private sector participation and the sharing of risks and returns

from such projects. A reduction of capital investment in the building or infrastructure sectors for any reason could

have a material adverse effect on our business, results of operations and financial condition.

Changes in the Central Government and/or State Governments, scaling back of government policies, initiatives or

budgetary allocation, or the insufficiency of funds on the part of governmental entities could result in delays to our

projects with such entities. Government projects may also be subject to political or financial pressures that may lead

to such agreements being restructured or renegotiated by these entities, which could adversely affect our business and

results of operations.

In addition, some of our government contracts contain unilateral termination provisions in favour of the

governmental entity. Such provisions generally state that the governmental entity has the right to terminate the

contract for convenience, without any reason, at any time after providing us with reasonable notice and

compensation. In the event that one or more of our material contracts are terminated, our business and results of

operations may be adversely affected, in particular if the compensation from the government is inadequate. In

addition, documentary closure or completion of government contracts, including the release of performance

guarantees, retention money and final acceptance notices, generally takes significant amounts of time and is subject

to delays, which also adversely affects our financial condition and results of operations.

10. Our revenues largely depend on acceptance of the bids submitted to the Government and other agencies. We may

not be selected for any of the projects for which we have submitted a bid and we may end up incurring significant

costs in preparation and submission of such bid. Our performance could be affected in case majority of the bids

are not accepted/ awarded.

Our business is substantially dependent on infrastructure projects undertaken by governmental authorities and other

entities funded by governments and multilateral development finance institutions. Contracts awarded by central, state

and local governmental authorities are awarded following competitive bidding process and satisfaction of other

prescribed pre-qualification criteria. Once the prospective bidders satisfy the pre-qualification requirements of the

41

tender, the project is usually awarded based on the price of the contract quoted by the prospective bidder. We

generally incur significant costs in the preparation and submission of bids, which are one-time costs. We compete

with various infrastructure companies while submitting the tender to government and other agencies. In case we do

not qualify or are not amongst the lowest bidders, we stand to lose the business which will adversely effect our

business, results of operations and financial condition. We cannot assure that any of the bids we submit would be

accepted/awarded to us; therefore our ability to procure the business by bidding at the lowest rates is crucial for our

revenues.

11. Our ability to negotiate the standard form of contracts for our projects may be limited and certain unusual or

onerous provisions may be imposed on us.

Our project agreements are typically with government entities and we have limited ability to negotiate the terms of

these contracts. The concession agreements with the NHAI are based on a model concession agreement prescribed

by the NHAI, which provides for a fixed term concession with no provisions for renewal of the concession

agreement after the expiry of the term. Further, the model concession agreement imposes certain onerous

provisions on the concessionaire in relation to minimum shareholding requirement, construction of competing roads

by the government and/or the concessioning authority, compliance with operation and maintenance requirements

and substitution of the concessionaire by the NHAI and the senior lenders in the event of default under the project

documents and financing documents, which may limit our flexibility in doing our business.

The form of the concession agreement has only evolved in the last decade and there is limited guidance available

on the interpretation of a number of terms and conditions of such concession agreements. In addition, certain terms

of the concession agreements are untested and accordingly, their interpretation by the NHAI or the relevant

concessioning authority may be different from ours. In the event that the interpretation of such concession

agreements is unfavourable to us, our business and results of operations may be adversely affected. If we are unable

to comply with the unusual or onerous provisions which we have agreed to, our business, results of operations and

financial condition may be adversely affected.

12. Delays in the acquisition of private land or eviction of encroachments from Government owned land by the

Government may adversely affect the timely performance of our contracts leading to disputes with the

Government.

Projects undertaken as part of our business are dependent on procurement of unencumbered contiguous land.

Failure to acquire unencumbered contiguous land by the Central or State Governments or other concerned agencies

under the concession agreements could result in changes, delays or abandoning of the projects, which in turn could

adversely affect our business and financial condition.

Pursuant to the terms of our concession agreements, government entities are required to acquire or license or secure

rights of way over, tracts of land or to hand over unencumbered land, free of encroachments to us. Delays in any of

the foregoing may result in delay of project implementation prescribed by the relevant concession agreement and

cause consequent delays in commencement of construction or termination of the concession agreement on account

of a material default by the concessioning authority. Such events may also lead to disputes and cross-claims for

liquidated damages between us and the relevant government entity. Additionally, a failure to acquire land may lead

to a change of scope of the project or payment delays or disputes with the government entity. We will continue to

face risks associated with implementation which could be due to reasons including those beyond our control which

can include, among others, non availability of environmental clearances, delay in acquisition of land by the

government, or other delays from the concessioning authority.

Any delays or inability to complete such land acquisitions or other obligations by the government may also result in

increases in the price of construction materials from our original estimates, which we may not be able to pass on to

the users of toll roads. Further, we may be exposed to legal proceedings or claims by landowners objecting to the

acquisition of their lands for our projects. Such factors could have an adverse effect on our business, results of

operations and financial condition.

13. Our Promoters and Promoter Group have pledged Equity Shares of our Company with certain lenders. If the

lenders exercise their rights and dilute the shareholding of our Promoter and Promoter Group, it may adversely

affect our business.

Our Promoters and Promoter Group have pledged Equity Shares equivalent to 45.27% of the Equity Share capital of

our Company as on January 2, 2015. If the pledges are enforced, the shareholding of our Promoters and Promoter

Group in our Company may be diluted and we may face certain impediments in taking decisions on certain key,

42

strategic matters, will entitle the lenders to attend general meetings of our Company, and exercise voting rights in

respect of the pledged equity shares which may adversely affect our business, results of operations and financial

condition.

14. The Auditors’ limited review report in respect of our Unaudited Reviewed Standalone Interim Financial

Statements as at and for the six months ended September 30, 2014 and the audit reports for the last five financial

years contains certain qualifications.

The limited review report for the six months ended September 30, 2014 on our Company’s unaudited standalone

interim financials contains a qualification. The Auditors have qualified the limited review report as the Company’s

trade receivables and work-in-progress as at September 30, 2014 include amounts aggregating ₹ 835.2 million and ₹ 91.6 million, respectively in respect of projects which were closed or terminated by the client of the Company and

where the matters are currently under negotiations or litigation and which the management of the Company has

considered good and recoverable. However, the Auditors have expressed inability in expressing an opinion upon the

recoverability of the aforesaid amounts, and the consequential impact, if any, on the unaudited standalone interim

financials that may arise on settlement of the aforesaid matters in the absence of sufficient appropriate evidence. For

further details of the aforesaid litigation, please see “Legal Proceedings – Litigations filed by the Company” on page

168 of this Preliminary Placement Document.

Further, the audit reports of the past five financial years contains certain qualifications. For instance, the respective

audit reports issued by our Auditors on the audited standalone financial statements of the Company included a

statement on certain matters specified in the Companies (Auditors Report) Order, 2003, which were qualified for

matters indicated as follows: (i) As of and for the year ended March 31, 2014 (a) Significant delays in large number of

cases in payment undisputed statutory dues, (b) Statutory dues outstanding for more than six month and (c)

Inadequate internal control system for purchase of inventory and sale of goods and services, (ii) As of and for the

years ended March 31, 2012 and 2011 (a) Significant delays in large number of cases in payment undisputed statutory

dues, and (iii) As of and for the year ended March 31, 2010 (a) Significant delays in large number of cases in payment

undisputed statutory dues and (b) Reopening of tax assesments and impact of tax liability due to such tax assesments

not ascertainable. For further details, please see “Summary of reservations or qualifications or adverse remarks in the

auditors’ report in the last 5 (five) Financial Years immediately preceding the year of filing this Preliminary

Placement Document and in the auditors’ limited review report on the Company’s unaudited standalone interim

financials as at and for the six months ended September 30, 2014” on page 33 of this Preliminary Placement

Document.

As a consequence of such qualifications our financial numbers may not reflect a true and accurate representation of

our financial condition. Further, our share price may be negatively affected due to such qualifications.There can be no

assurance that our auditors will not qualify their opinion in the future.

15. Projects included in our Order Book may be delayed, cancelled or not fully paid for by our clients, which could

materially harm our cash flow position, revenues and earnings.

Our order book does not necessarily indicate future earnings related to the performance of that work. Order Book

projects represent business that is considered firm, but cancellations or scope or schedule adjustments have occurred

in the past and may occur. Further, our Order Book includes projects in respect of which the Company is L1 (lowest

bidder), but where the final work order is yet to be received and there is a possibility that we may not finally get the

final work order due to various factors. The L1 bids amount to ₹ 7,828 million which is 14.86% of our Order Book as

on September 30, 2014. We may also encounter problems executing the project as ordered, or executing it on a timely

basis. Moreover, factors beyond our control or the control of our clients may postpone a project or cause its

cancellation, including delays or failures to obtain necessary permits, authorizations, permissions, right-of-way, and

other types of difficulties or obstructions. Due to the possibility of cancellations or changes in project scope and

schedule, as a result of exercise of our clients’ discretion, problems we encounter in project execution, or reasons

outside our control or the control of our clients, we cannot predict with certainty when, if or to what extent an Order

Book project will be performed. Delays in the completion of a project can lead to clients delaying or refusing to make

payment to us of some or all of the amounts we expect to be paid in respect of the project. Even relatively short delays

or surmountable difficulties in the execution of a project could result in our failure to receive, on a timely basis or at

all, the final payments due to us on a project.

These payments often represent an important portion of the margin we expect to earn on the project. In addition, even

where a project proceeds as scheduled, it is possible that the contracting parties may default or otherwise fail to pay

amounts owed. Any delay, reduction in scope, cancellation, execution difficulty, payment postponement or payment

43

default in regard to order book projects or any other uncompleted projects, or disputes with clients in respect of any of

the foregoing, could materially harm our cash flow position, revenues and earnings.

16. Our inability to collect receivables from concessioning authorities on time or at all may adversely affect our cash

flows, business, results of operations and financial condition.

There may be delays associated with the collection of receivables from concessioning authorities and other third

parties, including government owned, controlled or funded entities and related parties. As of March 31, 2014, on a

consolidated basis ₹ 9,250.68 million of our total trade receivables were outstanding for a period exceeding six

months from the date of due payment. We cannot assure you that we will be able to collect our receivables in time

or at all which may have an adverse effect on our business, results of operations and financial condition.

17. Rapid technological change could increase competition and require us to make substantial additional investments

in the business and we may not procure such funding at favourable terms resulting in limiting our ability to

compete effectively and decrease in demand for our products and services which could have a material adverse

effect on our business, financial conditions and results of operations.

We operate in an industry in which significant technological change developed or obtained by a competitor could

negatively impact the demand for our products and services. We must anticipate and adapt to such technological

change and develop and introduce, on a timely basis, competitively priced products and services that meet changing

industry standards and customer preferences. As new technologies are developed, we may be required to implement

these new technologies at a substantial cost in order to remain competitive. We may not have, and may not be able to

secure, adequate resources or funding to develop such technologies or may fail to direct our product development in

the right technologies, which may lead us to incur significant costs. Such equipment may be subject to breakdowns

and defects, which may result in interruption of the manufacturing process. In addition, our competitors may have

greater resources available to develop new technologies and may implement them before us, which may allow them

to provide lower-priced or better-quality products and services. If we do not keep pace with rapid technological

advances, we could lose market share and it could limit our ability to compete effectively and, as a result, decrease

demand for our products and services, which could have a material adverse effect on our business, financial condition

and results of operations.

18. Any material decrease between the actual traffic volume and our forecasted traffic volume for a toll based

project could have an adverse effect on our business, results of operations and financial condition.

Our BOT portfolio consists of 11 toll based road concessions in India. For toll based projects, our revenue is

derived from toll receipts, which are dependent on traffic volumes and traffic mix on the toll roads. Traffic volumes

are directly or indirectly affected by a number of factors, many of which are outside our control, including toll fees,

volume of vehicles, affordability of automobiles, convenience and extent of a toll road’s connections with other

parts of the local and national highway networks, availability and cost of alternative means of transportation,

including rail networks and air transport, level of commercial, industrial and residential development in areas

served by our projects, adverse weather conditions and seasonal holidays.

When preparing the tender for a toll based project, particularly to determine the bid undertaking for such toll based

project or contract, we forecast the traffic volume for the road in order to arrive at our expected revenue over the

concession period. If the actual traffic volume is significantly less than the forecasted traffic volume, the revenue

generated from the toll based project may be lower than the anticipated revenue. We forecast the traffic volume for

toll based projects based on the data provided by external agencies engaged by our Company such as traffic

consultants and in-house team of professionals. The forecasting of traffic volumes is based on various assumptions,

and we cannot assure you that such forecasts will be accurate. While most of our toll-based concession agreements

provide for an extension in concession period if the actual traffic volumes are significantly lower than the target

traffic projected for the project, we cannot assure you that the concession period will be actually extended.

Generally, the concessioning authority that has granted the relevant BOT concession to us unilaterally determines

the terms on which we may collect toll revenues (subject to annual adjustments to account for inflation as specified

in the concession agreements), and we are not permitted to increase such toll rates. As a result, if our operation and

maintenance expenses increase, we may not be in a position to increase our revenues in the same proportion, which

may have an adverse effect on our results of operations.

19. Political and other agitations against the collection of toll at road infrastructure projects may affect our ability to

collect toll over prolonged periods, which could have an adverse effect on our business, results of operation and

financial condition.

44

Over the past few years, there have been agitations by political parties and local community members against the

collection of toll at road infrastructure projects across Maharashtra. These agitations have often turned violent and

resulted in the destruction of toll collection booths and other related property. Such events may limit our ability to

collect toll over a prolonged period and may have an adverse effect on our business, financial condition and results

of operation. There can be no assurance that there will not be any such agitations in the future.

20. Leakage of the tolls collected on our BOT toll roads may adversely affect our revenues and earnings.

Our toll receipts are primarily dependent on the integrity of toll collection systems. The level of revenues derived

from collection of tolls may be reduced by leakage through toll evasion, theft, fraud or technical defaults in our toll

systems. If toll collection is not properly monitored, leakage may reduce our toll revenue. Further, toll collection

errors may amount to a loss of revenue as there is an inherent risk of under-collection of toll fees given that most

motorists pay in cash. Any significant failure by us to control leakage in toll collection systems could have an adverse

effect on our business, results of operations and financial condition.

21. The loss of or shutdown of operations at our Company's quarries will have a material adverse effect on its

business, financial condition and results of operations.

Our Company has 7 quarries and several crusher plants, ready mix concrete plants and asphalt plants. We have

undertaken backward integration to manufacture ready mix concrete, asphalt and wet mix mecadam which is used for

our construction activity. Our quarries are subject to operating risks, such as the breakdown or failure of equipment,

or processes, performance below expected levels of output or efficiency, obsolescence, natural disasters, industrial

accidents and the need to comply with the directives of relevant government authorities. The occurrence of any of

these risks could significantly affect its operating results.

Although we have taken precautions to minimize the risk of any significant operational problems at its quarries, the

business, financial condition and results of operations of our Company may be adversely affected by any disruption at

these quarries, including due to any of the factors mentioned above.

22. Contracts in the infrastructure sector are awarded on the basis of pre-qualification criteria and competitive

bidding processes. We face intense competition from domestic infrastructure companies. Once the technical

requirements of the tender are cleared, the contract is usually awarded on the basis of the competitive price quoted

by the bidder.

In selecting contractors for the project, clients generally limit the tender to contractors they have pre-qualified, based

on several criterion including experience, technical capacity and performance, quality standards, ability to execute

the project within the present timeframe and sophisticated machines. Disqualification on any of these grounds will

make us ineligible for bidding. These pre-qualification criteria are at the discretion of the client and we cannot assure

that we would continue to meet the pre-qualification criterion of our existing clients or prospective client’s. This

would have an adverse impact on us procuring new projects and subsequently the financial performance of our

Company.

23. Any accident at our facilities could lead to property damage, production loss and accident claims.

Any accident at our manufacturing facilities could result in damages. We could suffer a decline in production, receive

adverse publicity and could be forced to invest resources in addressing such damages, both in terms of time and

money. We maintain insurance coverage, including business interruption insurance with respect to each of our

facilities, which we believe is customary for the infrastructure industries in India and jurisdictions in which we

operate. Our insurance, however, may not provide adequate coverage in certain circumstances and is subject to

certain deductibles, exclusions and limits on coverage. There can be no assurance that there will not be any work

related or other accidents in the future.

24. We depend on sub-contractors for the timely and successful completion of some of our projects and failure on the

part of our sub-contractors to perform their obligations in a timely manner or at all could adversely affect our

ability to complete projects in a timely manner at commercially viable terms or at all. This in turn could subject us

to time and cost overruns, defaults under the contracts for such projects and loss of revenue and profitability.

We are sub-contractors on some of our projects and we sub-contract work on some of our projects. When we are a

sub-contractor, payment on such projects depends upon the performance of the principal contractor and/or other

project sub-contractors and when we sub-contract, payments from our clients depend on our sub-contractors’

45

performance. A completion delay on the part of a principal or subcontractors, for any reason, could result in delayed

payment to us. The execution risks we face in subcontracted projects include:

our principal or sub-contractors may not be able to complete the project construction on time, within budget or to

the specifications and standards that have been set in the contracts;

our principal or sub-contractors may not be able to obtain adequate working capital or other financing on

favourable terms as and when required to complete construction;

where we sub-contract, we may not be able to pass on certain risks to sub-contractors such as unforeseen site and

geological conditions which may make the site unsuitable for the project;

as we expand geographically, we may have to use sub-contractors with whom we are not familiar, which could

increase the risk of cost overruns, construction defects and failures to meet scheduled completion dates; and

where we sub-contract work, we remain responsible for the sub-contracted work which means clients still have

recourse to us in respect of actions, omissions and defects by our sub-contractors.

25. We operate in an industry that is capital intensive in nature and we may not be able to raise the required capital on

favourable terms, or at all, for future projects which may have an adverse effect on our business and results of

operations.

The nature of business of our Company is working capital intensive. In many cases, significant amounts of working

capital are required to finance the purchase of materials, the hiring of equipment and the performance of engineering,

construction and other work on projects before payments are received from clients. In certain cases, we are

contractually obligated to our clients to fund the working capital requirements of our projects. Our working capital

requirements may increase if, under certain contracts, payment terms do not include advance payments or such

contracts have payment schedules that shift payments toward the end of a project or otherwise increase our working

capital burdens. In addition, our working capital requirements have increased in recent years because we have

undertaken a growing number of projects within a similar timeframe and due to the growth of our Company’s

business generally. All of these factors may result, or have resulted, in increases in our working capital needs.

The outstanding cash credit facilities (working capital) on a consolidated basis for the years ended March 31, 2014,

March 31, 2013 and March 31, 2012 was ₹ 8,429.53 million, ₹ 7,214.34 million and ₹ 5,040.00 million respectively.

Any increase in the cost of borrowing may make the Company's operations less competitive and also affect the

Company's profitability negatively.

It is customary in the industry in which we operate to provide bank guarantees or performance bonds in favour of

clients to secure obligations under contracts. These may extend, wholly or partly, for a period of 12 – 60 months even

after the date of completion of a project. If we are unable to provide sufficient collateral to secure the letters of credit,

bank guarantees or performance bonds, our ability to enter into new contracts or obtain adequate supplies could be

limited. Providing security to obtain letters of credit, bank guarantees and performance bonds increases our working

capital needs. We may not be able to continue obtaining new letters of credit, bank guarantees, and performance

bonds in sufficient quantities on commercially acceptable terms, or at all, to match our business requirements.

26. We have entered into debt agreements which contain restrictive covenants, placing significant limitations on us,

which could restrict our ability to conduct our business and grow our operations and increases in interest rates

may impact our results of operations.

Some debt agreements entered into by us contain restrictive covenants, which, among other things, restrict our

ability to raise additional equity, dilute the shareholding of our promoters and promoter group below 51% of the paid

up and voting share capital of the Company, incur additional debt, pay dividends, make investments, engage in

transactions with affiliates, create liens, mortgage, charge or create any security on the assets, sell assets or acquire

facilities or other businesses and change capital structure, amongst other things. Any default of such restrictions will

entitle the respective lenders to call a default against us, enforce remedies under the terms of the financing

documents, that could include, among other things, acceleration of repayment of the amounts outstanding under the

financing documents, enforcement of the security interest created under the financing documents, taking possession

of the secured assets or, at their option, terminate the relevant loan agreements.

A default by us under the terms of any financing document may also trigger a cross-default under our other financing

documents, or our other agreements or instruments containing cross-default provisions, which may individually or in

the aggregate, have an adverse effect on our business, results of operations, financial condition and credit rating.

There have been irregularities in the repayment of banking facilities such as delay in principal / interest payment on

the outstanding term loans and working capital loans. We have been referred to a Joint Lenders Forum for

46

restructuring of debts. For further details, see “— We have experienced certain adverse developments including

having to enter into debt restructuring scheme owing to defaults by our Company of various loans. Such events may

result in loss of our Company’s reputation and adversely affect our operations, financial condition and cash flows,

and may also result in additional equity capital funding from our Promoters thereby diluting your equity stake in our

Company” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt

Restructuring Scheme” on page 37 and 85 of this Preliminary Placement Document, respectively.

If the lenders of a material amount of the outstanding loans declare an event of default simultaneously, we may be

unable to pay our debts as they fall due. For details of our total outstanding loans, see ““Management’s Discussion

and Analysis of Financial Condition and Results of Operations — Indebtedness” on page 79 of this Preliminary

Placement Document.

27. We are in breach of certain financial and other covenants under our financing arrangements which could result

in acceleration of payment obligations or enforcement of the underlying security, thereby adversely affecting our

business and results of operations.

We are presently in breach of certain financial covenants under some of our financing agreements. The breach of such

covenants entitles the respective lenders to enforce remedies under the terms of the respective financing agreements.

Further, such breaches and relevant actions by the respective lenders could also trigger enforcement action by other

lenders pursuant to cross-default provisions under certain of our financing agreements. Any failure to service our

indebtedness, maintain the required security interests, comply with covenants or comply with a requirement to obtain

a consent or otherwise perform our obligations under our financing agreements could lead to a termination of one or

more of our credit facilities, trigger cross default provisions, penalties and acceleration of amounts due under such

facilities and cause lenders to force a sale of our assets, a substantial majority of which secure our outstanding loans,

which would materially and adversely affect our business, financial condition and results of operations. Further,

where our property is secured through a mortgage, in the event of default, our property may be subject to foreclosure

proceedings.

28. Our financing agreements entail interest at variable rates and any increases in interest rates may adversely affect

our results of operation and financial condition.

We are susceptible to changes in interest rates and the risks arising therefrom. Our financing agreements entail

interest at variable rates with a provision for the periodic reset of interest rates. Currently, a majority of our

borrowings are at floating rates of interest. Further, under our financing agreements the lenders are entitled to change

the applicable rate of interest depending upon the policies of the Reserve Bank of India and in the event of an adverse

change in our Company’s credit risk rating. Further, in recent years, the Government of India has taken measures to

control inflation, which have included tightening the monetary policy by raising interest rates. Although we have

certain interest rate hedging transactions in the past, any increase in interest rates may have an adverse effect on our

results of operations and financial condition.

29. We have in the past entered into related party transactions and may continue to do so in the future. It is likely that

we will continue to enter into related party transactions in the future and such transactions, individually or in the

aggregate, may have an adverse effect on our financial condition, cash flows and results of operations.

We have, in the course of our business, entered into transactions with related parties. While we believe that all such

transactions have been/ would be conducted on an arm’s length basis, there can be no assurance that we could not

have achieved more favourable terms had such transactions not been entered into with these related parties. Such

related party transactions may give rise to potential conflicts of interest with respect to dealings between us and the

related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future and

such transactions, individually or in the aggregate, may have an adverse effect on our financial condition, cash flows

and results of operations. For further details of related party transactions entered into by us, see “Financial

Statements” on page 174 of this Preliminary Placement Document and the annual reports available on the website of

the Company.

30. Our Company has provided corporate guarantees to the lenders of some of our Subsidiaries to secure the loans

availed by such Subsidiaries which if invoked, may adversely affect our cash flows, results of operations and

financial conditions.

Our Company has provided corporate guarantees and undertakings to the lenders of some of our Subsidiaries to

secure the loans availed by such Subsidiaries. As of March 31, 2014 we have provided corporate guartanees

amounting to ₹ 600 million to our Subsidiaries. In the event that our Subsidiaries are not in a position to service its

47

payment obligations under its loan facilities, we may be called upon by the lenders to fulfill such payment

obligations as a guarantor. Any such instance may have adverse impacts on the financial condition, cash flows,

business and results of operations and prospects of our Company.

31. We have a number of contingent liabilities (amounting to 8.12% of our consolidated net worth as on March 31,

2014) and our profitability could be adversely affected if any of these contingent liabilities materialize.

Majority of our projects are covered by guarantees, which may include advance payment guarantees, bid guarantees

or bank guarantees. Assets of the Company have been secured under such financing arrangements and any default on

behalf of the Company may compel the financing institutions to sell or otherwise dispose of the assets charged

thereunder. The outstanding corporate guarantees covering our projects as of March 31, 2014, were ₹ 600 million,

which constituted 8.12% of our consolidated net worth as on March 31, 2014.

If any of these contingent liabilities materialise, our profitability may be adversely affected. For a more detailed

description of our contingent liabilities, see “Financial Statements” on page 174 of this Preliminary Placement

Document.

32. We have outstanding defaults in relation to certain undisputed statutory dues payable to various authorities as of

December 31, 2014 which will adversely effect our cash flows and financial condition.

We have defaulted in regularly depositing certain undisputed statutory dues including investor education and

protection fund, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as

applicable, with the appropriate authorities and there have also been significant delays in a large number of cases.

Undisputed amounts payable in respect of income-tax, provident fund, employees’ state insurance and profession tax

which were outstanding as of December 31, 2014 for a period of more than six months from the date they became

payable are as follows:

Sr.

No.

Nature of the dues Amount ( ₹ in million)

1. Tax Deduction at Source 33.90

2. Service Tax 8.50

3. Provident Fund 16.98

4. Professional Tax 2.57

5. Employees State Insurance Corporation 3.19

Further, there have been defaults by our Subsidiaries in payments of statutory dues. We cannot assure you that our

financial condition will not be adversely effected on payment of such outstanding dues or that there will be no

defaults in payment of statutory dues in the future.

33. Adverse weather conditions and natural disasters may affect the speed of our execution and could cause

significant interruptions in operations which may lead to delay in completion of projects undertaken by us within

the stipulated time leading to cost escalation or termination of the project, which in turn could adversely affect

our results of operations.

Extended periods of adverse weather conditions or periods of heavy or sustained rainfall or any such extreme

weather condition could result in delays or disruptions to our operations during critical periods and consequently

result in reduced sales and profits. The procurement and construction works carried out in respect of our projects also

involve a number of hazards including earthquakes, flooding, and landslides. Natural disasters may cause significant

interruption to our operations, disruption to our properties and damage to the environment that could have an adverse

impact on us.

We cannot assure you that the operation of our infrastructure assets will not be affected by any of the incidents and

hazards listed above, or that the terms of our insurance policies will be adequate to cover any damage caused by

any such incidents and hazards.

34. Our insurance coverage may not adequately protect us against all material hazards.

Our insurance coverage primarily includes all risk insurance policies, fire insurance, personal accident coverage

insurance, money insurance, workmen’s compensation policies, plant and machinery insurance as well as transit

insurance. Under most of our concession agreements, we are required to obtain insurance for the project undertaken

by us. While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the

48

normal risks associated with the operation of our business and we are in compliance with the requirements of the

concession agreements, we cannot assure you that any claim under the insurance policies maintained by us will be

honoured fully, in part or on time, or that we have taken out sufficient insurance to cover all material losses. Further,

we may not have obtained insurance cover for some of our projects that do not require us to maintain insurance.

To the extent that we suffer loss or damage for which we did not obtain or maintain insurance, and which is not

covered by insurance or exceeds our insurance coverage, the loss would have to be borne by us and our results of

operations, cash flows and financial performance could be adversely affected. For further details on insurance

arrangements, see section titled “Our Business– Insurance” on page 109 of this Preliminary Placement Document.

35. We may encounter problems relating to the operations of our joint ventures, which could impose additional

financial and performance obligations resulting in reduced profits or, in some cases, significant losses from the

joint venture and may cause financial liability and may adversely affect our business and financial condition.

As a consequence of pre-qualification and client requirements, and to mitigate risks associated with projects, we

enter into various joint ventures with domestic construction companies as part of our business. We anticipate that our

future projects will continue to be developed and maintained through joint ventures as we continue to jointly bid for

contracts with suitable joint venture partners. The success of these joint ventures depends significantly on the

satisfactory performance by our joint venture partners and fulfilment of their obligations. Our liability in relation to

the projects being executed by our joint ventures is typically joint and several. If our joint venture partners fail to

perform these obligations satisfactorily, the joint venture may be unable to perform adequately or deliver its

contracted services. In such cases, we may be required to make additional investments or provide additional services

to ensure the adequate performance and delivery of the contracted services as bid documents typically provide that

we are jointly and severally liable to clients as a member of such joint ventures in our projects. These additional

obligations could result in reduced profits or, in some cases, significant losses for us. The inability of a joint venture

partner to continue with a project due to financial or legal difficulties could mean that we would bear increased and

possibly sole responsibility for the completion of the project and bear a correspondingly greater share of the financial

risk of the project. In some cases, we may not be able to provide the services which our joint venture partners have

failed to provide, due to our lack of experience or expertise in certain areas and we may not be successful in finding

suitable substitute partners.

In addition, we may also need the cooperation and consent of our various joint venture partners in connection with

the operations of our joint ventures, which may not always be forthcoming. We may have disagreements with our

joint venture partners regarding the business and operations of the joint ventures. We cannot assure you that we will

be able to resolve such disputes in a manner that will be in our best interests, especially where we have minority

stakes in the joint ventures. If we are unable to successfully manage relationships with our joint venture partners, our

projects and our profitability may suffer. In addition, our joint venture partners may have economic or business

interests or goals that are inconsistent with ours. Any of these factors could adversely affect our business, financial

condition and results of operations.

36. We require certain approvals or licenses in the ordinary course of business and any inability to procure any or all

such licenses or retain them in a timely manner, or at all, could expose us to significant risk including

abandonment and/or delay of certain project and an adverse effect on business, revenue and financial results.

We require certain approvals, licenses, registrations and permissions for operating our business and are also required

to obtain certain consents and permissions including labour related consents and permissions pursuant to our EPC

contracts and concession agreements. Some of these approvals may have expired for which we may have either

made or may be in the process of making an application for obtaining their approval or renewal. If we fail to obtain or

retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, our business may be

adversely affected. Furthermore, government approvals and licenses are subject to numerous conditions, some of

which are onerous and require us to make substantial expenditure. If we fail to comply, or a regulator claims we have

not complied, with these conditions, our business, financial condition and results of operations could be adversely

affected.

37. Our business is subject to a variety of safety, health and environmental laws and regulations. Any failure on our

part to comply with applicable environmental laws and regulations could have an adverse effect on our business,

financial condition, cash flows and results of operation.

As an infrastructure company, we are required to comply with various laws and regulations relating to the

environment. Some of our project operations are subject to environmental laws and regulations including the

Environmental Protection Act 1986, the Air (Prevention and Control of Pollution) Act 1981, the Water (Prevention

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and Control of Pollution) Act 1974 and other regulations promulgated by the Ministry of Environment and the

Pollution Control Boards (PCBs) of the relevant states. We may incur substantial costs in complying with

environmental laws and regulations. There can be no assurance that compliance with such laws and regulations will

not result in completion delays or material increases in our costs or otherwise have an adverse effect on our financial

condition and results of operations.

We believe environmental regulation of industrial activities in India will become more stringent in the future. The

scope and extent of new environmental regulations, including their effect on our operations, cannot be predicted with

certainty. The costs and management time required to comply with these requirements could be significant. The

measures we implement in order to comply with these new laws and regulations may not be deemed sufficient by

governmental authorities and our compliance costs may significantly exceed our estimates. If we fail to meet

environmental requirements, we may also be subject to administrative, civil and criminal proceedings by

governmental authorities, as well as civil proceedings by environmental groups and other individuals, which could

result in substantial fines and penalties against us as well as orders that could limit or halt our operations.

There can be no assurance that we will not become involved in future litigation or other proceedings or be held

responsible in any such future litigation or proceedings relating to safety, health and environmental matters in the

future, the costs of which could be material. Clean-up and remedial costs, as well as damages, other liabilities and

related litigation, could adversely affect our business, financial condition and results of operations.

38. Our business could be adversely affected by the unauthorized use of trademark and brand of our Company

Our Company has registered ‘ ’ logo with the trade marks registry, Government of India for the

protection of its intellectual property. Certain group companies are using logos similar to the ‘Supreme (logo)’ which

has been registered by the Company. We do not have any contractual agreement with such group companies for using

the ‘Supreme (logo)’. Unauthorized use or misuse of such similar logos may adversely effect the business of the

Company.

39. We are dependent on our senior management personnel as well as the availability of qualified personnel and an

inability to attract, recruit, retain and train our senior management and other key personnel could adversely affect

our business and results of operations.

We are dependent on our Directors, senior management and other key personnel, including skilled project

management personnel, for setting our strategic direction and managing our business, which are crucial to our

success and business strategy.

Our senior managers have extensive knowledge of our Company’s business, industry and operations. While we

believe that we have been successful in securing the satisfaction and loyalty of its key employees, it is possible that

in the future the Company may not be able to retain its key personnel or skilled employees. The loss of services of

our Directors, senior management or other key personnel or our inability to recruit or train a sufficient number of

experienced personnel or our inability to manage the attrition levels in different employee categories may have an

adverse effect on our results of operations.

40. Our Company does not maintain contractual relationship with contractors for hiring of contract labour.

We rely on contractors who engage on-site labourers for performance of operations that involve unskilled labour. The

requirement of these contract labourers is presently met through local contractors. Our Company does not typically

maintain contractual relationship with these contractors. Any change in relationship with these contractors may

adversely affect our operations. Further, pursuant to hiring such labourers, there is a possibility of an application

being made by the contract labourers to a court/tribunal, pleading for regularisation or absorption as permanent

employees of the Company, which may lead to judicial proceedings and /or orders against the Company.

41. Our results of operations could be adversely affected by strikes, work stoppages or increased wage demands by our

employees or any other kind of disputes with our employees.

We employ a significant number of employees. As on September 30, 2014 we had 2,125 employees on our rolls.

Historically, we have not experienced any significant strikes or other labour disputes. However, there can be no

assurance that we will not experience disruptions to our operations due to disputes or other problems with our work

force, which may adversely affect our business and results of operations.

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We also regularly contract with subcontractors and third parties for the provision of labour for our projects, including

international projects. We are dependent on these subcontractors and third parties, and if they experience disruptions

related to their work force, including strikes and work stoppages, those disruptions may have an adverse effect on our

business and results of operations. We cannot assure you that skilled labour, whether hired directly, through

subcontractors or third parties, will continue to be available at reasonable rates and in the areas in which we execute

our projects. As a result, we may be required to mobilize additional resources at a greater cost to us to ensure the

adequate performance and delivery of contracted services.

42. Our Company has no experience in some of its lines of activity.

We have entered into agreements for the construction of a stay cable bridge, funicular ropeway project development

and other challenging opportunities. Our Company does not have prior experience in such lines of business and thus

shall be vulnerable to risks associated with such ventures like price escalation, delay in completion of the contract and

deficiency in the quality of construction.

43. Promoters of our Company have interests in other companies, which are into the same or similar lines of business

as the Company.

The Promoters have incorporated a company in the name and style of “Supreme Housing and Hospitality Private

Limited” with the objective of infrastructure development as contractors and also to run and carry on the businesses

of hotels, restaurants etc. which is similar to the business of the Company. Thus, there is a possibility of a conflict of

interest between such companies managed by the Promoters.

44. Our success depends upon our ability to sustain effective implementation of our business and growth strategy.

Failure to manage our growth could disrupt our business and reduce our profitability.

We have experienced high growth in previous years and expect our businesses to grow significantly by increasing

the projects that we are bidding for and increasing manufacturing capacities. Although we plan to continue to expand

our scale of operations through organic growth or investments in other entities, we may not grow at a rate

comparable to our growth rate in the past, either in terms of income or profit. Even then, we expect our future growth

to place significant demands on our management and operations and require us to continuously evolve and improve

our financial, operational and other internal controls across the organisation. In particular, continued expansion

increases the challenges involved in:

maintaining high levels of project control and management, and client satisfaction;

recruiting, training and retaining sufficient skilled management and technical and marketing personnel;

adhering to health, safety and environment and quality and process execution standards that meet client

expectations;

operating in jurisdictions where we have limited experience;

preserving a uniform culture, values and work environment in operations within and outside India;

Increase in funding requirement; and

developing and improving our internal administrative systems, particularly our financial, operation and other

internal control systems.

Any inability to manage our growth may have an adverse effect on our business and results of operations. We may

not be successful in implementing our strategies.

45. The Company’s business is dependent on the implementation of the Central and State budget allocation to the

building and infrastructure sectors. Policies and political situation in the country will have an impact on our

performance.

Demand for our construction services is principally dependent on sustained economic development in the regions in

which we operate. In addition, demand for our infrastructure services is largely dependent on government policies

relating to infrastructure development and budgetary allocations made by governments for such development, as well

as funding provided by international and multilateral development financial institutions for infrastructure projects.

Investment by the private sector in infrastructure projects is dependent on the potential returns from such projects and

is therefore linked to government policies relating to private sector participation and the sharing of risks and returns

from such projects. A reduction of capital investment in the building or infrastructure sectors for any reason could

have a material adverse effect on our business, results of operations and financial condition.

46. Some of our corporate records relating to allotments of our equity shares in the past are not traceable.

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We are unable to trace copies of certain corporate records and filings in relation to equity shares issued and allotted by

the Company in the past, and in particular, on allotments of equity shares of the Company from its incorporation on

April 8, 1983 till January 7, 2007. We have placed reliance on other documents, including our prospectus dated

October 3, 2007 in relation to the initial public offering of shares of the Company for corroborating the share capital

history of the Company for such period. We have not been able to obtain copies of such relevant documents,

including from the relevant Registrar of Companies in India.

47. We will continue to be controlled by our Promoters and certain Promoter Group entities after the completion of

the Issue and our Promoters may take or block actions with respect to our business, which may conflict with our

interests or the interests of our minority shareholders.

The pre-Issue shareholding of our Promoters and Promoter Group, as on January 2, 2015 was 59.05%.

Consequently, our Promoters will continue to exercise significant control over us, including being able to control

the composition of our Board of Directors and determine matters requiring shareholder approval or approval of our

Board of Directors. Our Promoters may take or block actions with respect to our business, which may conflict with

our interests or the interests of our minority shareholders. By exercising their control, our Promoters could delay,

defer or cause a change of our control or a change in our capital structure, delay, defer or cause a merger,

consolidation, takeover or other business combination involving us, discourage or encourage a potential acquirer

from making a tender offer or otherwise attempting to obtain control of us.

48. Our Company has pledged some of its shareholding in the subsidiaries with certain lenders. If the lenders exercise

their rights and dilute the shareholding of our Company, it may adversely affect our business.

Our Company has pledged some of its shareholding in the subsidiaries with certain lenders. If the pledges are

enforced, the shareholding of our Company in the subsidiaries may be diluted and we may face certain impediments

in taking decisions on certain key, strategic matters in relation to such subsidiaries and amongst other things, will

entitle the lenders to attend general meetings of our subsidiaries, and exercise voting rights in respect of the pledged

equity shares of the subsidiaries, which may adversely affect our business, results of operations and financial

condition.

49. Our inability to obtain, renew or maintain the statutory and regulatory permits and approvals required to

operate our business could have a material adverse effect on our business.

We require certain statutory and regulatory permits and approvals for our business, including various approvals for

the purpose of operating our projects. Additionally, we may need to apply for further approvals in the future

including renewal of approvals that may expire from time to time. There can be no assurance that the relevant

authorities will issue such permits or approvals in the timeframe anticipated by us or at all. Failure by us to renew,

maintain or obtain the required permits or approvals at the requisite time may result in the interruption of our

operations and may have an adverse effect on our business, financial condition and results of operations. Further,

we cannot assure that the approvals, licenses, registrations and permits issued to us would not be suspended or

revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or

pursuant to any regulatory action.

50. No audited standalone or consolidated financial statements post March 31, 2014 are available.

We don’t have any audited financial statement after March 31, 2014 available. Our unaudited reviewed standalone

interim financial statements as at and for the six months ended September 30, 2014 is available. However, the

unaudited statements and the limited review report thereof doesn’t include the notes to accounts, schedules and

annexures and only include limited balance sheet and profit and loss account information unlike our audited

consolidated financial statement as at and for the year ended March 31, 2014.

51. Our Company has experienced negative cash flows in fnancial year 2012 and may experience the same in

future.

We have had negative cash flows from operating activities as per our audited financial statements for the financial

year 2012. There can be no assurance that we will not have negative cash flows in the future. Negative cash flows

over extended periods, or significant negative cash flows in the short term, could materially impact our ability to

operate our business and implement our business strategies and growth plans. As a result, our business, financial

condition and results of operations could be materially and adversely affected. For further details, please see section

titled “Financial Statements” on page 174 of this PreliminaryPlacement Document.

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52. Any downgrading of our or our Subsidiaries' debt rating by a credit rating agency could have a negative impact on

our business.

Any adverse revision to our Company or our Subsidiaries’ credit rating or the rating of India's domestic or

international debt by international rating agencies may adversely impact our ability to raise additional financing and

the interest rates and other commercial terms at which such funding is available. This could have an adverse effect on

our business and future financial performance, our ability to obtain financing for capital expenditures and the trading

price of the Equity Shares. India Ratings & Research (Ind-Ra) has downgraded the Company’s Long-Term Issuer

Rating to ‘IND BB’ from ‘IND BBB-’.

53. There have been certain proceedings in the past against some of our Directors, in relation to entities with which

they were previously associated and against them in their personal capacity, which have been instituted by SEBI

and MCA amongst other regulatory authorities.

There have been findings against some of our Directors, in relation to entities with which they were previously

associated and against them in their personal capacity which have been instituted by SEBI and MCA amongst other

regulatory authorities. In some of these cases these Directors have been penalised by the regulator. There can be no

assurance that there will be no such proceedings against our Promoters and/or the Directors in the future. If such

proceedings are instituted against our Promoter and Directors it may result in loss of our Company’s reputation and

adversely affect our business and operations.

54. Significant differences exist between Indian GAAP, used throughout our financial information and other

accounting principles with which investors may be more familiar.

As stated in the report of our auditors included in this Preliminary Placement Document, our financial statements are

prepared and presented in conformity with Indian GAAP, consistently applied during the periods stated, except as

provided in such reports, and no attempt has been made to reconcile any of the information given in this Preliminarey

Placement Document to any other principles or to base it on any other standards. Indian GAAP differs from

accounting principles and auditing standards with which prospective investors may be familiar in other countries,

including IFRS. Accordingly the degree to which the financial information included in this Placement Document will

provide meaningful information is dependent on your familiarity with Indian GAAP and the Companies Act. Any

reliance by persons not familiar with Indian GAAP on the financial disclosures presented in this Placement

Document should accordingly be limited.

Risks Relating to India

1. Changing laws, rules and regulations and legal uncertainties may adversely affect our business and financial

performance.

Our business and financial performance could be adversely affected by any change in laws or interpretations of

existing, or the promulgation of new laws, rules and regulations applicable to us and our business. We cannot

assure you that the Central Government or State Governments in India will not implement new regulations and

policies which will require us to obtain additional approvals and licenses from the government and other

regulatory bodies or impose onerous requirements and conditions on our operations. We cannot predict the

terms of any new policy, and we cannot assure you that such policy will not be onerous. For example, the

Ministry of Road Transport and Highways has prepared a draft legislation to establish an industry regulator

with both enforcement and advisory functions. The government is seeking the views of the concerned

ministries on the draft Regulatory Authority for Highways in India Bill, 2013. The draft Bill proposes to, inter

alia, give adjudicatory powers to a proposed regulator (independent of the NHAI) in areas such as contract

dispute resolution, enforcement of contractual provisions and renegotiation of future contracts.

Further, the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and

Resettlement Act, 2013 (the “Land Acquisition Act, 2013”) came into force with effect from January 1, 2014.

However, the rules related to its implementation are yet to be notified. The provisions of the Land Acquisition

Act, 2013 cover various aspects related to the acquisition of land which may affect us, including provisions

stipulating (i) restrictions on land acquisition (e.g., certain types of agricultural land) and (ii) compensation,

rehabilitation and resettlement of affected people residing on such acquired land. Even though the National

Highways Act, 1956, as amended, has been exempt from the applicability of the Land Acquisition Act, 2013,

the Central Government, may by notification, within one year from the date of commencement of the Land

Acquisition Act, 2013 (i.e. by January 1, 2015), direct that any of the provisions of the Land Acquisition Act,

53

2013 in relation to determination of compensation, rehabilitation and resettlement apply to cases of land

acquisition under the exempt laws, including the National Highways Act, 1956. Any changes and related

uncertainties with respect to the implementation of new regulations may have an adverse effect on our business,

financial condition and results of operations, including delays in commissioning schedule of our projects.

2. Significant increases in the price or shortages in supply of crude oil could adversely affect the volume of

traffic at the projects operated by us and the Indian economy in general, including the infrastructure sector,

which could have an adverse effect on our business and results of operations.

India imports a significant majority of its requirements of crude oil. Crude oil prices are volatile and are subject

to a number of factors, including the level of global production and political factors, such as war and other

conflicts, particularly in the Middle East, where a substantial proportion of the world’s oil reserves are located.

Any significant increase in the price of or shortages in the supply of crude oil could adversely affect the

volume of traffic at the projects operated by us and adversely affect the Indian economy in general, including

the infrastructure sector, which could have an adverse effect on our business and results of operations.

3. The Companies Act, 2013 has effected significant changes to the existing Indian company law framework

and the SEBI has introduced changes to the listing agreement, which are effective from October 1, 2014,

which may subject us to greater compliance requirements and increase our compliance costs.

A majority of the provisions and rules under the Companies Act, 2013 have been notified and have come into

effect from the date of their respective notification, resulting in the corresponding provisions of the Companies

Act, 1956 ceasing to have effect. The Companies Act, 2013 has brought into effect significant changes to the

Indian company law framework, such as in the provisions related to issue of capital (including provisions in

relation to issue of securities on a private placement basis), disclosures in an offer document, corporate

governance norms, accounting policies and audit matters, specific compliance requirements such as obtaining

prior approval from audit committee, board of directors and shareholders for certain related party transactions,

introduction of a provision allowing the initiation of class action suits in India against companies by shareholders

or depositors, a restriction on investment by an Indian company through more than two layers of subsidiary

investment companies (subject to certain permitted exceptions), prohibitions on loans to directors, insider

trading and restrictions on directors and key managerial personnel from engaging in forward dealing. We may

also need to spend, in each financial year, at least two percent of our average net profits during the three

immediately preceding financial years towards corporate social responsibility activities. As a result of the

changes brought about by the Companies Act, 2013 to the provisions relating to accounting policies, going

forward, we may also be required to apply a different rate of depreciation. Further, the Companies Act, 2013

imposes greater monetary and other liability on the Company and Directors for any non-compliance. To ensure

compliance with the requirements of the Companies Act, 2013, we may need to allocate additional resources,

which may increase our regulatory compliance costs and divert management attention.

The Companies Act, 2013 has introduced certain additional requirements which do not have corresponding

provisions under the Companies Act, 1956. Accordingly, we may face challenges in interpreting and complying

with such requirements due to limited jurisprudence in respect of the relevant provisions. In the event our

interpretation of such provisions of the Companies Act, 2013 differs from, or contradicts with, any judicial

pronouncements or clarifications issued by the government in the future, we may face regulatory actions or we

may be required to undertake remedial steps. Additionally, some of the provisions of the Companies Act, 2013

overlap with other existing laws and regulations (such as the corporate governance norms and insider trading

regulations issued by the SEBI). Recently, the SEBI issued revised corporate governance guidelines which are

effective from October 1, 2014. Pursuant to the revised guidelines, we will be required to, inter alia, appoint

independent directors subject to terms and conditions as prescribed, establish a vigilance mechanism for

directors and employees and constitute or reconstitute certain committees in accordance with the revised

guidelines and appoint at least one female director to our board of directors by April 1, 2015. We may face

difficulties in complying with any such overlapping requirements. Further, we cannot currently determine the

impact of provisions of the Companies Act, 2013 or the revised SEBI corporate governance norms, which are yet

to come in force. Any increase in our compliance requirements or in our compliance costs may have an adverse

effect on our business and results of operations.

4. We may be affected by competition law in India and any adverse application or interpretation of the

Competition Act could adversely affect our business.

The Competition Act, 2002, as amended (the “Competition Act”), regulates practices having an appreciable

adverse effect on competition in the relevant market in India. Under the Competition Act, any formal or informal

54

arrangement, understanding or action in concert, which causes or is likely to cause an appreciable adverse effect

on competition is considered void and results in the imposition of substantial monetary penalties. Further, any

agreement among competitors which directly or indirectly involves the determination of purchase or sale prices,

limits or controls production, supply, markets, technical development, investment or provision of services,

shares the market or source of production or provision of services by way of allocation of geographical area, type

of goods or services or number of customers in the relevant market or directly or indirectly results in bid-rigging

or collusive bidding is presumed to have an appreciable adverse effect on competition. The Competition Act also

prohibits abuse of a dominant position by any enterprise.

On March 4, 2011, the Central Government issued and brought into force the combination regulation (merger

control) provisions under the Competition Act with effect from June 1, 2011. These provisions require

acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset

and turnover based thresholds to be mandatorily notified to and pre-approved by the Competition Commission of

India (the “CCI”). Additionally, on May 11, 2011, the CCI issued the Competition Commission of India

(Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, as amended,

which sets out the mechanism for implementation of the merger control regime in India. The Competition Act

aims to, among others, prohibit all agreements and transactions which may have an appreciable adverse effect on

competition in India. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive

conduct or combination occurring outside India if such agreement, conduct or combination has an appreciable

adverse effect on competition in India.

The applicability or interpretation of the Competition Act to any merger, amalgamation or acquisition proposed

or undertaken by us, or any enforcement proceedings initiated by CCI for alleged violation of provisions of the

Competition Act may adversely affect our business, financial condition or results of operation.

5. Changes in legislation or the rules relating to tax regimes could an adversely affect our business, prospects

and results of operations.

The Central Government has proposed to alter the implementation of direct taxes by way of introduction of the

Direct Taxes Code, 2013. The Direct Taxes Code, 2013 proposes to consolidate and amend laws relating to

income tax and wealth tax and has, among others, specified the manner of aggregation and computation of

income, minimum alternate tax, wealth tax, dividend distribution tax, provided for certain tax incentives and has

imposed penalties in the event of contravention of the provisions of such Code. Further, the Direct Taxes Code,

2013 has specific rates for taxation, including for non-residents. While in the recent budget, it was mentioned

that the Government of India is reviewing the Direct Taxes Code in its present form, if the Direct Taxes Code is

passed in its present form by both houses of the Indian Parliament and approved by the President of India and

then notified in the Gazette of India, it may have significant consequences for us.

Additionally, the Central Government has proposed a comprehensive national goods and services tax (“GST”)

regime that will combine taxes and levies by the Central and State Governments into a unified rate structure.

Given the limited availability of information in the public domain concerning the GST, we are unable to provide

any assurance as to the tax regime following implementation of the GST. The implementation of this new

structure may be affected by any disagreement between certain state Governments, which could create

uncertainty. Any such future amendments may affect our overall tax efficiency, and may result in significant

additional taxes becoming payable.

Further, the General Anti Avoidance Rules (GAAR) are proposed to be effective from April 1, 2016. The tax

consequences of the GAAR provisions being applied to an arrangement could result in denial of tax benefit

amongst other consequences. In the absence of any precedents on the subject, the application of these provisions

is uncertain. If the GAAR provisions are made applicable to our Company, it may have an adverse tax impact on

us.

We have not determined the impact of such proposed legislations on our business. Uncertainty in the

applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or

policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time

consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our

ability to grow our business in the future.

6. Our business is dependent on economic growth in India.

Our performance is dependent on the health of the overall Indian economy. There have been periods of

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slowdown in the economic growth of India. India’s economic growth is affected by various factors including

domestic consumption and savings, balance of trade movements, namely export demand and movements in key

imports (oil and oil products), global economic uncertainty and liquidity crisis, volatility in exchange currency

rates, and annual rainfall which affects agricultural production. The GDP growth rate of India has declined to

4.5% in financial year 2013 and 4.7% in financial year 2014 (Source: Indian Economic Survey 2013-14, Ministry

of Finance, Government of India). In the past, economic slowdowns have harmed industries including the road

infrastructure sector. Any future slowdown in the Indian economy could harm our business, results of operations

and financial condition.

7. If the rate of Indian price inflation increases, our results of operations and financial condition may be

adversely affected.

In recent years, India’s wholesale price inflation index has indicated an increasing inflation trend compared to

prior periods. An increase in inflation in India could cause a rise in the cost of transportation, wages, raw

materials or any other expenses. If this trend continues, we may be unable to reduce our costs or pass our

increased costs on to our customers and our results of operations and financial condition may be adversely

affected.

8. Our performance is linked to the stability of policies and the political situation in India.

The Central Government and State Governments have traditionally exercised, and continue to exercise, a

significant influence over many aspects of the economy. Our business, and the market price and liquidity of the

Equity Shares, may be affected by interest rates, changes in government policy, taxation, social and civil unrest

and other political, economic or other developments in or affecting India.

Since 1991, successive governments have pursued policies of economic liberalisation and financial sector

reforms. The current government has announced its general intention to continue India’s current economic and

financial sector liberalisation and deregulation policies. However, we cannot assure you that such policies will

be continued and a significant change in the government’s policies in the future could affect business and

economic conditions in India and could also adversely affect our business, financial condition and results of

operations.

Any political instability in India may adversely affect the Indian securities markets in general, which could also

adversely affect the trading price of the Equity Shares. Any political instability could delay the reform of the

Indian economy and could have an adverse effect on the market for the Equity Shares. Protests against

privatization could slow down the pace of liberalisation and deregulation. The rate of economic liberalisation

could change, and specific laws and policies affecting companies in the road infrastructure sector, foreign

investment, currency exchange rates and other matters affecting investment in our securities could change as

well. A significant change in India’s economic liberalisation and deregulation policies could disrupt business and

economic conditions in India and thereby affect our business.

9. Fluctuation in the value of the Rupee against foreign currencies may have an adverse effect on our results of

operations.

While all of our revenues and most of our expenses are denominated in Rupees, we have and may enter into

agreements in the future, including financing agreements and agreements to acquire components and capital

equipment, which are denominated in foreign currencies and require us to bear the cost of adverse exchange rate

movements. Accordingly, any fluctuation in the value of the Rupee against these currencies has and will affect

the Rupee cost to us of servicing and repaying any obligations we may incur that expose us to exchange rate risk.

10. Financial instability in Indian financial markets could adversely affect our results of operations and

financial condition.

The Indian financial market and the Indian economy are influenced by economic and market conditions in other

countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the United

States and elsewhere in the world in recent years has affected the Indian economy. Although economic

conditions are different in each country, investors’ reactions to developments in one country can have an adverse

effect on the securities of companies in other countries, including India. A loss in investor confidence in the

financial systems of other emerging markets may cause increased volatility in Indian financial markets and,

indirectly, in the Indian economy in general. Any global financial instability, including further deterioration of

credit conditions in the U.S. market, could also have a negative impact on the Indian economy. Financial

disruptions may occur again and could harm our results of operations and financial condition.

56

11. Our ability to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such

regulatory restrictions limit our financing sources for our projects under development and hence could constrain

our ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, we cannot

assure you that any required regulatory approvals for borrowing in foreign currencies will be granted to us

without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on our business

growth, financial condition and results of operations.

12. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract

foreign investors, which may adversely impact the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and

residents are freely permitted (subject to certain exceptions), if they comply with the valuation and reporting

requirements specified by the RBI. If a transfer of shares is not in compliance with such requirements and does

not fall under any of the exceptions specified by the RBI, then the RBI’s prior approval is required. Additionally,

shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and

repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian

income tax authorities. We cannot assure you that any required approval from the RBI or any other government

agency can be obtained on any particular terms or at all.

13. Any downgrading of India’s debt rating by a domestic or international rating agency could adversely affect

our business.

India’s sovereign debt rating could be downgraded due to various factors, including changes in tax or fiscal

policy or a decline in India’s foreign exchange reserves, which are outside our control. Any adverse revisions to

India’s credit ratings for domestic and international debt by domestic or international rating agencies may

adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at

which such additional financing is available. This could have an adverse effect on our business and financial

performance, ability to obtain financing for capital expenditures and the price of the Equity Shares.

14. The occurrence of natural or man-made disasters could adversely affect our results of operations and

financial condition.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tornadoes, fires, explosions,

pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely

affect our results of operations or financial condition, including in the following respects:

A natural or man-made disaster, could result in damage to our assets or losses in our projects, or the

failure of our counterparties to perform, or cause significant volatility in global financial markets.

Pandemic disease, caused by a virus such as H5N1, the “avian flu” virus, the Ebola virus, or H1N1, the

“swine flu” virus, could have a severe adverse effect on our business.

Political tension, civil unrest, riots, acts of violence, situations of war or terrorist activities may result in

disruption of services and may potentially lead to an economic recession and/or impact investor

confidence.

Risks Relating to Equity Shares and the Issue

1. Instability in financial markets could materially and adversely affect our results of operations and financial

condition.

The Indian economy and financial markets are significantly influenced by worldwide economic, financial and

market conditions. Any financial turmoil, especially in the United States of America or Europe, may have a

negative impact on the Indian economy. Although economic conditions differ in each country, investors'

reactions to any significant developments in one country can have adverse effects on the financial and market

conditions in other countries. A loss in investor confidence in the financial systems, particularly in other

emerging markets, may cause increased volatility in Indian financial markets. The global financial turmoil

starting in late 2008, an outcome of the sub-prime mortgage crisis which originated in the United States of

America, led to a loss of investor confidence in worldwide financial markets. Indian financial markets have also

57

experienced the contagion effect of the global financial turmoil, evident from the sharp decline in SENSEX,

BSE's benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy,

thereby resulting in a material and adverse effect on our business, operations, financial condition, profitability

and price of our Equity Shares.

2. The trading volume and market price of our Equity Shares may be volatile.

The market price of our Equity Shares may fluctuate as a result of, among others, the following factors, some of

which are beyond our control:

quarterly variations in our results of operations;

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those of our competitors;

changes in expectations as to our future financial performance, including financial estimates by research

analysts and investors;

a change in research analysts' recommendations;

announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or

capital commitments;

announcements by third parties or governmental entities of significant claims or proceedings against us;

new laws and governmental regulations applicable to our industry;

additions or departures of key personnel;

changes in exchange rates;

changes in the price of oil or gas;

fluctuations in stock market prices and volume; and

general economic and stock market conditions.

A decline in any of the factors listed above could adversely affect the price of our Equity Shares.

3. Investors may have difficulty enforcing foreign judgments against us or our management.

We are a limited liability company incorporated under the laws of India. All of our Directors and key

management personnel are residents of India and all our assets and such persons are located in India. As a result,

it may not be possible for investors to effect service of process upon us or such persons outside India, or to

enforce judgments obtained against such parties outside India. Furthermore, it is unlikely that an Indian court

would enforce foreign judgments if that court were of the view that the amount of damages awarded was

excessive or inconsistent with public policy. For further details, see section “Enforcement of Civil Liabilities” on

page 14 of this Preliminary Placement Document. A party seeking to enforce a foreign judgment in India is

required to obtain approval from RBI to execute such a judgment or to repatriate outside India any amount

recovered. It is uncertain as to whether an Indian court would enforce foreign judgments that would contravene

or violate Indian law.

4. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a

shareholder's ability to sell, or the price at which it can sell Equity Shares at a particular point in time.

The Equity Shares are subject to daily circuit breaker imposed by all stock exchanges in India on all listed

companies which does not allow transactions beyond certain volatility in the price of the Equity Shares. This

circuit breaker operates independently of the index-based market-wide circuit breakers generally imposed by

SEBI on Stock Exchanges. The percentage limits on our circuit breakers are set by the Stock Exchanges. The

Stock Exchanges are not required to inform us of the percentage limit of such circuit breakers and may change it

without our knowledge. This circuit breaker effectively limits the upward and downward movements in the price

of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability of our

shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares at

a particular point in time.

5. Currency exchange rate fluctuations may have a material adverse effect on the value of Equity Shares,

independent of our operating results.

The exchange rate between the Indian Rupee and the U.S. Dollar has changed substantially in recent years and

may fluctuate substantially in the future. Fluctuations in the exchange rate between the U.S. Dollar and the

Indian Rupee may affect the value of your investment in the Equity Shares. Specifically, if there is a change in

58

relative value of the Indian Rupee to the U.S. Dollar, each of the following values will also be affected:

The U.S. Dollar equivalent of the Indian Rupee trading price of our Equity Shares in India;

The U.S. Dollar equivalent of the proceeds that you would receive upon sale in India of any of our Equity

Shares; and

The U.S. Dollar equivalent of cash dividends, if any, on our Equity Shares, which will be paid only in

Indian Rupees.

You may be unable to convert Indian Rupee proceeds into U.S. Dollars or any other currency or the rate at which

any such conversion could occur could fluctuate. In addition, our market valuation could be seriously harmed by

the devaluation of the Indian Rupee, if U.S. investors analyze our value based on the U.S. Dollar equivalent of

our financial condition and results of operations. Additionally, you may be subject to exchange rate fluctuations

if you seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that

foreign currency from India. For historical movements, see the section “Exchange Rate Information” on page 15

of this Preliminary Placement Document.

6. Any future issuance of Equity Shares may dilute your shareholdings and sales of the Equity Shares by our

Promoters or other major shareholders may adversely affect the trading price of the Equity Shares.

There is no restriction on our ability to issue Equity Shares or our principal shareholders' ability to dispose of

their Equity Shares. Any future equity issuances by our Company may lead to the dilution of investors’

shareholdings in our Company. In addition, any sales of substantial amounts of the Equity Shares in the

secondary market, including by our Promoters or other major shareholders, or the perception that such sales

could occur, could adversely affect the market price of the Equity Shares and could materially impair future

ability of our Company to raise capital through offerings of the Equity Shares. We cannot predict the effect, if

any, that the sale of the Equity Shares held by our Promoters or other major shareholders or the availability of

these Equity Shares for future sale will have on the market price of the Equity Shares. There can be no assurance

that we will not issue further Equity Shares or that the shareholders will not dispose of, pledge or otherwise

encumber their Equity Shares.

7. There is no guarantee that the Equity Shares issued pursuant to this Issue will be listed on the BSE and NSE

in a timely manner or at all.

In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares will not be

granted by the BSE and the NSE until after those Equity Shares have been issued and allotted. Approval will

require all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure

or delay in listing the Equity Shares on the BSE and/or NSE. Any failure or delay in obtaining the approval

would restrict your ability to dispose of your Equity Shares.

8. An investor will not be able to sell any of the Equity Shares subscribed in this Issue other than on a recognized

Indian stock exchange for a period of 12 months from the date of the Issue of Equity Shares.

Pursuant to the SEBI Regulations, for a period of 12 months from the date of the issue of Equity Shares in the

Issue, QIBs subscribing to the Equity Shares in this Issue may only sell their Equity Shares on the floor of a

recognised stock exchange in India and may not enter into any off-market trading in respect of these Equity

Shares. We cannot be certain that these restrictions will not have an impact on the price of the Equity Shares.

9. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any gain

realised on the sale of listed equity shares on a stock exchange held for more than 12 months will not be subject

to capital gains tax in India if STT, has been paid on the transaction. STT will be levied on and collected by an

Indian stock exchange on which the equity shares are sold. Any gain realised on the sale of equity shares held for

more than 12 months by an Indian resident, which are sold other than on a recognised stock exchange and as a

result of which no STT has been paid, will be subject to capital gains tax in India. Further, any gain realised on

the sale of equity shares held for a period of 12 months or less will be subject to capital gains tax in India. Capital

gains arising from the sale of equity shares will be exempt from taxation in India in cases where an exemption is

provided under a treaty between India and the country of which the seller is a resident. Generally, Indian tax

treaties do not limit India's ability to impose tax on capital gains. As a result, residents of other countries may be

liable for tax in India as well as in their own jurisdictions on gains arising from a sale of equity shares.

59

10. Foreign investors are subject to foreign investment restrictions under Indian laws which limit our ability to

attract foreign investors, which may adversely impact the market price of the Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and

residents are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and

reporting requirements specified by the RBI. If the transfer or shares, which are sought to be transferred, is not in

compliance with such pricing guidelines or reporting requirements or fall under any of the exceptions referred to

above, then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the

Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from

India will require a no objection/ tax clearance certificate from the income tax authority. We cannot assure

investors that any required approval from the RBI or any other Government agency can be obtained on any

particular terms or at all.

11. We may not maintain historical dividends in the future.

While we have paid dividends in the past, there can be no assurance as to whether we will pay dividends in the

future and, if so, the level of such future dividends. Our declaration, payment and amount of any future dividends

is subject to the discretion of our Board of Directors, and will depend upon, among other factors, our earnings,

financial position, cash requirements and availability of profits, as well as the provisions of relevant laws in India

from time to time.

60

MARKET PRICE INFORMATION

The Equity Shares have been listed and traded on the BSE and the NSE since 2007. As on the date of this Preliminary

Placement Document, 22,092,087 Equity Shares have been issued, subscribed and are fully paid up.

On January 19, 2015, the closing price of the Equity Shares on the BSE and the NSE was ₹ 268.15 and ₹ 269.00 per

Equity Share, respectively. The market price and other information for each of the BSE and the NSE has been given

separately.

i) The following tables set forth the reported high, low, average market prices and the trading volumes of the

Equity Shares on the Stock Exchanges on the dates on which such high and low prices were recorded and the

total trading volumes for Financial Years ended March 31, 2012, March 31, 2013 and March 31, 2014:

NSE

Financial

Year

High

( ₹ )

Date of

High

Number

of

Equity

Shares

traded

on the

date of

high

Total

volume

of

Equity

Shares

traded

on the

date of

high

(In ₹

million)

Low

( ₹ ) Date

of low

Number

of

Equity

Shares

traded

on the

date of

low

Total

volume

of

Equity

Shares

traded

on the

date of

low

(In ₹

million

Average

price

for the

year

(In ₹)

Total volume of Equity

Shares traded in the

Financial Year

In

number

(In ₹

million)

FY 2014

- April 1,

2013 to

January

7, 2014

229.1

November

19,2013

1,28,724

29.307

157.5

August 2,

2013

2,813

0.449

193.40881

31,07,962

609.108

FY 2014

- January

8, 2014 to

March

31, 2014*

225.2

March

31,2014

6,905

1.534

189.7

January

20, 2014

2,509

0.476

207.5431

3,73,639

77.172

2013 334.9

April

20,2012

48,111

16.242

176.1

March

26,2013

24,165

4.285

268.1372

41,20,572

1,093.572

2012 294.4

March

30,2012

1,63,155

48.066

159.4

December

29,2011

2,189

0.349

226.91885

76,08,264

1,882.281

Source: www.nseindia.com * 33,50,000 equity shares of ₹10/each issued at a premium of ₹ 175/per share to Promoters & other than Promoters on preferential

basis - Trading commenced w.e.f. January 8, 2014

BSE

Financial

Year

High

( ₹ )

Date of

High

Number

of

Equity

Shares

traded

on the

date of

high

Total

volume

of

Equity

Shares

traded

on the

date of

high

(In ₹

million)

Low

( ₹ ) Date

of low

Number

of

Equity

Shares

traded

on the

date of

low

Total

volume

of

Equity

Shares

traded

on the

date of

low

(In ₹

million

Average

price

for the

year

(In ₹)

Total volume of Equity

Shares traded in the

Financial Year

In

number

(In ₹

million)

FY 2014

- April 1,

2013 to

January

7, 2014

228.65

November

19,2013

1,80,200

0.1802

157.6

August 5,

2013

305

0.048925

193.09661

19,37,596

384.18226

FY 2014

- January

8, 2014 to

March

31, 2014*

224.25

March

31,2014

3,221

0.71094

189.1

January

20, 2014

700

0.131981

206.40086

2,20,585

46.049122

2013 335

April

20,2012

24,868

8.38152

175.4

March 25,

2013

8435

1.485011

267.97992

21,83,972

559.52103

2012 294.75

March

30,2012

84,926

25.209287

159.2

December

29, 2011

5583

0.900346

226.34418

38,19,652

932.32245

Source: www.bseindia.com

*33,50,000 equity shares of ₹ 10/each issued at a premium of ₹175/per share to Promoters & other than Promoters on preferential

basis - Trading commenced w.e.f. January 8, 2014

61

Notes:

1. High, low and average prices are based on the daily closing prices.

2. In case of two days with the same closing price, the date with the higher volume has been chosen.

3. In the case of a year, represents the average of the closing prices on the last day of each month of each year

presented.

ii) The following tables set forth the reported high, low, average market prices and the trading volumes of the Equity

Shares on the Stock Exchanges on the dates on which such high and low prices were recorded and the total volume

of Equity Shares traded during each of the last six months:

NSE

Month

Year

High

(In

₹)

Date of

High

Numbe

r of

Equity

Shares

traded

on the

date of

high

Total

volume

of

Equity

Shares

traded

on the

date of

high (In

₹

million)

Low

(₹)

Date of

low

Numbe

r of

Equity

Shares

traded

on the

date of

low

Total

volume

of

Equity

Shares

traded

on the

date of

low

(In ₹

million)

Aver

age

price

for

the

year

(In ₹)

Total volume of

Equity Shares traded

in the month

In

number

(In ₹ million)

December,

2014

266.25

December

31, 2014

24,614

6.513

199.9

December

16,2014

14,963

3.008

223.74

30,58,174

127.53

November,

2014

342.95

November

3, 2014

2,690

0.91

240.3

November

25, 2014

8,385

2.038

284.18

3,07,299

82.66

October,

2014

337.25

October

31, 2014

5,009

1.68

291.3

October 1,

2014

13,274

3.869

313.60

67,531

20.77

September

, 2014

360.55

September

19, 2014

2,981

1.07

295.4

September

30, 2014

17,419

5.175

342.22

1,75,596

58.93

August,

2014

401.50

August 12,

2014

5,065

2.03

350.9

August 28,

2014

5,607

1.986

379.21

1,33,874

49.67

July, 2014 426.55

July

23,2014

80,532

34.36

400.5

July 31,

2014

2,119

0.843

416.72

1,92,430

80.72

Source: www.nseindia.com

BSE

Month

Year

High

( ₹ )

Date of

High

Num

ber

of

Equit

y

Shar

es

trade

d on

the

date

of

high

Total

volume

of

Equity

Shares

traded

on the

date of

high (In

₹

million)

Low

(₹)

Date of

low

Numb

er of

Equit

y

Share

s

traded

on the

date

of low

Total

volume

of

Equity

Shares

traded

on the

date of

low

(In ₹

million

)

Averag

e price

for the

year

(In ₹)

Total volume of

Equity Shares traded

in the month

(In

number

)

(In ₹

million

)

December,

2014

264.35

December

31,2014

6,864

1.81

199

December

16, 2014

3,437

0.69

223.67045

1,36,612

31.88

November,

2014

340.70

November

3,2014

84

0.03

238.2

November

25, 2014

2,251

0.54

284.32

66,919

18.67

October,

2014

337.05

October

31,2014

3,778

1.27

288.5

October 1,

2014

1,976

0.58

310.91

20,626

6.41

September

, 2014

354.10

September

22,2014

1,011

0.36

283.9

September

30, 2014

2,180

0.65

339.02

39,765

13.49

August,

2014

400.00

August

1,2014

923

0.36

347.55

August 28,

2014

3,299

1.16

374.18

1,09,392

39.61

July, 2014 427.85

July

23,2014

15,886

6.79

398.3

July 28,

2014

2,559

1.00

412.17

49,147

20.46

Source: www.bseindia.com

62

Notes:

1. High, low and average prices are based on the daily closing prices.

2. In case of two days with the same closing price, the date with the higher volume has been chosen.

3. In case of a month, represents the average of the closing prices of each day of each month presented.

iii) The following table sets forth the market price on the Stock Exchanges on August 18, 2014, the first working day

following the approval of the Board of Directors for the Issue:

BSE NSE

Open

(In ₹)

High

(In ₹)

Low

(In ₹)

Close

(In ₹)

Total

number of

Equity

Shares

traded

Total

volume of

Equity

Shares

traded on

the date

of low

(In ₹ million)

Open

(In ₹)

High

(In

₹)

Low

(In ₹)

Close

(In ₹)

Total

Number

of

Equity

Shares

traded

Total

volume

of

Equity

Shares

traded

on the

date of

low

(In ₹ million)

370.50 370.50 370.50 370.50 378 0.14 370.50 370.50 370.50 370.50 1456 0.54 Source: www.bseindia.com and www.nseindia.com

63

USE OF PROCEEDS

The gross proceeds from this Issue will be approximately ₹ [●] million.

The net proceeds from this Issue, after deducting fees, commissions and expenses of this Issue, will be approximately ₹

[●] million (the “Net Proceeds”).

Subject to compliance with applicable laws and regulations, we intend to use the net proceeds from the Issue to fund our

capital expenditure, investment in our existing BOT project SPVs, to meet our working capital requirements and for

general corporate purposes. Our main objects clause and objects incidental or ancillary to the main objects clause of our

Memorandum of Association enables us to undertake our existing activities.

In accordance with the policies instituted by our Board and as may be permissible under applicable laws and

government policies, our management will have the flexibility in deploying the Issue proceeds for the purposes mentioned

above.

Pending utilization for the purposes described above, we intend to temporarily invest funds in high quality,

interest/dividend bearing liquid instruments, creditworthy instruments, including money market Mutual Funds and

deposits with banks and any corporate deposits. Such investments would be in accordance with the investment policies

as approved by the Board from time to time and all applicable laws and regulations.

Our Promoters or Directors are not making any contribution either as part of this Issue or separately in furtherance of

the objects of this Issue.

64

CAPITALISATION STATEMENT

The Board of Directors has, at its meeting on August 14, 2014 approved this Issue and the Company’s shareholders,

pursuant to a special resolution passed at its AGM on September 12, 2014 approved this Issue. Upon the completion of

this Issue, the Board of Directors or a committee thereof shall pass a resolution authorising the Allotment of the Equity

Shares, pursuant to this Issue.

The following table sets forth our capitalisation as of March 31, 2014 based on our audited consolidated financial

statements as of March 31, 2014, and our capitalization as adjusted to reflect the receipt of the net proceeds of this Issue

and the application thereof.

This capitalisation table should be read together with the sections “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” and “Financial Statements” on page 68 and 174, respectively of this Preliminary

Placement Document and related notes included elsewhere in this Preliminary Placement Document.

( ₹ in million)

As of March 31, 2014 (Audited)

As adjusted for this

Issue**

Shareholders’Fund (Equity)

Share Capital 254.47

[●]

Reserves and surplus 7,135.89 [●]

Money received against share warrants 92.50 [●]

Total Shareholders’Funds (A) 7,482.86 [●]

Debt

Long-term borrowings 20,067.29 [●]

Short-term borrowings 8,429.53 [●]

Other borrowings*

2,405.81 [●]

Total Debt (B) 30,902.63 [●]

Total capitalization 38,385.49 [●]

*‘Other borrowings’represents current maturities of long term borrowings as of March 31, 2014.

** Adjusted to post issue share capital and securities premium account (classified under reserves and surplus).

Note:

1. Post March 31, 2014, our Company has allotted 20,00,000 equity shares of face value ₹ 10 each on January 2,

2015, to BHS Housing Private Limited, a Promoter Group entity, upon exercise of 20,00,000 warrants for cash

at an exercise price of ₹ 185 per warrant on a preferential basis. These warrants were allotted on preferential

basis in accordance with SEBI Regulations on December 19, 2013.

2. Please refer to the “Summary of reservations or qualifications or adverse remarks in the auditors’ report in

the last 5 (five) Financial Years immediately preceding the year of filing this Preliminary Placement Document

and in the auditors’ limited review report on the Company’s unaudited standalone interim financials as at and

for the six months ended September 30, 2014” on page 33 of this Preliminary Placement Document.

65

CAPITAL STRUCTURE

The Equity Share capital of the Company as at the date of this Preliminary Placement Document is set forth below:

(In ₹ in million except share data)

Aggregate value

A. AUTHORIZED SHARE CAPITAL

30,000,000 Equity Shares 300.00

20,000,000 1% Non cumulative redeemable preference shares of ₹10 each 200.00

B. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE

ISSUE

Issued, subscribed and paid up share capital:

22,092,087 Equity Shares 220.92

2,500,000 1% Non cumulative redeemable preference shares of ₹10 each 25.00

C. PRESENT ISSUE IN TERMS OF THIS PRELIMINARY

PLACEMENT DOCUMENT

[●] Equity Shares aggregating to [●](1)

[●]

D. PAID-UP CAPITAL AFTER THIS ISSUE

[●] Equity Shares

[●]

E. SECURITIES PREMIUM ACCOUNT

Before this Issue 1,844.87

After this Issue [●]

Note:

(1) This Issue has been approved by the Board of Directors on August 14, 2014 and approved by the shareholders of the

Company at its AGM on September 12, 2014.

Equity Share Capital History of the Company

The history of the Equity Share capital of the Company is provided in the following table:

Date of

Allotment

No. of equity

shares allotted

Face value Issue price per

equity share

Form of

consideration

Cumulative No. of

equity shares

allotted April 8, 1983 30 100 100 Cash March 19,1984 4,970 100 100 Cash 5,000 April 10,1986 5,000 100 100 Cash 10,000 March 31, 1997 10,000 100 100 Cash 20,000 March 30, 1999 82,500 100 100 Cash 1,02,500 May 3, 2004 22,500 100 100 Cash 1,25,000 March 28, 2005 25,000 100 100 Cash 1,50,000 July 20, 2005* 15,00,000 10 Not Applicable Not Applicable 15,00,000

August 26, 2005** 75,00,000 10 Not Applicable

Bonus issued by capitalization of

reserves 90,00,000 January 12, 2006 10,00,000 10 70 Cash 1,00,00,000 January 18, 2007 3,00,000 10 80 Cash 1,03,00,000 January 19, 2007 1,00,000 10 100 Cash 1,04,00,000 October 10, 2007 34,75,812 10 108 Cash 1,38,75,812

August 6, 2010 8,66,275 10 225 Cash 1,47,42,087

August 7, 2010 20,00,000 10 60 Warrant conversion 1,67,42,087 December 19, 2013 33,50,000 10 185 Cash 2,00,92,087

January 2, 2015 20,00,000 10 185 Warrant conversion 2,20,92,087

66

* One equity share of face value of ₹ 100 each of the Company was sub divided into 10 Equity Shares of face

value of ₹ 10 each.

** The company issued bonus shares in the ratio of five equity shares for every one equity share held by the

shareholders.

67

DIVIDEND POLICY

Dividend Policy

The declaration and payment of dividend will be recommended by the Board of Directors and approved by the

shareholders at their discretion and will depend on the Company’s revenues, cash flows, financial condition

(including capital position) and other factors. The declaration and payment of equity dividend would be governed by

the applicable provisions of the Companies Act and Articles of Association of the Company.

The following table details the dividend declared by the Company on the Equity Shares for the Financial Year 2014,

2013 and 2012:

Financial Year Dividend per Equity Share Total Amount of Dividend(1)

(In ₹) (In ₹ million)

2013-14 1.50 30.14

2012-13 2.00 33.48

2011-12 1.25 20.93

Notes:

(1) Dividends excluding corporate dividend tax.

For a summary of certain Indian consequences of dividend distributions to shareholders, see the section “Statement of

Tax Benefits” on page 151 of this Preliminary Placement Document.

Further, the amounts paid as dividends in the past are not necessarily indicative of our dividend policy or dividend

amounts, if any, in the future.

68

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our Audited

Consolidated Financial Statements as of and for the financial years ended March 31, 2014, 2013 and 2012 including

the schedules and notes thereto and report thereon and our Unaudited Standalone Interim Financial Statements as of

and for the six months ended September 30, 2014 including the schedules and notes thereto and report thereon,

included elsewhere in this Preliminary Placement Document. Our Financial Statements are prepared in accordance

with Indian GAAP, which differs in certain material respects with IFRS and U.S. GAAP.

This discussion contains forward-looking statements and reflects our current views with respect to future events and

financial performance. Actual results may differ materially from those anticipated in these forward-looking

statements as a result of certain factors such as those set forth in the section "Risk Factors" included elsewhere in this

Preliminary Placement Document.

Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are to the

12 month period ended March 31 of that year.

Overview

We are a civil engineering construction company involved in the construction of roads, highways bridges, flyovers,

commercial and residential buildings, water infrastructure, power projects and railway infrastructure. We provide

construction services as an EPC contractor, principal contractor and sub-contractor across various states in India and we

undertake our road projects on a BOT basis. We have been listed on the BSE and the NSE since 2007. Our Company’s

consolidated revenue for FY 2014, FY 2013 and FY 2012 amounted to ₹ 25,904.74 million, ₹ 23,382.94 million and ₹

17,307.39 million, respectively, and for the six months period ended September 30, 2014 on a standalone basis, amounted

to ₹ 7,026.10 million.

The business of our Company is segregated into the following independent business verticals:

Roads Division: Over the past decade, our Company has developed core expertise in the field of construction of roads

and highways. Our roads division undertakes the construction, realignment, widening, strengthening, rehabilitation,

upgrading and maintenance of highways, carriageways and roads in India. Under this business vertical we are also

engaged in the construction of flexible pavements. As on September 30, 2014 the outstanding order book of the roads

division of our Company was ₹ 20,663 million. We undertake to design and execute construction projects to our

client’s requirement on a turnkey basis. In the roads and highway sector, we also undertake to work on a ‘build,

operate and transfer’ or BOT basis through our subsidiary companies viz. Supreme Infrastructure BOT Private

Limited and Supreme Infrastructure BOT Holdings Limited.

Bridges Division: Our bridges division has undertaken projects for design and construction of flyovers, and

underpasses. We have also undertaken special bridges projects like the stay cable bridges. As on September 30, 2014

the outstanding orders of the bridges division of our Company was ₹ 3,964 million.

Buildings Division: Our Company has undertaken the construction of commercial buildings, information technology

parks, hospitals, residential townships for the Indian army, temples, schools, and construction and strengthening of

nallahs. As on September 30, 2014 the order book of the buildings division stood at ₹ 20,102 million.

Power Division: Our Company has undertaken work for distribution of power at the domestic user end by means of

cable laying and installation of step-down & step-up voltage stabilizers on EPC basis. As on September 30, 2014, the

outstanding order book of the power projects of our Company was ₹ 2,277 million.

Water Infrastructure Division: Our water infrastructure division has undertaken integrated engineering and design

works for various water work related projects such as design & construction of water pumping stations, sewage

pumping stations and water treatment plants. Projects for the laying of distribution pipeline networks for portable as

well as sewage and storm water systems are also executed by our Company. We also undertake works for

implementing irrigation projects such as canal lining and other allied works. As on September 30, 2014 the

outstanding order book of the water infrastructure division of our Company was ₹ 5,132 million.

69

Railway Division: Our Company is involved in the construction of funicular railway bridges, extension of bridges,

extension of platforms and construction of car sheds. As on September 30, 2014 our Company has a railway projects

order book of ₹ 543 million.

Factors affecting our Results of Operations

Our business, prospects, results of operations and financial condition are affected by a number of factors, including the

following key factors:

Terms and Timing of Contracts Awarded and the Stage of Completion of Our Contracts

Our revenues are derived primarily from contracts awarded to us on a project-by-project basis, and our results of

operations and cash flows can fluctuate from period to period depending on the timing of contract awards and the stage

of completion of such contracts.

Generally, it is difficult to predict whether or when we will be awarded a new contract since most potential contracts

involve a lengthy and complex bidding and selection process that may be affected by a number of factors, including

changes in existing or assumed market conditions, financing arrangements, governmental approvals and environmental

matters. While service quality, technological capacity and performance, financial strength, health and safety records as

well as reputation and experience are important considerations in client decisions, price is a major factor in most tender

awards. The ability to win contracts may also be dependent, in case of some large size contracts, on our ability to

partner and collaborate with other joint venture partners or co-sponsors and maintain a continuing relationship with our

significant clients, including governmental entities such as NHAI and the PWD in states where we have operation. The

uncertainty associated with the timing of contract awards may increase our cost of doing business over a short period or

a comparatively longer term. Because of the nature of our contracts, we sometimes commit resources to projects prior to

receiving advances or other payments from the client in amounts sufficient to cover expenditures on projects as they are

incurred by us. We account for the expenditure incurred in respect of any additional costs, deviations and delays with

respect to a project in the financial year in which they are incurred. Thus, client default or project delays or cancellation

have an effect on our results of operations and financial condition.

Our Order Book, as of September 30, 2014, was ₹ 52,681 million. Such Order Book information provided by us is not

audited and does not necessarily indicate future earnings related to the performance of such contracts. Future earnings

related to the performance of the work in the Order Book may not necessarily be realized. Due to changes in project

scope and schedule, we cannot predict with any certainty when or if the projects in our Order Book will be performed

and will generate revenue.

Project Estimates, Project Financing and Operational Factors

Majority of our construction projects are performed on a Bill of Quantity (BOQ) basis with escalation clause. Actual

expenses for such contracts are, however, dependent on factors such as the assumptions underlying our bid for various

project uncertainties, changes in engineering design of the project and drawings and technical information provided by

clients on which bids were based; design and engineering construction conditions, site and geological conditions; ability

to obtain requisite approvals; schedule of delivery of equipment and materials to the project site; equipment costs;

delays; local and seasonal weather conditions; and suppliers' or sub-contractors' ability to perform their obligations in a

timely manner.

The availability of credit and cost of financing in India is also a significant factor and if there is any adverse

development leading to an increase in the cost of financing or decrease in availability of funds from lenders, we may

have difficulty accessing the financial markets, which could make it more difficult or expensive to obtain funding. The

financial performance of our infrastructure development and construction projects are subject to various factors such as

ability to complete the project construction on time, within budget or to the standards specified; meeting project

milestones or achieving commercial operation by the scheduled completion date, timely payments from the client,

ability to recover the targeted return on investment if the assumptions contained in the feasibility studies for these

projects do not materialize; geological conditions; and ability of the clients to complete acquisition of private land or

securing rights of way over private land for such projects as well as securing necessary approvals from specified

authorities.

Fluctuating Revenues from Toll Road Projects

70

Toll collection terms for our BOT infrastructure development projects are typically pre-determined with the relevant

government entity and we cannot modify such toll rates to reflect prevailing circumstances, except as provided under

the relevant concession agreement. As the revenue structure for the Project SPVs under each project is generally

predetermined for the life of the project (and fluctuates subject to the built-in adjustment mechanisms contained in the

relevant concession agreements), a Project SPV’s profitability is largely a function of how effectively the Project SPV

manages costs during the term of those agreements. In the case of the tollway road projects whose revenues are not

fixed, the relevant Project SPVs’ profitability and its ability to meet debt service payments is also a function of traffic

volumes and the toll that can be levied on users of the road. These toll roads may also be subject to competition from

new roads developed in these stretches and toll may or may not be charged on such roads, which could potentially result

in a diversion of vehicular traffic to such new roads.

Changes in government policy or delays in the award of infrastructure projects by the government

A large portion of our business consists of infrastructure projects undertaken or awarded by government authorities or

authorities funded by the government. There may be variances in the model adopted in different projects with respect to

risk and responsibility allocation with respect to financing and constructing. Till recently the government policy has

been hugely conducive in attracting private sector participation in the transportation, urban infrastructure and industrial

and commercial infrastructure sectors. If the present trend continues, we believe that our growth and financial

operations will be positively impacted. However any change in government policies leading to a decrease in projects

awarded to private sector participants in infrastructure projects may adversely affect our business and operations.

Delays in the award of infrastructure projects may also affect our business prospects.

For details in relation to factors relating to ‘Interest Rate and Exchange Rate Fluctuations’ and ‘Availability of Tax

Benefits’ please see “Risk Factors – our financing agreements entail interest at variable rates and any increases in

interest rates may adversely affect our results of operation and financial condition” and “Risk Factors – changes in

legislation or the rules relating to tax regimes could an adversely affect our business, prospects and results of

operations.” on page 46 and 54, respectively, of this Preliminary Placement Document.

Significant Accounting Policies

The preparation of financial statements in conformity with Indian GAAP, applicable accounting standards and the

Companies Act requires our management to make judgments, estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the

results of operations during the reporting period end. By their nature, these judgments are subject to a degree of

uncertainty. Although these estimates are based upon management’s best knowledge of current events and actions,

actual results could differ from these estimates.

While all aspects of our financial statements should be read and understood in assessing our current and expected

financial condition and results, we believe that the following significant accounting policies warrant particular attention:

Principles of consolidation

Our consolidated financial statements have been prepared in accordance with the Accounting Standard 21

“Consolidated Financial Statements” and Accounting Standard 23 on “Accounting for Investments in Associates in

Consolidated Financial Statements” notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and

the relevant provisions of the Companies Act, 1956 read with General Circular 8/2014 dated April 4, 2014, issued by

Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013 in the manner set out below.

All intra-company transactions, balances and unrealized surpluses and deficits on transactions between the

Company, its Subsidiaries and Associates are eliminated.

The BOT contracts are governed by service concession agreements with government authorities (grantor).

Under these agreements, the operator does not own the road, but gets “toll collection rights” against

construction services rendered. Since the construction revenue earned by the operator is considered as

exchanged with the grantor against toll collection rights, profit from such contracts is considered as realized.

Accordingly, BOT contracts awarded to group companies (operator), where work is subcontracted to fellow

subsidiaries, the intra-group transactions on BOT contracts and the profits arising thereon are taken as realized

and not eliminated.

71

The excess of cost to the Company of its investments in subsidiary companies over its share of the equity of

the Subsidiary companies at the dates on which the investments in the Subsidiary companies are made, is

recognized as ‘goodwill’ being an asset in the consolidated financial statements. Alternatively, where the share

of equity in the subsidiary companies as on the date of investment is in excess of cost of investment of the

Company, it is recognized as "capital reserve" and shown under the head "reserves and surplus", in the

consolidated financial statements.

Goodwill arising out of acquisition of subsidiary companies is not amortized and is tested for impairment.

Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to

the minority shareholders at the dates on which investments are made by the Company in the subsidiary

companies and further movements in their share in the equity, subsequent to the dates of investments.

Revenue Recognition

Revenue from construction contracts. The Group follows the percentage completion method, on the basis of

physical measurement of work actually completed at the balance sheet date, taking into account the contractual

price and revision thereto by estimating total revenue and total cost till completion of the contract and the

profit so determined has been accounted for proportionate to the percentage of the actual work done. Unbilled

work-in-progress related to project works is valued at cost or estimated net realizable value, whichever is

lower, till such time the outcome of the related project is ascertained reliably and at contract rates thereafter.

Revenue from joint venture contracts. Contracts executed in joint venture under work sharing arrangement

(consortium) are accounted in accordance with the accounting policy followed by the Group for an

independent contract to the extent work is executed. In respect of contracts executed in integrated joint

ventures under profit sharing arrangement, the services rendered to the Joint Ventures are accounted as income

on accrual basis. The profit / loss is accounted for, as and when it is determined by the joint venture and the net

investment in the joint venture is reflected as investments, loans and advances or current liabilities.

Income from toll contracts. The net income from toll contracts on BOT basis are recognized on actual

collection of toll revenue.

Dividends. Dividend is recognized when the right to receive the payment is established.

Interest and other income. Interest and other income are accounted for on accrual basis except where the

receipt of income is uncertain in which case it is accounted for on receipt basis.

Fixed Assets and Intangibles

Fixed assets are stated at cost of acquisition, less accumulated depreciation. Cost includes inward freight, duties, taxes,

and incidental expenses related to acquisition and installation up to the point the asset is ready for its intended use.

Capital work in progress represents expenditure incurred in respect of capital projects under development and are

carried at cost. Cost includes related acquisition expenses, construction cost, borrowing costs capitalized and other

direct expenditure.

Toll Collection Rights - Intangibles are stated at cost, less accumulated amortization and impairment losses, if any.

Expenditure related to and incurred during implementation of project are included under “Intangible Assets under

Development”. The same will be transferred to the respective intangible assets on completion of project.

Intangible assets also includes software which are not integral part of the hardware are stated at cost less accumulated

amortization. Costs for toll collection rights awarded against construction service by the grantor on BOT basis include

direct and indirect expenses on construction of roads, bridges, culverts etc. and infrastructure at the toll plazas.

Depreciation and Amortization

Depreciation on assets, other than pantoon, shuttering materials and truss, is provided on written down value method,

pro rata from the period of use of assets, at the rates stipulated in Schedule XIV of the Companies Act, 1956. Pantoon,

shuttering material and truss are depreciated over the period of 5 years based on the management’s estimate of useful

life of the asset. Individual assets costing less than ₹ 5,000 are depreciated in full in the year they are put to use. The

72

cost of leasehold land is not amortized as these are perpetual lease.

Toll Collection Rights are amortized over the period of concession, using revenue based amortization as prescribed in

the Schedule XIV to the Companies Act, 1956. Under this methodology, the carrying value of the rights is amortized in

the proportion of actual toll revenue for the year to projected revenue for the balance toll period, to reflect the pattern in

which the assets economic benefits will be consumed. At each balance sheet date, the projected revenue for the balance

toll period is reviewed by the management. If there is any change in the projected revenue from previous estimates, the

amortization of toll collection rights is changed prospectively to reflect any changes in the estimates.

Impairment of assets

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on

internal/ external factors. An impairment loss is recognized in the statement of profit and loss whenever the carrying

amount of an asset or a cash generating unit exceeds its recoverable amount. The recoverable amount of the assets (or

where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling

price and its value in use.

Provisions and contingent liabilities

A provision is recognized when the Group has a present obligation as a result of past events and it is probable that an

outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.

Provisions are not discounted to their present value and are determined based on management’s estimate required to

settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the

current management estimates.

Provisions are recognized in the financial statements in respect of present probable obligations, for amounts which can

be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would

be confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control

of the Group.

Foreign currency transactions

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Monetary

assets and liabilities are translated at the year-end rate. Gains or losses arising out of remittance/translations at the

yearend are credited / debited to the Statement of Profit and Loss except in cases of long term foreign currency

monetary items where they relate to acquisition of fixed assets in which case they are adjusted to the carrying cost of

such assets.

Borrowing costs

Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial period

of time to get ready for its intended use are added to the cost of such asset to the extent they relate to the period till such

assets are ready to be put to use. Costs incurred in raising funds are amortized equally over the period for which the

funds are acquired. Other borrowing costs are charged to Statement of Profit and Loss in the year in which it is accrued.

Investments

Investments that are readily realizable and intended to be held for not more than a year are classified as current

investments. All other investments are classified as long-term investments. Long-term investments are carried at cost.

However, provision for diminution in value is made to recognize a decline other than temporary in the value of the

investments. Current investments are carried at lower of cost and net realizable value determined on an individual

investment basis.

Inventories

Inventory of construction materials is stated at lower of cost and net realizable value. Cost is determined on

first-in-first-out basis.

73

Taxation

Provision for current tax is recognized based on the estimated tax liability computed after taking credit for allowances

and exemptions in accordance with the Income Tax Act, 1961. Deferred tax assets and liabilities are recognized for the

future tax consequences attributable to timing differences between the financial statements’ carrying amounts of

existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the

enacted tax rates or tax rates that are substantively enacted at the Balance Sheet dates. The effect on deferred tax assets

and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Where there is

unabsorbed depreciation or carry forward losses, deferred tax assets are recognized only if there is virtual certainty

supported by convincing evidence that they can be realized against future taxable profits. Other deferred tax assets are

recognized only to the extent there is reasonable certainty of realization in the future. Such assets are reviewed at each

Balance Sheet date to reassess realization. Timing differences originating and reversing during the tax holiday period

are not considered for the purposes of computing deferred tax assets and liabilities.

Income and Expenditure

Income

Our income consists of revenue from operations and other income.

Revenue from operations includes:

Sales and contract revenue from construction work on various funded construction projects as well as

construction work on BOT projects undertaken by the Group, net of any value added tax (“VAT”), wherever

VAT charged separately;

income arising out of toll collection, i.e. toll revenue from various infrastructure development BOT projects

undertaken through the Project SPVs;

Other income includes interest income, dividend income, profit on redemption of mutual funds, rental income and other

non-operating income.

Expenses

Our expenses consist of following:

Material consumed and contractor costs. Material consumed and contractor costs includes (i) construction

materials and components consumed, (ii) labour and sub contract costs, (iii) power and fuel costs, (iv) costs

related to repairs to plant and equipment, (v) rent and hire charges, (v) Transportation charges and other costs

expenses relating to construction and maintenance work.

Changes in work-in-progress. Changes in work-in-progress is the difference of work-in-progress at the start

and end of the particular financial year.

Employee benefit expense. Employee benefits expenses include salaries, wages and bonus paid to employees,

contribution towards gratuity, contribution towards provident fund and other defined contribution funds as well

as other staff welfare expenses.

Finance costs. Finance costs include interest expenses on external commercial borrowings, term loans, cash

credit facilities and mobilization advance and others bank charges. Finance costs exclude interest capitalized

and included in capital work in progress and intangible asset under development.

Depreciation and amortization. Depreciation and amortization include depreciation of tangible assets and

amortisation of intangible assets.

Other expenses. Other expenses primarily includes power and fuel costs, rent expense, operation and

maintenance expense, repairs and maintenance expense, insurance costs, rates and taxes, resurfacing expenses,

payments to auditors, legal and professional expenses, provision for doubtful debts, provision for doubtful

advance, advertisement expenses and other miscellaneous expenses.

Results of Operations

The following table sets forth certain data from our statement of profit and loss, in absolute terms and as a percentage of

our total revenues, on a consolidated basis:

74

For the year ended March 31

2014 2013 2012

( ₹million*) % of Total

revenue ( ₹ million*) % of Total

revenue ( ₹ million*) % of Total

revenue

Revenue

Revenue from operations 25,822.57 99.68 23,328.76 99.77 17,269.87 99.78

Other income 82.17 0.32 54.18 0.23 37.53 0.22

Total Revenue 25,904.74 100.00 23,382.94 100.00 17,307.40 100.00

Expenses

Material consumed and

contractor costs 19,575.97

75.57 18,781.91

80.32 14,038.58

81.11

Changes in work-in-progress (5.81) 0.02 (125.70) 0.54 (234.74) 1.36

Employee Benefit Expenses 812.85 3.14 558.97 2.39 386.14 2.23

Finance costs 2,442.93 9.43 1,656.93 7.09 1,239.33 7.16

Depreciation and

amortisation 767.11

2.96 532.81

2.28 360.45

2.08

Other expenses 941.42 3.63 469.19 2.01 333.72 1.93

Total Expenses 24,534.47 94.71 21,874.11 93.55 16,123.48 93.16

Profit before tax, minority

interest and share of

profit/(loss) of

associate 1,370.27 5.29 1,508.83 6.45 1,183.92 6.84

Tax expense

Current tax (711.00) 2.74 (504.93) 2.16 (349.23) 2.02

Deferred tax credit/(charge) 116.66 0.45 (1.61) 0.01 (20.83) 0.12

Tax adjustment for earlier

years -

- (24.36)

0.10 -

-

Profit before minority interest

and share of profit/(loss) of

associate 775.93 3.00 977.93 4.18 813.86 4.70

Share of profit/(loss) of

associate -

(0.06)

0.00 (.01) -

Less : Share of profit/(loss) of

minority interest 15.75 0.06 23.77 0.10 (22.52) 0.13

Net profit for the year 791.68 3.06 1,001.64 4.28 791.33 4.57

Earnings per equity share

(Face value of ₹ 10 each)

Basic 44.74 59.81 47.25

Diluted 43.36 59.81 47.25

*Except earnings per equity share, which is in absolute rupee term.

Results of Financial Year 2014 compared to Financial Year 2013

Revenue

Revenue from operations

Revenue from operations increased by ₹ 2,493.81million, or 10.69%, from ₹ 23,328.76 million for the financial year

2013 to ₹ 25,822.57 million for the financial year 2014.

Our sales and contract revenue increased by ₹ 1,578.39 million, or 6.90%, from ₹ 22,876.05 million for the financial

year 2013 to ₹ 24,454.44 million for the financial year 2014 primarily due to increase in construction turnover. Sales

and contract revenue represented 97.83% and 94.40% of our total revenue for the financial years 2013 and 2014,

respectively.

75

Income arising out of toll collection increased by ₹ 915.42 million, or 202.21%, from ₹ 452.71 million for the financial

year 2013 to ₹ 1,368.13 million for the financial year 2014 primarily due to (i) revision in toll rates for some of our

projects, and (ii) commencement of tolling operations of BOT projects by Supreme Vasai Bhiwandi Tollways Private

Limited from April 1, 2013 and Supreme Manor Wada Bhiwandi Tollways Private Limited from March 2, 2013.

Income arising out of toll collection represented 1.94% and 5.28% of our total revenue for the financial years 2013 and

2014, respectively.

Other income

Other income increased by ₹ 27.99 million, or 51.66%, from ₹ 54.18 million for the financial year 2013 to ₹ 82.17

million for the financial year 2014 primarily due to a increase in interest income, dividend income, and other

non-operating income and addition of rental income whereas for financial year 2013 there was no rental income. Other

income represented 0.23% and 0.32% of our total income for the financial years 2013 and 2014, respectively.

Expenses

Our total expenses increased by ₹ 2,660.36 million, or 12.16%, from ₹ 21,874.11 million for the financial year 2013 to

₹ 24,534.47 million for the financial year 2014 primarily due to increase in material consumed and contractor costs, and

finance costs. Our total expenses, expressed as a percentage of our total income, were 93.55% and 94.71% for the

financial years 2013 and 2014, respectively.

Material consumed and contractor costs

Material consumed and contractor costs increased by ₹ 794.06 million, or 4.23%, from ₹ 18,781.91 million for the

financial year 2013 to ₹ 19,575.97 million for the financial year 2014 primarily due to the increase in level of

construction activity carried out during the period. Material consumed and contractor costs, expressed as percentage of

our total revenue, decreased from 80.32% for the financial year 2013 to 75.57% for the financial year 2014.

Employee benefits expenses

Employee benefits expenses increased by ₹ 253.88 million, or 45.42%, from ₹ 558.97 million for the financial year

2013 to ₹ 812.85 million for the financial year 2014 primarily due to increase in salaries, wages and bonus. Employee

benefits expenses, as a percentage of our total revenue, remained relatively steady at 2.39% and 3.14% for the financial

years 2013 and 2014, respectively.

Finance costs

Finance costs increased by ₹ 786 million, or 47.44%, from ₹ 1,656.93 million for the financial year 2013 to ₹ 2,442.93

million for the financial year 2014 primarily due to increase in interest expenses on our term loans and cash credit

facilities, and increase in bank charges. Our total indebtedness increased from ₹ 23,174.69 million as of March 31, 2013

to ₹ 30,902.63 million (including current maturity of long term borrowings) as of March 31, 2014. Finance costs,

expressed as a percentage of our total revenue, increased from 7.09% for the financial year 2013 to 9.43% for the

financial year 2014.

Depreciation and amortization

Depreciation and amortization costs increased by ₹ 234.3 million, or 43.97%, from ₹ 532.81 million for the financial

year 2013 to ₹ 767.11 million for the financial year 2014 primarily due to increased amortization of intangible assets.

Depreciation and amortization costs, expressed as a percentage of our total revenue for the financial years 2013 and

2014, increased from 2.28% for the financial year 2013 to 2.96% for the financial year 2014.

Other expenses

Other expenses increased by ₹ 472.23 million, or 100.65%, from ₹ 469.19 million for the financial year 2013 to ₹

941.42 million for the financial year 2014. Other expenses, as a percentage of total revenue, increased from 2.01% for

the financial year 2013 to 3.63% for the financial year 2014.

We incurred higher power and fuel costs, power and fuel costs, rent expense, operation and maintenance expense,

repairs and maintenance expense, insurance costs, resurfacing expenses, payments to auditors, provision for doubtful

76

debts, provision for doubtful advance, advertisement expenses and other miscellaneous expenses for the financial year

2014 compared to that for the financial year 2013, in line with the growth in our operations for the financial year 2014.

Rates and taxes, and legal and professional costs, however, decreased for the financial year 2014 compared to that for

the financial year 2013.

Profit before tax, minority interest and share of profit/(loss) of associate

Profit before tax, minority interest and share of profit/(loss) of associate decreased by ₹ 138.56 million, or 9.18%, from

₹ 1,508.83 million for the financial year 2013 to ₹ 1,370.27 million for the financial year 2014.

Tax expenses

Tax expenses increased by ₹ 63.44 million, or 11.95%, from ₹ 530.90 million for the financial year 2013 to ₹ 594.34

million for the financial year 2014. Current taxes increased by ₹ 206.07 million, or 40.81%, from ₹ 504.93 million for

the financial year 2013 to ₹ 711 million for the financial year 2014. Compared to the deferred taxes of ₹ 1.61 million

for the financial year 2013, we received deferred taxes credit of ₹ 116.66 million for the financial year 2014. For the

financial year 2013 charges for tax adjustments for earlier years amounted to ₹ 24.36 million compared to no charges

for the financial year 2014.

Profit before minority interest and share of profit/(loss) of associate

Profit before minority interest and share of profit/(loss) of associate decreased by ₹ 202 million, or 20.66%, from ₹

977.93 million for the financial year 2013 to ₹ 775.93 million for the financial year 2014.

Net profit for the year

Net profit decreased by ₹ 209.96 million, or 20.96%, from ₹ 1,001.64 million for the financial year 2013 to ₹ 791.68

million for the financial year 2014.

Financial Year 2013 compared to Financial Year 2012

Revenue

Revenue from operations

Revenue from operations increased by ₹ 6,058.89 million, or 35.08%, from ₹ 17,269.87 million for the financial year

2012 to ₹ 23,328.76 million for the financial year 2013.

Our sales and contract revenue increased by ₹ 5,758.3 million, or 33.64%, from ₹ 17,117.75 million for the financial

year 2012 to ₹ 22,876.05 million for the financial year 2013 primarily due to increase in construction turnover. Sales

and contract revenue represented 97.83% and 98.90% of our total revenue for the financial years 2012 and 2013,

respectively.

Income arising out of toll collection increased by ₹ 300.59 million, or 197.60%, from ₹ 152.12 million for the financial

year 2012 to ₹ 452.71 million for the financial year 2013 primarily due to commencement of tolling operations of BOT

project by Supreme Infra Projects Private Limited on June 22, 2012 and full financial year operation of supreme

Kopergaon Ahmednagar Tollways Private Limited. Income arising out of toll collection represented 0.88% and 1.93%

of our total revenue for the financial years 2012 and 2013, respectively.

Other income

Other income increased by ₹ 16.65 million, or 44.36%, from ₹ 37.53 million for the financial year 2012 to ₹ 54.18

million for the financial year 2013 primarily due to an increase in interest income and profit on redemption of mutual

funds and partially offset by decrease in the dividend income. Other income represented 0.22% and 0.23% of our total

income for the financial years 2012 and 2013, respectively.

Expenses

77

Our total expenses increased by ₹ 5,750.63 million, or 35.67%, from ₹ 16,123.48 million for the financial year 2012 to

₹ 21,874.11 million for the financial year 2013 primarily due to increase in material consumed and contractor costs, and

finance costs. Our total expenses, expressed as a percentage of our total revenue, were 93.16% and 93.55% for the

financial years 2012 and 2013, respectively.

Material consumed and contractor costs

Material consumed and contractor costs increased by ₹ 4,743.34 million, or 33.79%, from ₹ 14,038.58 million for the

financial year 2012 to ₹ 18,781.91 million for the financial year 2013 primarily due to the increase in level of the

construction activity carried out during the period. Material consumed and contractor costs, expressed as percentage of

our total revenue, decreased from 81.11% for the financial year 2012 to 80.32% for the financial year 2013.

Employee benefits expenses

Employee benefits expenses increased by ₹ 172.83 million, or 44.76%, from ₹ 386.14 million for the financial year

2012 to ₹ 558.97 million for the financial year 2013 primarily due to increase in salaries, wages and bonus. Employee

benefits expenses, as a percentage of our total revenue, remained relatively steady at 2.23% and 2.39% for the financial

years 2012 and 2013, respectively.

Finance costs

Finance costs increased by ₹ 417.6 million, or 33.70%, from ₹ 1,239.33 million for the financial year 2012 to ₹

1,656.93 million for the financial year 2013 primarily due to increase in interest expenses on our term loans and cash

credit facilities, and increase in bank charges. Our total indebtedness (including current maturities of long term

borrowings) increased from ₹ 15,728.76 million as of March 31, 2012 to ₹ 23,174.69 million as of March 31, 2013.

Finance costs, expressed as a percentage of our total revenue, marginally decreased from 7.16% for the financial year

2012 to 7.09% for the financial year 2013.

Depreciation and amortization

Depreciation and amortization costs increased by ₹ 172.36 million, or 47.82%, from ₹ 360.45 million for the financial

year 2012 to ₹ 532.81 million for the financial year 2013 primarily due to increased depreciation of tangible assets and

amortization of intangible assets. Depreciation and amortization costs, expressed as a percentage of our total revenue for

the financial years 2012 and 2013, increased from 2.08% for the financial year 2012 to 2.28% for the financial year

2013.

Other expenses

Other expenses increased by ₹ 135.47 million, or 40.59%, from ₹ 333.72 million for the financial year 2012 to ₹ 469.19

million for the financial year 2013. Other expenses, as a percentage of total revenue, increased from 1.93% for the

financial year 2012 to 2.01% for the financial year 2013.

We incurred higher power and fuel costs, repairs and maintenance expense, rates and taxes, resurfacing expenses, legal

and professional costs, provision for doubtful debts, provision for doubtful advance, travelling and conveyance expense,

advertisement expenses and other miscellaneous expenses for the financial year 2013 compared to that for the financial

year 2012, in line with the growth in our operations for the financial year 2013. Rent expense and insurance costs,

however, decreased for the financial year 2013 compared to that for the financial year 2012.

Profit before tax, minority interest and share of profit/(loss) of associate

Profit before tax, minority interest and share of profit/(loss) of associate increased by ₹ 324.91 million, or 27.44%, from

₹ 1,183.92 million for the financial year 2012 to ₹ 1,508.83 million for the financial year 2013.

Tax expenses

Tax expenses increased by ₹ 160.84 million, or 43.46%, from ₹ 370.06 million for the financial year 2012 to ₹ 530.90

million for the financial year 2013. Current taxes increased by ₹ 155.70 million, or 44.58%, from ₹ 349.23 million for

the financial year 2012 to ₹ 504.93 million for the financial year 2013, although deferred taxes decreased by ₹ 19.22

million, or 92.27%, from ₹ 20.83 million for the financial year 2012 to ₹ 1.61 million for the financial year 2013. For

78

the financial year 2013 charges for tax adjustments for earlier years amounted to ₹ 24.36 million compared to no

charges for the financial year 2012.

Profit before minority interest and share of profit/(loss) of associate

Profit before minority interest and share of profit/(loss) of associate increased by ₹ 164.07 million, or 20.16%, from ₹

813.86 million for the financial year 2012 to ₹ 977.93 million for the financial year 2013.

Net profit for the year

Net profit for the year increased by ₹ 210.31 million, or 26.58%, from ₹ 791.33 million for the financial year 2012 to ₹

1,001.64 million for the financial year 2013.

Liquidity and Capital Resources

We operate in a capital intensive industry and our principal liquidity requirements have been to finance our working

capital needs and our capital expenditures. Our construction operations require a significant amount of working capital

to finance the purchase of materials and the performance of construction and other work on projects before payment is

received from clients. Our BOT infrastructure business also requires high levels of financing to fund such projects. To

fund these costs, we have relied on equity contributions, short term and long term borrowings, including working capital

financing, advances from clients and cash from operating activities.

Our funding and treasury activities are conducted consistent with corporate policies designed to enhance investment

returns while maintaining appropriate liquidity for our requirements. Our short-term liquidity requirements relate to

servicing our debt and funding working capital requirements. Sources of short-term liquidity include cash balances,

receipts from our operations and working capital loans. Our long-term liquidity requirements include partial funding of

investments in new projects, funding equity contributions in Project SPVs and repayment of long-term debt under our

credit facilities. Sources of funding for our long-term liquidity requirements include new loans, equity or debt issues.

Our principal uses of cash have been, and are expected to continue to be, construction and development and

implementation costs of our BOT projects and funded construction projects. For status of our indebtedness, please see

“—Indebtedness” on page 79 of this Preliminary Placement Document.

Cash Flows

The following table sets forth certain information relating to our cash flows on a consolidated basis for the periods

indicated:

Financial Year ended March 31,

2012

2013

2014

(Rupees in millions)

Net cash generated/(used) from operating activities ......................................................................... (110.02) 926.68 4,101.03

Net cash used in investing activities ................................................................................................. (8,163.03) (8,403.71) (10,897.32)

Net cash generated from financing activities .................................................................................... 8,463.37 7,889.85 6,261.80

Cash and cash equivalents as at the end of the year .......................................................................... 410.10 822.92 288.43

Operating Activities

Net cash generated from operating activities for the financial year 2014 was ₹ 4,101.03 million, while net profit before

tax was ₹ 1,370.27 million. The adjustments were primarily attributable to depreciation and amortization of ₹ 767.11

million, provision for doubtful debts of ₹ 270.30 million, interest expenses of ₹ 2,442.93 million, an increase in trade

and other payables of ₹ 445.49 million and a decrease in loans and advances of ₹ 430.22 million, offset in part by

interest income of ₹ 67.60 million, an increase in inventories of ₹ 142.58 million, an increase in trade receivables of ₹

1,124.98 million, and income taxes paid of ₹ 380.96 million.

Net cash generated from operating activities for the financial year 2013 was ₹ 926.68 million, while net profit before tax

was ₹ 1,508.83 million. The adjustments were primarily attributable to depreciation and amortization of ₹ 532.81

79

million, interest expenses of ₹ 1,656.93 million, and an increase in trade and other payables of ₹ 1,251.89 million, offset

in part by interest income of ₹ 50.50 million, an increase in inventories of ₹ 335.65 million, an increase in trade

receivables of ₹ 2,418.26 million, an increase in loans and advances of ₹ 705.73 million and income taxes paid of ₹

591.74 million.

Net cash used in operating activities for the financial year 2012 was ₹ 110.02 million, while net profit before tax was ₹

1,183.93 million. The adjustments were primarily attributable to depreciation and amortization of ₹ 360.45 million,

interest expenses of ₹ 1,239.33 million, and an increase in trade and other payables of ₹ 2,241.67 million, offset in part

by interest income of ₹ 36.88 million, an increase in inventories of ₹ 845.63 million, an increase in trade receivables of

₹ 3,165.01 million, an increase in loans and advances of ₹ 699.05 million and income taxes paid of ₹ 394.05 million.

Investing Activities

Net cash used in investing activities for the financial year 2014 was ₹ 10,897.32 million, primarily relating to

acquisition of tangible assets of ₹ 11,068.03 million including capital work in progress and intangible assets under

development, and investments in shares/ debentures/ mutual funds of ₹ 40.05 million, offset in part by sale of

investment of ₹ 109.03 million, interest received of ₹ 67.60 million and net investments in bank deposits (having

original maturity of more than three months) of ₹ 31.85 million.

Net cash used in investing activities for the financial year 2013 was ₹ 8,403.71 million, primarily relating to acquisition

of tangible assets of ₹ 7,250.83 million including capital work in progress and intangible assets under development,

investments in shares/ debentures/ mutual funds of ₹ 869.97 million and net investments in bank deposits (having

original maturity of more than three months) of ₹ 370.58 million, offset in part by sale of investment of ₹ 37.08 million

and interest received of ₹ 50.50 million.

Net cash used in investing activities for the financial year 2012 was ₹ 8,163.03 million, primarily relating to acquisition

of tangible assets of ₹ 8,054.81 million including capital work in progress and intangible assets under development,

investments in shares/ debentures/ mutual funds of ₹ 11.47 million, subscription money pending allotment of ₹ 80

million and net investments in bank deposits (having original maturity of more than three months) of ₹ 310.80 million,

offset in part by proceeds from disposal of tangible assets of ₹ 256.93 million and interest received of ₹ 36.88 million.

Financing Activities

Net cash generated from financing activities for the financial year 2014 was ₹ 6,261.80 million, primarily resulting from

proceeds from issue of equity shares of ₹ 618.80 million, proceeds from issue of convertible warrants of ₹ 92.50 million

and proceeds from borrowings of ₹ 9,126.85 million, offset in part by repayment of borrowings of ₹ 1,398.90 million

and interest paid of ₹ 2,138.04 million.

Net cash generated from financing activities for the financial year 2013 was ₹ 7,889.85 million, primarily resulting from

proceeds from issue of equity shares of ₹ 1,033.29 million, proceeds from issue of preference shares of ₹ 1,091.45

million and proceeds from borrowings of ₹ 8,543.19 million, offset in part by repayment of borrowings of ₹ 1,097.27

million and interest paid of ₹ 1,656.93 million.

Net cash generated from financing activities for the financial year 2012 was ₹ 8,463.37 million, primarily resulting from

proceeds from issue of equity shares of ₹ 39.19 million and proceeds from borrowings of ₹ 10,003.93 million, offset in

part by repayment of borrowings of ₹ 330.33 million and interest paid of ₹ 1,220.03 million.

Indebtedness

As of March 31, 2014 and December 31, 2014, we had a total term loan borrowings of ₹ 22,473.10 million and ₹

27,923.31 million, respectively, and fund based working capital borrowings of ₹ 8,429.53 million and ₹ 11,785.98

million, respectively as per the bank statement. Additionally, we had a non fund based working capital borrowing of ₹

8,910.15 million as of December 31, 2014. Most of our financing arrangements are secured by our movable and

immovable assets, including a charge on our equipment as well as on our intangible assets relating to toll collection

rights under the various BOT projects undertaken by us. In addition, our Company and the Group entities have given

guarantees as collateral security for amounts borrowed under many of the financing agreements for funding our Project

SPVs.

80

Following table represent the Company’s term loans as of December 31, 2014:

S.

No. Name of Lender Nature of Facility

Amount Outstanding as of

December 31, 2014

(in ₹ million) Date of Maturity

Term Loans

1 State Bank of India

Term Loan

404.67 September 30, 2015

2 State Bank of India

Equipment Loan

77.96 July 31, 2015

3 State Bank of Patiala

Equipment Loan

232.60 Septemebr 30, 2016

4 State Bank of Patiala

Equipment Loan

41.30 July 31, 2015

5 Union Bank of India

Equipment Loan

402.20 September 30, 2016

6 Bank of India Vehicle Loan

5.90 March 31, 2021

7 ICICI Bank Limited Term Loan

1,124.86 December 31, 2016

8 ICICI Bank Limited Term Loan

31.44 December 31, 2022

9 ICICI Bank Limited Term Loan

4.59 June 30, 2027

10

L & T Infrastructure Finance Company

Limited Term Loan

792.10 March 31, 2017

11

SREI Infrstructure Finance Company

Limited Term Loan

434.37 March 31, 2018

12 Axis Bank ECB Loan ECB

198.22 December 31, 2015

13 Axis Bank Vehicle Loan

6.70 July 31, 2018

14 SREI Equipment Finance Co. Limited Term Loan

774.14 March 31, 2018

15 Indian Overseas Bank

Working Capital Term

Loan

234.49 March 31, 2015

16 HDFC Bank Limited Equipment Term Loan

37.98 September 30, 2017

17

The Saraswat Cooperative Bank

Limited Vehicle Loan

2.95 December 31, 2015

18 L & T Finance Limited Equipment Term Loan

127.44 September 30, 2016

Total 4,933.91

Following table represent the Company’s working capital outstanding as of December 31, 2014:

Working Capital Outstandings

Sr.

No. Nature of Facility

Amount Outstanding as of December 31, 2014

(in ₹ million)

1. Cash Credit

10,367.98

2. Bank Guarantee

7,028.93

3. Earnest Money Deposit

844.02

4. Letter of Credit

302.38

81

Following table represents the Subsidiaries indebtedbness as of December 31, 2014:

1 Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Name of the Lender Natureof facility

Outstanding

as on December 31,

2014 Date of Maturity

Term Loans

Union Bank of India TL I Term Loan

561.50 March 31, 2022

Union Bank of India TL II Term Loan

723.00 March 31, 2024

Allahabad Bank Term Loan

370.81 March 31, 2022

Bank of India Term Loan

505.29 March 31, 2022

Indian Overseas Bank Term Loan

170.39 March 31, 2022

L&T Infrastructure Finance Limited Term Loan

531.98 March 31, 2022

Oriental Bank of Commerce Term Loan

374.88 March 31, 2022

State Bank of India Term Loan

190.80 March 31, 2022

State Bank of Patiala Term Loan

328.30 March 31, 2022

Total

3,756.95

2 Supreme Infraprojects Private Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

Panjab National Bank Term Loan

438.90 September 30, 2022

Canara Bank Term Loan

187.60 September 30, 2022

Total

626.50

3 Supreme Vasai Bhiwandi Tollways Private

Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

Long Term Borrowings

Central Bank of India Term Loan

640.60 March 31, 2025

Panjab National Bank Term Loan

636.80 March 31, 2025

State Bank of India Term Loan

272.96 March 31, 2025

Total

1,550.36

4 Supreme Kopargaon Ahmednagar Tollways

Private Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

State Bank of India Term Loan June 30, 2019

82

1,374.79

Total

1,374.79

5 Supreme Ahmednagar Karmala Tembhurni

Tollways Private Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

Punjab National Bank Term Loan

1,279.10 March 31, 2026

OBC Term Loan

473.25 March 31, 2026

Indian Bank Term Loan

625.30 March 31, 2026

IIFCL Term Loan

479.70 March 31, 2026

Canara Bank Term Loan

614.70 March 31, 2026

Bank of India Term Loan

460.65 March 31, 2026

Total

3,932.70

6 Supreme Best Value Kolhapur (Siroli) Sangli

Tollways Private Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

L & T Infrastructure Fin. Co. Limited Term Loan

321.75 March 31, 2028

CBI Term Loan

486.70 March 31, 2028

UBI Term Loan

326.20 March 31, 2028

Canara Term Loan

481.10 March 31, 2028

Total

1,615.75

7 Supreme Panvel Indapur Tollways Private

Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

State Bank of India Term Loan

1,581.14 March 31, 2026

Canara Bank Term Loan

1,051.60 March 31, 2026

IIFCL Term Loan

1,046.00 March 31, 2026

Corporation Bank Term Loan

710.28 March 31, 2026

State Bank of Patiala Term Loan

745.50 March 31, 2026

L&T Infrastructure Finance Co. Limited Term Loan

552.07 March 31, 2026

Union Bank of India Term Loan

1,047.00 March 31, 2026

Total

6,733.59

83

8 Supreme Suyog Funicular Ropeways Private

Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

State Bank of India Term Loan

481.38 September 30, 2024

Total

481.38

9 Kotkapura Mukstar Tollways Private Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

Union Bank of India Term Loan

189.00 March 31, 2027

Bank of Baroda Term Loan

113.39 March 31, 2027

Total

302.39

10 Kopargaon Ahmednagar Phase-I Tollways

Private Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

.2014 Date of Maturity

Union Bank of India Term Loan

305.46 December 31, 2020

Canara bank Term Loan

192.70 December 31, 2020

Bank of Maharastra Term Loan

195.27 December 31, 2020

IDBI Bank Ltd. Term Loan

201.70 December 31, 2020

UCO Bank Term Loan

369.73 December 31, 2020

Total

1,264.86

11 Supreme Infrastructure BOT Private Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014 Date of Maturity

SREI Infrastructure Finance Company Limited Term Loan

1,200.29 March 31, 2016

Total

1,200.29

12 Supreme Tikamgarh Orchaa Annuity Private

Limited

Name of the Lender Nature of facility

Outstanding

as on December 31,

2014

Date of Maturity

Bank of India Term Loan 149.84 March 31, 2027

Total 149.84

13 Rudranee Infrastructure Limited

Name of the Lender Nature of facility

Outstanding

as on December 31, 2014

84

Fund Base

State Bank of India Cash Credit

405.42

State Bank of India Project Specific Cash Credit

252.97

Union Bank of India Cash Credit

256.53

Union Bank of India Project Specific Cash Credit

249.88

Dombivali Nagari Sah. Bank Ltd. Cash Credit

253.20

Total

1,418.00

Non Fund Base

State Bank of India Bank Guarantee

233.68

Union Bank of India Bank Guarantee

414.43

Union Bank of India Letter of Credit

86.71

Total

734.82

Many of our financing agreements also include various conditions and covenants that require either our Company or the

borrower Project SPVs, to obtain consents from our lenders prior to carrying out certain activities and entering into

certain transactions, including consents to incur additional debt, issue equity, change their respective capital structure,

increase or modify their respective capital expenditure plans, undertake any expansion, provide additional guarantees,

change their respective management structure, or merge with or acquire other companies, whether or not there is any

failure by such entities to comply with the other terms of such agreements. Failure to meet these conditions or obtain

these consents could have significant consequences on our business and operations. Under certain of these financing

agreements, our Company and/or the relevant Project SPV, are also required to obtain the consent of the relevant lender

to pay dividends. Any failure to comply with the requirement to obtain a consent, or other condition or covenant under

our financing agreements that is not waived by our lenders or is not otherwise cured by us, may lead to a termination of

our credit facilities, acceleration of all amounts due under such facilities and trigger cross default provisions under

certain of our other financing agreements, and may adversely affect our ability to conduct our business and operations

or implement our business plans. If the obligations under any of our financing documents are accelerated, we may have

to dedicate a substantial portion of our cash flow from operations to make payments under the financing documents,

thereby reducing the availability of our cash flow to meet working capital requirements and use for other general

corporate purposes. Further, during any period in which we are in default, we may be unable to raise, or face difficulties

raising, further financing. If the obligations under any of our financing agreements are accelerated or if the lenders of a

material amount of the outstanding loans declare an event of default simultaneously, we may be unable to pay our debts

as they fall due.

In addition, under certain financing arrangements entered into in connection with our infrastructure development

projects, we have pledged the Company's equity shares in the relevant Project SPV with the lenders. Furthermore, in

case of a default in the repayment of principal or interest amounts to certain lenders, such lenders have the right to

convert the outstanding defaulted amounts into fully-paid equity shares of the relevant Project SPV. Such conversions

may be exercised on more than one occasion, whenever there is any payment default under such financing

arrangements. Any enforcement of such pledge or any such conversion will result in a reduction of the Company’s

effective shareholding in the relevant Project SPV, thereby reducing the value of its investment in the relevant Project

SPV.

85

Debt Restructuring Scheme

As of December 31, 2014, our Company has ₹ 39,709.29 million of indebtedness (excluding non-fund base limits)

outstanding on a consolidated basis. Certain portion of the Company indebtedness now is subject to the debt

restructuring scheme discussed below. The overall recession in trade and industry coupled with delays in the

commissioning of certain projects has put considerable financial pressure on the Company and, in particular, on its cash

flow. Consequently, there have been irregularities by our Company in the repayment of banking facilities such as delay

in principal/ interest payment on the outstanding term loans and working capital loans.

The lenders of the Company include the lead banker State Bank of India. The majority of the lenders of our Company

(the “Lenders”) formed a Joint Lenders’ Forum (“JLF”) and are under the process of entering into a Master Joint Lenders

Forum Agreement amongst themselves. The objective of the JLF is to restructure Company’s debt under RBI’s JLF

Framework.

In the JLF meeting held on December 26, 2014, the JLF has, agreed for a restructuring approach through JLF route for

the Company with cut-off date as October 1, 2014. Further, as per the proposed restructuring scheme, our Company is

required to infuse funds through qualified institutions placement of its equity shares by February 5, 2015. Further, our

Company is required to provide details of additional collateral securities for adequate asset cover as required for the

proposed restructuring. The JLF have formed sub-committee to monitor the progress of restructuring process and the

Sub-committee is to meet every fortnightly to review the progress of restructuring process.

Commitments and Contingent Liabilities

Commitments

(i) Capital commitment

As of March 31, 2014 and March 31, 2013 the contracts remaining to be executed on capital account not

provided for amounts to ₹ 820 million and ₹ 12,071.50 million, respectively.

(ii) Other commitment

The Company has entered into agreements with various government authorities and semi government

corporations to develop road and water supply facilities on Build-operate-transfer (BOT) and Public Private

Partnership (PPP) basis through its certain subsidiary entities. The Company has a commitment to fund the cost

of developing the infrastructure through a mix of debt and equity as per the estimated project cost.

Contingent Liabilities

Our contingent liabilities not provided for as on March 31, 2014 are as under on a consolidated basis:

Sr. No. Contingent Liabilities As on March 31, 2014

(in ₹ million)

1. Corporate Guarantee given by the Company to banks on behalf of

subsidiary companies.

600

Related Party Transactions

We have in the course of our business entered into various transactions with related parties. For further information on

our related party transactions, see “Financial Statements” on page 174 of this Preliminary Placement Document and

annual reports available on our website.

Quantitative and Qualitative Disclosure about Market Risk

Credit Risk

In our infrastructure development and construction business, we currently derive most of our turnover from contracts

with government entities as the counter-party. Payments by such entities are typically not secured by any form of credit

support such as letters of credit, performance guarantees or escrow arrangements.

Interest Rate Risk

As our infrastructure development and construction businesses and our real estate business are capital intensive, we are

exposed to interest rate risk. Interest rates for borrowings have been volatile in India in recent periods. Our

86

infrastructure development and construction projects are funded to a large extent by debt and increases in interest

expense may have an adverse effect on our results of operations and financial condition. Our current debt facilities carry

interest at variable rates as well as fixed rates with the provision for periodic reset of interest rates. Although we may

exercise any right available to us under our financing arrangements to terminate the existing debt financing arrangement

on the respective reset dates and enter into new financing arrangements, there can be no assurance that we will be able

to do so on commercially reasonable terms, that our counterparties will perform their obligations, or that these

agreements, if entered into, will protect us adequately against interest rate risks.

Commodity Price Risk

We are exposed to upward fluctuations in the price and availability of the raw materials and fuel we require for

implementation of our projects, such as cement, bitumen, steel and other construction materials. While some of the

contracts we enter into contain price escalation provisions, allowing for an adjustment to the contract value in the event

of any increase in the prices of raw materials, adjustments to the contract price may not adequately cover the entire

increase in raw material prices. We do not currently use any derivative instruments, or enter into any other hedging

arrangements so as to manage our exposure to price increases in raw materials.

Seasonality of Business

Our operations may be adversely affected by difficult working conditions during the summer months and during

monsoon season that restrict our ability to carry on construction activities and fully utilize our resources. During periods

of curtailed activity due to adverse weather conditions, we may continue to incur operating expenses but our revenue

from construction activities may be delayed or reduced.

Interest Coverage Ratio

Set forth below is the information in respect of our interest coverage for FY2012, FY2013 and FY2014 on a consolidated

basis:

(₹ in million)

Fiscal Year

Profit after tax before

share of minority interests

Depreciation &

amortisation Interest Expense Cash Profit

Interest Coverage

Ratio

2013-14 775.93 767.11 2,602.36 4,145.40 1.59

2012-13 977.92 532.81 1,734.02 3,244.75 1.87

2011-12 813.86 360.45 1,343.35 2,517.66 1.87

Significant developments after March 31, 2014 that may affect our future results of operations

Debt Restructuring Scheme

Please see “—Debt Restructuring Scheme” on page 85 of this Prelimiary Placement Document.

Conversion of Warrants

Our Company on January 2, 2015 has allotted 20,00,000 equity shares of face value ₹ 10 each to BHS Housing Private

Limited, a Promoter Group entity, upon exercise of 20,00,000 warrants for cash at an exercise price of ₹ 185 per

warrant on a preferential basis. These warrants were allotted on preferential basis in accordance with SEBI Regulations

on December 19, 2013.

Limited Review Report

The Company has published its Unaudited Standalone Interim Financial Statements as of and for the six months ended

September 30, 2014. The limited review report for the six months ended September 30, 2014 on our unaudited

standalone interim financials contains a qualification. For further details, please see “Risk Factors – The Auditors’

limited review report in respect of our Unaudited Reviewed Standalone Interim Financial Statements as at and for the

six months ended September 30, 2014 and the audit reports for the last five financial years contains certain

qualifications” in relation to the auditors qualification in the Limited Review Report and our management’s view on the

same on page 41 of this Preliminary Placement Document.

Further, please refer to “Financial Stataments” on page 174 of this Preliminary Placement Document.

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INDUSTRY OVERVIEW

The information contained in this section is derived from various Government and other industry sources. Neither we nor

any other person connected with the Issue has independently verified this information. Industry sources and publications

generally state that the information contained therein has been obtained from sources generally believed to be reliable,

but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be

assured. Industry publications are also prepared on information as of specific dates and may no longer be current or

reflect current trends. Accordingly, investment decisions should not be based on such information.

India Economic Overview

India, the world's largest democracy having a population of an estimated 1,236 million, as of July 2014, had an estimated

GDP on a purchasing power parity basis of approximately U.S.$4.99 trillion in 2013. This makes it the fourth largest

economy by GDP in the world after the U.S., European Union and China.

The global slowdown resulted in a decline in India’s Gross Domestic Product (GDP) growth from 8.9% in 2010-11 to

6.7% in 2011-12 and further lower at 4.5% in 2012-13. Growth slowdown in India is broadly in sync with trends in similar

emerging economies. However, with the economy clocking a growth rate of 4.7% in 2013-14, the declining trend in

India’s economic growth seems to have taken a U-turn. Growth in India is expected to rise to 5.6 percent in 2014 and

pick up further to 6.4 percent in 2015 as both exports and investment increase.

Economic activity in India is beginning to look up. The Reserve Bank of India projects the growth rate to improve from

4.7 percent in 2013-14 to 5.5 percent in 2014-15. Business and consumer confidence is fast improving after the new

government was formed in May 2014. Economic outlook beyond this year looks still better. Structural constraints are

being addressed expeditiously. A large number of stalled projects have already been cleared, and are gradually beginning

to pick up pace. It is expected that investment activity will soon pick up. Retail inflation is also trending down. Inflation,

which was 11.2 per cent in November 2013, declined to 7.8 per cent in August 2014. In terms of the glide path envisaged

by the Reserve Bank of India, retail inflation is projected to decline to 6 per cent by January 2016.

India’s twin deficits, viz., the fiscal deficit and the current account deficit, which made the economy vulnerable in 2013,

have improved significantly. The gross fiscal deficit is budgeted to decline from 4.5 per cent in 2013-

14 to 4.1 in 2014-15. India’s current account deficit (CAD)-GDP ratio has also declined from 4.7 percent in 2012-13 to 1.7

per cent in 2013-14. The recent fall in oil prices, if sustained, will help narrow the deficit further. India has also been

receiving large portfolio flows. Consequently, India’s foreign exchange reserves have increased significantly.

(Source – CIA World Factbook, Economic Survey 2013-14, IMF – World Economic Outlook, IMF Committee Meeting

Document)

Twelfth Five Year Plan

The Twelfth Five Year Plan lays special emphasis on development of the infrastructure sector, as the availability of

quality infrastructure is important not only for sustaining high growth but also ensuring that the growth is inclusive. The

total investment in the infrastructure sector during the Twelfth Five Year Plan, estimated at ₹ 56.3 lakh crore (approx.

US$1trillion), will be nearly double that made during the Eleventh Five Year Plan.

This step up in investment will be feasible primarily because of enlarged private-sector participation that is envisaged.

Unbundling of infrastructure projects, public private partnerships (PPP), and more transparent regulatory mechanisms

have induced private investors to increase their participation in infrastructure sectors. Their share in infrastructure

investment increased from 22 per cent in the Tenth Five Year Plan to 38 per cent in the Eleventh Plan and is expected to be

about 48 per cent during the Twelfth Five Year Plan.

(Source – Economic Survey - http://indiabudget.nic.in/es2012-13/echap-11.pdf )

88

Roads

For a country of India's size, an efficient road network is an imperative for national integration and also for

socio-economic development. Thus, Road Transport is a critical infrastructure for India’s overall economic development.

India has one of the largest road networks in the world, spread over 48.65 lakh km. It comprises national highways,

expressways, state highways, major district roads, other district roads, and village roads with following length

distribution. In India, Road infrastructure is used to transport over 60 per cent of total goods and 85 per cent of total

passenger traffic (Source – Economic Survey)

Type Total Length (km) % Share of Total Roads

State Highways 142,687 3.3%

National Highways / Expressways 92,851 1.7%

District or Rural Roads 46,29,462 95.0%

Source – Ministry of Road, Transport & Highways, May 2014

Through Five Year Plans, India has increased the length of national highways from 21,378 kms during the late 1940s to

76,818 kms by the end of the 11th Five Year Plan (FY2008-2012). For the Twelfth Plan period, the working group

constituted by the Planning Commission on financing urbanisation worked out the requirement of investment for the

urban transport sectors as below:

(Source: Twelfth Five Year Plan, Reference note on National Highways Development Project: An Overview)

The National Highways Development Project

As National Highways comprise about ~2% of the total road length in India and yet carry over 40% of the total traffic,

India’s National Highways Development Program (NHDP) is the world’s largest road development program based on

Public Private Partnership (PPP) Model. The NHDP is spread over seven phases with an estimated expenditure of ₹

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4,71,975 crores. The programme envisages the upgradation of over 54,500 kms of arterial routes of the National

Highways network to international standards. Currently, about 24% of the total length of NHs is single lane/intermediate

lane, about 52% is two-lane standard, while the balance 24% is four-lane standard or more.

(Source: MoRTH, Reference note on National Highways Development Project: An Overview, Press Information Bureau,

Govt of India)

NHDP & Other NHAI Projects

As of October 31, 2014

Total

Length

Already

4/6Laned Under

Implementation

(Km.)

Contracts

Under

Implementation

(No.)

Balance length

for award

(Km.) (Km.) (Km.)

NHDP

Golden

Quadrilateral 5,846

5,846

0 0 - -100.00%

NS - EW

7,142 6,325 400 45 417 Ph. I & II

Port

380 379 1 1 0 Connectivity

NHDP Phase III 12,109 6,300 4,464 89 1,345

NHDP Phase

IV 14,799 776 5,509 50 8,514

NHDP Phase V 6,500 1,919 2,162 27 2,419

NHDP Phase VI 1,000 - - - 1,000

NHDP Phase VII 700 22 19 1 659

NHDP Total 48,476 21,567 12,555 213 14,354

Others (Ph.-I, Ph.-II &

Misc.) 1754 1408 346 10 -

SARDP -NE 388 95 16 1 277

Total by NHAI 50,618 23,070 12,917 224 14,631

*Total 20,000 Km. was approved under NHDP Phase IV.Out of which 14,799 Km. as assigned to NHAI remaining

Km. with MORTH.

(Source - http://www.nhai.org/whatitis.asp - as on 29 Dec, 2014)

During the financial year 2014-15, about 6,000 kms of the National Highways are to be improved along with

construction/rehabilitation of 190 nos. of bridges and 10 nos. of bypasses as standalone projects at an estimated cost of ₹

23,000 crore. The Ministry has taken up the Special Accelerated Road Development Programme in the North Eastern

Region (SARDP-NE) involving widening of 10,141 km of National Highways and other roads in three phases ensuring

connectivity of 88 district headquarters in the North Eastern Region to the National Highways. An outlay of ₹ 3,000 crore

has been proposed for SARDP-NE for the year 2014-15. (Source – MoRTH)

The Initiatives for Faster Construction Of National Highways -

The Ministry of Road Transport and Highways has decided to adopt the Engineering Procurement and

Construction (EPC) mode for National Highways which are not viable on Public-Private Partnership (PPP )

basis. The Twelfth Five-Year Plan envisages the construction of 20,000 km of 2-lane National Highways

projects through EPC mode. The Government has adopted the EPC mode of construction to ensure

implementation of projects to specified Standards with a fair degree of certainty relating to cost and time and

with a view to enabling a transparent, fair and competitive roll out of National Highway projects.

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Relaxation of Exit Clause for Developers, thus Improving Liquidity – A majority of the highway

developers in India are contractors whose core strengths are in engineering, procurement and construction

(EPC), and not in assuming financial risks of operating and collecting toll from completed projects. In contrast,

there are investors with sufficient resources — from private equity firms to sovereign wealth funds — wanting to

acquire road projects, but unwilling to take the risk of construction. Thus, a relaxation in the exit clause is likely

to permit new investors with deeper pockets to buy out the rights to develop and operate highway projects from

developers who originally bagged them.

Exemption of Environmental Clearance Requirement for Stretches up to 100 kms in Length - In a major

relief to highway widening projects, the Cabinet gave the green signal for the exemption of environmental

clearance requirement for stretches up to 100 kms in length. Earlier, this was only for stretches up to 30 kms, as

a result of which most expansion projects required a green nod from the Environment Ministry.

Amendments made in the Right to fair compensation and transparency in Land Acquisition,

rehabilitation and resettlement Act, 2013 - In the process of prolonged procedure for land acquisition, neither

the farmer is able to get benefit nor is the project completed in time for the benefit of society at large. Therefore

the present amendments allow a fast track process for defence and defence production, rural infrastructure

including electrification, housing for poor including affordable housing, industrial corridors and infrastructure

projects including projects taken up under Public Private Partnership mode where ownership of the land

continues to be vested with the government.

(Source: NHDP, pmindia.gov.in)

Housing and Urban Infrastructure in India

With the current rate of urbanization, India may face a situation of poor performance across key indicators of quality of

life like water supply, public transportation, vehicular congestion, sewage treatment, parks and open spaces and slum

population. The rapid pace of urbanization is an indicator of the critical need for infrastructure and amenities in the cities

and towns of India.

The house building industry is a major employer with strong and large multiplier effects. The housing industry is one of

the largest employment generator in India, only second to agriculture. The housing sector in India is ranked 4th

as per

multiplier effect in terms of income generation ahead of agriculture and transport.

The rapid pace of urbanization owing to the rural-urban migration is putting a strain on the urban infrastructure in the

cities of India and has led to substantial housing shortage. The technical group on housing shortage has estimated the

housing shortage in urban India at 18.78 Million with 95% shortage in EWS/LIG segment in 2012. There is a looming

housing shortage in rural India, which is estimated at 43.9 million by the working group on rural housing shortage in 2012

out of which more than 90% of the shortage of housing lies with the lower income and marginalized groups.

All costs for housing cannot be met by the Government and therefore there is need to attract private sector investment. It is

estimated that an investment of $1.2 trillion is required just in capital expenditure in Indian cities over the next twenty

years. If India taps into five sources of funding used in cities around the world – monetized land assets, higher property

taxes, user charges that reflects costs, debt and public-private partnerships, and formula based government funding- its

largest cities could generate as much as 80% of the funding they require from internal sources.

Safe water and sanitation are public goods as they have very large positive externalities. It is necessary that structural

issues facing the sectors are addressed through completion of reforms mandated under JNNURM. These issues include

high levels of non-revenue water, low level of metering, intermittent supply, inadequate quality, low sustainability and so

on.

(Source: NHB – Report on trend and progress of Housing in India, 2013, Twelfth Five Year Plan)

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(Source: Twelfth Five Year Plan)

The requirement of Capital expenditure from all sources for these sectors under the Twelfth Plan as estimated

by the Working Group on financing urbanisation is as given below:

(Source: Twelfth Five Year Plan)

The Government has launched few schemes / programmes to provide reform linked infrastructure facilities in the urban

areas like Jawaharlal Nehru National Urban Renewal Mission(JNNURM), Urban Infrastructure Development Scheme for

Small & Medium Towns (UIDSSMT), JNNURM PMIS, North Eastern Region Urban Development Programme

(NERUDP), National Urban Information System(NUIS), Public Cycle Sharing Toolkit, Capacity Building for Urban

Local Bodies, 100 MLD Sea Water Reverse Osmosis De-salination Plant at Nemmeli, Chennai, Brihan Mumbai Storm

Water Drainage Project at Mumbai, Pooled Finance Development Fund Scheme, Pilot Scheme for of Urban Infrastructure

Development in Satellite Towns around seven megacities, Lump Sum Provision Scheme for the benefit of NER including

Sikkim

The Jawaharlal Nehru National Urban Renewal Mission (JnNURM) was launched by the Ministry of Urban Development

for a seven-year period (i.e. up to March 2012) for encouraging cities to initiate steps for bringing about improvements in

their civic service levels in a phased manner. The government extended the tenure of the Mission for two years, i.e. from

1 April 2012 to 31 March 2014. Besides this, in January 2013, the government also approved a transition phase for

launching of new projects under the JnNURM. The components under Urban Infrastructure and Governance (UIG),

sub-mission of the JnNURM, are urban renewal, water supply (including desalination plants), sanitation, sewerage and

solid waste management, urban transport, development of heritage areas, and preservation of water bodies. Revised

allocation for the UIG sub-mission for the Mission period is ₹ 31,500 crore. A sum of ₹ 5,500 crore (budget estimates-BE)

had been provided for the year 2013-14. As on 31 March 2014— under the first phase of the JnNURM, 538 projects at a

total cost of ₹ 60,201 crore had been sanctioned under the UIG sub-mission with additional central assistance (ACA) of ₹

27,655 crore, of which ₹ 21,119 crore was released to the 65 mission cities across 31 states/UTs.

(Source: http://moud.gov.in/, Economic Survey)

Urban Infrastructure Development Scheme for Small and Medium Towns

The Urban Infrastructure Development Scheme for Small and Medium Towns (UIDSSMT) is a sub-component of the

JnNURM for development of infrastructure facilities in all towns and cities other than the 65 Mission cities covered under

its UIG sub-mission. Revised allocation for the UIDSSMT for the Mission period was 11,400 crore. From its inception in

December 2005 till March 2014 a total of 801 projects across 668 towns and cities at a cost of ₹ 13,866 crore with ACA

commitment of ₹ 11,197 crore had been sanctioned. A sum of ₹ 4488 crore (BE) was provided for the year 2013-14. Out

of the committed ACA of ₹ 11,197 crore, ₹ 9996 crore had been released till 31 March 2014. During April 2013 to March

2014 ₹ 2919 crore was released as ACA under the UIDSSMT

(Source – Economic Survey 2013-14)

Smart Cities

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As the fruits of development reach an increasingly large number of people, the pace of migration from the rural areas to

the cities is increasing. A neo middle class is emerging which has the aspiration of better living standards. The Prime

Minister has a vision of developing ‘one hundred Smart Cities’, as satellite towns of larger cities and by modernizing the

existing mid-sized cities. To provide the necessary focus to this critical activity, the government has provided a sum of ₹

7,060 crore in the current fiscal.

(Source – India Budget Speech 2014-15)

Power Transmission

Current Transmission Market Structure

(Source: FICCI “Power Transmission: The Real Bottleneck”, September, 2013)

The transmission segment plays a key role in transmitting power to various distribution entities across India. The

inter-regional capacity at the end of the Eleventh Plan was 28 GW. During the Twelfth Plan, total transmission substation

capacity addition is expected to be 270,000 MVA, while 110,340 cKm of transmission lines are expected to be added.

With this, the inter-regional transmission line carrying capacity at the end of the 12th Plan is expected to increase to 66

GW. (Source: CEA)

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Railways

The Indian Railways network spans more than 64,600 kms, making it the world’s third-largest rail network. It is the

largest passenger carrier and the fourth-largest rail freight carrier in the world. Increasing urbanisation coupled with rising

incomes (both urban and rural) is driving growth in the passenger segment. Growing industrialisation across the country

has increased freight traffic over the last decade. Both passenger and freight traffic volumes have increased steadily in the

past five years. While passenger traffic witnessed a CAGR of 5.2% during 2008–13, freight traffic has registered a

marginally lower CAGR of 4.9% during the same period. The sector runs 12,617 trains, carrying over 23 Million

passengers daily and connecting more than 7,172 stations. The Indian Railways runs more than 7,421 freight trains,

carrying about 3 Million Tonnes of freight every day. The sector’s total track length is 116,000 km. It also comprises

63,870 coaches, more than 240,000 wagons and 1.3 Million employees. FDI in railway-related components stood at USD

559 Million, for the period April 2000 to May 2014.

The Indian government in its Make in India initiative has highlighted various investment opportunities in the Indian

railway infrastructure sector like - high speed train projects, projects relating to electrification, high-speed tracks and

suburban corridors, dedicated freight corridors, the re-development of railway stations, setting up of wagon, coaches and

locomotive units, Gauge conversion, etc.

As on date, the Indian Railways have a large shelf of on-going projects whose completion would require about ₹ 2,25,000

crore. The magnitude of the task is huge and any neglect of the same is bound to lead to severe capacity limitations

adversely affecting the competitiveness and growth of the Indian Railways. It is estimated that the Indian Railways would

not be able to generate sufficient funds internally, through borrowings and from budgetary support for meeting the

investment requirements of the Twelfth Five Year Plan. The shortfall would be met through private investments in PPP

projects. Additional investment from private sector is also expected through their investments in manufacturing facilities

created as a consequence of partnerships with Indian Railways. Together it is expected that investments of about ₹ 1 lakh

crore would be made by the private sector during the Twelfth Five Year Plan on traffic facilities, other electrical works;

workshops including PSUs, passenger amenities; investment in PSUs/JVs/SPVs, and so on. PPP Projects related to rolling

stock manufacturing units, modernisation of railway stations, multifunctional complexes, logistics parks, private freight

terminal, freight train operators, liberalised wagon investment schemes, dedicate Freight Corridors and so on which are in

pipeline offer excellent opportunities for private investment.

High capacity Metro rails are already in use in India and are proving to be successful in addressing the issues of public

transport. Global experiences suggest that metro rail transit systems have largely been developed by the public sector (an

analysis of 132 cities worldwide shows that 113 cities (~88 per cent) have metros which are developed and operated in

public sector mode). As MRTS alignment usually result in a significant rise in value of the real estate along its zone of

influence, Government entities promoting metro rail have used this resource to fund other urban infrastructure. The

efficiency gains through PPP have been brought in at the O&M stage. However, given the huge requirement of capital and

willingness as well as capability of the private capital to undertake such projects, in high-density corridors, projects which

are viable on their own (with admissible viability gap funding and commercial utilisation of land ordinarily required for

the project ) may be encouraged under PPP mode.

Government Initiatives

100% FDI in the railway infrastructure segment has been allowed recently which has opened up opportunities for

participation in infrastructure projects such as high-speed railways, railway lines to and from coal mines and

ports, projects relating to electrification, high-speed tracks and suburban corridors.

Indian Railways has begun exploring the PPP mode of delivery and aims to award projects worth USD 1,000

Billion through the PPP route

The sector aims to boost passenger amenities by involving PPP investments in provision of foot-over bridges,

escalators and lifts at all major stations.

Three rail connectivity projects namely Gevra Road-Pendra Road new line, Raigarh-Bhupdeopur new line and

Jaigarh Port connectivity projects are being implemented through the joint venture route

(Source: http://www.makeinindia.com/sector/railways/, Twelfth Five Year Plan)

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BUSINESS

Overview

We are a civil engineering construction company involved in the construction of roads, highways bridges, flyovers,

commercial and residential buildings, water infrastructure, power projects and railway infrastructure. We provide

construction services as an EPC contractor, principal contractor and sub-contractor across various states in India and we

undertake our road projects on a BOT basis. We have been listed on the BSE and the NSE since 2007. Our Company’s

consolidated revenue for FY 2014, FY 2013 and FY 2012 amounted to ₹ 25,904.74 million, ₹ 23,382.94 million and ₹

17,307.39 million, respectively, and for the six months period ended September 30, 2014 on a standalone basis, amounted

to ₹ 7,026.10 million.

The business of our Company is segregated into the following independent business verticals:

Roads Division: Over the past decade, our Company has developed core expertise in the field of construction of roads

and highways. Our roads division undertakes the construction, realignment, widening, strengthening, rehabilitation,

upgrading and maintenance of highways, carriageways and roads in India. Under this business vertical we are also

engaged in the construction of flexible pavements. As on September 30, 2014 the outstanding order book of the roads

division of our Company was ₹ 20,663 million. We undertake to design and execute construction projects to our

client’s requirement on a turnkey basis. In the roads and highway sector, we also undertake to work on a ‘build,

operate and transfer’ or BOT basis through our subsidiary companies viz. Supreme Infrastructure BOT Private

Limited and Supreme Infrastructure BOT Holdings Limited.

Bridges Division: Our bridges division has undertaken projects for design and construction of flyovers, and

underpasses. We have also undertaken special bridges projects like the stay cable bridges. As on September 30, 2014

the outstanding orders of the bridges division of our Company was ₹ 3,964 million.

Buildings Division: Our Company has undertaken the construction of commercial buildings, information technology

parks, hospitals, residential townships for the Indian army, temples, schools, and construction and strengthening of

nallahs. As on September 30, 2014 the order book of the buildings division stood at ₹ 20,102 million.

Power Division: Our Company has undertaken work for distribution of power at the domestic user end by means of

cable laying and installation of step-down & step-up voltage stabilizers on EPC basis. As on September 30, 2014, the

outstanding order book of the power projects of our Company was ₹ 2,277 million.

Water Infrastructure Division: Our water infrastructure division has undertaken integrated engineering and design

works for various water work related projects such as design & construction of water pumping stations, sewage

pumping stations and water treatment plants. Projects for the laying of distribution pipeline networks for portable as

well as sewage and storm water systems are also executed by our Company. We also undertake works for

implementing irrigation projects such as canal lining and other allied works. As on September 30, 2014 the

outstanding order book of the water infrastructure division of our Company was ₹ 5,132 million.

Railway Division: Our Company is involved in the construction of funicular railway bridges, extension of bridges,

extension of platforms and construction of car sheds. As on September 30, 2014 our Company has a railway projects

order book of ₹ 543 million.

Competitive Strengths

We believe the following as our principal competitive strengths:

Experience and know how

With over 10 years of experience in executing road and highway projects, beginning with the road sector including

highways, and subsequently expanding to the building, power, water infrastructure and railway infrastructure sectors

across the country, we believe we have developed in depth industry expertise across infrastructure projects. We have

undertaken multiple projects on a BOT basis as well. Prior experience in BOT projects is an important prequalification

criterion for certain of the more significant BOT projects. This track record enables us to meet the technical

prequalification requirements for bidding for potential projects.

95

Strong Order Book and diversified portfolio across various sectors and geographic locations

Our Company’s total outstanding Order Book as on September 30, 2014 was ₹ 52,681 million, diversified across sectors

and geographies.

Our projects are geographically dispersed across various states in the country. Through a presence in different sectors and

in different regions of the country, we believe we are able to mitigate concentration risks associated with operations in

specific segment and specific regions. We have a presence across India and currently provide services across various

states. Our operations are supported by our corporate headquarters in Mumbai, our regional offices in Gurgaon and

Kolkata.

We believe we have created a diversified and sustainable business model, which has grown our revenues. We also believe

that such a diversified business portfolio diminishes the risks associated with the dynamics of any particular sector while

also simultaneously helping us to benefit from the synergies of operating diverse businesses.

Backward Integration

Our Company has 7 quarries and several crusher plants, RMC plants and asphalt plants. We have undertaken backward

integration to manufacture ready mix concrete, asphalt and wet mix mecadam which is used for our construction activity.

The availability of the ready mix transit mixers enables us to service multiple locations for our contracts from a single

nodal point. This in turn helps us in timely servicing of multi-location requirements. Use of ready mix for various projects

undertaken by the Company and sale of this ready mix to third parties results in augmenting our revenues and margins.

We also have access to raw materials that are produced in house. This ensures smooth and uninterrupted supply of raw

materials enabling timely delivery of projects and higher margins. This also reduces the effect of increasing prices of the

raw materials. We handle diverse construction projects, each having its own set of requirements and technical challenges.

Having such an asset base provides assurance on quality of supplies and is advantageous for our business giving us an

edge over our competitors.

Proven execution capabilities

On-time performance

We have received appreciation from our clients for on time completion in relation to the following projects:

North and South Kasheli Bridge Project; and

Jaipur Flyover

Additionally, we follow cost per mile – program evaluation and review technique for allocation of time used for

completion of a project, thereby clearly demarcating the time lines for various activities.

Demonstrated ability to work successfully in partnerships

We have demonstrated our ability to work successfully with various domestic partners, such as Petron Engineering

Construction Limited, MBL Infrastructures Limited, Zanders Engineers Limited and Brahmaputra Infrastructure Limited

on a wide variety of projects in India.

We have established good working relationships with many sub-contractors supporting our various divisions. Such

relationships facilitate an efficient deployment of human resources and extend our execution capabilities.

Large fleet of owned machineries and equipment

In the infrastructure sector timely completion of projects is of utmost importance. Ownership on machinery and

equipment significantly decreases dependence on external sources for equipment supplies. We own a number of plants

and equipment required for construction activities such as tippers, transit mixers, backhoe loaders, excavators, wheel

loaders, concrete pumps, motor graders, pick and carry planes, crawler cranes, hydraulic rotary rigs, rollers, tractors,

water tankers, trailers and milling machines.

Acknowledged reputation

96

We have received several awards from various industry bodies. These include:

‘Fastest Growing Construction Company (mid-size – 1st Rank)’ at the 10

th Construction World Awards in 2012;

Industry Honour for ‘Outstanding Contribution in Specialised Construction (EPC Category) at the 3rd

EPC

World Awards 2012;

‘Fastest Growing Construction Company (Small Category – 2nd

Rank)’ at the 9th

Construction World Annual

Awards 2011;

‘Most Admired Corporate in Infrastructure Development’ at the Infrastructure Excellence Awards 2010.

‘Fastest Growing Construction Company (Small Category – 2nd

Rank)’ at the 8th

Construction World Annual

Awards 2010

Experienced management team and highly qualified staff

As of September 30, 2014, we had approximately 889 permanent employees and approximately 1,235 temporary

employees for our operations. This manpower comprises of an experienced management team and a qualified and skilled

work force. Our employees are qualified in terms of technical expertise and have experience in handling contracts which

enables us to accurately estimate and manage costs for the projects for which we bid. We provide our staff with a high

growth environment and continuous training programmes. Our Managing Director, Mr. Vikram Sharma has been

awarded the ‘Infra Person of the Year’ at the EPC World Awards 2013.

Strategy

Our vision is to be a leading construction and infrastructure enterprise in India, committed to quality, timely completion of

projects, customer satisfaction, continuous learning and enhancement of stakeholders’ value. To achieve this goal, we

have identified 3 primary strategic objectives for our future development:

Enhance our execution capabilities

Quality of product and timely completion of projects are critical to success in the construction industry. As a result, we

aim to:

consistently deliver a quality product meeting all relevant specifications and requirements;

achieve enhanced customer satisfaction through cost effective and timely completion;

increase the size and capabilities of our in house design and engineering teams;

motivate and train our staff for continual improvement of productivity and quality standards; and

update and implement our procedures in line with developments in international standards.

Leverage and strengthen our market position to benefit from growth factors in our current core markets, and to

expand and diversify into new sectors.

We intend to undertake technically complex, turnkey and design-build projects either alone or through joint ventures if

required. Further, we also intend to continue to control operating and overhead costs to maximize our operating margins.

To facilitate efficient and cost-effective decision-making, we intend to continue to strengthen our internal systems. This

enables us to have better operating margins. Efficient use of the raw material and our fleet of construction equipment

ensure that we maintain high operating margins

We believe that we have developed a reputation for undertaking challenging construction projects from both, the

government as well as private companies. We intend to continue focusing on performance and project execution

capabilities in order to maximize client satisfaction.

We have catered to a range of sectors, which has contributed in increasing our technical knowhow, capabilities, and

spectrum of service offerings. This has also enabled us to de-risk our business model and we plan to further diversify our

portfolio by extending our services to newer sectors. Using our design build model and turnkey capabilities, we intend to

concentrate on projects and geographies where we can retain a competitive edge and seek better margins. For instance, we

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have in the recent past increased our portfolio of private projects yielding higher margins, as well as expanded into new

segments such as solar power.

Develop and maintain strong relationships with our clients and strategic partners

Our services significantly depend on procuring construction contracts undertaken by the government, semi-governmental

authorities and other projects by private companies. Our business is also dependent on developing and maintaining

strategic alliances with other contractors with whom we may want to enter into project-specific joint ventures or

subcontracting relationships for specific purposes. We will continue to develop and maintain these relationships in both

the client and vendor space. We intend to establish relationships and share risks with companies whose resources, skills

and strategies are complementary to our business and are likely to enhance our opportunities.

History and Development

The Company was incorporated as “Supreme Asphalts Private Limited” on April 8, 1983 as a private limited company

under the provisions of the Companies Act, 1956. Pursuant to a fresh certificate of incorporation dated April 10, 2002, the

name of the Company changed to Supreme Infrastructure India Private Limited and subsequently the name changed to

Supreme Infrastructure India Limited vide certificate of incorporation dated August 30, 2005. The Company was

incorporated with the objective of carrying on the business in India and abroad as civil contractors, infrastructure

development contractors and engineers and to undertake contracts for any type of civil construction and infrastructure

development. The registered office of the Company is located at Supreme House, Plot No. 94/C Pratap Gadh, Opp. I.I.T

Main Gate, Powai, Mumbai – 400 076.

Below mentioned are the key events in the Company’s history, as well as participation in a number of high-profile

projects.

Sr.

No.

Calendar

Year

Key Events

1. 2007 Got listed on BSE and NSE

2. 2007 Awarded a contract for Powai IT park, service apartments and residential tower (₹ 3,500

million)

3. 2008 Awarded flyover contract aggregating to ₹ 649.80 million by Jaipur Development Authority.

4. 2009 Awarded EDGE Towers Complex at Ramprastha City, Gurgaon

5. 2010 Won first BOT project awarded by NHAI (Panvel Indapur BOT Project NH17)

6. 2011 First toll collection commences for Ahmednagar-Kopargaon stretch of SH-10.

7. 2012 Revenue crosses ₹ 10 billion.

8. 2012 3i invests ₹ 2 billion in three BOT assets.

9. 2013 Patiala Nabha Malerkotla toll became operational.

10. 2013 Manor Wada Bhiwandi toll became operational.

11. 2013 Vasai Bhivandi toll became operational

12. 2014 Revenue crosses ₹ 20 billion.

13. 2014 Order book exceeds ₹ 50 billion.

14. 2014 Forayed into solar power segment.

Order Book

In our industry, order book is considered an indicator of potential future performance since it represents a portion of our

future revenue stream. Our Order Book includes the total contract value of all existing contracts as on a given date less any

revenues already recognized by our Company of such existing contracts till such date. The Order Book also includes

projects in respect of which the Company is L1 (lowest bidder), but where final work order is yet to be received.

As of September 30, 2014, we had contracts for ongoing projects with an Order Book of ₹ 52,681 million with west India

constituting 46.66%, north India constituting 35.27%, east India constituting 17.70% and south India constituting 0.37 %

of the total Order Book.

Roads Division

Our roads division undertakes the following types of projects:

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construction of roads and highways;

routine maintenance of highways;

rehabilitation and upgrading of existing roads; and

construction of flexible pavements.

Some of the larger projects undertaken by this division include the following:

‘Four laning of Manor Wada and Wada Bhiwandi Road on SH-34 and SH-35 respectively in the State of

Maharashtra on BOT basis’:

Supreme Manor Wada Bhiwandi Infrastructure Private Limited (“SMWBIPL”) was incorporated on January 4, 2010

as a special purpose vehicle company for execution of the project of ‘widening of Manor Wada (24.25kms) and Wada

Bhiwandi Road (40.07 Kms) on SH-34 and SH-35 respectively in the state of Maharashtra and to convert it into a four

lane highway on BOT basis’. The total length of the project aggregates 64.32 Kms. The concession period of the

project is 28 years and 6 months. SMWBIPL commenced tolling operations for this project on March 4, 2013.

SMWBIPL is also in the process of executing an additional bypass road from SH-35 at Vishwabharati

Phata-Bhinar-Vadpa Junction (Km 0/000 to 7/900 (total length - 7.90 km) district Thane, Maharashtra) on BOT

(Toll) basis.

‘Widening of Panvel - Indapur section of NH-17 in the State of Maharashtra and to convert it into a four lane dual

carriageway on BOT basis’

Supreme Panvel Indapur Tollways Private Limited (“SPITPL”) was incorporated on November 18, 2010 as a special

purpose vehicle for execution of the project of ‘Four laning of Panvel - Indapur section of NH-17 from Km. 0.00 to

Km. 84.00 in the state of Maharashtra’, on DBFOT basis at an estimated project cost of ₹ 12,060 million. The

concession period is 21 years including the construction period of 910 days. The project is under implementation.

‘Western Transport Corridor-Tumkur-Haveri NH-4 Project – Rehabilitation and Up gradation of Chitradurga

Section (Km 189 to 207) of NH-4- Balance Works.’

M/s Supreme – MBL (JV), having its registered office at No. 08, Bhavani Service Industrial Estat, Opposite IIT Main

Gate, Powai, Mumbai – 400076 was appointed as a contractor for completion of job of ‘Western Transport Corridor,

Tumkur — Haveri Section of NH-4 Project, Rehabilitation and Upgrading of Chitradurga Section i.e. from Km.

189.00 to Km. 207.00 — Balance Works, Package 3, in the State of Karnataka’, in the month of March 2007. This

project was awarded by the National Highways Authority of India. The total length of the project was 18 kms.

Construction of this project commenced on May 11, 2007 and was completed on December 15, 2009.

Bridges Division

Our bridges division has undertaken projects for design and construction of flyovers, and underpasses.

Some of the larger projects undertaken by our bridges division include:

‘Design and Construction of Flyovers at Rajnoli Junction (Km. 549/200) and at Mankoli Junction (Km. 554/750) on

NH-3, Thane-Nashik Road’

The Company was awarded the contract for design and construction of flyovers at Rajnoli Junction (Kms 549/200)

and at Mankoli Junction (Kms 554/750) on NH-3, Thane-Nashik Road by Mumbai Metropolitan Region

Development Authority on April 16, 2013. The contract value of this project is ₹ 1,210 million. This project is

currently under execution.

‘Construction of North and South Kasheli Bridge along with its approaches on Thane-Bhiwandi-Wadapa-Road from

Km. 0/000 to 8/090 on BOT basis’

The work for construction of north and south Kasheli Bridge along with its approaches on

Thane-Bhiwandi-Wadapa-Road from Km. 0/000 to 8/090 on BOT basis was awarded to M/s Ketki Construction JV

Sangam (I) Limited (Concessionaire – BOT Operator) by the public works department, Maharashtra Special Project

Division, Thane Circle, Thane. The same project has been awarded to the Company as prime contractor by the

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concessionaire for design and construction. This work has been physically completed and opened for traffic in the

month of October 2011. The value of the completed project amounts to approximately ₹ 2,275 million.

‘Construction of Major Bridge across Bankot Creek between village Kolmandla in Raigad District and village

Veshvi in Ratnagiri District on Major State Highway No. 4 (Revas Reddi Coastal Highway) in Raigad District in the

State of Maharashtra (India).’

The work for construction of a major bridge across Bankot Creek between village Kolmandla in Raigad district and

village Veshvi in Ratnagiri district on Major State Highway No. 4 (Revas Reddi Coastal Highway) in Raigad district

in the state of Maharashtra, India was awarded to the Company by the public works department, Government of

Maharashtra. This project was awarded to the Company on May 14, 2013 and is currently under construction. The

contract value of this project was approximately ₹ 2,550 million.

Buildings Division

Our buildings division undertakes the following type of projects:

construction of commercial buildings;

construction of multi-story complexes;

construction of information technology parks;

construction of residential townships; and

construction of hospitals.

Some of the larger projects undertaken by our buildings division include the following:

‘Construction of Multi Storied High Rise Towers in Hex City situated at Survey No. 55 and others at Village

Rohinjan, Taluka Panvel, District Raigad, Navi Mumbai’

The Company has been awarded a contract in November 2010 by Supreme Construction and Developers Private

Limited for construction of ‘Multi Storied High Rise Towers in Hex City situated at Survey No. 55 and others at

Village Rohinjan, Taluka Panvel, District Raigad, Navi Mumbai’. The scope of work for this project includes

excavation, complete reinforced cement concrete work, brickwork, internal and external plaster, elevation features,

overhead and underground tanks, fire tanks, sewage treatment plant, compound wall and compound paving. The total

area on which the building is to be situate encompasses an area admeasuring approximately 15,27,500 square feet and

the contract value (calculated at ₹ 900 per square feet), amounts to a total of ₹ 1,375 million.

‘Constructing and Mobilisation of Data Center Building at Navi Mumbai, Maharashtra’

The Company was awarded a contract on July 13, 2012 by Vodafone Shared Services Limited for ‘Constructing,

executing, maintenance and guarantee work towards Data Center Building at Navi Mumbai, Maharashtra’. The scope

of work for this project included building of the data center at an estimated contract amount of ₹ 1,013 million. This

project is currently under execution.

Construction of IT Park (Supreme Business Park)at Hiranandani Garden, Powai, Mumbai’

The construction of an IT Park (Supreme Business Park), at Hiranandani Garden, Powai, Mumbai was completed by

the Company in February 2011. The total built up area for construction of this IT Park was approximately 90,360 sq.

mtrs. The contract was awarded to the Company by Supreme Housing and Hospitality Private Limited. The Company

also executed all kind of HVAC, fire-fighting, lifts, electrical and public health safety services work in this project.

The total completed cost of the project was ₹ 3,700 million.

Power Division

The power division was formed to explore opportunities in providing turnkey EPC services to the power sector.

Some of the larger projects currently undertake by our power division include the following:

MSEDCL Infrastructure Plan Part II

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This project has been awarded to our Company on February 2, 2010 by the Maharashtra State Electricity Distribution

Company Limited, for the supply, test, transport, construction, erection and testing of sub-transmission lines, power

transformers, new substations, augmentation of existing S/S, 11kV/22kV/33kV lines, distribution transformer centers

of varying capacities, renovation and modernisation works and other allied works under the ‘Infrastructure Plan Part

II Phase-A Project’. The contract value of this project is ₹ 772.80 million.

Execution of Turnkey Works for Tender T-95, T-74, T-79 under Infrastructure Projects

‘Turnkey Contract Tender No. T-95 for ₹ 773 million; Tender No. T-79 for ₹ 686 million and Tender No. T-74 for ₹

1,070 million of Infrastructure Plan Phase II-A Project Works’ was allotted to the joint venture entity of our Company

and M/s Patwari Electricals. The contract consists of supply, transport, construction, erection, testing and

commissioning of sub-trasmission lines (33/22/11 KV Lines), distribution lines, power transformers, new

sub-stations, new switching station and augmentation of existing sub-stations, distribution transformers of varying

capacities, renovation and modernisation works in (i) Tuljapur Division of Usmanabad Circle under Latur Zone (ii)

Division Thane I/II Bhandup and Mulund under Bhandup Urban Zone (iii) Kalyan Rural Division under Kalyan Zone

as per Tender T-95, T-74 and T-79 respectively. This project is currently under execution.

Water Infrastructure Division

Our water infrastructure division has undertaken integrated engineering and design works for various water work related

projects such as design & construction of water pumping stations, sewage pumping stations and water treatment plants.

The larger projects undertaken by our water infrastructure division include the following:

‘Construction of balance work for civil works for STP in Zone-1 and 6B; SPS in Zone-1; Collection system in all

Zones and for the MBMC UGD Project at Mira Bhaindar’

SPML Infra Limited has been awarded the work of design and build (including operation and maintenance) of

underground sewerage scheme for Mira Bhaindar Municipal Corporation. In 2012, the Company was awarded the

balance civil works as subcontractor. The total estimated cost for the design and build of underground sewerage

system is approximately ₹ 2,000 million. This project is currently under execution.

Railway Division

The railway division of our Company was formed to explore opportunities in providing the following services to the

railway sector:

construction of funicular railway bridges;

extension of bridges;

extension of platforms;

construction of car sheds;

zonal railway projects; and

private railway sidings.

The larger projects undertaken by our railways division include the following:

Construction of Funicular Railways at Hajimalang Gad:

This project involves construction, operation, maintenance and handing over of funicular railway at Hajimalang Gad,

Ambernath District, Thane, in the state of Maharashtra. This project was awarded on BOT basis and is being

undertaken by our subsidiary Supreme Suyog Funicular Ropeways Private Limited. This project was awarded by the

Government of Maharashtra, Public Works Department on August 4, 2008. The estimated prject cost of this project is

₹ 800 million. This project is currently under execution.

‘Extension of platforms for 12 car EMU Rakes at Airoli, Rabale, Ghansoli, Koparkhairane and Turbhe stations in

Thane-Vashi section’

The Company has carried out work for extension of platforms for 12 car EMU Rakes at Airoli, Rabale, Ghansoli,

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Koparkhairane and Turbhe stations in Thane-Vashi section. This contract was awarded to the Company by the Office

of Deputy Chief Engineer, Central Railways. The date of commencement of this project was August 10, 2009 and the

project was completed by April 15, 2013. The contract value for this project was approximately ₹ 59 million.

Projects under Execution

We are in the process of executing various infrastructure projects across India either on our own or under joint

ventures/consortium

The following table sets out certain key details of selected projects under execution as on December 31, 2014:

Project Client State Approximate project

cost as appraised by the

lenders ( ₹ in million)

Concession

period

Flyover at Transport Nagar

Chourah (crossing).

Jaipur

development

authority

Rajasthan 649.5 N.A.

Four laning of road along

Sidhwan canal with

Flyovers, Underpass, Robs

and Canal Lining

Punjab Public

Works

Department

Punjab 3,280.00 N.A.

Construction of anti-sea

erosion bund

MMRDA Maharashtra 81.72 N.A.

Construction of SRA

Building for MMRDA at

Tulsidham under BSUP

TMC Maharashtra 719.99 NA

Construction of School

and Temple for ISKCON ISKON Maharashtra 80.00 N.A

Multistoried EDGE

Towers Complex at

Ramprastha City.

Ramprastha Gurgoan 2,363.17 N.A

Construction and

strengthening of the Nalla

Works bearing nos. 1(pt.),

3W, 7, 9, 11 & 12 and their

Sub Nallas under I.N.D.P.

in Thane City Area, Thane.

TMC Maharashtra 1,132.30 N.A

Construction of Bridge

no.33-5 and 33-4 in

connection with provision

of 5th and 6th lines

between Thane & Kalwa

stations of Central Railway

(MUTP-II).

MRVC Maharashtra 152.50 N.A

Design & Construction of

Five Nos. of Elevated

Metro Stations at Central

Park of Kharghar.

CIDCO Metro Maharashtra 1,420.00 N.A

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Group Holding Structure

SUBSIDIARIES

1. Supreme Infrastructure BOT Private Limited

Supreme Infrastructure BOT Private Limited (“SIBPL”) was incorporated on March 25, 2009 as a private limited

company under the Companies Act, 1956 with the object of carrying on business as civil contractors, infrastructure

development contractors, electrical engineers, mechanical engineers, architects, and interior decorators and to construct,

acquire, develop, consult provide, maintain, administer or otherwise undertake contracts for civil construction,

infrastructure development works, mining operations, road constructions, erection, lay out, repair, and demolition work of

highways, subways, runways, flyovers, bridges, buildings, freeways, power house, railways, and drainage and sewage

systems. The Company holds 10,000 ordinary shares of face value of ₹ 10 comprising of 100% of the issued capital of

SIBPL.

SIBPL has the following operative subsidiary companies executing the BOT projects:

i. Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Supreme Manor Wada Bhiwandi Infrastructure Private Limited (“SMWBIPL”) was incorporated on January 4,

2010 as a limited company under the Companies Act, 1956. SMWBIPL has been incorporated as a special

purpose vehicle company for execution of the project of ‘widening of Manor Wada (24.25kms) and Wada

Bhiwandi Road (40.07 Kms) on SH-34 and SH-35 respectively in the State of Maharashtra and to convert it into

a 4 lane highway on BOT basis’. SIBPL holds 49,000 equity shares of face value of ₹ 10 comprising of 49% of

the issued capital of SMWBIPL.

SIIL Supreme Infrastructure India Limited SMMWBIPL Supreme Manor Wada Bhiwandi Infrastructure Private Limited

SIBPL Supreme Infrastructure BOT Private Limited SIPPL Supreme Infra Projects Private Limited

SIBHPL Supreme Infrastructure BOT Holdings Private Limited SSFKPL Supreme Suyog Furnicular Pvt. Ltd.

SPITPL Supreme Panvel Indapur Tollways Private Limited SVBTPL Supreme Vasai Bhiwandi Tollways Private Limited

Rudranee Rudranee Infrastructure Limited KAT - Phase 1 Khopargaon Ahmadnagar Tollways(Phase I) Private Limited

SMSPL Supreme Megha Structure Pvt.Ltd. STOAPL Supreme Tikamgarh Orchaa Annuity Pvt. Ltd.

SIO Supreme Infrastructure Overseas LLC KMTPL Kotakpura Muktsar tollways Pvt. Ltd.

MKKMTPL Mohol Kurul Kamati Mandrup Tollways Private Limited

SBV Supreme Best Value Kolahapur Shiroli Sangli Tollways Pvt Ltd.

SKATPL Supreme Karmala Ahemnagar Tembhurni Tollways Pvt. Ltd.

SAKTTPL Supreme Ahemdnagar Karmala Tembhurni Tollways Pvt. Ltd.

SIIL

SPITPL

(26%)

Rudranee

(51%)

SIBHPL

(51%)

SMSPL

(60%)

SIBPL

(100%)

SIO

(60%)

SMWBIPL

(49%)

SVBTPL

(100%)

SIPPL

(100%)

KAT – Phase I

(100%)

SSFRPL

(98%)

STOAPL

(100%)

SKATPL

(100%)

SBV

(90%)

SAKTT

(100)

KMTPL

SIBPL(48%) &

(SIIL26%)

MKKMTPL

(49%)

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ii. Supreme Infra Projects Private Limited

Supreme Infra Projects Private Limited (“SIPPL”) was incorporated on February 21, 2009 as a private limited

company under the Companies Act, 1956. SIPPL has been incorporated as a special purpose vehicle company for

execution of ‘Patiala Nabha Malerkotla Road Project’. This partially completed project was awarded by Punjab

Industrial Development Board. SIPPL commenced tolling operations on June 24, 2012. The cost of the project

was ₹ 953.4 million. The concession period is 13 years and 6 months. The total length of the road is

approximately 56 kms. The EPC work is executed by the Company. SIBPL holds 10,000 equity shares of face

value of ₹ 10 comprising of 100% of the issued capital of SIPPL.

iii. Supreme Suyog Funicular Ropeways Private Limited

Supreme Suyog Funicular Ropeways Private Limited (“SSFRPL”) was incorporated on April 10, 2008 as a

private limited company under the Companies Act, 1956. SIPPL has been incorporated as a special purpose

vehicle company for construction of funicular ropeway system at Haji Malang Gad, Ambarnath in Thane

District, Maharashtra on a BOT basis. SIBPL is the majority stakeholder in the SSFRPL. The project envisages a

funicular trolley system for transporting devotees and luggage from the foot of the hill to Haji Malang Durgah

and return. The total cost of the project is ₹ 800 million. The concession period is 24 years and 5 months

including construction period of 24 months. SIBPL holds 98,000 equity shares of face value of ₹ 10 comprising

of 98% of the issued capital of SSFRPL.

iv. Supreme Vasai Bhiwandi Tollways Private Limited

Supreme Vasai Bhiwandi Tollways Private Limited (“SVBTPL”) was incorporated on May 1, 2013 as a private

limited company under the Companies Act, 1956. SVBTPL has been incorporated as a special purpose vehicle

company for execution of ‘Four laning of Chinchoti-Kaman-Anjurphata to Mankoli road (Major SH No. 4)

section from km 00.00 to km 26.425 of the existing road in the state of Maharashtra’ on BOT basis. This partially

completed project with existing tolling operations was awarded by the public works department, Maharashtra.

The total length of the stretch is 26.425 kms. SIBPL is the majority stakeholder in SVBTPL. The total concession

period is 20.1 years. The total cost of project is ₹ 2,140 million. The EPC work is executed by the Company.

SIBPL holds 10,000 equity shares of face value of ₹ 10 comprising of 100% of the issued capital of SVBTPL.

v. Kotkapura Muktsar Tollways Private Limited

Kotkapura Muktsar Tollways Private Limited (“KMTPL”) was incorporated on September 11, 2012 as a private

limited company under the Companies Act, 1956. KMTPL has been incorporated as a special purpose vehicle

company for execution of “Two laning from km 0+000 to km 29+996 (approximately 30.000 km) on the

Kotkapura — Muktsar Road of State Highway No.16 in the State of Punjab” on DBFOT basis. SIBPL is the

majority stakeholder in the SPV Company. The concession period is 18 years including construction period of 1

year 6 months. The starting point of the project corridor is Kotkapura. The total cost of the project has been

estimated at ₹ 1,080 million. The Company holds 5,099 equity shares of face value of ₹ 10 comprising of 26% of

the issued capital of KMTPL and SIBPL holds 9,415 equity shares of face value of ₹ 10 comprising of 48% of the

issued capital of KMTPL.

vi. Kopargaon Ahmednagar Tollways (Phase I) Private Limited

Kopargaon Ahmednagar Tollways (Phase I) Private Limited (“KAT – Phase I”) was incorporated on October

15, 2012 as a private limited company under the Companies Act, 1956. KAT – Phase I has been set up for

executing the project ‘Widening of existing two lane state highways from Km. 78/200 to Km. 120/000 (42.60

Kms) to four lane width and land acquisition and 50% work-construction of two lane Shirdi-Rahata bypass

(23.30 Kms). SIBPL holds 10,000 equity shares of face value of ₹ 10 comprising of 100% of the issued capital of

KAT – Phase I.

vii. Supreme Tikamgarh Orchaa Annuity Private Limited

Supreme Tikamgarh Orchaa Annuity Private Limited (“STOAPL”) was incorporated on February 7, 2014 as a

private limited company under the Companies Act, 1956. STOAPL was incorporated with the object of

constructing, installing, erecting, repairing, improving, maintaining and toll collection of work in respect to ‘two

laning and up gradation of existing Tikamgarh Orchha section of SH-37 in the state of Madhya Pradesh’. SIBPL

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holds 10,000 equity shares of face value of ₹ 10 comprising of 100% of the issued capital of STOAPL.

viii. Mohol Kurul Kamati Mandrup Tollways Private Limited

Mohol Kurul Kamati Mandrup Tollways Private Limited (“MKKMTPL”) was incorporated on August 24, 2012

as a private limited company under the Companies Act, 1956. MKKMTPL has been incorporated as a special

purpose vehicle company for construction of Mohol Kurul Kamati Mandrup Road in Solapur District,

Maharashtra on a BOT basis. Ram Infrastructure Limited is the majority stakeholder in the MKKMTPL. SIBPL

holds 4,900 equity shares of face value of ₹ 10 comprising of 49% of the issued capital of MKKMTPL.

MKKMTPL is a subsidiary of SIBPL due control on the board of directors.

2. Supreme Infrastructure BOT Holdings Private Limited

Supreme Infrastructure BOT Holdings Private Limited (“SIBHPL”) was incorporated on December 20, 2011as a

subsidiary of the Company. 3i India Infrastructure Fund, an investment fund established by international investor 3i

Group plc, has through its affiliate viz. Strategic Road Investments Limited, invested ₹ 2,000 million for a minority stake

in SIBHPL. SIBHPL has been incorporated to carry on the business of designing, engineering, procuring, constructing,

fabricating, building, operating, and maintaining of roads, bridges, culverts, and buildings, and services in connection

therewith. Further, with the object of collecting toll in connection with the projects to be taken up by SIBHPL on BOT

basis, promoting, acquiring and investing in the securities of BOT special purpose vehicle companies. The Company

holds 789,999 ordinary shares of face value of ₹ 10 comprising of 51% of the issued capital of SIBHPL.

SIBHPL has the following operative subsidiary companies executing the BOT projects:

i. Supreme Kopargaon Ahmednagar Tollways Private Limited

Supreme Kopargaon Ahmednagar Tollways Private Limited (“SKATPL”) was incorporated on April 13, 2011

as a private limited company under the Companies Act, 1956. SKATPL has been incorporated as a special

purpose vehicle for execution of the ‘Kopargaon Ahmednagar Tollways’ project. This partially completed

project was awarded by the public works department, state of Maharshtra. SKATPL commenced tolling

operations for this project on September 26, 2011. The project cost was ₹ 2,340 million. The project was

completed 3 months before estimated timelines. The concession period of the project is up to May 2019. EPC

work is executed by the Company. SIBHPL holds 10,000 equity shares of face value of ₹ 10 comprising of 100%

of the issued capital of SKATPL.

ii. Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited

Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited (“Supreme Best Value”) was

incorporated on November 25, 2010 as a private limited company under the Companies Act, 1956. Supreme Best

Value has been incorporated as a special purpose vehicle for execution of the project of ‘construction, operation,

maintenance and augmentation of widening of 2 lane undivided carriage way to 4 lanes between Shiroli and

Baswankhind, Ankali to Miraj Phata on SH - 3, Miraj Phata to Sangli on SH -75 and strengthening of existing 2

lanes between Baswankhind and Ankali one way via Jainapur and the other way via Jaisingpur (SH -3) on

DBFOT (toll) basis’ in the state of Maharashtra. The total envisaged length for four laning is 25.66 Kms and for

two laning is 26.95 Kms. The estimated cost of project is ₹ 3,300 million. The concession period of the project is

22 years and 9 months including construction period of 24 months. The project is under implementation.

SIBHPL holds 45,000 equity shares of face value of ₹ 10 comprising of 90% of the issued capital of Supreme

Best Value.

iii. Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited

Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited (“Supreme AKTT”) was incorporated on

November 29, 2010 as a private limited company under the Companies Act, 1956. Supreme AKTT has been

incorporated as a special purpose vehicle for execution of the project of ‘Construction of four laning of 61.71

kms. of roads at Ahmednagar-Karmala-Tembhurni ch.80/600 to ch.140/080’ in the state of Maharashtra on BOT

basis. The cost of the project is ₹ 5,400 million. The concession period of the project is 22 years and 9 months

including construction period. This project is under implementation. SIBHPL holds 10,000 equity shares of face

value of ₹ 10 comprising of 100% of the issued capital of Supreme AKTT.

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3. Supreme Panvel Indapur Tollways Private Limited

Supreme Panvel Indapur Tollways Private Limited (“SPITPL”) was incorporated on November 18, 2010 as a private

limited company under the Companies Act, 1956. SPITPL has been incorporated as a special purpose vehicle for

execution of the project of ‘Panvel - Indapur section of NH-17 from Km. 0.00 to Km. 84.00’ in the state of Maharashtra by

widening the existing two lane dual carriageway to a four lane dual carriageway’, on BOT basis at an estimated proect

cost of ₹ 12,060 million. The concession period is 21 years including the construction period of 910 days. The project is

under implementation and is expected to be completed in scheduled time of completion. The Company holds 26,000

equity shares of face value of ₹ 10 comprising of 26% of the issued capital of SPITPL and SIBPL holds 38,000 equity

shares of face value of ₹ 10 comprising of 38% of the issued capital of SPITPL.

4. Rudranee Infrastructure Limited

Rudranee Infrastructure Limited (“Rudranee”) was incorporated on July 7, 2006 as a public limited company under the

Companies Act, 1956. The Company holds 12,183,648 equity shares of face value of ₹ 10 comprising of 51% of the

issued share capital of Rudranee. Rudranee is an Aurangabad based construction & infrastructure company. Rudranee has

wide experience in executing various infrastructure projects having specialization in pipeline and power transmission

segment. As per the audited financials of the Rudranee for year ended March 31, 2014, Rudranee registered a turnover of

₹ 2,620.48 million and profit after tax of ₹ 60.99 million.

5. Supreme Mega Structures Private Limited

Supreme Mega Structures Private Limited (“SMSPL”) was incorporated on September 23, 2010 as a private limited

company under the Companies Act, 1956. The Company holds 6,000 equity shares of face value of ₹ 10 comprising of

60% of the issued capital of SMSPL. SMSPL is involved in the business of rentals of staging, scaffolding, shuttering steel

pipes and structural fabrication, steel fabrication work and job work. Substantial part of the Company’s shuttering and

fabrication job is undertaken by SMSPL.

6. Supreme Infrastructure Overseas LLC

Supreme Infrastructure Overseas LLC (“SIO”) was incorporated on December 2, 2012 as a limited liability company in

the Sultanate of Oman. The Company holds 150,000 equity shares of face value of OMR 1 comprising of 60% of the

issued capital of SIO and Ajit Khimji Group LLC and Al Barami Investment LLC hold the remaining 40% of the issued

capital of SIO.

JOINT VENTURES

In order to be able to bid for certain large scale infrastructure projects, we enter into memoranda of understanding or joint

venture agreements with other companies to meet capital adequacy, technical or other requirements that may be required

as part of the pre-qualification for bidding or execution of the contract. Details of the key joint ventures that we have

entered into have been set out below:

1. Supreme – MBL (Joint Venture) – MBL Infrastructures Limited and the Company have entered into a joint venture

agreement dated March 16, 2007 for execution of a contract awarded by NHAI for ‘Western Transport Corridor

Tumkur – Haveri NH 4 Project Package-3 Rehabilitation and Upgrading of Citradurga Section of NH 4 (Kms 189 –

Kms 207)’. 60% of the profits of the joint venture is to be distributed to the Company and 40% of the profits of the

joint venture is to be distributed to MBL Infrastructures Limited.

2. Petron – Supreme (Joint Venture) – M/s Petron Civil Engineering Private Limited and the Company have entered into

a joint venture agreement dated August 27, 2008 for the purpose of submitting an offer against the tender invited by

Jaipur Development Authority for ‘Construction of Flyover at Transport Nagar Choraha (Crossing) vide NIT No.

JDA/Zonal Engineer/TR/2008/D-927 dated July 18, 2008. M/s Petron Civil Engineering Private Limited and the

Company hold 55% and 45% stake respectively, in the joint venture entity.

3. Supreme – Mahavir (Joint Venture) – The Company and M/s Mahavir Roads and Infrastructure Private Limited have

entered into a joint venture agreement dated December 4, 2013 to participate in the tender invited by the Municiple

Corporation of Greater Mumbia for work of ‘AE- 42: Improvement of various roads in Flexible Pavements in City &

Eastern Suburbs’. The Company is the lead contractor to the joint venture and will share 55% of the profits/ losses

and M/s Mahavir Roads and Infrastructure Private Limited, the associate contractor will share 45% of the profits and

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losses of the joint venture entity.

Our Project Life Cycle

The BOT Process

The project life cycle for our BOT infrastructure development projects is discussed below:

We bid for infrastructure projects primarily through a competitive bidding process. We evaluate available bid

opportunities and decide whether we should pursue a particular project based on various factors, including the client’s

Technical Bid Opening

Business Development Scanning of newspapers, and identification of tender notices

Pre-bid meeting

Discussion with the tendering authorities regarding clarifications

Preparation of Technical Qualification Criteria and

Financial details for Submission with the Tender

Submission of tender on due date along with General

Arrangement Drawings

Financial Bid Opening

Issue of Letter of Acceptance by the Client to the successful

bidder

Submission of Performance security and signing of agreement

of work

Issue of Work Order by the Client

Mobilisation of Resources at the site

Submission of CPM PERT Program to the Client

Technical Bid Opening

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reputation and financial strength, the geographic location of the project and the degree of difficulty in executing the

project in such location, our current and projected workload, current traffic on the project road and scope for future

growth, the likelihood of additional work, the project’s cost and profitability estimates and our competitive advantage

relative to other likely bidders. Once we have identified projects that meet our criteria, we submit an application to the

client according to the procedures set forth in the relevant advertisement.

Prequalification

In selecting contractors for major projects, clients generally limit the tender to contractors they have pre-qualified based

on several criteria including experience, technological capacity and performance, reputation for quality, safety record,

financial strength and bonding capacity and size of previous contracts in similar projects, although price competitiveness

of the bid is generally the most important selection criterion. Pre-qualification is key to our winning major projects and we

continue to develop on our pre-qualification status through concentrated marketing efforts aimed at infrastructure

development agencies and entities.

Submitting a Bid

If we pre-qualify for a project, the next step is to submit a financial bid. The financial bids are currently submitted online.

Prior to submitting a financial bid, we carry out a detailed study of the proposed project, including performing a detailed

study of the technical and commercial conditions and requirements of the tender followed by a site visit. Thereafter, a

local market survey is conducted to assess the availability, rates and prices of key construction materials and the

availability of labor and specialist sub-contractors in that particular region.

We attend the pre-bid meetings convened by the clients, during which any ambiguities or inconsistencies in the document

issued by the client are brought to the attention of the client for further clarification. We seek quotations from suppliers

and other sub-contractors for various items or activities in respect of the tender. This data supplements the data gathered

by the market survey. The information gathered is then analyzed to arrive at the cost of items. We then estimate the

revenues from the project over the concession period from the traffic survey reports.

Engineering, Procurement and Construction

Typically, subsequent to a successful bid made in accordance with the process described above, we are required to prepare

project specific architectural and/or structural designs that adhere to regulatory requirements, procure materials for the

relevant project, and effect the actual construction of the project. Our EPC capabilities are integral to the success of our

infrastructure development business.

Prior to the construction of any road, detailed engineering is necessary before any actual physical work can be started.

Engineering work normally includes work related to project layout, process, control systems and instrumentation,

equipment needs planning, and civil works. Designing cost control measures and scheduling are some of our most

important pre-construction engineering activities.

Because material procurement plays such a critical part in the success of any project, we maintain experienced staff to

carry out material procurement activities. Our material procurement, tracking and control systems enable effective

monitoring for our purchasers.

Ownership of the equipment that we use in our construction operations enable us to avoid the costs involved in hiring

construction equipment and complete our projects in a timely manner, as we are not subject to equipment related

construction delays that may be caused by third parties.

Toll Collection Arrangements

Following a successful project bid and the completion of the construction phase of our BOT projects, we assume the role

of the operator of the relevant infrastructure asset during a predetermined concession period. In certain projects, like

‘Manor Vada Bhiwandi’ and ‘Chinchoti Kaman Anjurphata’ we are entitled to commence toll collection on the existing

infrastructure on commencement of the contract, although we may not have completed the construction of the expanded

infrastructure. During the concession period, we maintain and manage the asset and earn revenues through charges, fees,

tolls or annuities generated from the asset.

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Operation and Maintenance Agreements

After construction has been completed on our BOT infrastructure development projects, and during the concession period

that has been granted to us, we are generally responsible for carrying out operation and maintenance activities at our BOT

project sites. The scope of our operation and maintenance activities is usually defined in the relevant BOT project

agreements. Within the scope of our operation and maintenance obligations, we may be required to undertake routine and

periodic maintenance of project roads and maintain and comply with safety standards.

Equipment

We own a large fleet of sophisticated construction equipment including tippers, transit mixers, backhoe loaders,

excavators, wheel loaders, concrete pumps, motor graders, pick and carry planes, crawler cranes, hydraulic rotary rigs,

rollers, tractors, water tankers, trailers and milling machines. In addition, we may be required to mobilize and procure

various other equipment. Owning a large fleet of equipment enables us to be less dependent on third parties when

implementing our various projects.

Competition

We face competition from both domestic and international entities in the roads and highways infrastructure sector, as most

of the contracts awarded by the Indian Central and State Governments are awarded on a competitive bidding basis and

satisfaction of other prescribed pre-qualification criteria. While service quality, technological capacity and performance,

health and safety records and personnel, as well as reputation and experience, are important considerations in client

decisions, price is a major factor in most tender awards. Our ability to bid for and win major infrastructure development

projects is also dependent on our ability to show experience in executing large projects, demonstrate that we have strong

engineering capabilities in executing technically complex projects, and that we have sufficient financial resources and/or

ability to access funds.

Our competitors include other mid-size construction and infrastructure development companies. We also face competition

from smaller, regional contractors in our construction business.

Health, Safety and Environment

We believe that we are in compliance, in all material respects, with applicable health, safety and environmental

regulations and other requirements in our operations and also maintain adequate workmen’s compensation, group medical

insurance and personal accident insurance policies. We believe that accidents and occupational health hazards can be

significantly reduced through a systematic analysis and control of risks and by providing appropriate training to

management, employees and sub-contractors. Project managers appointed by us for a project are principally responsible

for ensuring that safety standards are met at the relevant project sites.

Intellectual Property

We use the “ ” trademark in our business which has been registered in our Company's name in Class 37 under

the Trademarks Act of 1999, as amended.

Property

Our corporate office is located in Mumbai from which we conduct all our administrative and reporting activities. We

either own or lease various commercial premises in connection with our corporate, administrative or project-related

functions. We typically lease various premises across India to facilitate our work at various project sites. These leases

usually expire upon completion of the relevant project.

Our Company operates regional offices at Gurgaon and Kolkata located at 901-905, 9th Floor, Millennium Tower, B

Wing, Opp. IFFCO Chowk Metro Station, M G Road, Gurgaon - 122002, Haryana and Ecospace Business Park Action

area II, Building – 2A, 5th Floor, New Town, Rajarhat, Near Tata Medical Centre, Kolkata- 700156, West Bengal,

respectively.

Our Company operates 7 quarries located at Padgha (India), Pali (India), Jaipur (India), Jaipur – Bichun (India), Jaipur –

Kothpuli (India), Kutch (India) and the Sultanate of Oman. These quarries have been leased to our Company. The

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minerals procured from these quarries are used for both captive consumption and trading. We also use RMC plants,

asphalt mix plants, crushing plants and wet mix macadam plants to facilitate operations at these quarry sites.

Quality

Our Company has received certification for compliance with requirements of ISO 9001:2008, a quality management

system, environment management system and occupational health safety management system based on ISO 9001:2008

norms and certified by Shamkris Global. The scope of certification for the quality management system, environment

management system and occupational health safety management system includes development of infrastructure, building

projects and related ancilliary activities like quarries, crushers, asphalt and ready mix plants and paver blocks.

Insurance

Our operations are subject to hazards inherent in providing engineering and construction services, such as risk of

equipment failure, work accidents, fire, earthquake, flood and other force majeure events. This includes hazards that may

cause injury and loss of life, damage and destruction of property, equipment and environmental damage. Our principal

types of insurance coverage include all risk insurance policies, fire insurance, personal accident coverage insurance,

money insurance, plant and machinery insurance as well as transit insurance. We also maintain workmen’s compensation

policies. Insurance during the construction phase typically includes the following:

Comprehensive all risk policy for construction activities during the construction period covering all risks associated

with construction;

Third party liability insurance;

Workmen’s compensation;

Motor own damage and liability /

Contractor’s plant and machinery and third party liability insurance.

Human Resources

As of September 30, 2014, we had approximately 889 permanent employees and approximately 1,235 temporary

employees. We are also dependent on the availability of a sufficient pool of contract labour to execute our infrastructure

development and construction projects. The number of contract laborers employed by us varies from time to time based on

the nature and extent of work contracted to independent contractors. We enter into contracts with independent contractors

to complete specified assignments.

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Organizational structure

Corporate Social Responsibility (“CSR”)

The Board of Directors of the Company has constituted a corporate social responsibility committee consisting of 3

Directors 1 of whom is Independent. The Board will ensure that at least 2% of the average net profit of the preceding three

years is spent on the corporate activities every year. The CSR Committee will review, approve and validate the spending

on CSR activities. The approach of the Company is to bring about sustainable development through balancing commercial

and economic progress with social and environmental development. Schedule VII of the Companies Act 2013, outlined

the categories of activities which a company is required to undertake for fulfillment of its obligation towards CSR.

Mission India Welfare foundation a non-governmental organisation, with support of our Company, has organized various

activities for poor and needy people, including ‘Free Medical and Labour Welfare Camp’ in Gurgaon, ‘Self Defence

Training for Women’ and ‘Free Medical and AIDS Awareness Camp’ in Delhi.

B. H.Sharma

Chairman

Vikram Sharma

Managing Director

Vikas Sharma

Whole Time Director

Water

Power

BOT

Oman

Kolkatta

Gurgaon

Infra

(Rail,Road

and Bridge)

Building

P and M

Vikas Sharma

Whole Time

Director

Pankaj

Sharma

Residential

Director

Sadique Molla

VP – Project

Kamlesh

Chechani

BOT Head

Sanjay Bafna

CFO

H B Soni

GM

Prashant

Kalantry

VP

Project

Managers

Sunil Wagh

GM

Manish

Sharma

DGM

Planning and

monitoring

Tendering

Purchase

HR and Admin

Banking

Accounts

Company

Secretary

Vijay Joshi

Company

Secretary

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SUPERVISION AND REGULATION

The following description is a summary of certain sector specific laws and regulations as prescribed by the Government of

of India (“GoI”) or state Governments which are applicable for our Company and its Subsidiaries, Joint Ventures and

Associates. The information detailed in this chapter has been obtained from publications available in the public domain.

The regulations set out below are not exhaustive, and are only intended to provide general information to the investors and

and is neither designed nor intended to be a substitute for professional legal advice.

Regulation of the Road Sector

The primary central legislations governing the roads sector are the National Highways Act, 1956 (“NH Act”) and the

National Highways Authority of India Act, 1988 (“NHAI Act”).

NHAI Act

National Highways Authority of India (“NHAI”) was constituted by the NHAI Act, to develop, maintain and manage the

National Highways, vested or entrusted to it by the Central Government. It became operational in February, 1995. The

Central Government provides the capital to the Authority required for discharging its functions. It provides for the

constitution of a fund called as the National Highways Authority of India Fund. The Central Government, in public

interest, may entrust the development, maintenance or management of any national highway or a part thereof to any

Authority who shall be bound to comply with such direction for such period. However, the Central Government would

supersede the Authority, in case of its inability to discharge the functions, default in compliance with any direction or if it

is necessary in public interest.

NH Act

Under the NH Act, the GoI is vested with the power to declare a highway as a national highway and also to acquire land

for this purpose. The GoI may, by notification, declare its intention to acquire any land when it is satisfied that for a

public purpose such land is required to be acquired for the building, maintenance, management or operation of a national

highway or part thereof. The NH Act prescribes the procedure for such land acquisition which inter alia includes entering

and inspecting such land, hearing of objections and declaration of such acquisition and the mode of taking possession.

The NH Act also provides for payment of compensation to owners and any other person whose right of enjoyment in that

land has been affected.

The GoI is responsible for the development and maintenance of national highways. However, it may, by notification in

the official gazette, direct that such functions may also be exercised by governments of the states in which the highway is

located, or by any officer or authority sub-ordinate to the GoI or to the state government. Notwithstanding the aforesaid

provision, the GoI has the power to enter into an agreement with any person for the development and maintenance of a

part or whole of a national highway. Such person would have the right to collect and retain fees at such rates as may be

notified by the GoI having regard to the expenditure involved in building, maintenance, management and operation of the

whole or part of such national highway, interest on the capital invested, reasonable return, the volume of traffic and the

period of the agreement. The National Highways Fee (Determination of Rates and Collection) Rules, 2008 (“NH Fee

Rules”) further provide procedure for technical approval and financial sanction by the GoI or executive agency and

related reporting for execution of works in relation to the operation and maintenance of national highways.

NH Fee Rules

The NH Fee Rules regulates the collection of fee for the use of national highway. The NH Fee Rules supersede the

National Highways (Temporary Bridges) Rules, 1964, the National Highways (Collection of Fees by any Person for the

Use of Section of National Highways/ Permanent Bridge/ Temporary Bridge on National Highways) Rules, 1997 (the

“1997 Fee Rules”), the National Highways (Fees for the use of National Highways Section and Permanent Bridges -

Public Funded Project) Rules, 1997 and the National Highways (Rate of Fees) Rules, 1997 other than in respect of things

done or omitted to be done under such rules prior to supersession. The NH Fee Rules do not apply to the concession

agreements executed or bids invited prior to the publication of such rules i.e. prior to December 5, 2008.

Pursuant to the NH Fee Rules, GoI may, by a notification, levy fee for use of any section of a national highway,

‘permanent bridge’, bypass or tunnel forming part of a national highway, as the case may be. However, GoI may, by

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notification, exempt any section of a national highway, ‘permanent bridge’, bypass or tunnel constructed through a public

funded project from levy of fees.

The collection of fee shall commence within 45 days from the date of completion of the section of a national highway,

‘permanent bridge’, bypass or tunnel constructed through a public funded project. The NH Fee Rules further provides for

the base rate of fees applicable for the use of a section of the national highway and applicable to different categories of

vehicles. The base rate shall be increased, without compounding, by 3% each year with effect from April 1, 2008 and

such increased rate will be deemed to be the base rate for the extension of fees in the subsequent years. The NH Fee Rules

also provide for, inter alia, an annual revision of the base rate of fees with effect from April 1st each year to reflect the

increase in the WPI between the week ending on January 6, 2007 and WPI for the month of December of the year in

which such revision is undertaken but such revision shall be restricted to a 40% of the increase in WPI. The various

modalities for collection of fee are also outlined in the NH Fee Rules. Under the 1997 Fee Rules (which are applicable to

concession agreements executed prior to December 5, 2008), the GoI may enter into an agreement with any person for the

development and maintenance of the whole or any part of a national highway, ‘permanent bridge’ or temporary bridge on

a national highway and such person is entitled to collect at such rate and for such period as may be notified by GoI.

Indian Tolls Act, 1851

Pursuant to the Indian Tolls Act, 1851, the state governments have been vested with the power to levy tolls at such rates

as they deem fit, to be levied upon any road or bridge, made or repaired at the expense of the Central or any state

government. The tolls levied under the Indian Tolls Act, 1851, are deemed to be ‘public revenue’. The collection of tolls

can be placed under any person as the state governments deem fit under the said act and they are enjoined with the same

responsibilities as if they were employed in the collection of land revenue. Further, all police officers are bound to assist

the toll collectors in the implementation of the Indian Tolls Act, 1851. The Indian Tolls Act, 1851 further gives power for

recovery of toll and exempts certain category of people from payment of toll.

Provisions under the Constitution of India and other legislations in relation to collection of toll

Entry 59, List II of Schedule VII read with Article 246 of the Constitution of India vests the states with the power to levy

tolls. Pursuant to the Indian Tolls Act, 1851, the State Governments have been vested with the power to levy tolls at such

rates as they deem fit.

Financing of the National Highways Development Project (“NHDP”)

The Government of India, under the Central Road Fund Act, 2000 (“Fund”) created a dedicated fund for NHDP. Certain

sources for financing of NHDP are through securitization of cess as well as involving the private sector and encouraging

Public Private Partnership (“PPP”). The NHDP is also being financed through long-term external loans from the World

Bank, the Asian Development Bank and the Japan Bank for International Cooperation as well as through tolling of roads.

Private Participation in NHDP

In an effort to attract private sector participation in the NHDP, the NHAI has formulated model concession agreements

where a private entity (the “Concessionaire”) is awarded a concession to build, operate and collect toll on a road for a

specified period of time, which is usually up to 30 years.

The bidding for the projects takes place in two stages as per the process provided below:

in the pre-qualification stage, NHAI selects certain bidders on the basis of technical and financial expertise, prior

experience in implementing similar projects and previous track record; and

in the second stage, NHAI invites commercial bids from the pre-qualified bidders on the basis of which the right

to develop the project is awarded.

In a BOT project, the private entity meets the up front cost and expenditure on annual maintenance and recovers

the entire cost along with the interest from toll collections during the concession period. To increase the viability of the

projects, a capital grant is provided by the NHAI/GoI on a case to case basis. The concessionaire at the end of the

concession period transfers the road back to the Government. The concessionaire’s investment in the road is recovered

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directly through user fees by way of tolls.

In annuity projects, the private entity is required to meet the entire upfront cost (no grant is paid by NHAI/GoI) and the

expenditure on annual maintenance. The concessionaire recovers the entire investment and predetermined return on

investments through annuity payments by NHAI/GoI.

Tax incentives which are being provided to the private entity are 100% tax exemption for any consecutive ten years out of

the first 20 years after completion of a project. The Government has also allowed duty free import of specified modern

high capacity equipment for highway construction.

Other Laws

The laws above are specific to the regulations specifically applicable to an operating business. The generic regulations

that are applicable to our Company include environmental laws, labour laws and other applicable laws.

Environment Regulation

Infrastructure projects must also ensure compliance with environmental legislation such as the Water (Prevention and

Control of Pollution) Act 1974 (“Water Pollution Act”), the Air (Prevention and Control of Pollution) Act, 1981 (“Air

Pollution Act”) and the Environment Protection Act, 1986 (“Environment Act”).

The Water Pollution Act aims to prevent and control water pollution. This legislation provides for the constitution of a

Central Pollution Control Board and State Pollution Control Boards. The functions of the Central Pollution Control Board

include, inter alia, coordination of activities of the State Pollution Control Boards, collecting data relating to water

pollution and the measures for the prevention and control of water pollution and prescription of standards for streams or

wells. The State Pollution Control Boards are responsible for, inter alia, the planning for programmes for prevention and

control of pollution of streams and wells, collecting and disseminating information relating to water pollution and its

prevention and control, inspection of sewage or trade effluents, works and plants for their treatment and to review the

specifications and data relating to plants set up for treatment and purification of water, laying down or annulling the

effluent standards for trade effluents and for the quality of the receiving waters, and laying down standards for treatment

of trade effluents to be discharged. This legislation prohibits any person from establishing any industry, operation or

process or any treatment and disposal system, which is likely to discharge trade effluent into a stream, well or sewer, or

bring into use any new or altered outlet for discharge of sewage, or being to make any new discharge of sewage without

taking prior consent of the State Pollution Control Board.

The Central and State Pollution Control Boards constituted under the Water Pollution Act are also to perform functions as

per the Air Pollution Act for the prevention and control of air pollution. The Air Pollution Act aims for the prevention,

control and abatement of air pollution. It is mandated under this Act that no person can, without the previous consent of

the State Pollution Control Board, establish or operate any industrial plant in an air pollution control area as notified by

the State Government.

The Environment Act has been enacted for the protection and improvement of the environment. The Act empowers the

GoI to take measures to protect and improve the environment such as by laying down standards for emission or discharge

of pollutants, providing for restrictions regarding areas where industries may operate and so on. The GoI may make rules

for regulating environmental pollution.

With respect to forest conservation, the Forest (Conservation) Act, 1980 prevents state governments from making any

order directing that any forest land be used for a non-forest purpose or that any forest land is assigned through lease or

otherwise to any private person or corporation not owned or controlled by the Government without the approval of the

GoI. The Ministry of Environment and Forests mandates that Environment Impact Assessment (“EIA”) must be

conducted for projects. In the process, the Ministry receives proposals for the setting up of projects and assesses their

impact on the environment before granting clearances to the projects.

The EIA Notification S.O. 1533, issued on September 14, 2006 (the “EIA Notification”) under the provisions of the

Environment Act, prescribes that new construction projects require prior environmental clearance from the MoEF. The

environmental clearance must be obtained from the MoEF according to the procedure specified in the EIA Notification.

No construction work, preliminary or other, relating to the setting up of a project can be undertaken until such clearance is

obtained. Under the EIA Notification, the environmental clearance process for new projects consists of four stages –

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screening, scoping, public consultation and appraisal. After completion of public consultation, the applicant is required to

make appropriate changes in the draft ‘EIA Report’ and the ‘Environment Management Plan.’ The final EIA Report has

to be submitted to the concerned regulatory authority for appraisal. The regulatory authority is required to given its

decision within 105 days of the receipt of the final EIA Report.

Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008

The Hazardous Waste (Management and Handling) Rules, 1989, as amended, impose an obligation on each occupier and

operator of any facility generating hazardous waste to dispose of such hazardous wastes properly and also imposes

obligations in respect of the collection, treatment and storage of hazardous wastes. Each occupier and operator of any

facility generating, processing, treating, packaging, storing, using, collecting, offering for sale converting or transferring

hazardous waste is required to obtain an approval from the relevant state pollution control board for collecting, storing

and treating the hazardous waste.

Public Liability Insurance Act, 1991

The Public Liability Insurance Act, 1991, as amended (“Public Liability Act”), imposes liability on the owner or

controller of hazardous substances for any damage arising out of an accident involving such hazardous substances. A list

of ‘hazardous substances’ covered by the legislation has been enumerated by the Government by way of a notification.

The owner or handler is also required to take out an insurance policy insuring against liability under the legislation. The

rules made under the Public Liability Act mandate that the employer has to contribute towards the Environment Relief

Fund, a sum equal to the premium paid on the insurance policies. This amount is payable to the insurer.

Laws relating to Employment

Certain other laws and regulations that may be applicable to our Company include the following:

Contract Labour (Regulation & Abolition)Act, 1970;

The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;

Factories Act, 1948;

Payment of Wages Act, 1936;

Payment of Bonus Act, 1965;

Employees’ State Insurance Act, 1948;

Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;

Equal Remuneration Act, 1976;

Payment of Gratuity Act, 1972;

Shops and Commercial Establishments Acts, where applicable;

Minimum Wages Act 1948;

Industrial Disputes Act, 1947;

Employees Compensation Act, 1923

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BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

As on date, our Company has eight Directors with an Executive Chairman. Of the eight Directors, four are independent

Directors.

Clause 49 of the Listing Agreement requires that at least half of the Board of Directors should comprise of non-executive

directors. In addition, it also requires that if our chairman is a non-executive director, at least one-third of the Board of

Directors should comprise independent directors and in case he is an executive director, at least half of the Board of

Directors should be comprised of independent directors.

Pursuant to the provisions of the Companies Act, at least two-thirds of the total number of Directors excluding the

Independent Directors are liable to retire by rotation, with one-third of such number retiring at each annual general

meeting. A retiring Director is eligible for re-election. Further, the Independent Directors may be appointed for a

maximum of two terms of up to five consecutive years each. Any re-appointment of Independent Directors shall

inter-alia be on the basis of the performance evaluation report and approved by the shareholders by way of special

resolution.

The following table sets forth details regarding the Board of Directors as of the date of this Preliminary Placement

Document:

Sr.

No.

Name, Address, Occupation,

DIN, Term and Nationality

Age Designation Other Directorships

1. Mr. Bhawanishankar Sharma

Address:

Sharma Bungalow,

Near Chitrath Studio,

Hiranandani Complex,

Powai, Mumbai—400 076

Maharashtra

India,

Occupation: Industrialist

DIN: 01249834

Term: Until march 31, 2015

Nationality: Indian

67 Executive Chairman

1. Supreme Housing and

Hospitality Private Limited

2. BHS Housing Private Limited

3. BVPD Constructions &

Infrastructure Private Limited

4. Smit Properties Private

Limited

5. Supreme Infrastructure BOT

Private Limited

6. Supreme Innovative Building

Projects Private Limited

7. Supreme Panvel Indapur

Tollways Private Limited

8. Supreme Infrastructure BOT

Holdings Private Limited

9. Chitrarth Films & Studio

Private Limited

2. Mr. Vikram Sharma

Address:

Sharma Bungalow,

Near Chitrath Studio,

Hiranandani Complex,

Powai, Mumbai—400 076

Maharashtra

India

Occupation: Industrialist

DIN: 01249904

Term: Until March 31, 2015

40 Managing Director

1. Supreme Housing and

Hospitality Private Limited

2. Supreme Suyog Funicular

Ropeways Private Limited

3. Supreme RMC And Aggregate

Private Limited

4. Supreme Infra Projects Private

Limited

5. Supreme Infrastructure Bot

Private Limited

6. Saint Developers Private

Limited

7. Supreme Innovative Building

Projects Private Limited

8. Supreme Manor Wada

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Sr.

No.

Name, Address, Occupation,

DIN, Term and Nationality

Age Designation Other Directorships

Nationality: Indian

Bhiwandi Infrastructure Private

Limited

9. HGCL- Niraj-Supreme

Infrastructure Private Limited

10. Shri-Supreme Logistics Private

Limited

11. Supreme Infra Power D & T

Private Limited

12. Supreme Panvel Indapur

Tollways Private Limited

13. Supreme Best Value

Kolhapur(Shiroli) Sangli

Tollways Private Limited

14. Supreme Ahmednagar Karmala

Tembhurni Tollways Private

Limited

15. Supreme Kopargaon

Ahmednagar Tollways Private

Limited

16. Supreme Star Villa Private

Limited

17. Supreme Villa Private Limited

18. Supreme Bungalows Private

Limited

19. Supreme Lake View Villa

Private Limited

20. Supreme Castle Private

Limited

21. Supreme Cottage Private

Limited

22. Supreme Lake View

Bungalows Private Limited

23. Sanjose Supreme Tollways

Development Private Limited

24. Supreme Infrastructure BOT

Holdings Private Limited

25. Mohol Kurul Kamati Mandrup

Tollways Private Limited

26. Kotkapura Muktsar Tollways

Private Limited

27. Kopargaon Ahmednagar

Tollways (Phase I) Private

Limited

28. Sanjose Mahavir Supreme

Consortium Private Limited

29. Mazboot Infrastructure Private

Limited

30. Shikrapur Nhavara Choufula

Tollways Private Limited

31. Supreme Vasai Bhiwandi

Tollways Private Limited

32. Chitrarth Films & Studio

Private Limited

33. BHS Housing Private Limited

3. Mr. Vikas Sharma

Address:

36 Whole Time Director

1. Supreme Housing and

Hospitality Private Limited

2. Supreme Suyog Funicular

117

Sr.

No.

Name, Address, Occupation,

DIN, Term and Nationality

Age Designation Other Directorships

Sharma Bungalow,

Near Chitrath Studio,

Hiranandani Complex,

Powai, Mumbai—400 076

Maharashtra

India

Occupation: Industrialist

DIN: 01344759

Term: Until March 31, 2015

Nationality: Indian

Ropeways Private Limited

3. Supreme RMC And Aggregate

Private Limited

4. Supreme Infra Projects Private

Limited

5. Supreme Infrastructure BOT

Private Limited

6. Saint Developers Private

Limited

7. Supreme Innovative Building

Projects Private Limited

8. Supreme Manor Wada

Bhiwandi Infrastructure Private

Limited

9. HGCL- Niraj-Supreme

Infrastructure Private Limited

10. Supreme Mega Structures

Private Limited

11. Supreme Infra Power D & T

Private Limited

12. Supreme Panvel Indapur

Tollways Private Limited

13. Supreme Best Value Kolhapur

(Shiroli) Sangli Tollways

Private Limited

14. Supreme Ahmednagar Karmala

Tembhurni Tollways Private

Limited

15. Supreme Kopargaon

Ahmednagar Tollways Private

Limited

16. Supreme Star Villa Private

Limited

17. Supreme Villa Private Limited

18. Supreme Bungalows Private

Limited

19. Supreme Lake View Villa

Private Limited

20. Supreme Castle Private

Limited

21. Supreme Cottage Private

Limited

22. Supreme Lake View

Bungalows Private Limited

23. Sanjose Supreme Tollways

Development Private Limited

24. Supreme Infrastructure BOT

Holdings Private Limited

25. Mohol Kurul Kamati Mandrup

Tollways Private Limited

26. Kotkapura Muktsar Tollways

Private Limited

27. Kopargaon Ahmednagar

Tollways (Phase I) Private

Limited

28. Sanjose Mahavir Supreme

Consortium Private Limited

118

Sr.

No.

Name, Address, Occupation,

DIN, Term and Nationality

Age Designation Other Directorships

29. Shikrapur Nhavara Choufula

Tollways Private Limited

30. Supreme Vasai Bhiwandi

Tollways Private Limited

31. Chitrarth Films & Studio

Private Limited

32. BHS Housing Private Limited

4. Mr. V.P Singh

Address:

B-303, Chaitanaya Tower, AS

Marathe Marg, Prabhadevi,

Mumbai-400 025

Maharashtra

India

Occupation: Professional

DIN: 00015784

Term: Until March 31, 2019

Nationality: Indian

70 Independent Director 1. Bandhan Financial Services

Limited

2. JM Financial Services Asset

Management Limited

5. Mr. Vinod Agarwala

Address:

Flat No 301, Damini

3rd

Floor,

Juhu Tara Road

Mumbai-400 049

Maharashtra

India

Occupation: Professional

DIN: 01725158

Term: Until March 31, 2019

Nationality: Indian

65 Independent Director

1. Suditul Trading and Investment

Company Private Limited

2. GTL Infrastructure Ltd

3. SBM Chemicals And

Instruments Private Limited

4. V-Magnum Opus Strategic

Solutions Private Limited

6. Mr. Mukul Agrawal

Address:

C-1301, Beaumonde

Behind Siddhivinayak Temple

Prabhadevi

Mumbai-400 025

Maharashtra

India

Occupation: Business

43

Independent Director

1. Param Capital Research

Private Limited

2. Namah Capital Resources

Limited

3. Pranam Reality Private

Limited

4. Pivotal Properties Private

Limited

5. Permanent Realtors Private

Limited

6. Param Share Ventures Private

Limited

7. Fine View Concept Properties

119

Sr.

No.

Name, Address, Occupation,

DIN, Term and Nationality

Age Designation Other Directorships

DIN: 00336450

Term : Until March 31, 2019

Nationality: Indian

Private Limited

8. Namah Securities Private

Limited

9. Exclusive Build Project Private

Limited

10. Mahavir Prasad Nevatia

Education Institution

7 Mr. Dakshendra Agrawal

Address:

B-2601/2602. B-Tower, Oberoi

Woods, Goregaon (East)

Mumbai

Maharashtra

India

Occupation: Professional

DIN: 01010363

Term: Liable to retire by

rotation

Nationality: Indian

41 Non- Executive

Non-Independent

Director

1. Bhavya Financial Services

Private Limited

2. Daksh Financial Services

Private Limited

8. Mr. Pramod Kasat

Address: Flat No. 24, Aardra Tarangan

Complex, Samata Nagar

Thane – 400606

Maharashtra

India

Occupation: Service

DIN: 00819790

Term: Until March 31, 2019

Nationality: Indian

45 Independent Director 1. Shilpa Medicare Limited

2. Fouress Consultants Private

Limited

Biographies of the Directors

Mr. Bhawanishankar Sharma, aged 67 years, is the Executive Chairman. He has been a Director on the Board of the

Company since its inception, i.e., April 8, 1983. He is graduate in science from Rajasthan University.

Mr. Vikram Sharma, aged 40 years, is the Managing Director. He has been a Director on the Board of the Company

since August 21, 1998. He holds a degree of bachelor of engineering (civil) from Mumbai University.

Mr. Vikas Sharma, aged 36 years, is the Whole Time Director. He has been a Director on the Board of the Company

since August 21, 1998. He is a graduate in Commerce and Masters in Management Studies from Mumbai University.

Mr. V.P. Singh, aged 70 years, is an Indepedent Director. He has been a Director on the Board of the Company since

January 20, 2010. He holds a degree of masters in commerce from Patna University and is a certified associate of Indian

Institute of Bankers. He is a former CMD of Industrial Financial Corporation of India.

120

Mr. Vinod Agarwala, aged 65 years, is an Independent Director. He has been a Director on the Board of the Company

since January 20, 2010. He is a graduate in science and holds a degree in law. He is qualified as a solicitor in India and

England & Wales.

Mr. Mukul Agrawal, aged 43 years, is an Independent Director. He has been a Director on the Board of the Company

since September 25, 2006. He is a graduate in Commerce from Mumbai University. He is actively associated with capital

markets and is a promoter director of Namah Capital Resources Limited (member of NSE) and Param Capital Research

Private Limited (member of BSE).

Mr. Dakshendra Agrawal, aged 41 years, is a graduate in commerce and a member of Institute of Chartered

Accountants of India. He is a proprietor of Dakshendra & Associates, Chartered Accountants and a partner in A.P.

Sanzigiri & Company, Chartered Accountants.

Mr. Pramod Kasat, aged 45 years, is an Independent Director. He has been a Director on the Board of the Company

since May 14, 2010. He has experience in investment banking and corporate finance.

Relationship with other Directors

Other than Mr. Bhawanishankar Sharma who is father of Mr. Vikram Sharma and Mr. Vikas Sharma; and other than

Mr. Vikram Sharma and Mr. Vikas Sharma, who are related to each other as brothers, none of the Directors are related

to each other.

Borrowing Powers of the Board

The Board of Directors are authorized to borrow money upon such terms and conditions as the Board may think fit an

aggregate amount not exceeding ₹ 30,000 million over and above the aggregate of paid up share capital and free reserves

of the Company.

Interest of the Directors and Promoters

All of the Directors and Promoters may be deemed to be interested to the extent of fees payable to them for attending

Board or Board committee meetings as well as to the extent of reimbursement of expenses payable to them. The Managing

Director and Whole Time Director also may be deemed interested to the extent of remuneration paid to them for services

rendered.

All of the Directors and Promoters may also be regarded as interested in any Equity Shares held by them and also to the

extent of any dividend payable to them and other distributions in respect of such Equity Shares held by them. All Directors

and Promoters may also be regarded as interested in the Equity Shares held by, or subscribed by and allotted to, the

companies, firms and trust, in which they are interested as directors, members, partners or trustees.

Our Directors and Promoters may be deemed to be interested in the contracts, agreements or arrangements entered into or

to be entered into by the Company with any partnership firm in which they are partners or a body corporate in which a

director along with any other director holds more than 2% shareholding or is a promoter, manager or Chief Executive

Officer. Please see “Related Party Transactions” in the section “Financial Statements” on page 174 of this Preliminary

Placement Document.

Except as otherwise stated in this Preliminary Placement Document, we have not entered into any contract, agreement or

arrangement during the preceding two years from the date of this Preliminary Placement Document in which any of the

Directors or the Promoters are interested, directly or indirectly, and no payments have been made to them in respect of any

such contracts, agreements, arrangements which are proposed to be made with them.

As on the date of this Preliminary Placement Document, none of the Directors or the Promoters have availed of any loan

from the Company.

Shareholding of the Directors

The following table sets forth the shareholding of the Directors as of January 2, 2015:

121

Sr.No. Name of Director Designation No of Equity Shares as

on January 2, 2015

Percentage of

Equity Shares to

the total paid up

capital

1. Mr. Bhawanishankar

Sharma

Executive Chairman 39,49,000 17.88

2. Mr. Vikram B. Sharma Managing Director 30,15,832 13.66

3. Mr. Vikas B. Sharma Whole Time Director 18,00,000 8.15

4. Mr. Mukul Agrawal Independent Director - -

5. Mr. Vinod Agarwala Independent Director - -

6. Mr. V. P. Singh Independent Director - -

7. Mr. Pramod Kasat Independent Director - -

8. Mr. Dakshendra

Agrawal

Independent Director - -

Terms of employment of the Executive Chirman, Managing Director and Whole Time Director

Mr. Bhawanishankar H. Sharma, Mr. Vikram B. Sharma and Mr. Vikas B. Sharma were respectively reappointed as

Executive Chairman, Managing Director and Whole Time Director for a period of five years with effect from April 1,

2010 to March 31, 2015 by the Board of Directors of our Company on August 7, 2010, subject to the approval of

shareholders of our Company. The shareholders of our Company at the AGM of our Company held on September 20,

2010 approved the appointment of Mr. Bhawanishankar H. Sharma, Mr. Vikram B. Sharma and Mr. Vikas B. Sharma

respectively as the Executive Chairman, Managing Director and Whole Time Director of our Company on the terms and

conditions set out in the notice convening EGM.

In terms of their appointment, they are entitled to the remuneration of ₹ 800,000 per month, including company based

accommodation or house rent allowance, education, allowance, chauffeur driven car, reimbursement of medical

expenses incurred for self and family, leave travel allowance, Company’s contribution to provident fund,

superannuation scheme, benefit of gratuity, earned leave and encashment of leave as per the rules of the Company,

reimbursement of expenses incurred by them for the purpose of the business of the Company in accordance with the

Company’s policies, practices and procedures. Car, mobile, telephone and other communication facilities at residence

for use on Company’s business are not considered as perquisites.

In the event of loss or inadequacy of profits in any financial year, Mr. Bhawanishankar H. Sharma, Mr. Vikram B.

Sharma and Mr. Vikas B. Sharma shall be paid remuneration by way of salary or perquisites as per the provisions of

Schedule XIII of the Companies Act 1956. The contract of employment may be terminated by either party by giving

three months’ notice in writing or salary in lieu thereof, to that effect to the other party.

Compensation of the Directors

Executive Directors

The following table sets forth the total remuneration paid by the Company to Mr. Bhawanishankar Sharma, Executive

Chairman, Mr. Vikram Sharma, the Managing Director and Mr. Vikas Sharma, the Whole Time Director for the

current Fiscal Year 2015 (to the extent applicable) and for the Fiscal Years 2014, 2013 and 2012:

( ₹ in million)

Financial Year Mr. Bhawanishankar

Sharma

Mr. Vikram Sharma Mr. Vikas Sharma

2015 (To the extent

applicable)* 7.2 7.2 7.2

2014 9.6 9.6 9.6 2013 9.6 9.6 9.6 2012 9.6 9.6 9.6 *From April 01, 2014 until December 31, 2014

Non-Executive Directors

122

Pursuant to resolution dated September 12, 2014, passed by the shareholders of the Company, the Non-Executive

Directors of the Company are entitled to commission not exceeding 1% of the net profit of the Company.The following

table sets forth the sitting fees and commission paid by us to the present non-executive Directors of the Company for the

current Fiscal Year 2015 (to the extent applicable) and for the Fiscal Years 2014, 2013 and 2012:

( ₹ in million) Serial

No

Name of the Director FY 2015

(to the extent

applicable)*

FY 2014 FY 2013 FY 2012

1 Mr. Mukul Agrawal 0.04 1.06 1.08 1.08

2 Mr. Vinod Agarwala 0.04 1.18 1.24 1.22

3 Mr. V. P. Singh 1.20 1.22 1.24 1.26

4 Mr. Pramod Kasat 0.08 1.22 1.24 1.24 5 Mr. Dakshendra Agrawal 0.02 0.81 0.83 0.83

*From April 01, 2014 until December 31, 2014

Key managerial personnel (as per the Companies Act, 2013)

Mr. H. B. Soni is the Assistant Vice President (Projects) in our Company and heads the power division. He holds a

degree of bachelors in engineering (electrical). He joined our Company in December 2010, prior to which he was

associated with Maharashtra State Electricity Distribution for 33 years.

Mr. Sanjay Bafna is the Chief Financial Officer of our Company. He has been associated with our Company since

October 2014, prior to which he was working with Reliance Life Sciences Private Limited. He is a chartered accountant

and holds a degree in commerce. He has over 23 years of experience in field of the finance and accounting.

Mr. Prashant Kalantri is the Vice President (Projects) in our Company and heads the water and sewage division in all

India . He holds a degree of bachelors of engineering (mechanical) from MIT, Pune. He joined our Company in February

2012 and has been previously associated with Spiral Marshall Private Limited.

Mr. Manish Sharma is the Deputy General Manager (Project & Management) in our Company and heads the plant and

machinery division . He holds a degree of bachelors of engineering (electrical). He joined our Company in September

2009.

Mr. Kamlesh Chechani is the Head BOT & GM- Finance in our Company who heads the BOT division. He is a

chartered accountant and a graduate in commerce with more than ten years of experience. He joined our Company in

August 2010, prior to which he was associated with IDEB Projects Private Limited and Deloitte Haskins & Sells.

Mr. Sunil Wagh is the General Manager (Projects) and heads the building sector of the Company. He holds a degree of

bachelors in civil engineering from Sivaji University. He joined our Company in May 2008, prior to which he was

working with Larsen & Toubro as Construction-Manager.

Mr. Pankaj Sharma is the Director-Residential of our Company. He holds a degree of bachelors in civil engineering

from NYSS College & Engineering, Airoli. He has been associated with our Company for about the last 11 years, prior to

which he was working as a Project Engineer with Hasan Juma Baker for a year.

Mr. Vijay Joshi is the Company Secretary of our Company. He is a qualified company secretary and a holds a bachelors

degree in commerce. He joined our Company in November 2010. Prior to joining our Company, he was associated with

KJMC Global Market (India) Limited.

Shareholding details of the key managerial personnel

The key managerial personnel of the Company do not hold any Equity Shares as on the date of this Preliminary

Placement Document.

Interest of key managerial personnel

The key managerial personnel of the Company do not have any other interest in the Company other than to the extent of

the remuneration or benefits to which they are entitled to as per their terms of appointment, reimbursement of expenses

123

incurred by them during the ordinary course of business and to the extent of the Equity Shares held by them and/or their

dependants in the Company, if any.

Corporate governance

The Board of Directors presently consists of eight Directors. In compliance with the requirements of the Listing

Agreement, the Board of Directors consists of four Independent Directors. The Company is in compliance with other

corporate governance requirements under the Companies Act, 2013 in respect of notified guidelines /sections /rules as

are applicable to the Company. The Company is required to comply with new corporate governance requirements under

clause 49 of the Listing Agreement.

Committees of the Board of Directors

In line with the requirements of the provisions of the Companies Act, clause 49 of the Listing Agreement, our Board has

constituted various committees as detailed below. Their constitution is for a more specific and focused approach

towards some of the important functional areas of the Companies’ operations, for providing proper direction, effective

monitoring and controlling the affairs of the Company. The committees meet at regular intervals for deciding various

matters and providing directions and authorizations to the management for its implementation. The Board also takes

note of minutes of the meetings of the committees duly approved by their respective chairman and the material

recommendations / decisions of the committees are placed before the Board for approval / information. The committees

are as follows:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Investment Committee; and

5. Corporate Social Responsibility Committee

The following table sets forth the members of the aforesaid committees as of the date of this Preliminary Placement

Document:

Sr.

No

Name of Committee Members

A. Audit Committee Mr. V.P.Singh (Chairman), Mr. Vinod Agarwala, Mr. Vikas

Sharma, Mr. Mukul Agrawal and Mr. Pramod Kasat

B. Nomination and Remuneration

Committee

Mr. Vinod Agarwala (Chairman), Mr. Mukul Agrawal, Mr.

Pramod Kasat and Mr. Vikram Sharma

C. Stakeholders Relationship Committee Mr. Mukul Agrawal (Chairman), Mr. Vinod Agarwala and

Mr. Vikram Sharma

D. Investment Committee Mr. Bhawanishankar Sharma (Chairman), Mr. Vikram

Sharma and Mr. Vikas Sharma

E. Corporate Social Responsibility

Committee

Mr. Bhawanishankar Sharma (Chairman), Mr. Vikram

Sharma and Mr. Pramod Kasat

Policy on disclosures and internal procedure for prevention of insider trading

Regulation 12(1) of the SEBI Insider Trading Regulations applies to the Companies and its employees and requires the

Companies to implement a code of internal procedures and conduct for the prevention of insider trading. The Company

has implemented a code of conduct for prevention of insider trading in accordance with the SEBI Insider Trading

Regulations.

Other confirmations

Except as otherwise stated in this Preliminary Placement Document, none of the Directors, or the Promoters, or any

key managerial personnel of the Company have any financial or other material interest in this Issue.

124

Related Party Transactions

For details in relation to the related party transactions entered by the Company during the last three Fiscal Years, as per

the requirements under Accounting Standard 18 issued by the Institute of Chartered Accountants in India, see the

section “Financial Statements” on page 174 of this Preliminary Placement Document and annual report uploaded on our

website.

125

PRINCIPAL SHAREHOLDERS

The following table sets forth the shareholding pattern as on January 2, 2015:

Sr.

No

Category of

Shareholder

No. of

shareholde

rs

Total No.

of Equity

Shares

Total No. of

Equity Shares

held in

Dematerialized

form

Total shareholding

as a % of total no. of

Equity Shares

Equity shares pledged

or otherwise

encumbered

As a % of

(A+B)

As a %

of

(A+B+

C)

Number of

Equity

Shares

As a % of

Total No.

of Equity

Shares

(A) Shareholding of promoter and promoter group

(1) Indian

Individuals/Hindu

Undivided Family

15 9694332 9694332 43.88 43.88 8650000 89.23

Central/State

Government(s)

- - - - - - -

Bodies Corporate 1 3350000 1350000 15.16 6.11 1350000 40.30

Financial

Institutions/Banks

- - - - - - -

Any Others - - - - - - -

Directors Relatives - - - - - - -

Group Companies - - - - - - -

Trusts - - - - - - -

Sub Total 16 13044332 11044332 59.05 49.99 10000000 76.66

(2) Foreign

Individual - - - - - -

Bodies Corporate - - - - - - -

Institutions - - - - - - -

Any Others - - - - - - -

Sub-Total - - - - - - -

Total Shareholding

of Promoter and

Promoter Group

(A)

16 13044332 11044332 59.05 49.99 10000000 76.66

(B) Public

Shareholding

(1) Institutions

Mutual Funds/UTI 4 712720 712720 3.23 3.23 0 0.00

Financial

Institutions/Banks

- - - - - - -

Central/State

Government(s)

- - - - - - -

Venture capital

Funds

- - - - - - -

Insurance

Companies

- - - - - - -

Foreign Institutional

Investors

5 2566204 2566204 11.62 11.62 0 0.00

Foreign Venture

Capital Investors

- - - - - - -

Qualified Foreign

Investors

- - - - - - -

Any Others

Sub Total 9 3278924 3278924 14.84 14.84 0 0.00

(2) Non-Institutions

Bodies Corporate 218 3655169 3655169 16.55 16.55 0 0.00

Individuals

Individual

shareholders holding

nominal share

capital up to ₹ 1

5950 911197 911186 4.12 4.12 0 0.00

126

Sr.

No

Category of

Shareholder

No. of

shareholde

rs

Total No.

of Equity

Shares

Total No. of

Equity Shares

held in

Dematerialized

form

Total shareholding

as a % of total no. of

Equity Shares

Equity shares pledged

or otherwise

encumbered

As a % of

(A+B)

As a %

of

(A+B+

C)

Number of

Equity

Shares

As a % of

Total No.

of Equity

Shares

lakh

Individual

shareholders holding

nominal share

capital in excess of

₹ 1 lakh

15 641992 641992 2.91 2.91 0 0.00

Qualified Foreign

Investors - - - - - - -

Any Others

(Specify)

- - - - - - -

Non Resident

Indians

120 535096 535096 2.42 2.42 0 0.00

Overseas Bodies

Corporate

- - - - - - -

Unclaimed Suspense

Account

- - - - - - -

Clearing members 64 25372 25372 0.11 0.11 0 0.00

Directors and their

Relatives and

friends

1 5 5 0.0000 0.0000 0 0.00

Sub Total 6368 5768831 5768820 26.11 26.11 0 0.00

Total Public

Shareholding (B)

6377 9047755 9047744 40.95 40.95 0 0.00

Total (A) + (B) 6393 22092087 20092076 100.00 90.95 10000000 45.27

(C) Shares held by

Custodians and

against which

Depository

Receipts have been

issued

- - - - - - -

(1) Promoter and

Promoter Group

- - - - - - -

(2) Public - - - - - - -

Sub Total - - - - -- - -

Total (A)+(B)+(C) 6393 22092087 20092076 100.00 90.95 10000000 45.27

The following table sets forth the shareholding of the Promoter and Promoter Group as at January 2, 2015:

Sr.

No.

Name of Shareholder No of Equity Shares

held

Total Shareholding as a

% of Total No. of Equity

Shares

1. Bhawanishankar Sharma 3,949,000 17.88

2. Vikas Bhawanishankar Sharma 1,800,000 8.15

3. Vikram Bhawanishankar Sharma 3,015,832 13.66

4. BHS Housing Private Limited 3,350,000 15.16

5. Rita B Sharma 427,000 1.93

6. Barkha V Sharma 207,500 0.94

7. Shweta V Sharma 205,000 0.93

8. Phool Kanwar H Sharma 90,000 0.41

Total 13,044,332 59.05

The following table sets forth the shareholding of persons belonging to the category “Public” and holding more than

1.00% of the total number of Equity Shares as at January 2, 2015:

127

Sr.

No.

Name of Shareholders No. of Equity Shares Total Shareholding as a

% of total No. of

Equity Shares

1. Kitara PIIN 1101 1,650,000 7.47

2. Sudarshan Securities Private Limited 830,000 3.76

3. Kotak Mahindra (International) Limited 714,344 3.23

4. Gyanmay Investment Advisors LLP 600,000 2.72

5. Aviva Life Insurance Company India Limited 528,535 2.39

6. Sameer Mahendra Sampat 313,235 1.42

7. IDBI Federal Life Insurance Company

Limited-ULIF04111/01/08EQOPP135 280,621 1.27

8. SBI Tax Advantage Fund Series I 399,980 1.81

9. Max Life Insurance Company Limited

A/c-ULIF01108/02/07LIFEGRWSUP104-Growth Super Fund 219,286 0.99

Total 5,536,001 25.06

128

ISSUE PROCEDURE

The following is a summary intended to present a general outline of the procedure relating to the application,

payment, Allocation and Allotment of the Equity Shares to be issued pursuant to this Issue. The procedure followed

in this Issue may differ from the one mentioned below, and investors are presumed to have apprised themselves of

the same from the Company or the Book Running Lead Managers. Investors are advised to inform themselves of any

restrictions or limitations that may be applicable to them. See the sections “Selling Restrictions” and “Transfer

Restrictions” on page 140 and 144, respectively of this Preliminary Placement Document.

Qualified Institutions Placement

The Issue is being made to QIBs in reliance upon Chapter VIII of the SEBI Regulations and Section 42 of the Companies

Act, 2013, through the mechanism of a QIP. Under Chapter VIII of the SEBI Regulations and Section 42 of the

Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a

company may issue equity shares to QIBs provided that certain conditions are met by the company. Certain of these

conditions are set out below:

the shareholders of the issuer have passed a special resolution approving such QIP. Such special resolution must

specify (a) that the allotment of securities is proposed to be made pursuant to the QIP; and (b) the Relevant Date;

equity shares of the same class of such issuer, which are proposed to be allotted through the QIP, are listed on a

recognised stock exchange in India having nation-wide trading terminals for a period of at least one year prior to the

date of issuance of notice to its shareholders for convening the meeting to pass the above-mentioned special

resolution;

the aggregate of the proposed issue and all previous QIPs made by the issuer in the same financial year does not

exceed five times the net worth (as defined in the SEBI Regulations) of the issuer as per the audited balance sheet of

the previous financial year;

the issuer shall be in compliance with the minimum public shareholding requirements set out in the SCRR;

the issuer shall have completed allotments with respect to any offer or invitation made by the issuer and has not

withdrawn or abandoned any invitation or offer previously made by the issuer;

the issuer shall offer to each Allottee such number of the securities in the issue which would aggregate to at least ₹

20,000 calculated at the face value of the securities;

the explanatory statement to the notice to the shareholders for convening the general meeting must disclose the basis

or justification for the price (including premium, if any) at which the offer or invitation is being made;

the offer must be made through a private placement offer letter and an application form serially numbered and

addressed specifically to the QIB to whom the offer is made and is sent within 30 days of recording the names of

such QIBs;

Prior to circulating the private placement offer letter, the issuer must prepare and record a list of QIBs to whom the

offer will be made. The offer must be made only to such persons whose names are recorded by the issuer prior to the

invitation to subscribe;

the offering of securities by issue of public advertisements or utilization of any media, marketing or distribution

channels or agents to inform the public about the issue is prohibited.

At least 10% of the Equity Shares issued to QIBs must be allotted to Mutual Funds, provided that, if this portion or any

part thereof to be allotted to Mutual Funds remains unsubscribed, it may be allotted to other QIBs.

Prospective purchasers will be deemed to have represented to us and the Book Running Lead Managers in order to

participate in the Issue that they are outside the United States and purchasing the Equity Shares in an offshore transaction

in accordance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those offers

and sales occur. For further details, please refer to the chapters titled “Selling Restrictions” and “Transfer Restrictions” on

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page 140 and 144, respectively of this Preliminary Placement Document.

Bidders are not allowed to withdraw their Bids after the Bid/Issue Closing Date.

Additionally, there is a minimum pricing requirement under the SEBI Regulations. The Floor Price shall not be less than

the average of the weekly high and low of the closing prices of the Equity Shares quoted on the stock exchange during the

two weeks preceding the Relevant Date. However, a discount of up to 5% of the Floor Price is permitted in accordance

with the provisions of the SEBI Regulations.

The “Relevant Date” referred to above, for Allotment, will be the date of the meeting in which the Board or committee of

Directors duly authorised by the Board decides to open the Issue and “stock exchange” means any of the recognised stock

exchanges in India on which the equity shares of the issuer of the same class are listed and on which the highest trading

volume in such shares has been recorded during the two weeks immediately preceding the Relevant Date.

Our Company has applied for and received the in-principle approval of the Stock Exchanges under Clause 24 (a) of its

Listing Agreements for the listing of the Equity Shares on the Stock Exchanges. Our Company has also delivered a copy

of this Preliminary Placement Document to the Stock Exchanges and application for listing and trading for the Equity

Shares shall be made after the Allotment of Equity Shares.

Our Company shall also make the requisite filings with the RoC and SEBI within the stipulated period as required under

the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

The Issue has been authorized by (i) the Board pursuant to a resolution passed on August 14, 2014 and (ii) the

shareholders resolution passed on September 12, 2014.

The Equity Shares will be Allotted within 12 months from the date of the shareholders’ resolution approving the QIP and

within 60 days from the date of receipt of subscription money from the successful Bidders. For details of refund of

application money, see the section “Issue Procedure – Pricing and Allocation – Designated Date and Allotment of Equity

Shares”.

The Equity Shares issued pursuant to the QIP must be issued on the basis of this Preliminary Placement Document and the

Placement Document that shall contain all material information including the information specified in Schedule XVIII of

the SEBI Regulations and the requirements prescribed under Form PAS-4. The Preliminary Placement Document and the

Placement Document are private documents provided to only select investors through serially numbered copies and are

required to be placed on the website of the concerned Stock Exchanges and of our Company with a disclaimer to the effect

that it is in connection with an issue to QIBs and no offer is being made to the public or to any other category of investors.

The minimum number of allottees for each QIP shall not be less than:

Two, where the issue size is less than or equal to ₹ 2,500 million; and

Five, where the issue size is greater than ₹ 2,500 million.

No single allottee shall be allotted more than 50 % of the issue size or less than ₹ 20,000 of face value of Equity Shares.

QIBs that belong to the same group or that are under common control shall be deemed to be a single allottee. For details of

what constitutes “same group” or “common control”, see “- Application Process” -Application Form”.QIBs that belong to

the same group or that are under common control shall be deemed to be a single allottee. For details of what constitutes

“same group” or “common control”, see the section “-Application Process—Application Form”.

The aggregate of the proposed QIP and all previous QIPs made in the same financial year shall not exceed five times the

net worth of the Issuer as per its audited balance sheet of the previous financial year. The Issuer shall furnish a copy of

the preliminary placement document to each stock exchange on which its equity shares are listed.

Securities allotted to a QIB pursuant to a QIP shall not be sold for a period of one year from the date of allotment

except on the floor of a recognised stock exchange in India. Allotments made to FVCIs, VCFs and AIFs in this Issue

are subject to the rules and regulations that are applicable to them, including in relation to lock-in requirements.

THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES

ACT OR REGISTERED, LISTED OR OTHERWISE QUALIFIED IN ANY OTHER JURISDICTION

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OUTSIDE INDIA AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT

PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE US STATE

SECURITIES LAWS. ACCORDINGLY, THE EQUITY SHARES ARE BEING OFFERED AND SOLD

OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S

UNDER THE SECURITIES ACT AND THE APPLICABLE LAWS OF THE JURISDICTIONS WHERE

THOSE OFFERS AND SALES OCCUR. BIDS MAY NOT BE MADE BY PERSONS IN ANY SUCH

JURISDICTION, EXCEPT IN COMPLIANCE WITH THE APPLICABLE LAWS OF SUCH JURISDICTION

Issue Procedure

1. Our Company and the Book Running Lead Managers shall circulate serially numbered copies of this Preliminary

Placement Document and the serially numbered Application Form, either in electronic or physical form, to the

QIBs and the Application Form will be specifically addressed to such QIBs. In terms of Section 42(7) of the

Companies Act, 2013, our Company shall maintain complete records of the QIBs to whom the Preliminary

Placement Document and the serially numbered Application Form have been dispatched. Our Company will

make the requisite filings with the RoC and SEBI within the time period as stipulated under the Companies Act,

2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

2. The list of QIBs to whom the Application Form is delivered shall be determined by the Company in consultation

with the BRLM.

3. Unless a serially numbered Preliminary Placement Document along with the serially numbered

Application Form is addressed to a particular QIB, no invitation to subscribe shall be deemed to have

been made to such QIB. Even if such documentation were to come into the possession of any person other than

the intended recipient, no offer or invitation to offer shall be deemed to have been made to such person and any

application that does not comply with this requirement shall be treated as invalid.

4. QIBs may submit an Application Form, including any revisions thereof, during the Bidding Period to the Book

Running Lead Managers.

5. The Company shall intimate the Bid/Issue Opening Date to the Stock Exchanges.

6. Bidders shall submit Bids for, and the Company shall issue and Allot to each Allottee, at least such number of

Equity Shares in this Issue which would aggregate to ₹ 20,000 calculated at the face value of the Equity Shares.

7. Bidders will be required to indicate the following in the Application Form:

full name of the QIB to whom Equity Shares are to be Allotted;

number of Equity Shares Bid for;

price at which they are agreeable to subscribe for the Equity Shares, provided that QIBs may also indicate

that they are agreeable to submit a Bid at “Cut-off Price”; which shall be any price as may be determined by

our Company in consultation with the Book Running Lead Managers at a price equal to or above the Floor

Price in terms of Regulation 85 of the SEBI Regulations;

details of the depository participant account to which the Equity Shares should be credited; and

a representation that it is outside the United States at the time it places its buy order for the Equity Shares, it

is acquiring the Equity Shares in an offshore transaction in reliance on Regulation S and it has agreed to

certain other representations set forth in the section “Transfer Restrictions” on page 144 of this Preliminary

Placement Document and in the Application Form;

It has agreed to all of the other representations set forth in the Application Form.

Note: Each sub-account of an FII other than a sub-account which is a foreign corporate or a foreign

individual will be considered as an individual QIB and separate Application Forms would be required from

each such sub-account for submitting Bids. FIIs or sub-accounts of FIIs are required to indicate SEBI FII/

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sub-account registration number in the Application Form.

8. Once a duly completed Application Form is submitted by a QIB, such Application Form constitutes an

irrevocable offer and cannot be withdrawn after the Bid/Issue Closing Date. The Bid/Issue Closing Date shall be

notified to the Stock Exchanges and the QIBs shall be deemed to have been given notice of such date after receipt

of the Application Form.

9. The Bids made by asset management companies or custodians of Mutual Funds shall specifically state the names

of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can be made in

respect of each scheme of the Mutual Fund registered with SEBI.

10. Upon receipt of the Application Form, after the Bid/Issue Closing Date, our Company shall determine the final

terms, including the Issue Price of the Equity Shares to be issued pursuant to the Issue and the number of Equity

Shares to be allocated and the applicants to whom the same would be allocated in consultation with the Book

Running Lead Managers. Upon determination of the final terms of the Equity Shares, the Company will notify

the Stock Exchanges and the Book Running Lead Managers will send the serially numbered CAN along with the

Placement Document to the QIBs who have been Allocated the Equity Shares. The dispatch of a CAN shall be

deemed a valid, binding and irrevocable contract for the QIB to pay the entire Issue Price for all the Equity

Shares Allocated to such QIB. The CAN shall contain details such as the number of Equity Shares Allocated to

the QIB and payment instructions including the details of the amounts payable by the QIB for Allotment of the

Equity Shares in its name and the Pay-In Date as applicable to the respective QIB. Please note that the Allocation

will be at the absolute discretion of our Company and will be based on the recommendation of the Book Running

Lead Managers and may not be proportionate to the number of Equity Shares applied for.

11. Pursuant to receiving a CAN, each QIB shall be required to make the payment of the entire application monies

for the Equity Shares indicated in the CAN at the Issue Price, only through electronic transfer to our Company’s

Escrow account by the Pay-In Date as specified in the CAN sent to the respective QIBs. No payment shall be

made by QIBs in cash. Please note that any payment of application money for the Equity Shares shall be made

from the bank accounts of the relevant QIBs applying for the Equity Shares. Monies payable on Equity Shares to

be held by joint holders shall be paid from the bank account of the person whose name appears first in the

application. Pending Allotment, all monies received for subscription of the Equity Shares shall be kept by our

Company in a separate bank account with a scheduled bank and shall be utilised only for the purposes permitted

under the Companies Act, 2013 i.e. the Escrow Account. See the section “Issue Procedure-Bank Account for

Payment of Application Money”.

12. Upon receipt of the application monies from the QIBs, our Company shall Allot Equity Shares as per the details

in the CANs sent to the QIBs. Our Company shall intimate to the Stock Exchanges the details of the Allotment.

13. After passing the Board or committee resolution (as the case maybe) for Allotment and prior to crediting the

Equity Shares into the depository participant accounts of the successful Bidders, our Company shall apply to the

Stock Exchanges for listing approvals. Our Company will intimate to the Stock Exchanges the details of the

Allotment and apply for approvals for listing of the Equity Shares on the Stock Exchanges prior to crediting the

Equity Shares into the beneficiary account maintained with the Depository Participant by the QIBs.

14. After receipt of the listing approvals of the Stock Exchanges, our Company shall credit the Equity Shares

Allotted pursuant to this Issue into the Depository Participant accounts of the respective Allottees.

15. Our Company will then apply for the final trading approvals from the Stock Exchanges.

16. The Equity Shares that would have been credited to the beneficiary account with the Depository Participant of

the QIBs shall be eligible for trading on the Stock Exchanges only upon the receipt of final trading and listing

approvals from the Stock Exchanges.

17. As per the applicable laws, the Stock Exchanges shall notifythe final listing and trading approvals, which are

ordinarily available on their websites and upon receipt of final trading and listing approval from the Stock

Exchanges, our Company shall inform the Allotees of the receipt of such approval. Our Company and the Book

Running Lead Managers shall not be responsible for any delay or non-receipt of the communication of the final

trading and listing permissions from the Stock Exchanges or any loss arising from such delay or non- receipt.

Final listing and trading approvals granted by the Stock Exchanges are also placed on their respective websites.

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QIBs are advised to apprise themselves of the status of the receipt of the permissions from the Stock Exchanges

or our Company.

Qualified Institutional Buyers

The issue is being made only to QIBs. Only the following categories of QIBs are eligible to invest in this Issue:

public financial institutions as defined in Section 4A of the Companies Act, 1956 (Section 2(72) of the Companies

Act, 2013);

scheduled commercial banks;

Mutual Funds registered with SEBI;

Alternate investment funds registered with SEBI

Eligible FPIs, including FIIs, QFIs and eligible sub-accounts;

Multilateral and bilateral development financial institutions

insurance companies registered with Insurance Regulatory and Development Authority;

insurance funds set up and managed by army, navy or air force of the Union of India;

insurance funds set up and managed by the Department of Posts, India;

pension funds with minimum corpus of ₹ 250 million;

provident funds with minimum corpus of ₹ 250 million;

state industrial development corporations;

the National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the

Government published in the Gazette of India;

venture capital funds registered with SEBI; and

Foreign venture capital investors registered with SEBI.

FIIs sub accounts (other than a sub-account which is a foreign corporate or a foreign individual) and Eligible FPIs

investing through the portfolio investment scheme shall participate in this Issue under Schedule 2 and Schedule

2A of FEMA 20, respectively. FIIs and Eligible FPIs investing through the portfolio investment scheme are

permitted to participate in this Issue subject to compliance with all applicable laws and such that the shareholding

of the FPIs and FIIs does not exceed specified limits as prescribed under applicable laws in this regard. Other

eligible non-resident QIBs shall participate in this Issue under Schedule 1 of the FEMA 20 and shall make the

payment of application money through the foreign currency non-resident (FCNR) account and not through the

special non-resident rupee (SNRR) account.

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the

same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed 10% of our

post-Issue Equity Share capital. Further, in terms of the FEMA 20, the total holding by each FPI shall be below 10% of the

total paid-up Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of

the paid-up Equity Share capital of our Company. The aggregate limit of 24% may be increased up to the sectoral cap by

way of a resolution passed by the Board of Directors followed by a special resolution passed by the shareholders of our

Company. The existing investment limit for FPIs (including FIIs) in our Company is 24% of the paid up capital of our

Company.

Eligible FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be

specified by the Government from time to time.

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An FII or sub account who holds a valid certificate of registration from SEBI shall be deemed to be an FPI until the expiry

of the block of three years for which fees have been paid as per the SEBI FII Regulations. An FII or sub-account (other

than a sub-account which is a foreign corporate or a foreign individual) may participate in the Issue, until the expiry of its

registration as a FII or sub-account, or until it obtains a certificate of registration as FPI, whichever is earlier. If the

registration of an FII or sub-account has expired or is about to expire, such FII or sub-account may, subject to payment of

conversion fees under the SEBI FPI Regulations, participate in the Issue. An FII or sub-account shall not be eligible to

invest as an FII after registering as an FPI under the SEBI FPI Regulations.

In terms of the FEMA 20, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs as

well as holding of FIIs (being deemed FPIs) shall be included.

Under Regulation 86(1)(b) of the SEBI Regulations, no Allotment shall be made pursuant to the Issue, either directly or

indirectly, to any QIB being Promoter or any person related to, the Promoters. QIBs which have all or any of the following

rights shall be deemed to be persons related to the Promoters:

rights under a shareholders’ agreement or voting agreement entered into with the Promoters or persons related to the

Promoters;

veto rights; or

a right to appoint any nominee director on the Board.

Provided, however, that a QIB which does not hold any shares in our Company and which has acquired the aforesaid

rights in the capacity of a lender shall not be deemed to be related to the Promoters.

Our Company and the Book Running Lead Managers are not liable for any amendment or modification or change

to applicable laws or regulations, which may occur after the date of this Preliminary Placement Document. QIBs

are advised to make their independent investigations and satisfy themselves that they are eligible to apply. QIBs

are advised to ensure that any single application from them does not exceed the investment limits or maximum

number of Equity Shares that can be held by them under applicable law or regulation or as specified in this

Preliminary Placement Document. Further, QIBs are required to satisfy themselves that their Bids would not

eventually result in triggering a tender offer under the Takeover Regulations and the QIB shall be solely

responsible for compliance with the provisions of the Takeover Regulations, SEBI Insider Trading Regulations

and other applicable laws, rules, regulations, guidelines and circulars.

A minimum of 10 % of the Equity Shares offered in this Issue shall be Allotted to Mutual Funds. If no Mutual Fund is

agreeable to take up the minimum portion as specified above, such minimum portion or part thereof may be Allotted to

other QIBs.

Note: Affiliates or associates of the Book Running Lead Managers who are QIBs may participate in the Issue in

compliance with applicable laws.

Bid/ Issue Programme

Bidding Period / Issue Period:

BID/ISSUE OPENS ON January 20, 2015

BID/ISSUE CLOSES ON [●]

Application Process

Application Form

QIBs shall only use the serially numbered Application Forms (which are addressed to them) supplied by our Company

and the Book Running Lead Managers in either electronic form or by physical delivery for the purpose of making a Bid

(including revision of a Bid) in terms of this Preliminary Placement Document.

By making a Bid (including the revision thereof) for Equity Shares through Application Forms and pursuant to the terms

of this Preliminary Placement Document, the QIB will be deemed to have made the following representations and

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warranties and the representations, warranties and agreements made under the sections “Notice to Investors”,

“Representations by Investors”, “Selling Restrictions” and “Transfer Restrictions” on page 1, 3, 140 and 144,

respectively:

1. The Bidder confirms that it is a QIB in terms of Regulation 2(1)(zd) of the SEBI Regulations and is not excluded

under Regulation 86 of the SEBI Regulations, has a valid and existing registration under the applicable laws in India

(as applicable) and is eligible to participate in this Issue;

2. The QIB confirms that it is not a promoter and is not a person related to the Promoters, either directly or indirectly

and its Application Form does not directly or indirectly represent the Promoters or Promoter Group or persons

related to the Promoters;

3. The QIB confirms that it has no rights under a shareholders’ agreement or voting agreement with the Promoters or

persons related to the Promoters, no veto rights or right to appoint any nominee director on the Board other than

those acquired in the capacity of a lender which shall not be deemed to be a person related to the Promoters as per

SEBI Regulations;

4. The QIB acknowledges that it has no right to withdraw its Bid after the Bid/Issue Closing Date;

5. The QIB confirms that if Equity Shares are Allotted through the Issue, it shall not, for a period of one year from

Allotment, sell such Equity Shares otherwise than on the Stock Exchanges;

6. The QIB confirms that the QIB is eligible to Bid and hold Equity Shares so Allotted. The QIB further confirms that

the holding of the QIB, does not and shall not, exceed the level permissible as per any applicable regulations

applicable to the QIB;

7. The QIB confirms that its Bids would not eventually result in triggering a tender offer under the Takeover Code;

8. The QIB confirms that the number of Equity Shares Allotted to it pursuant to the Issue, together with other Allottees

that belong to the same group or are under common control, shall not exceed 50% of the Issue. For the purposes of

this representation:

(i) The expression ‘belong to the same group’ shall derive meaning from the concept of ‘companies under the

same group’ as provided in sub-section (11) of Section 372 of the Companies Act; and

(ii) ‘Control’ shall have the same meaning as is assigned to it by Regulation 2(1)(e) of the Takeover Code;

9. The QIBs shall not undertake any trade in the Equity Shares credited to its beneficiary account maintained with the

Depository Participant until such time that the final listing and trading approvals for the Equity Shares are issued by

the Stock Exchanges.

10. The QIB confirms that it is purchasing the Equity Shares in an offshore transaction meeting the requirements of Rule

903 or 904 of Regulation S and it shall not offer, sell, pledge or otherwise transfer such Equity Shares except in an

offshore transaction complying with Regulation S or pursuant to any other available exemption from registration

under the Securities Act and in accordance with all applicable securities laws of the states of the United States and

any other jurisdiction, including India. It also confirms all other applicable representations and warranties included

under “Representations by Investors” “Notice to Investors”, “Selling Restrictions” and “Transfer Restrictions” on

page 1, 3, 140 and 144 respectively of this Preliminary Placement Document.

QIBs MUST PROVIDE THEIR DEPOSITORY ACCOUNT DETAILS, PAN, THEIR DEPOSITORY

PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER, EMAIL ID AND

BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM. QIBS MUST ENSURE THAT THE

NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE

DEPOSITORY ACCOUNT IS HELD. FOR THIS PURPOSE, ELIGIBLE SUB ACCOUNTS OF AN FII

WOULD BE CONSIDERED AS AN INDEPENDENT QIB.

If so required by the BRLMs, the QIB submitting a Bid along with the application form, will also have to submit requisite

documents to the BRLMs to evidence their status as a QIB. If so required by the BRLMs, Escrow agent or any statutory or

regulatory authority in this regard, includes after Issue closure, the QIB submitting a Bid and/or being Allotted Equity

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Shares in the Issue, will also have to submit requisite documents to fulfill the KYC norms.

Demographic details such as address and bank account will be obtained from the Depositories as per the Depository

Participant account details given above.

The submission of an Application Form by a QIB shall be deemed a valid, binding and irrevocable offer for the QIB to

pay the entire Issue Price for the Equity Shares (as indicated by the CAN) and becomes a binding contract on the QIB

upon issuance of the CAN by our Company in favour of the QIB.

Submission of Application Form

All Application Forms must be duly completed with information including the name of the QIB, the price and number of

Equity Shares applied for. All Application Forms duly completed along with a copy of the PAN card or PAN allotment

letter shall be submitted to the Book Running Lead Managers as per the details provided in the respective CAN. The

Application Forms may also be submitted to the Book Running Lead Managers either through electronic form or through

physical delivery at the following address:

Name of Book Running

Lead Manager

Address Contact person Email Phone (telephone and

fax)

Edelweiss Financial

Services Limited

14th Floor, Edelweiss

House

Off C.S.T. Road, Kalina

Mumbai - 400 098

Mr. Sandeep

Maheshwari/Mr.

Siddharth Shah

Sil.Qip@edelweissfin.com Tel: (91 22) 4086 3535

Fax: (91 22) 4086 3610

SBI Capital Markets

Limited

202, Maker Tower E,

Cuffe Parade,

Mumbai – 400 005

Mr. Nithin

Kanuganti/Mr. Sambit

Rath

Supreme.qip@sbicaps.com Tel: (91 22) 2217 8300

Fax: (91 22) 2218 8332

The Book Running Lead Managers shall not be required to provide any written acknowledgement of the receipt of the

Application Form.

Permanent Account Number or PAN

Each QIB should mention its PAN allotted under the IT Act in the Application Form. Applications without this

information will be considered incomplete and are liable to be rejected. QIBs should not submit the GIR number instead

of the PAN as the Application Form is liable to be rejected on this ground.

Pricing and Allocation

Build up of the Book

The QIBs shall submit their Bids (including the revision of bids) within the Bidding Period to the Book Running Lead

Managers. Such Bids cannot be withdrawn after the Bid/Issue Closing Date. The book shall be maintained by the Book

Running Lead Managers.

Price Discovery and Allocation

Our Company, in consultation with the Book Running Lead Managers, shall determine the Issue Price, which shall be at

or above the Floor Price.

After finalisation of the Issue Price, our Company shall update this Preliminary Placement Document with the Issue

details and file the same with the Stock Exchanges, SEBI and RoC as the Placement Document.

Method of Allocation

Our Company shall determine the Allocation, in consultation with the Book Running Lead Managers, on a discretionary

basis and in compliance with Chapter VIII of the SEBI Regulations.

Bids received from the QIBs at or above the Issue Price shall be grouped together to determine the total demand. The

Allocation to all such QIBs will be made at the Issue Price. Allocation to Mutual Funds for up to a minimum of 10% of the

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Issue Size shall be undertaken subject to valid Bids being received at or above the Issue Price.

THE DECISION OF OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD

MANAGERS IN RESPECT OF ALLOCATION SHALL BE FINAL AND BINDING ON ALL QIBS. QIBS MAY

NOTE THAT ALLOCATION OF EQUITY SHARES IS AT THE SOLE AND ABSOLUTE DISCRETION OF

OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND QIBS MAY

NOT RECEIVE ANY ALLOCATION EVEN IF THEY HAVE SUBMITTED VALID APPLICATION FORMS

AT OR ABOVE THE ISSUE PRICE. NEITHER OUR COMPANY NOR THE BOOK RUNNING LEAD

MANAGERS ARE OBLIGED TO ASSIGN ANY REASON FOR ANY NON-ALLOCATION.

CAN

Based on the Application Forms received, our Company, in consultation with the Book Running Lead Managers, in their

sole and absolute discretion, shall decide the QIBs to whom the serially numbered CAN shall be sent, pursuant to which

the details of the Equity Shares Allocated to them and the details of the amounts payable for Allotment of such Equity

Shares in their respective names shall be notified to such QIBs. Additionally, a CAN will include details of the relevant

Escrow Bank Account into which such payments would need to be made, address where the application money needs to

be sent, Pay-In Date as well as the probable designated date, being the date of credit of the Equity Shares to the respective

QIB’s account.

The QIBs would also be sent a serially numbered Placement Document either in electronic form or by physical delivery

along with the serially numbered CAN.

The dispatch of the serially numbered Placement Document and the serially numbered CAN to the QIBs shall be deemed

a valid, binding and irrevocable contract for the QIB to furnish all details that may be required by the Book Running Lead

Managers and to pay the entire Issue Price for all the Equity Shares Allocated to such QIB.

QIBs are advised to instruct their Depository Participant to accept the Equity Shares that may be Allotted to them

pursuant to the Issue.

Bank Account for Payment of Application Money

Our Company has opened the Escrow Account with the State Bank of India in terms of the arrangement among our

Company, the Book Running Lead Managers and State Bank of India as escrow bank. The QIB to whom CAN is sent will

be required to deposit the entire amount payable for the Equity Shares Allocated to it by the Pay-In Date as mentioned in,

and in accordance with, the respective CAN.

Payments are to be made only through electronic fund transfer.

Note: Payments through cheques are liable to be rejected.

If the payment is not made favouring the Escrow Account” within the time stipulated in the CAN, the Application Form

and the CAN of the QIB are liable to be cancelled.

Our Company undertakes to utilise the amount deposited in Escrow Account only for the purposes of (i) adjustment

against Allotment of Equity Shares in the Issue; or (ii) repayment of application money if our Company is not able to Allot

Equity Shares in the Issue.

In case of cancellations or default by the QIBs, our Company and the Book Running Lead Managers have the right to

reallocate the Equity Shares at the Issue Price among existing or new QIBs at their sole and absolute discretion subject to

the applicable laws.

Designated Date and Allotment of Equity Shares

The Equity Shares will not be Allotted unless the QIBs pay the Issue Price to the Escrow Account as stated above.

The Equity Shares in the Issue will be issued and Allotment shall be made only in dematerialised form to the Allottees.

Allottees will have the option to re-materialise the Equity Shares, if they so desire, as per the provisions of the Companies

Act and the Depositories Act.

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Our Company, at its sole discretion, reserve the right to cancel the Issue at any time up to Allotment without assigning any

reason whatsoever.

Following the Allotment and credit of Equity Shares into the QIBs’ Depository Participant accounts, our Company will

apply for final trading and listing approvals from the Stock Exchanges.

In the case of QIBs who have been Allotted more than 5% of the Equity Shares in the Issue, our Company shall disclose

the name and the number of the Equity Shares Allotted to such QIB to the Stock Exchanges and the Stock Exchanges will

make the same available on their website. Our Company shall make requisite filings with the RoC and SEBI within

stipulated period as required under the Companies Act, and Companies (Prospectus and Allotment of Securities Rules,

2014.

The Escrow Bank shall release the monies lying to the credit of the Escrow Bank Account to the Company after Allotment

of Equity Shares to QIBs and commencement of listing and trading of Equity Shares to QIBs.

In the event that our Company is unable to issue and Allot the Equity Shares offered in the Issue or on cancellation of the

Issue, within 60 days from the date of receipt of application money, our Company shall repay the application money

within 15 days from expiry of 60 days, failing which our Company shall repay that money with interest at the rate of 12%

per annum from expiry of the sixtieth day. The application money to be refunded by our Company shall be refunded to the

same bank account from which application money was remitted by the QIBs.

Other Instructions

Right to Reject Applications

Our Company, in consultation with the Book Running Lead Managers, may reject Bids, in part or in full, without

assigning any reason whatsoever. The decision of our Company and the Book Running Lead Managers in relation to the

rejection of Bids shall be final and binding.

Equity Shares in Dematerialised form with NSDL or CDSL

The Allotment of the Equity Shares in the Issue shall be only in dematerialised form (i.e., not in physical certificates but

be fungible and be represented by the statement issued through the electronic mode).

An QIB applying for Equity Shares to be issued pursuant to the Issue must have at least one beneficiary account with a

Depository Participant of either NSDL or CDSL prior to making the Bid. Allotment to a successful QIB will be credited in

electronic form directly to the beneficiary account (with the Depository Participant) of the QIB.

Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and

CDSL. The Stock Exchanges have electronic connectivity with NSDL and CDSL.

The trading of the Equity Shares to be issued pursuant to the Issue would be in dematerialised form only for all QIBs in the

demat segment of the respective Stock Exchanges.

Our Company and the Book Running Lead Managers will not be responsible or liable for the delay in the credit of Equity

Shares to be issued pursuant to the Issue due to errors in the Application Form or otherwise on part of the QIBs.

Release of funds to the Company

The Escrow Bank shall not release the monies lying to the credit of the “Supreme Infrastructure India Limited – QIP

Escrow Account” till such time, that it receives an instruction in pursuance to the Escrow Agreement, along with the

listing approval of the Stock Exchanges for the Equity Shares offered in the Issue.

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PLACEMENT

Placement Agreement

The Book Running Lead Managers have entered into a placement agreement with the Company (the “Placement

Agreement”), pursuant to which the Book Running Lead Managers have agreed to procure subscriptions for the Equity

Shares on a reasonable efforts basis, pursuant to Section 42 of Companies Act, 2013, read with Rule 14 of the

Companies (Prospectus and Allotment of Securities) Rules, 2014, and Chapter VIII of the SEBI Regulations.

The Placement Agreement contains customary representations, warranties and indemnities from the Company and the

Book Running Lead Managers, and it is subject to termination in accordance with the terms contained therein.

Applications shall be made to list the Equity Shares issued pursuant to this Issue and admit them to trading on the Stock

Exchanges. No assurance can be given as to the liquidity or sustainability of the trading market for such Equity Shares,

the ability of holders of the Equity Shares to sell their Equity Shares or the price at which holders of the Equity Shares

will be able to sell their Equity Shares.

This Preliminary Placement Document has not been, and will not be, registered as a prospectus with the RoC and, no

Equity Shares issued pursuant to this Issue will be offered in India or overseas to the public or any members of the

public in India or any other class of investors, other than QIBs.

Relationship with the Book Running Lead Managers

In connection with the Issue, the Book Running Lead Managers, (or their affiliates) may, for their own accounts,

subscribe to the Equity Shares or enter into asset swaps, credit derivatives or other derivative transactions relating to the

Equity Shares to be issued pursuant to the Issue at the same time as the offer and sale of the Equity Shares or in

secondary market transactions. As a result of such transactions, the Book Running Lead Managers may hold long or

short positions in such Equity Shares. These transactions may comprise a substantial portion of the Issue and no specific

disclosure will be made of such positions. Affiliates of the Book Running Lead Managers may purchase Equity Shares

and be Allocated Equity Shares for proprietary purposes and not with a view to distribution or in connection with the

issuance of P-Notes.

From time to time, the Book Running Lead Managers, and their affiliates and associates of such entity have may be

engaged in or may in the future engage in transactions with and perform services including but not limited to investment

banking, advisory, banking, trading services for the Company, its Subsidiaries, group companies, affiliates and the

Shareholders, as well as to their respective associates and affiliates, pursuant to which fees and commissions have been

paid or will be paid to the Book Running Lead Managers and their affiliates and associates.

Lock-up

The Promoters and Promoter Group jointly and severally, agrees that, without the prior written consent of the Book

Running Lead Managers, he or it will not, and will not announce any intention to enter into any transaction whether any

such transaction which is to be settled by delivery of Equity Shares, or such other securities, in cash or otherwise, during

the period commencing on the date hereof and ending 180 days after the date of Allotment of the Equity Shares

pursuant to the QIP (the “Lock-up Period”), directly or indirectly, issue, offer, lend, sell, contract to sell, pledge,

encumber, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or

warrant to purchase, make any short sale, lend or otherwise transfer or dispose of directly or indirectly, any Equity

Shares, including but not limited to any options or warrants to purchase any Equity Shares, or any securities convertible

into or exercisable or exchangeable for, or that represent the right to receive, Equity Shares or enter into any swap or

other agreement that transfers, directly or indirectly, in whole or in part, any of the economic consequences of

ownership of the Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares or

deposit any Equity Shares, or any securities convertible into or exercisable or exchangeable for the Equity Shares or

which carry the rights to subscribe for or purchase Equity Shares, in any depositary receipt facility or enter into any

transaction (including a transaction involving derivatives) having an economic effect similar to that of a sale or deposit

of Equity Shares in any depositary receipt facility. However, the foregoing restrictions shall not be applicable if any of

the actions mentioned above are required to be undertaken pursuant to any employee stock option scheme or inter-se

transfers between promoter group or any change in applicable law, or a direction of a court of law or the Reserve Bank

of India post the date of execution of the Placement Agreement.

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In addition, each the promoter and promoter group, jointly and severally, agrees that, without the prior written consent

of the BRLMs, he or it will not, during the Lock-up Period, make any demand for or exercise any right with respect to,

the registration or sale or deposition of any Equity Shares or any other securities of the Company substantially similar to

the Equity Shares, including, but not limited to options, warrants or other securities that are convertible into, exercisable

or exchangeable for, or that represent the right to receive Equity Shares or any such substantially similar securities,

whether now owned or hereinafter acquired.

The Company has undertaken that it will not during the period commencing on the date hereof and ending 180 days

from the date of Allotment, without the prior written consent of the Book Running Lead Managers, directly or

indirectly:

(a) offer, sell, pledge, issue, contract to issue, grant any option, right or warrant for the issuance and allotment, or

otherwise dispose of or transfer, or establish or increase a put equivalent position or liquidate or decrease a call

equivalent position with respect to, any Equity Shares or securities convertible into or exchangeable or exercisable

for Equity Shares (including any warrants or other rights to subscribe for any Equity Shares) or publicly announce

an intention with respect to any of the foregoing,

(b) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that

transfers, directly or indirectly, in whole or in part, any of the economic consequences of ownership of any Equity

Shares, whether any such aforementioned transaction is to be settled by allotment of any Equity Shares, in cash or

otherwise or any securities convertible into or exercisable or exchangeable for Equity Shares, or

(c) deposit Equity Shares with any other depositary in connection with a depositary receipt facility or

(d) publicly disclose the intention to make any such offer, issuance and allotment or disposition, or to enter into any

such transaction falling within (a) to (c) above (including swap, hedge or other arrangement) having an economic

effect similar to that of an issue or offer or deposit of Equity Shares in any depositary receipt facility or publicly

announce any intention to enter into any transaction falling within (a) to (c) above.

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SELLING RESTRICTIONS

The distribution of this Preliminary Placement Document or any offering material and the offering, sale or delivery of

the Equity Shares in this Issue is restricted by law in certain jurisdictions. Therefore, persons who may come into

possession of this Preliminary Placement Document or any offering material are advised to take legal advice with

regard to any restrictions that may be applicable to them and to observe such restrictions. This Preliminary Placement

Document may not be used for the purpose of an offer or sale in any circumstances in which such offer or sale is not

authorized or permitted.

General

No action has been taken or will be taken by the Company or the Book Running Lead Manager that would permit a

public offering of the Equity Shares to occur in any jurisdiction, or the possession, circulation or distribution of this

Preliminary Placement Document or any other material relating to the Company or the Equity Shares in any jurisdiction

where action for such purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or

indirectly, and none of this Preliminary Placement Document, any offering materials or any advertisements in

connection with the offering of the Equity Shares issued pursuant to the Issue may be distributed or published in or from

any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and

regulations of any such country or jurisdiction and will not impose any obligations on the Company or the Book Running

Lead Managers. This Issue will be made in compliance with the applicable SEBI Regulations. Each purchaser of the

Equity Shares in this Issue will be deemed to have made, as applicable, acknowledgments and agreements as described

under the sections “Notice to Investors”, “Representations by Investors” and “Transfer Restrictions” on page 1, 3 and

144, respectively of this Preliminary Placement Document.

India

This Preliminary Placement Document may not be distributed directly or indirectly in India or to residents of India and

any Equity Shares may not be offered or sold directly or indirectly in India to, or for the account or benefit of, any

resident of India except as permitted by applicable Indian laws and regulations, under which an offer is strictly on a

private and confidential basis and is limited to QIBs and is not an offer to the public. This Issue is a “private placement”

within the meaning of Section 42 of the Companies Act, 2013 since the invitation or offer is to be made only to QIBs.

This Preliminary Placement Document/ Placement Document is neither a public issue nor a prospectus under the

Companies Act, 2013 or an advertisement and should not be circulated to any person other than to whom the offer is

made. This Preliminary Placement Document has not been and will not be registered as a prospectus with the Registrar

of Companies in India.

Australia. The Preliminary Placement Document is not a disclosure document under Chapter 6D of the Corporations Act

2001 (the "Australian Corporations Act"), has not been lodged with the Australian Securities & Investments

Commission and does not purport to include the information required of a disclosure document under the Australian

Corporations Act. (i) The offer of Equity Shares under the Preliminary Placement Document is only made to persons to

whom it is lawful to offer Equity Shares without disclosure to investors under Chapter 6D of the Australian Corporations

Act under one or more exemptions set out in Section 708 of the Australian Corporations Act; (ii) the Preliminary

Placement Document is made available in Australia to persons as set forth in clause (i) above; and (iii) by accepting this

offer, the offeree represents that the offeree is such a person as set forth in clause (ii) above and agrees not to sell or offer

for sale within Australia any Equity Share sold to the offeree within 12 months after their transfer to the offeree under the

Preliminary Placement Document.

Cayman Islands. No offer or invitation to purchase Equity Shares may be made to the public in the Cayman Islands.

European Economic Area (including Liechtenstein, Iceland and Norway). In relation to each Member State of the

European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), an

offer may not made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the

Equity Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate,

approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in

accordance with the Prospectus Directive, except that it may, with effect from and including the date on which the

Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), make an

offer of Equity Shares to the public in that Relevant Member State at any time:

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or

141

regulated, whose corporate purpose is solely to invest in securities;

to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial

year, (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than

€50,000,000, as shown in its last annual or consolidated accounts;

to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive)

subject to obtaining the prior consent of the Book Running Lead Managers for any such offer; or

in any other circumstances which do not require the publication of a prospectus pursuant to Article 3(2) of the

Prospectus Directive.

provided that no such offer of Equity Shares shall result in a requirement for the publication by the Company or the Book

Running Lead Managers of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this

provision, the expression an "offer of Equity Shares to the public" in relation to any of the Equity Shares in any Relevant

Member States means the communication in any form and by any means, of sufficient information on the terms of the

offer and the Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Equity

Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that

Member State.

Hong Kong. No Equity Shares have been offered or sold, and no Equity Shares may be offered or sold, in Hong Kong

by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether

as principal or agent; or to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of

Hong Kong and any rules made under that Ordinance; or in other circumstances which do not result in the document

being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an

offer to the public within the meaning of the Companies Ordinance (Cap.32) of Hong Kong. No document, invitation or

advertisement relating to the Equity Shares has been issued or may be issued, which is directed at, or the contents of

which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of

Hong Kong) other than with respect to the Equity Shares which are intended to be disposed of only to persons outside

Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong

Kong and any rules made under that Ordinance.

Japan. The offering of the Equity Shares has not been and will not be registered under the Financial Instruments and

Exchange Law of Japan, as amended (the "Financial Instruments and Exchange Law"). No Equity Shares have been

offered or sold, and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of

Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized

under the laws of Japan) or to others for reoffering or re-sale, directly or indirectly in Japan or to, or for the benefit of, any

resident of Japan except pursuant to an exemption from the registration requirements of the Financial Instruments and

Exchange Law and otherwise in compliance with the Financial Instruments and Exchange Law and any other applicable

laws, regulations and ministerial ordinances of Japan.

Korea. The Equity Shares have not been registered under the Korean Securities and Exchange Law, and the Equity

Shares acquired in connection with the distribution contemplated hereby may not be offered or sold, directly or

indirectly, in Korea or to or for the account of any resident thereof, except as otherwise permitted by applicable Korean

laws and regulations, including, without limitation, the Korean Securities and Exchange Law and the Foreign Exchange

Transaction Laws.

Kuwait. The Equity Shares have not been authorized or licensed for offering, marketing or sale in the State of Kuwait.

The distribution of the Preliminary Placement Document and the offering and sale of the Equity Shares in the State of

Kuwait is restricted by law unless a license is obtained from the Kuwaiti Ministry of Commerce and Industry in

accordance with Law 31 of 1990.

Qatar. The Equity Shares have not been offered, sold or delivered, and will not be offered, sold or delivered at any time,

directly or indirectly, in the state of Qatar in a manner that would constitute a public offering. The Preliminary Placement

Document has not been reviewed or registered with Qatari Government Authorities, whether under Law No. 25 (2002)

concerning investment funds, Central Bank resolution No. 15 (1997), as amended, or any associated regulations.

Therefore, the Preliminary Placement Document is strictly private and confidential, and is being issued to a limited

number of sophisticated investors, and may not be reproduced or used for any other purposes, nor provided to any person

other than recipient thereof.

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Singapore. The Book Running Lead Managers has acknowledged that the Preliminary Placement Document has not

been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Book Running Lead

Managers has represented and agreed that it has not offered or sold any Equity Shares issued pursuant to the Issue or

caused such Equity Shares to be made the subject of an invitation for subscription or purchase and will not offer or sell

such Equity Shares issued pursuant to the Issue or cause such Equity Shares to be made the subject of an invitation for

subscription or purchase, and have not circulated or distributed, nor will they circulate or distribute, the Preliminary

Placement Document or any other document or material in connection with the offer or sale, or invitation for subscription

or purchase, of such Equity Shares issued pursuant to the Issue, whether directly or indirectly, to persons in Singapore

other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore

("SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in

accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with

the conditions of, any other applicable provision of the SFA.

Where the Equity Shares are subscribed or purchased under Section 275 by a relevant person which is:

(a) a corporation (which is not an accredited investor) (as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of

whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each

beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest

(howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has

acquired the Equity Shares pursuant to an offer made under Section 275 except:

(i) to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the

SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law; or

(iv) as specified in Section 276(7) of the SFA.

Switzerland. The Preliminary Placement Document does not constitute an issue prospectus pursuant to Art. 652a of the

Swiss Code of Obligations. The Equity Shares will not be listed on the SWX Swiss Exchange, and therefore, the

Preliminary Placement Document does not comply with the disclosure standards of the Listing Rules of the SWX Swiss

Exchange. Accordingly, the Equity Shares may not be offered to the public in or from Switzerland, but only to a selected

and limited group of investors, which do not subscribe the Shares with a view to distribution to the public. The investors

will be individually approached by the Book Running Lead Managers.

The Preliminary Placement Document is personal to each offeree and does not constitute an offer to any other person.

The Preliminary Placement Document may only be used by those persons to whom it has been handed out in connection

with the offer described herein and may neither directly nor indirectly be distributed or made available to other persons

without the express consent of the Company. It may not be used in connection with any other offer and shall in particular

not be copied and/or distributed to the public in or from Switzerland.

United Arab Emirates. The Preliminary Placement Document is not intended to constitute an offer, sale or delivery of

shares or other securities under the laws of the United Arab Emirates (the "UAE"). The Equity Shares have not been and

will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority

and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the

Abu Dhabi Securities market or with any other UAE exchange. The Issue, the Equity Shares and interests therein do not

constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No.

8 of 1984 (as amended) or otherwise. The Preliminary Placement Document is strictly private and confidential and is

being distributed to a limited number of investors and must not be provided to any person other than the original

recipient, and may not be reproduced or used for any other purpose. The interests in the Equity Shares may not be

offered or sold directly or indirectly to the public in the UAE.

143

By receiving this Preliminary Placement Document, the person or entity to whom the Preliminary Placement Document

has been issued understands, acknowledges and agrees that the Equity Shares have not been and will not be offered, sold

or publicly promoted or advertised in the Dubai International Financial Centre other than in compliance with laws

applicable in the Dubai International Financial Centre, governing the issue, offering or sale of securities. The Dubai

Financial Services Authority has not approved this Preliminary Placement Document nor taken steps to verify the

information set out in it, and has no responsibility for it.

United Kingdom. The Book Running Lead Managers has represented and agreed that it:

i. is a person who is a qualified investor within the meaning of Section 86(7) of the Financial Services and

Markets Act 2000 (the "FSMA"), being an investor whose ordinary activities involve it in acquiring, holding,

managing or disposing of investments (as principal or agent) for the purposes of its business;

ii. has not offered or sold and will not offer or sell the Equity Shares other than to persons who are qualified

investors within the meaning of Section 86(7) of the FSMA or who it reasonably expects will acquire, hold,

manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of

the Equity Shares would otherwise constitute a contravention of Section 19 of the FSMA by us;

iii. has only communicated or caused to be communicated and will only communicate or cause to be

communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21

of the FSMA) received by it in connection with the issue or sale of the Equity Shares in circumstances in which

Section 21(1) of the FSMA does not apply to it; and

iv. has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in

relation to the Equity Shares in, from or otherwise involving the United Kingdom.

United States of America.

The Equity Shares in the Issue have not been and will not be registered under the Securities Act of 1933, as amended

(the “Securities Act”), and unless so registered may not be offered or sold within the United States, except pursuant to an

exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state

securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore

transactions in reliance on Regulation S.

Each purchaser of the Equity Shares in this Issue will be deemed to have made, as applicable, acknowledgments and

agreements as described under the sections “Notice to Investors”, “Representations by Investors” and “Transfer

Restrictions” on page 1, 3 and 144, respectively of this Preliminary Placement Document.

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TRANSFER RESTRICTIONS

Allottees are not permitted to sell the Equity Shares for a period of one year from the date of Allotment except through

the Stock Exchanges. In addition to the above, allotments made to QIBs, including VCFs and AIFs in this Issue, may be

subject to lock-in requirements, if any, under the rules and regulations that are applicable to them. Accordingly,

purchasers are advised to consult their own legal counsel prior to making any offer, re-sale, pledge or transfer of the

Equity Shares, except if the resale of the Equity Shares is by way of a regular sale on the Stock Exchanges.

Investors are advised to consult legal counsel prior to making any resale, pledge or transfer of the Company’s Equity

Shares. Subject to the foregoing, by accepting this Preliminary Placement Document and purchasing any Equity Shares

under this Issue, you are deemed to have represented, warranted, acknowledged and agreed with the Company and the

Book Running Lead Managers as follows:

you have received a copy of the Preliminary Placement Document and such other information as you deem

necessary to make an informed decision and that you are not relying on any other information or the representation

concerning the Company or the Equity Shares and neither the Company nor any other person responsible for this

document or any part of it or the Book Running Lead Managers will have any liability for any such other information

or representation;

you are purchasing the Equity Shares in an offshore transaction meeting the requirements of Rule 903 or 904 of

Regulation S and you agree that you will not offer, sell, pledge or otherwise transfer such Equity Shares except in an

offshore transactions complying with Regulation S or pursuant to any other available exemption from registration

under the Securities Act and in accordance with all applicable securities laws of the states of the United States and

any other jurisdiction, including India;

you are authorised to consummate the purchase of the Equity Shares in compliance with all applicable laws and

regulations;

you acknowledge (or if you are a broker-dealer acting on behalf of a customer, your customer has confirmed to you

that such customer acknowledges) that such Equity Shares have not been and will not be registered under the

Securities Act;

you certify that either (A) you are, or at the time the Equity Shares are purchased will be, the beneficial owner of the

Equity Shares and are located outside the United States (within the meaning of Regulation S) or (B) you are a

broker-dealer acting on behalf of your customer and your customer has confirmed to you that (i) such customer is, or

at the time the Equity Shares are purchased will be, the beneficial owner of the Equity Shares, and (ii) such customer

is located outside the United States (within the meaning of Regulation S); and

the Company, the Book Running Lead Managers, their respective affiliates and others will rely upon the truth and

accuracy of your representations, warranties, acknowledgements and undertakings set out in this document, each of

which is given to (a) the Book Running Lead Managers on their own behalf and on behalf of the Company, and (b) to

the Company, and each of which is irrevocable and, if any of such representations, warranties, acknowledgements or

undertakings deemed to have been made by virtue of your purchase of the Equity Shares are no longer accurate, you

will promptly notify the Company.

Any resale or other transfer or attempted resale or other transfer, made other than in compliance with the above stated restrictions will not be recognised by the Company.

145

THE SECURITIES MARKET OF INDIA

The information in this section has been extracted from documents available on the website of SEBI and the Stock

Exchanges and has not been prepared or independently verified by the Company or the Book Running Lead Managers

or its affiliates or advisors.

The Indian Securities Market

India has a long history of organised securities trading. In 1875, the first stock exchange was established in Mumbai.

BSE and NSE together hold a dominant position among the stock exchanges in terms of the number of listed

companies, market capitalisation and trading activity.

Stock Exchange Regulation

Indian stock exchanges are regulated primarily by SEBI, as well as by the Government acting through the Ministry of

Finance, Capital Markets Division, under the SCRA, the SCRR, the SEBI Act, the Depositories Act, the Companies Act

and various rules and regulations framed thereunder.

On June 20, 2012, SEBI, in exercise of its powers under the SCRA and the SEBI Act, notified the SCR (SECC) Rules,

which regulate inter alia the recognition, ownership and internal governance of stock exchanges and clearing

corporations in India together with providing for minimum capitalisation requirements for stock exchanges. The SCRA,

the SCRR and the SCR (SECC) Rules along with various rules, bye-laws and regulations of the respective stock

exchanges, regulate the recognition of stock exchanges, the qualifications for membership thereof and the manner, in

which contracts are entered into, settled and enforced between members of the stock exchanges.

The SEBI Act empowers SEBI to promote, develop and regulate the Indian securities markets, including stock

exchanges and intermediaries in the capital markets, to protect the interests of investors, promote and monitor

self-regulatory organisations and prohibit fraudulent and unfair trade practices and insider trading and to regulate

substantial acquisitions of shares and takeovers of companies. SEBI has also issued regulations concerning minimum

disclosure requirements by public companies, rules and regulations concerning investor protection, insider trading,

substantial acquisitions of shares and takeover of companies, buy-backs of securities, delisting of securities, employee

stock option schemes, stockbrokers, merchant bankers, underwriters, mutual funds, foreign institutional investors, credit

rating agencies and other capital market participants.

Listing of Securities

The listing of securities on a recognised Indian stock exchange is regulated by the applicable Indian laws including the

Companies Act, the SCRA, the SCRR, the SEBI Act and various guidelines and regulations issued by the SEBI and the

listing agreements of the respective stock exchanges. The SCRA empowers the governing body of each recognised

stock exchange to suspend trading of or withdraw admission to dealings in a listed security for breach of or non-

compliance with any conditions or breach of company’s obligations under such listing agreement or for any reason,

subject to the issuer receiving prior written notice of the intent of the exchange and upon granting of a hearing in the

matter. SEBI also has the power to amend such equity listing agreements and bye-laws of the stock exchanges in India,

to overrule a stock exchange’s governing body and withdraw recognition of a recognised stock exchange.

Delising of Securities

SEBI has notified the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 in relation

to the voluntary and compulsory delisting of equity shares from the stock exchanges. In addition, certain amendments to

the SCRR have also been notified in relation to delisting.

Minimum Level of Public Shareholding

All listed companies are required to maintain a minimum public shareholding of 25% and were given a period of three

years to comply with such requirement. In this regard, SEBI has amended the listing agreement and has provided several

mechanisms to comply with this requirement. Further, where the public shareholding in a listed company falls below 25%

at any time, such company is required to bring the public shareholding to 25% within a maximum period of 12 months

from the date of such fall. Consequently, a listed company may be delisted from the stock exchanges for not complying

146

with the above-mentioned requirement. Our Company is in compliance with this minimum public shareholding

requirement.

Index-Based Market-Wide Circuit Breaker System

In order to restrict abnormal price volatility in any particular stock, the SEBI has instructed stock exchanges to apply

daily circuit breakers which do not allow transactions beyond a certain level of price volatility. The index- based

market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index movement, at

10%, 15% and 20%. These circuit breakers, when triggered, bring about a co-ordinated trading halt in all equity and

equity derivative markets nationwide. The market-wide circuit breakers are triggered by movement of either the

SENSEX of BSE or the CNX NIFTY of NSE, whichever is breached earlier.

In addition to the market-wide index-based circuit breakers, there are currently in place individual scrip-wise price

bands of 20% movements either up or down. However, no price bands are applicable on scrips on which derivative

products are available or scrips included in indices on which derivative products are available.

The stock exchanges in India can also exercise the power to suspend trading during periods of market volatility. Margin

requirements are imposed by stock exchanges that are required to be paid by the stockbrokers.

BSE

Established in 1875, the BSE is the oldest stock exchange in India. In 1956, it became the first stock exchange in India to

obtain permanent recognition from the Government under the SCRA.

NSE

The NSE was established by financial institutions and banks to provide nationwide online, satellite-linked, screen-based

trading facilities with market-makers and electronic clearing and settlement for securities including government

securities, debentures, public sector bonds and units. The NSE was recognised as a stock exchange under the SCRA in

April 1993 and commenced operations in the wholesale debt market segment in June 1994. The capital market (equities)

segment commenced operations in November 1994 and operations in the derivatives segment commenced in June 2000.

The NSE launched the NSE 50 Index, now known as S&P CNX NIFTY, on April 22, 1996 and the Mid-cap Index on

January 1, 1996.

Internet trading takes place through order routing systems, which route client orders to exchange trading systems for

execution. Stockbrokers interested in providing this service are required to apply for permission to the relevant stock

exchange and also have to comply with certain minimum conditions stipulated by SEBI. NSE became the first exchange

to grant approval to its members for providing internet-based trading services. Internet trading is possible on both the

“equities” as well as the “derivatives” segments of NSE.

Trading Hours

Trading on both the NSE and the BSE occurs from Monday to Friday, between 9:15 a.m. and 3:30 p.m. IST (excluding the

15 minutes pre-open session from 9:00 a.m. to 9:15 a.m. that has been introduced recently). The NSE and the BSE are

closed on public holidays. The recognised stock exchanges have been permitted to set their own trading hours (in the cash

and derivatives segments) subject to the condition that (i) the trading hours are between 9.00 a.m. and 5.00 p.m.; and (ii)

the stock exchange has in place a risk management system and infrastructure commensurate to the trading hours.

Trading Procedure

In order to facilitate smooth transactions, the BSE replaced its open outcry system with BSE On-line Trading facility in

1995. This totally automated screen based trading in securities was put into practice nation-wide. This has enhanced

transparency in dealings and has assisted considerably in smoothening settlement cycles and improving efficiency in

back-office work.

NSE has introduced a fully automated trading system called NEAT, which operates on strict time/price priority besides

enabling efficient trade. NEAT has provided depth in the market by enabling large number of members all over India to

trade simultaneously, narrowing the spreads.

Takeover Regulations

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Disclosure and mandatory bid obligations for listed Indian companies are governed by the Takeover Regulations which

provide specific regulations in relation to substantial acquisition of shares and takeover. Once the equity shares of a

company are listed on a stock exchange in India, the provisions of the Takeover Regulations will apply to any

acquisition of the company’s shares/voting rights/control. The Takeover Regulations prescribe certain thresholds or

trigger points in the shareholding a person or entity has in the listed Indian company, which give rise to certain

obligations on part of the acquirer. Acquisitions up to a certain threshold prescribed under the Takeover Regulations

mandate specific disclosure requirements, while acquisitions crossing particular thresholds may result in the acquirer

having to make an open offer of the shares of the target company. The Takeover Regulations also provide for the

possibility of indirect acquisitions, imposing specific obligations on the acquirer in case of such indirect acquisition.

Insider Trading Regulations

The SEBI Insider Trading Regulations have been notified to prohibit and penalise insider trading in India. An insider is,

among other things, prohibited from dealing in the securities of a listed company when in possession of unpublished

price sensitive information.

The SEBI Insider Trading Regulations also provide disclosure obligations for shareholders holding more than a

pre-defined percentage, and directors and officers, with respect to their shareholding in the company, and the changes

therein. The definition of “insider” includes any person who has received or has had access to unpublished price

sensitive information in relation to securities of a company or any person reasonably expected to have access to

unpublished price sensitive information in relation to securities of a company and who is or was connected with the

company or is deemed to have been connected with the company.

Depositories

The Depositories Act provides a legal framework for the establishment of depositories to record ownership details and

effect transfer in book-entry form. Further, SEBI framed regulations in relation to the registration of such depositories,

the registration of participants as well as the rights and obligations of the depositories, participants, companies and

beneficial owners. The depository system has significantly improved the operation of the Indian securities markets.

Derivatives (Futures and Options)

Trading in derivatives is governed by the SCRA, the SCRR and the SEBI Act. The SCRA was amended in February

2000 and derivatives contracts were included within the term “securities”, as defined by the SCRA. Trading in

derivatives in India takes place either on separate and independent derivatives exchanges or on a separate segment of an

existing stock exchange. The derivatives exchange or derivatives segment of a stock exchange functions as a

self-regulatory organisation under the supervision of the SEBI.

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DESCRIPTION OF THE EQUITY SHARES

The following is information relating to the Equity Shares including a brief summary of some of the provisions of the

Memorandum and Articles of Association and the Companies Act. Prospective investors are urged to read the

Memorandum and Articles of Association carefully, and consult with their advisers, as the Memorandum and Articles

of Association and applicable Indian law, and not this summary, govern the rights attached to the Equity Shares.

General

Our authorised share capital is ₹ 500 million consisting of 30,000,000 Equity Shares of ₹ 10 each and 20,000,000, 1%

redeemable non-cumulative preference shares of ₹ 10 each.

As of the date of this Preliminary Placement Document, the outstanding paid-up equity share capital of the Company is

₹ 220.92 million.

Articles of Association

The Company is governed by our Articles of Association.

Dividends

Under Indian law, a company pays dividends upon a recommendation by its board of directors and approval by a

majority of the shareholders at the AGM held each fiscal year. Under the Companies Act, unless the board of directors

of a company recommends the payment of a dividend, the shareholders at a general meeting have no power to declare

any dividend. Subject to certain conditions laid down by Section 123 of the Companies Act, 2013, and rules made

thereunder, no dividend can be declared or paid by a company for any fiscal year except (a) out of the profits of the

company for that year, calculated in accordance with the provisions of the Companies Act or (b) out of the profits of the

company for any previous fiscal year(s) arrived at in accordance with the Companies Act 2013 and remaining

undistributed or (c) out of both; or (d) out of money provided by the Central Government or a state Government for

payment of dividend by the Company in pursuance of a guarantee given by that Government.

According to the Articles of Association, the Board may before recommending dividend set apart out of the profits of

the Company such sums as it thinks prudent as a reserve or reserves which shall at the discretion of the Board, be

applicable for any purpose to which the profits of the Company may be properly applied including provision for

meeting contingencies or for equalizing dividends and pending such application, at the discretion of the Company either

be employed in the business of the Company or be invested in such investments including securities issued by

companies or banks (other than the shares of the Company) as the Board may from time to time, think fit.

The Equity Shares issued pursuant to this Preliminary Placement Document shall rank pari passu with the existing

Equity Shares in all respects including entitlements to any dividends that may be declared by the Company.

Capitalisation of Reserves

In addition to permitting dividends to be paid out of current or retained earnings as described above, the Companies Act

permits the board of directors, if so approved by the shareholders in a general meeting, to distribute an amount

transferred in the free reserves, the securities premium account or the capital redemption reserve account to its

shareholders, in the form of fully paid up bonus equity shares, which are similar to stock dividend. These bonus equity

shares must be distributed to shareholders in proportion to the number of equity shares owned by them as recommended

by the board of directors. No issue of bonus shares may be made by capitalising reserves created by revaluation of

assets. Further, any issue of bonus shares would be subject to SEBI Regulations.

As per the Articles of Association, the Board may at the meeting of the Board resolve that any amount standing to the

credit of the Share Premium Account or the Capital Redemption Reserve Account or any money forming part of the

undivided profits (including profits or surplus monies arising from the realization of any capital assets of the Company)

standing to the credit of the General Reserve, Reserve or any Reserve Fund or any other fund of the Company or in the

hands of the Company and available for dividend may be capitalized.

149

Pre-Emptive Rights and Alteration of Capital

Subject to the provisions of the Companies Act, the Company may increase its share capital by issuing new shares on

such terms and with such rights as it may determine. According to Section 62 of the Companies Act, 2013 such new

shares shall be offered to existing shareholders in proportion to the amount paid up on those shares at that date. The

offer shall be made by notice specifying the number of shares offered and the date (being not less than 15 days and not

exceeding 30 days from the date of the offer) within which the offer, if not accepted, will be deemed to have been

declined. After such date the Board may dispose of the shares offered in respect of which no acceptance has been

received which shall not be disadvantageous to the shareholders of the Company. The offer is deemed to include a right

exercisable by the person concerned to renounce the shares offered to him in favour of any other person subject to the

provisions of FEMA 20, if applicable.

Under the provisions of Section 62(1)(c) of the Companies Act, 2013, new shares may be offered to any persons

whether or not those persons include existing shareholders, either for cash of for a consideration other than cash, if the

price of such shares is determined by the valuation report of a registered valuer subject to condition prescribed under the

Companies (Share Capital and Debentures) Rules, 2014, if a special resolution to that effect is passed by the Company’s

shareholders in a general meeting.

The Articles of Association authorises the Company to issue and allot shares at par or at a premium subject to and in

accordance with provisions of the Companies Act.

General Meetings of shareholders

There are two types of general meetings of the shareholders, AGM and EGM.

The Company must hold its AGM in each fiscal year provided that not more than 15 months shall elapse between each

AGM, unless extended by the RoC at its request for any special reason for a period not exceeding three months. The

Board of Directors may convene an EGM when necessary or at the request of a shareholder or shareholders holding in

the aggregate not less than one tenth of the Company’s issued paid up capital (carrying a right to vote in respect of the

relevant matter on the date of receipt of the requisition).

Notices, either in writing or through electronic mode, convening a meeting setting out the date, day, hour, place and

agenda of the meeting must be given to members at least 21 clear days prior to the date of the proposed meeting. A

general meeting may be called after giving shorter notice if consent is received, in writing or electronic mode, from not

less than 95 % of the shareholders entitled to vote. In accordance with the Articles of Association of the Company,

5(five) members must be personally present for quorum of any general meeting. The quorum requirements applicable to

shareholder meetings under the Companies Act have to be physically complied with.

A company intending to pass a resolution relating to matters such as, but not limited to, amendment in the objects clause

of the Memorandum, the issuing of shares with different voting or dividend rights, a variation of the rights attached to a

class of shares or debentures or other securities, buy-back of shares, giving loans or extending guarantees in excess of

limits prescribed, is required to obtain the resolution passed by means of a postal ballot instead of transacting the

business in the Company’s general meeting. A notice to all the shareholders shall be sent along with a draft resolution

explaining the reasons therefore and requesting them to send their assent or dissent in writing on a postal ballot within a

period of 30 days from the date of posting the letter. Postal ballot includes voting by electronic mode.

Voting Rights

At a general meeting, upon a show of hands, every member holding shares and entitled to vote and present in person has

one vote. Upon a poll, the voting rights of each shareholder entitled to vote and present in person or by proxy is in the

same proportion as the capital paid up on each share held by such holder bears to the Company’s total paid up capital.

Voting is by a show of hands, unless a poll is ordered by the Chairman of the meeting or voting is carried out

electronically. The Chairman of the meeting has a casting vote.

Ordinary resolutions may be passed by simple majority of those present and voting and those voting electronically.

Special resolutions require that the votes cast in favour of the resolution must be at least three times the votes cast

against the resolution.

A shareholder may exercise his voting rights by proxy to be given in the form required by the Articles of Association.

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The instrument appointing a proxy is required to be lodged with the Company at least 48 hours before the time of the

meeting. A proxy may not vote except on a poll and does not have the right to speak at meetings.

Transfer of shares

Shares held through depositories are transferred in the form of book entries or in electronic form in accordance with the

regulations laid down by the SEBI. These provisions provide the regime for the functioning of the depositories and the

participants and set out the manner in which the records are to be kept and maintained and the safeguards to be followed

in this system. Transfers of beneficial ownership of shares held through a depository are exempt from stamp duty. We

have entered into an agreement for such depository services with the National Securities Depository Limited and the

Central Depository Services India Limited. SEBI requires that our shares for trading and settlement purposes be in

book-entry form for all investors, except for transactions that are not made on a stock exchange and transactions that are

not required to be reported to the stock exchange. The registrar and transfer agent shall keep a book in which every

transfer or transmission of shares will be entered.

Pursuant to the Listing Agreement, in the event we have not effected the transfer of shares within fifteen days or where

we have failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of

fifteen days, it is required to compensate the aggrieved party for the opportunity loss caused during the period of the

delay. The Equity Shares shall be freely transferable, subject to applicable laws. If the Company refuses to register the

transfer of any share or transmission of any right therein, notice of such refusal must be sent to the transferee within one

month from the date on which the instrument of transfer or intimation of transmission was lodged with the Company.

151

STATEMENT OF TAX BENEFITS

STATEMENT OF TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS UNDER

THE APPLICABLE LAWS IN INDIA

The Board of Directors

Supreme Infrastructure India Limited

Supreme House, Plot No 94/C

Pratap Gad, Opposite IIT Main Gate,

Powai, Mumbai

Maharashtra – 400 076

Dear Sirs,

Re: Proposed qualified institutions placement of the equity shares of face value of ₹ 10 each by Supreme

Infrastructure India Limited (the “Company”) in India in accordance with Chapter VIII of the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009, as amended (“SEBI Regulations”) and Section 42 of the Companies Act, 2013, as amended (the

“Issue”)

Sub: Statement of tax benefits available to Supreme Infrastructure India Limited and its shareholders

We hereby certify that the enclosed annexure states the possible tax benefits available to Supreme

Infrastructure India Limited (the “Company”) and to the Equity Shareholders of the Company under the

provisions of the Income-tax Act, 1961 and Wealth Tax Act, 1957, presently in force in India. Several of these

benefits are dependent on the Company or its Equity Shareholders fulfilling the conditions prescribed under

the relevant tax laws. Hence, the ability of the Company or its Equity Shareholders to derive tax benefits is

dependent upon fulfilling such conditions.

The benefits discussed in the enclosed statement are not exhaustive and preparation of the contents stated is

responsibility of the Company’s management. This statement is only intended to provide general information

to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the

individual nature of the tax consequences, the changing tax laws, each shareholder is advised to consult his/

her/ their own tax consultant with respect to the tax implications arising out of their participation in the

proposed issue.

We do not express any opinion or provide any assurance as to whether:

a) The Company or its Equity Shareholders will continue to obtain these benefits in future; or

b) The conditions prescribed for availing the benefits have been / would be met

The contents of this annexure are based on information, explanations and representations obtained from the Company and

on the basis of our understanding of the business activities and operations of the Company as well as the provisions of the

Income-tax Act, 1961 and Wealth Tax Act, 1957 as of date. This note is intended solely for your information and for the inclusion in the Preliminary Placement Document and the

Placement Document, as amended or supplemented thereto or any other written material in connection with the proposed

Issue and is not to be used, referred to or distributed for any other purpose without our prior written consent.

152

For Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co.)

Chartered Accountants

For Shah and Kathariya

Chartered Accountants

Firm Registration No: 115171W

Firm Registration No: 001076N/N500013

Amyn Jassani

Partner

Membership No: 46447

Mumbai

January 16, 2015

P. M. Kathariya

Partner

Membership No: 31315

Mumbai

January 16, 2015

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STATEMENT OF TAX BENEFITS

The information provided below sets out the possible tax benefits available to the Company and the Equity

Shareholders in a summary manner only and is not a complete analysis or listing of all potential tax

consequences of the purchase, ownership and disposal of Equity Shares, under the current tax laws presently

in force in India. It is not exhaustive or comprehensive and is not intended to be a substitute for professional

advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an

investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation may not

have a direct legal precedent or may have a different interpretation on the benefits, which an investor can

avail.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX

IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY

SHARES IN YOUR PARTICULAR SITUATION.

Levy of Income Tax

As per the provisions of the Income-tax Act, 1961 (“Act”) taxation of a person is dependent on its tax

residential status. The Indian tax year i.e. financial year (“FY”) runs from April 1 to March 31.

In general, in the case of a person who is "resident'' in India in a tax year, its global income is subject to tax in

India. In the case of a person who is "non-resident'' in India, only the income that is received or deemed to be

received or that accrues or arises or is deemed to accrue or arise to such person in India is subject to tax in India.

In the instant case, the income from the Equity Shares of the Company would be considered to accrue or arise

in India, and would be taxable in the hands of all persons irrespective of residential status. However, relief may

be available under applicable Double Taxation Avoidance Agreement (“DTAA”) to certain non-residents.

An individual is considered to be a resident of India during any financial year if he or she is in India in that

year for:

A period or periods amounting to 182 days or more; or

60 days or more if within the 4 preceding years, he/she has been in India for a period or periods amounting

to 365 days or more; or

182 days or more, in the case of a citizen of India or a person of Indian origin living abroad who visits

India; or

182 days or more, in the case of a citizen of India who leaves India for the purposes of employment outside

India in any tax year.

A Hindu Undivided Family (“HUF”), firm or other association of persons (“AOP”) is resident in India

except where the control and management of its affairs is situated wholly outside India.

A “company” is resident in India if it is formed and registered in accordance with the Indian Companies Act or

if the control and management of its affairs is situated wholly in India in a tax year.

A “Non-Resident” means a person who is not a resident in India.

A person is said to be not ordinarily resident in India in any tax year if such person is:

an individual and a non-resident in India in 9 out of the 10 tax years preceding that year, or has during the

7 tax years preceding that year been in India for a period of, or periods amounting in all to, 729 or less; or

a HUF whose manager has been a non-resident in India in 9 out of the 10 tax years preceding that year, or

has during the 7 tax years preceding that year been in India for a period of, or periods amounting in all to,

729 or less.

As per the taxation laws in force, the tax benefits / consequences, as applicable, to the Company and its Equity

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Shareholders investing in the Equity Shares are summarized below:

1 BENEFITS AVAILABLE TO THE COMPANY - UNDER THE INCOME-TAX ACT, 1961 (the

“Act”)

Special Tax Benefits

1.1 Income exempt under section 86 of the Act

There are no special tax benefits available to the company. However, the company is entitled to the

general tax benefits which are discussed herein below.

General Tax Benefits

1.2 Under section 10(34) of the Act, income by way of “dividends” received on the shares of any domestic

company is exempt from income tax in the hands of shareholders. However, no deduction is permitted in

respect of expenditure incurred in relation to income which is not chargeable to tax. The expenditure

relatable to “exempt income” need to be determined in accordance with the provisions specified in section

14A of the Act read with Rule 8D of the Income Tax Rules, 1962 (“Rules”)

However, the Company distributing dividends will be liable to pay Dividend Distribution Tax (‘‘DDT”) at

15% (plus applicable surcharge, education cess and education cess) on the total amount distributed as

dividends. In calculating the amount of dividend on which DDT is payable, the same shall be reduced by

dividend, if any, received by the Company during the FY from a domestic subsidiary company where the

subsidiary has paid the DDT. However, the same amount of dividend shall not be taken into account for

reduction more than once.

1.3 As per section 10(34A) of the Act, any income arising to a shareholder, on account of buy back of shares

by a Company not being listed on a recognized stock exchange will be exempt from tax. This exemption is

available only in case where the Company pays buy back tax under the provisions of section 115QA of the

Act. Such income is also exempt from tax while computing book profit for the purpose of determination of

MAT liability. However, in case of buy back of listed securities, it will be liable to capital gains tax.

1.4 Under section 10(35) of the Act, any income received in respect of the units of a Mutual Fund specified in

section 10(23D) of the Act; or units from the Administrator of the specified undertaking; or units from the

specified company, as defined in Explanation to section 10(35) of the Act, is exempt from tax. However, as

per the proviso, the above provisions are not applicable to any income arising from transfer of units of the

Administrator of the specified undertaking or of the specified company or of a mutual fund.

1.5 Under section 32(1) of the Act, the Company can claim depreciation allowance at the prescribed rates on

tangible assets such as building, plant and machinery, furniture and fixtures, etc and intangible assets

defined to include patent, trademark, copyright, know-how, licenses, franchises or any other business or

commercial rights of similar nature, if such intangible assets are acquired after 31st March 1998.

1.6 Under section 32(2) of the Act, where full effect cannot be given to any depreciation allowance under

section 32(1) of the Act in any FY, owing to there being no profits or gains chargeable to tax for that FY, or

owing to the profits or gains chargeable to tax being less than depreciation allowance, then, subject to the

provisions of section 72(2) of the Act, depreciation allowance or the part of depreciation allowance to

which effect has not been given, as the case may be, shall be added to the amount of the depreciation

allowance for the following FY and deemed to be part of that depreciation allowance, or if there is no such

depreciation allowance for that FY, be deemed to be the depreciation allowance for that FY, and so on for

the succeeding FYs.

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1.7 Under section 50 of the Act, where a capital asset is forming part of a block of assets in respect of which

depreciation has been allowed under the Act, capital gains on disposal of such assets shall is required to be

computed in the following manner:

In a situation where the full value of consideration on transfer of any asset forming part of block of

asset, exceeds the written down value of block of assets and actual cost of assets acquired during the

year, the excess is deemed to be short term capital gains and subject to tax. Expenditure incurred

wholly or exclusively in connection with transfer can be reduced while computing the full value of

consideration

In a situation where the transfer is such that all the assets in that block are transferred and the block of

assets ceases to exist, the difference between the consideration arising on result of transfer and the

written down value of block of assets and the actual cost of assets acquired during the year, shall he

deemed to be short term capital gains/(losses) and subject to tax.

1.8 Any specified preliminary expenditure incurred by the Company before commencement of business or

after commencement of business in connection with extension of an undertaking or setting up a new unit

shall be allowed a deduction. A deduction equivalent to one-fifth of such expenditure for five successive

FY is allowed, beginning from the FY in which the business is commenced/ extended. The deduction has

prescribed caps based on cost of project/ capital employed.

1.9 Any expenditure incurred by the Company, wholly and exclusively for the purpose of amalgamation/

demerger of an undertaking shall be allowed as deduction. A deduction to the extent of one-fifth of such

expenditure for 5 successive FY is allowed beginning with the FY in which the amalgamation/ demerger

takes place.

1.10 Under section 115JAA of the Act, tax credit shall be allowed in respect of Minimum Alternate Tax

(“MAT”) paid under section 115JB of the Act for any FY commencing on 1 April 2005 and any

subsequent FYs. Credit eligible for carry forward is the difference between MAT paid and the tax

computed as per the normal provisions of the Act. The credit is available for set off only when tax becomes

payable under the normal provisions of the Act. The tax credit can be utilized to the extent of difference

between the tax under the normal provisions of the Act and tax payable under MAT for that year. Credit in

respect of MAT shall be available for set-off up to 10 FYs immediately succeeding the FY for which the

MAT credit initially arose.

1.11 Capital Gains

1.11.1 Capital assets may be categorised into short term capital assets and long term capital assets, based on the

period of holding. Securities (other than units) listed on recognized stock exchanges in India or units of the

Unit Trust of India or a unit of equity oriented mutual fund or zero coupon bonds will be considered as

long-term capital assets if they are held for a period exceeding 12 months. In respect of any other capital

assets (including unlisted securities and units of debt oriented mutual fund), the holding period should

exceed thirty-six months to be considered as long-term capital assets.

1.11.2 Under section 10(38) of the Act, long term capital gains arising to a shareholder on transfer of shares in the

company or units of an equity oriented fund or a unit of a business trust are exempt from tax, where the sale

transaction has been entered into on a recognized stock exchange of India and Securities Transaction Tax

(“STT”) has been paid on the same. However, profits on transfer of above referred long term capital assets

shall not be reduced in computing the “book profits” for the purposes of computation of MAT under

section 115 JB of the Act.

1.11.3 Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of

cost of acquisition / improvement and expenses incurred wholly and exclusively in connection with the

transfer of a capital asset from the sale consideration to arrive at the amount of capital gains. However,

second proviso to section 48 of the Act permits substitution of cost of acquisition / improvement with the

156

indexed cost of acquisition / improvement, thereby adjusting the cost of acquisition / improvement by a

cost inflation index (“CII”), as prescribed. Indexed cost of acquisition means the cost of acquisition

multiplied by CII of the FY in which the asset is transferred and divided by the CII of the FY during which

the asset was first held by the tax payer.

1.11.4 Under section 112 of the Act, long term capital gains, [other than those exempt under section 10(38) of the

Act] arising on transfer of listed Equity Shares in the company, would be subject to tax at a rate of 20%

(plus applicable surcharge and education cess) after indexation. In case of listed securities (other than

units) and zero coupon bonds, tax on long term capital gains is restricted to10% of capital gains without the

benefit of Indexation. No deduction under Chapter VIA is allowed from such income.

1.11.5 Under section 54EC of the Act and subject to the conditions specified therein, long term capital gains

arising on the transfer of Equity Shares of the company would be exempt from tax if such capital gains is

invested within 6 months after the date of such transfer in specified assets, being bonds issued by:

a) National Highway Authority of India constituted under section 3 of The National Highway Authority

of India Act, 1988;

b) Rural Electrification Corporation Limited, the company formed and registered under the Companies

Act, 1956.

The investment made in such bonds out of the above capital gains, during the financial year in which the

Equity Shares are transferred and in the subsequent financial year cannot exceed Rs.5,000,000 per

assessee.

If only part of the capital gain is so reinvested, the exemption available shall be in the same proportion as

the cost of long term specified assets bears to the whole of the capital gain.

However, in case the long term specified asset is transferred or converted into money within 3 years from

the date of its acquisition, the amount so exempted shall be chargeable to tax during the year of such

transfer or conversion.

Since long term capital gains arising under section 10(38) of the Act are not taxable, there is no

requirement for making investment under section 54EC of the Act in such cases.

1.11.6 Under section 111A of the Act, short term capital gains arising on transfer of equity share or units of equity

oriented mutual funds as specified in section 10(23D) of the Act or units of a business trust in the Company

would be taxable at 15 % (plus applicable surcharge and education cess) where such transaction of sale is

entered on a recognized stock exchange in India and STT has been paid on the same. Short term capital

gains arising from transfer of shares in the Company, other than those covered by section 111A of the Act,

would be subject to tax under the normal provisions of the Act.

1.11.7 Short term capital gains arising on sale of Equity Shares or units of equity oriented mutual fund [as

defined, which has been set up under a scheme of a mutual fund specified under section 10(23D)], is

taxable at the rate of 30% where such transaction is not subject to STT.

1.12 Under section 72(1) of the Act, where for any FY, the net result of the computation under the head “Profits

and Gains of Business or Profession” is a loss to the Company (not being a loss sustained in a speculation

business), then to the extent to which such loss cannot be set off against income from any other head of

income for the same year, it shall be eligible to be carried forward and available for set off only against

income from business under head “Profits and Gains of Business or Profession” for subsequent years. As

per section 72(3) of the Act, the loss so carried forward can be set off subject to a limit of 8 FYs

immediately succeeding the FY for which the loss was first computed. However, as per section 80 of the

Act, only a loss which has been determined in pursuance of a return filed within the due date in accordance

with the provisions of section 139(3) of the Act shall be carried forward and set off under section 72(1) of

the Act.

157

1.13 As per provisions of section 80G of the Act, the Company is entitled to claim deduction in respect of

donations made to specified organisations subject to specified limit and fulfillment of the conditions

specified in that section.

1.14 As per provisions of section 80GGB of the Act, the assesse is entitled to claim deduction amounting to

100% of any sum contributed to any political party or an electoral trust.

1.15 The tax rates mentioned above are to be increased by surcharge as under:

Taxable income Rate of Surcharge

0 – Rs. 10,000,000 0 %

Rs. 10,000,001 – Rs. 100,000,000 5%

Rs. 100,000,001 and above 10%

1.16 Further, education cess and secondary and higher education cess on the tax on total income and surcharge

at the rate of 2% and 1% respectively is payable by the Company.

2 BENEFITS AVAILABLE TO RESIDENT SHAREHOLDERS UNDER THE ACT

Special Tax Benefits

There are no special tax benefits available to the resident shareholders with regards to the investment made

in the shares of the Company. However, the shareholders are entitled to the general tax benefits which are

discussed herein below.

General Tax Benefits

2.1. Under section 10(34) of the Act, income by way of “dividends” received on the Equity Shares of the

Company is exempt from income tax in the hands of shareholders. However, the Company will be liable

to pay DDT at 15 % (plus applicable surcharge and education cess) on the total amount distributed as

dividends. As a result, no taxability arises in the hands of the shareholders in respect of dividends received

from the Indian Company. No deduction is permitted in respect of expenditure incurred by any person in

relation to income which is not chargeable to tax. The expenditure relatable to “exempt income” need to

be determined in accordance with the provisions specified in section 14A of the Act read with Rule 8D of

the Rules

2.2. Capital gains

2.2.1. Capital assets may be categorized into short term capital assets and long term capital assets, based on the

period of holding. Equity Shares held in the Company will be considered as long term capital assets if they

are held for a period exceeding 12 months. Consequently, capital gains arising on sale of such assets held

for more than 12 months are considered as "long term capital gains". Capital gains arising on sale of said

assets held for 12 months or less are considered as "short term capital gains".

2.2.2. Section 48 of the Act, prescribes the mode of computation of capital gains, and provides for deduction of

cost of acquisition / improvement and expenses incurred wholly and exclusively in connection with the

transfer of a capital asset from the sale consideration to arrive at the amount of capital gains. However,

second proviso to section 48 of the Act permits substitution of cost of acquisition / improvement with the

indexed cost of acquisition / improvement, thereby adjusting the cost of acquisition / improvement by a

CII, as prescribed. Indexed cost of acquisition means the cost of acquisition multiplied by CII of the FY in

which the asset is transferred and divided by the CII of the FY during which the asset was first held by the

tax payer.

158

2.2.3. Under section 10(38) of the Act, long term capital gains arising to a shareholder on transfer of Equity

Shares in the Company are exempt from tax, where the sale transaction has been entered into on a

recognized stock exchange of India and STT has been paid on the same. However, in case of shareholder

being a company, profits on transfer of above referred long term capital asset shall not be reduced in

computing the “book profits” for the purposes of computation of MAT under section 115 JB of the Act.

2.2.4. Under section 54EC of the Act and subject to the conditions specified therein, long term capital gains

arising on the transfer of Equity Shares of the Company would be exempt from tax if such capital gains is

invested in certain notified bonds within 6 months after the date of such transfer in specified assets, being

bonds issued by:

a) National Highway Authority of India constituted under section 3 of The National Highway Authority

of India Act, 1988;

b) Rural Electrification Corporation Limited, the company formed and registered under the Companies

Act, 1956.

The investment made in such bonds out of the above capital gains, during the financial year in which the

Equity Shares are transferred and in the subsequent financial year cannot exceed Rs.5,000,000 per

assessee.

If only part of the capital gain is so reinvested, the exemption available shall be in the same proportion as

the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term

specified asset is transferred or converted into money within 3 years from the date of its acquisition, the

amount so exempted shall be chargeable to tax during the year of such transfer or conversion.

Since long term capital gains arising under section 10(38) of the Act are not taxable, there is no

requirement for making investment under section 54EC of the Act in such cases.

2.2.5. Under section 54F of the Act and subject to the conditions specified therein, long term capital gains arising

to an individual or a HUF on transfer of Equity Shares of the Company will be exempt from capital gains

tax subject to certain conditions, if the net consideration from transfer of such shares are used for purchase

of one residential house property within a period of 1 year before or 2 years after the date on which the

transfer took place or for construction of residential house property within a period of 3 years after the date

of such transfer.

Since long term capital gains arising under section 10(38) of the Act are not taxable, there is no

requirement for making investment under section 54F of the Act in such cases.

2.2.6. Under section 112 of the Act, long term capital gains, [other than those exempt under section 10(38) of the

Act] arising on transfer of Equity Shares in the Company, would be subject to tax at a rate of 20 % (plus

applicable surcharge and education cess) after indexation or 10 % (plus applicable surcharge and education

cess) without indexation, whichever is lower.

2.2.7. Under section 111A of the Act, short term capital gains arising on transfer of Equity Share in the Company

would be taxable at 15 % (plus applicable surcharge and education cess) where such transaction of sale is

entered on a recognized stock exchange in India and STT has been paid on the same. Short term capital

gains arising from transfer of Equity Shares in the Company, other than those covered by section 111A of

the Act, would be subject to tax under the normal provisions of the Act.

2.2.8. In case of domestic corporate taxpayers, the tax rates mentioned above are to be increased by surcharge as

under:

159

Taxable income Rate of Surcharge

0 – Rs. 10,000,000 0 %

Rs. 10,000,001 – Rs. 100,000,000 5%

Rs. 100,000,001 and above 10%

2.2.9. Further, in case of domestic non-corporate taxpayer, where the taxable income of the taxpayer exceeds Rs.

10,000,000, the tax rates mentioned above are to be increased by a surcharge at the rate of 10%.

2.2.10. Additionally, education cess and secondary and higher education cess on the tax on total income and

surcharge at the rate of 2% and 1% respectively is payable by all categories of taxpayers.

2.3. Business Profits

2.3.1. Where the Equity Shares form part of stock-in-trade, any income realized from disposition of the Equity

Shares will be chargeable under the head “Profits and gains of business or profession” as per the provisions

of the Act.

2.3.2. Please note that the characterization of the gains/losses, arising from sale of Equity Shares, as capital gains

or business income would depend on the nature of holding in the hands of the shareholder and various

factors connected with the facts of the same. The nature of the Equity Shares held by the shareholder (i.e.

whether held as ‘investment’ or as ‘stock-in-trade’) is usually determined inter-alia on the basis of the

substantial nature of the transactions, the manner of maintaining books of account, the magnitude of

purchases and sales and the ratio between purchases and sales and the holding period.

2.3.3. As per section 36(1)(xv) of the Act, STT paid by the assessee in respect of the taxable securities

transactions entered into in the course of its business during the tax year will be allowable as deduction, if

the income arising from such taxable securities transactions is included in the income computed under the

head “Profits and gains of business or profession”.

2.4. Any Income received by any person for or an behalf of the New Pension System Trust established on

27/02/2008, under the Indian Trust Act, 1882 (2 of 1882) is exempt from tax and is also not subject to

DDT.

3 BENEFITS AVAILABLE TO NON-RESIDENTS (OTHER THAN FOREIGN INSTITUTIONAL

INVESTORS) UNDER THE ACT

Special Tax Benefits

There are no special tax benefits available to the non-resident shareholders with regards to the investment

made in the shares of the Company. However, the shareholders are entitled to the general tax benefits

which are discussed herein below.

General Tax Benefits

3.1. Under section 10(34) of the Act, income by way of “dividends” received on the Equity Shares of the

Company is exempt from income tax in the hands of shareholders. However, the Company will be liable

to pay DDT at 15 % (plus applicable surcharge and education cess) on the total amount distributed as

dividends. As a result, no taxability arises in the hands of the shareholders in respect of dividends received

from the Indian Company. No deduction is permitted in respect of expenditure incurred by any person in

relation to income which is not chargeable to tax. The expenditure relatable to “exempt income” need to

be determined in accordance with the provisions specified in section 14A of the Act read with Rule 8D of

the Rules.

160

3.2. Capital gains

3.2.1. Capital assets may be categorized into short term capital assets and long term capital assets, based on the

period of holding. Equity Shares held in the Company will be considered as long term capital assets if they

are held for a period exceeding 12 months. Consequently, capital gains arising on sale of such assets held

for more than 12 months are considered as "long term capital gains". Capital gains arising on sale of said

assets held for 12 months or less are considered as "short term capital gains".

3.2.2. Under section 10(38) of the Act, long term capital gains arising to a shareholder on transfer of Equity

Shares in the Company are exempt from tax, where the sale transaction has been entered into on a

recognized stock exchange of India and STT has been paid on the same. However, in case of shareholder

being a company and liable to MAT in India, profits on transfer of above referred long term capital asset

shall not be reduced in computing the “book profits” for the purposes of computation of MAT under

section 115 JB of the Act.

3.2.3. As per the amendment to Chapter VII of Finance Act (No 2) of 2004, sale of unlisted Equity Shares under

an offer for sale to the public which are included in an initial public offer and where such shares are

subsequently listed on a recognized stock exchange, the same would be covered within the ambit of

taxable securities transaction under the aforesaid Chapter. Accordingly, STT is leviable on sale of shares

under an offer for sale to the public in an initial public offer and the long term capital gains arising on

transfer of such shares would be exempt from tax as per provisions of section 10(38) of the Act.

3.2.4. Long term capital gains, not exempt under section 10(38), are to be computed in accordance with the first

proviso to section 48 of the Act, where listed securities were acquired in foreign currency by non-resident.

The capital gains arising on such a transfer need to be computed by converting the cost of acquisition,

expenditure incurred in connection with such transfer and full value of the consideration received or

accruing as a result of the transfer, into the same foreign currency in which the shares were originally

purchased. The resultant gains thereafter need to be reconverted into Indian currency. All the conversion

needs to be at the prescribed rates prevailing on dates stipulated.

Under section 112 of the Act, long term capital gains [other than those exempt under section 10(38) of the

Act] computed in accordance with the first proviso to section 48 of the Act, would be subject to tax at the

rate of 20 %(plus applicable surcharge and education cess). However, where Equity Shares of the

Company are not acquired in foreign currency, the long term capital gains would be subject to tax at the

rate of 20 % with indexation benefit.

3.2.5. Under section 54EC of the Act and subject to the conditions specified therein, long term capital gains

arising on the transfer of Equity Shares of the Company would be exempt from tax if such capital gains is

invested within 6 months after the date of such transfer in specified assets, being bonds issued by (to the

extent permitted under prevalent laws):

a) National Highway Authority of India constituted under section 3 of The National Highway Authority

of India Act, 1988;

b) Rural Electrification Corporation Limited, the company formed and registered under the Companies

Act, 1956.

The investment made in such bonds out of the above capital gains, during the financial year in which the

Equity Shares are transferred and in the subsequent financial year cannot exceed Rs.5,000,000 per

assessee.

If only part of the capital gain is so reinvested, the exemption available shall be in the same proportion as

the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term

specified asset is transferred or converted into money within 3 years from the date of its acquisition, the

amount so exempted shall be chargeable to tax during the year of such transfer or conversion.

161

Since long term capital gains arising under section 10(38) of the Act are not taxable, there is no

requirement for making investment under section 54EC of the Act in such cases.

3.2.6. Under section 54F of the Act and subject to the conditions specified therein, long term capital gains arising

to an individual or a HUF on transfer of Equity Shares of the Company will be exempt from capital gains

tax subject to certain conditions, if the net consideration from transfer of such shares are used for purchase

of one residential house property within a period of 1 year before or 2 years after the date on which the

transfer took place or for construction of residential house property within a period of 3 years after the date

of such transfer.

Since long term capital gains arising under section 10(38) of the Act are not taxable, there is no

requirement for making investment under section 54F of the Act in such cases.

3.2.7. Under section 14A of the Act read with Rule 8D of the Rules, expenditure incurred to earn an exempt

income is not allowed as deduction while determining taxable income. The quantum of such expenditure

liable for disallowance is to be computed in accordance with the provisions contained therein.

3.2.8. Under section 111A of the Act, short term capital gains arising on transfer of Equity Share in the Company

would be taxable at 15 % (plus applicable surcharge and education cess) where such transaction of sale is

entered on a recognized stock exchange in India and STT has been paid on the same. Short term capital

gains arising from transfer of Equity Shares in the Company, other than those covered by section 111A of

the Act, would be subject to tax under the normal provisions of the Act

3.2.9. In case of foreign corporate taxpayers, the tax rates mentioned above are to be increased by surcharge as

under:

Taxable income Rate of Surcharge

0 – Rs. 10,000,000 0 %

Rs. 10,000,001 – Rs. 100,000,000 2%

Rs. 100,000,001 and above 5%

3.2.10. Further, in case of foreign non-corporate taxpayer, where the taxable income of the taxpayer exceeds Rs.

10,000,000, the tax rates mentioned above are increased by a surcharge at the rate of 10%.

3.2.11. Additionally, education cess and secondary and higher education cess on the tax on total income and

surcharge at the rate of 2% and 1% respectively is payable by all categories of taxpayers.

3.3. Business Profits

3.3.1. Where the Equity Shares form part of stock-in-trade, any income realized from disposition of the Equity

Shares will be chargeable under the head “Profit and gains of business or profession” as per the provisions

of the Act.

3.3.2. Please note that the characterization of the gains/losses, arising from sale of Equity Shares, as capital gains

or business income would depend on the nature of holding in the hands of the shareholder and various

factors connected with the facts of the same. The nature of the Equity Shares held by the shareholder (i.e.

whether held as ‘investment’ or as ‘stock-in-trade’) is usually determined inter-alia on the basis of the

substantial nature of the transactions, the manner of maintaining books of account, the magnitude of

purchases and sales and the ratio between purchases and sales and the holding period.

3.3.3. As per section 36(1)(xv) of the Act, an amount equal to the STT paid by the assessee in respect of

the taxable securities transactions entered into in the course of his business during the tax year will be

162

allowable as deduction, if the income arising from such taxable securities transactions is included in the

income computed under the head “Profits and gains of business or profession”.

3.4. As per section 90(2) of the Act, provisions of the DTAA between India and the country of

residence of the non-resident would prevail over the provisions of the Act, to the extent they are more

beneficial to the non-resident. As per the amendment introduced by Finance Act, 2012, section 90(4) has

been inserted which provides that an assessee being a non-resident, shall not be entitled to claim any relief

under section 90(2) unless a certificate containing such particulars as may be prescribed, of his being a

resident in any country outside India, is obtained by him from the Government of that country or any

specified territory.

In other words, the tax payers shall be entitled to be governed by the provisions of the DTAA only when

they obtain a tax residency certificate (containing particulars as prescribed in Form 10F) from the

Government of the country of residence of such non-resident tax payer.

3.5. Special benefit available to Non-resident Indian Shareholders

Where Equity Shares of the Company have been subscribed by Non-Resident Indians

(“NRI”) i.e. an individual being a citizen of India or person of Indian origin who is not a resident, in

convertible foreign exchange, they have the option of being governed by the provisions of Chapter XIIA of

the Act, which inter alia entitles them to the following benefits:

3.5.1. Under section 115E of the Act, where the total income of a NRI includes capital gains arising from the

transfer of long term capital asset, being Equity Shares in the Company subscribed in convertible foreign

exchange, such capital gains shall be taxed at a concessional rate of 10 % (plus applicable surcharge and

education cess). The benefit of indexation would not be available.

3.5.2. Under provisions of section 115F of the Act, any long term capital gains arising from the transfer of a

foreign exchange asset arising to a NRI shall be exempt from tax if the entire net consideration is

reinvested in specified assets within 6 months of the date of the transfer. If only a part of the net

consideration is reinvested, the exemption shall be proportionately reduced. The amount so exempted shall

be chargeable to tax as “capital gains” subsequently, if the specified assets are transferred or converted into

money within 3 years from the date of their acquisition. The taxability shall arise in the year in which the

transfer or conversion, as the case may be, takes place.

3.5.3. Under the provisions of section 115G of the Act, NRI’s are not required to file a return of income under

section 139(1) of the Act, if the income chargeable under the Act consists of only investment income or

capital gains arising from the transfer of specified long term capital asset or both; arising out of assets

acquired, purchased or subscribed in convertible foreign exchange and provided tax deductible at source

has been deducted there from as per the provisions of Chapter XVII-B of the Act.

3.5.4. Under section 115H of the Act, where a person who is NRI in any tax year, becomes assessable as resident

in India in respect of total income of any subsequent year, the provisions of Chapter XII-A shall continue

to apply to him in relation to the investment income derived from any foreign exchange asset being an

assets specified under sub clause (ii), (iii), (iv) or (v) of section 115(C)(f) for that AY and for every

subsequent AY until there is transfer or conversion of such asset. For this provision to apply, NRI is

required to file a declaration along with his return of income for the AY in which he becomes assessable as

resident in India

3.5.5. Under section 115I of the Act, where a NRI opts not to be governed by the provisions of Chapter XII-A for

any AY, his total income for that AY (including income arising from investment in the Company) will be

computed and tax will be charged according to the other provisions of the Act.

163

4 BENEFITS AVAILABLE TO A FOREIGN INSTITUTIONAL INVESTOR (“FII”) UNDER THE

ACT

Special Tax Benefits

As per Section 2(14) of the Act, capital asset includes

any securities held by a FII which has invested in securities in accordance with SEBI regulations. Hence,

income earned by FII from transfer of such securities is taxable under the head “Income from Capital Gains”

only.

There are no special tax benefits available to the FII with regards to the investment made in the shares of

the Company. However, the shareholders are entitled to the general tax benefits which are discussed herein

below.

General Tax Benefits

4.1. Under section 10(34) of the Act, income by way of “dividends” received on the Equity Shares of the

Company is exempt from income tax in the hands of shareholders. However, the Company will be liable

to pay DDT at 15 % (plus applicable surcharge and education cess) on the total amount distributed as

dividends. As a result, no taxability arises in the hands of the shareholders in respect of dividends received

from the Indian Company. No deduction is permitted in respect of expenditure incurred by any person in

relation to income which is not chargeable to tax. The expenditure relatable to “exempt income” need to

be determined in accordance with the provisions specified in section 14A of the Act read with Rule 8D of

the Rules.

4.2. Capital gains

.

4.2.1. Capital assets may be categorized into short term capital assets and long term capital assets, based on the

period of holding. Equity Shares held in the Company will be considered as long term capital assets if they

are held for a period exceeding 12 months. Consequently, capital gains arising on sale of such assets held

for more than 12 months are considered as "long term capital gains". Capital gains arising on sale of said

assets held for 12 months or less are considered as "short term capital gains".

4.2.2. Under section 10(38) of the Act, long term capital gains arising to a shareholder on transfer of Equity

Shares in the Company are exempt from tax, where the sale transaction has been entered into on a

recognized stock exchange of India and STT has been paid on the same.

4.2.3. Under section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction

while determining taxable income. The quantum of such expenditure liable for disallowance is to be

computed in accordance with the provisions contained therein.

4.2.4. Under section 54EC of the Act and subject to the conditions specified therein, long term capital

gains arising on the transfer of Equity Shares of the Company would be exempt from tax if such capital

gains is invested within 6 months after the date of such transfer in specified assets, being bonds issued by

(to the extent permitted under prevalent laws):

a) National Highway Authority of India constituted under section 3 of The National Highway Authority

of India Act, 1988;

b) Rural Electrification Corporation Limited, the company formed and registered under the Companies

Act, 1956.

The investment made in such bonds out of the above capital gains, during the financial year in which the

Equity Shares are transferred and in the subsequent financial year cannot exceed Rs.5,000,000 per

assessee.

164

If only part of the capital gain is so reinvested, the exemption available shall be in the same proportion as

the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term

specified asset is transferred or converted into money within 3 years from the date of its acquisition, the

amount so exempted shall be chargeable to tax during the year of such transfer or conversion.

Since long term capital gains arising under section 10(38) of the Act are not taxable, there is no

requirement for making investment under section 54EC of the Act in such cases.

4.2.5. Under section 115AD(1)(ii) of the Act, short term capital gains on transfer of Equity Shares shall be

chargeable at 30 % or 15 % (where such transaction of sale is entered on a recognized stock exchange in

India and STT has been paid on the same), as the case may be. The above rates are to be increased by

applicable surcharge and education cess.

Under section 115AD(1)(iii) of the Act, long term capital gains arising from the transfer of Equity Shares

(in cases not covered under section 10(38) of the Act) of a Company shall be taxable at 10 % (plus

applicable surcharge and education cess). It is to be noted that the benefits of indexation and foreign

currency fluctuations are not available to FIIs.

4.2.6. In case of corporate FIIs, the tax rates mentioned above are to be increased by surcharge as under:

Taxable income Rate of Surcharge

0 – Rs. 10,000,000 0%

Rs. 10,000,001 – Rs. 100,000,000 2%

Rs. 100,000,001 and above 5%

4.2.7. Further, in case of non-corporate FIIs, where the taxable income of the taxpayer exceeds Rs. 10,000,000,

the tax rates mentioned above are increased by a surcharge at the rate of 10%.

4.2.8. Additionally, education cess and secondary and higher education cess on the tax on total income and

surcharge at the rate of 2% and 1% respectively is payable by all categories of taxpayers.

4.2.9. As per section 90(2) of the Act, provisions of the DTAA between India and the country of residence of the

FII would prevail over the provisions of the Act to the extent they are more beneficial to the FII. Where FII

treat the income realized from disposition of Equity Shares as business profits and it does not have

permanent establishment in India, such income of FII may not be subject to tax in India. As per the

amendment introduced by Finance Act, 2012, section 90(4) has been inserted which provides that an

assessee being a non-resident, shall not be entitled to claim any relief under section 90(2) unless a

certificate containing such particulars as may be prescribed, of his being a resident in any country outside

India, is obtained by him from the government of that country or any specified territory.

In other words, the tax payers shall be entitled to be governed by the provisions of the DTAA only when

they obtain a tax residency certificate (containing particulars as may be prescribed in Form 10F) from the

Government of the country of residence of such non-resident tax payer.

4.3. Tax Deduction At Source

Generally, in case of non residents, tax, (including surcharge and education cess) on the capital gains, if

any, is withheld at source by the buyer in accordance with the relevant provisions of the Act. However, no

deduction of tax is required to be made from any income by way of capital gains arising from the transfer

of securities (referred to in section 115AD of the Act) payable to FIIs.

5 BENEFITS AVAILABLE TO MUTUAL FUNDS UNDER THE ACT

165

As per the provisions of section 10(23D) of the Act, Mutual Funds registered under the Securities and

Exchange Board of India or Mutual Funds set up by Public Sector Banks or Public Financial Institutions or

authorized by the Reserve Bank of India and subject to the conditions specified therein, would be eligible

for exemption from income tax on their income. However, Mutual Funds shall be liable to pay tax on

distributed income to unit holders under section 115R of the Act.

6 BENEFITS AVAILABLE TO VENTURE CAPITAL COMPANIES/FUNDS

Under Section 10(23FB) of the Act, any income of Venture Capital Companies/Funds (set up to raise

funds for investment in venture capital undertaking) registered with the Securities and Exchange Board of

India would be exempt from income tax, subject to conditions specified therein. Venture capital

companies / funds are defined to include only those companies / funds which have been granted a

certificate of registration, before the 21st day of May, 2012, as a Venture Capital Fund or have been

granted a certificate of registration as Venture Capital Fund as a sub-category of Category I Alternative

Investment Fund. ‘Venture capital undertaking’ means a venture capital undertaking as defined in clause

(n) of regulation 2 of the Venture Capital Funds Regulations or as defined in clause (aa) of sub-regulation

(1) of regulation 2 of the Alternative Investment Funds Regulations.

As per Section 115U of the Act, any income accruing/ arising/ received by a person from his investment in

venture capital companies/ funds would be taxable in the hands of the person making an investment in the

same manner as if it were the income accruing/ arising/ received by such person had the investments been

made directly in the venture capital undertaking.

Further, as per Section 115U(5) of the Act, the income accruing or arising to or received by the venture

capital company/ funds from investments made in a venture capital undertaking if not paid or credited to a

person (who has made investments in a Venture Capital Company/ Fund) shall be deemed to have been

credited to the account of the said person on the last day of the tax year in the same proportion in which

such person would have been entitled to receive the income had it been paid in the tax year.

7 SECURITIES TRANSACTION TAX (‘STT’)

All transactions entered into on a recognised stock exchange in India will be subject to STT levied on

the transaction value at applicable rates. In case of purchase / sale of Equity Shares settled by way of

actual delivery or transfer of the Equity Shares, STT will be levied at 0.1 % on both the buyer and

seller of the Equity Shares. For sale of Equity Shares settled otherwise than by way of actual delivery

or transfer of the Equity Share, STT will be levied at 0.025 % on the seller of the Equity Share. The

STT can be claimed as deduction while computing taxable business income as per the provisions of the

Act, provided the gains on the transactions are offered to tax as business income and not as capital

gains.

8 CAPITAL LOSS

In general terms, loss arising from transfer of a capital asset in India can only be set off against capital

gains. Long term capital loss arising on sale of Equity Shares (not subjected to STT) during a year is

allowed to be set-off only against long term capital gains. A short term capital loss can be set off

against capital gains whether short term or long term. To the extent that the loss is not absorbed in the

year of transfer, it may be carried forward for a period of 8 years immediately succeeding the year for

which the loss was first determined and may be set off against the capital gains assessable for such

subsequent years. In order to carry forward capital loss as above, the investor (resident/ non-resident)

is required to file appropriate and timely returns in India.

9 DTAA BENEFITS

166

An investor has an option to be governed by the provisions of the Act or the provisions of DTAA that

India has entered into with the country of residence of the investor, whichever is more beneficial.

As per the amendment introduced by Finance Act, 2012, section 90(4) has been inserted which

provides that an assessee being a non-resident, shall not be entitled to claim any relief under section

90(2) unless a certificate containing such particulars as may be prescribed, of his being a resident in

any country outside India, is obtained by him from the Government of that country or any specified

territory.

In other words, the tax payers shall be entitled to be governed by the provisions of the DTAA only

when they obtain a tax residency certificate (containing particulars as may be prescribed) from the

Government of the country of residence of such non-resident tax payer.

10 IMPLICATIONS ON TRANSFER OF SHARES FOR NIL/INADEQUATE CONSIDERATION

UNDER THE ACT

10.1. As per section 56(2)(vii) of the Act, any property (including Equity Shares of the Company) which

in the nature of capital asset of the recipient, other than immovable property is received by an individual/

HUF:

a. without consideration, where the aggregate fair market value of such property exceeds Rs. 50,000,

then such aggregate fair market value; or

b. for a consideration which is less than the aggregate fair market value of such property by more than

Rs.50,000, then such difference between the fair market value and the actual consideration paid

would be taxable as income from other sources. However, this is not applicable where shares are received

from certain specific persons (such as relatives etc.) and/ or in specified circumstances (on occasion of

marriage etc.) as mentioned in section 56(2)(vii) of the Act.

11 BENEFITS AVAILABLE UNDER THE WEALTH-TAX ACT, 1957

Assets as defined under section 2(ea) of the Wealth tax Act, 1957 does not include shares in companies

and hence, shares are not liable to wealth tax.

12 BENEFITS AVAILABLE UNDER THE GIFT-TAX ACT, 1958

Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of

shares will not attract gift tax.

Notes:

The above Statement of Tax Benefits sets out the provisions of law in a summary manner only and is

not a complete analysis or listing of all potential tax consequences of the purchase, ownership and

disposal of Equity Shares;

The above Statement of Tax Benefits sets out the possible tax benefits available to the Company and its

shareholders under the current tax laws (i.e. Act as amended by the Finance Act 2014 and Wealth

Tax Act, 1957) presently in force in India. Several of these benefits are dependent on the Company or

its shareholders fulfilling the conditions prescribed under the relevant tax laws;

This statement is only intended to provide general information to the investors and is neither designed

nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax

consequences, the changing tax laws, each investor is advised to consult his or her/ its own tax

consultant with respect to the specific tax implications arising out of their participation in the issue;

In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further

subject to any benefits available under the DTAA, if any, between India and the country in which the

167

non-resident has fiscal domicile; and

The stated benefits will be available only to the sole/first named holder in case the shares are held by

joint shareholders.

168

LEGAL PROCEEDINGS

The Company, its Subsidiaries and Joint Ventures are, from time to time, involved in various legal proceedings in the

ordinary course of business, which involve matters pertaining to, amongst others, tax, regulatory and other disputes. The

section below describes the legal proceedings, which singly or in aggregate, could have a material adverse effect on the

Company, the relevant Subsidiary or the Joint Ventures.

Criminal Proceedings involving the Company, the Promoters and the Directors

There are various criminal proceedings pending against the Company in relation to dishonor of cheques under section

138, 141 and 142 of the Negotiable Instruments Act, 1881, along with section 420 of the Indian Penal Code, 1860,

claiming an approximate amount of ₹ 336.33 million. The Promoters and the Directors have been named as the parties in

most of these criminal proceedings. The matters are currently pending.

Litigations filed against the Company:

1. Atul Steels (the “Petitioner”) has filed a winding-up recovery petition under section 433(e), 434(1)(a) and (2) and 439

(1)(b) of the Companies Act, 1956 before the Bombay High Court, against the Company, claiming an award of ₹ 3.90

million along with the interest of 18% per annum on the principal amount as on due date of bill, on account of

defaulting in payment for the purchase order dated November 18, 2013, which comprised purchase of iron bars of

various sizes according to their requirements at the RBD Goregaon building project at Mumbai and Thane. The

matter is currently pending.

2. Timken Services Private Limited (the “Petitioner”) has filed a winding up petition under section 433 and 434 of the

Companies Act, 1956, before the Bombay High Court, against the Company, claiming an amount of ₹ 2.40 million

along with the interest of 24% per annum to be calculated from October 4, 2012 to discharge the liability that the

Company owed towards the Petitioner. The Petitioner has alleged that the Company has failed to make the payment

even after repeated service of notice. The matter is currently pending.

3. UCO Bank (the “Plaintiff”) has filed a civil suit against the Company before the Bombay High Court for specific

performance of contract in pursuance to the offer letter dated August 18, 2010 and the acceptance letter dated August

21, 2010 (“Acceptance Letter”) from the Plaintiff, for taking a certain property in Powai, Mumbai on lease for 15

years by the Plaintiff on the terms and conditions stated in the Acceptance Letter. The Plaintiff has prayed for

damages of ₹ 10 million along with the interest of 18% per annum and an issue of permanent injunction to restrain the

Company from disturbing the possession of the property in question along with directing the Company to execute and

register lease deed for a period of 15 years in accordance with the terms and conditions mentioned in the Acceptance

Letter. The matter is currently pending.

4. MITC Rolling Mills Private Limited (the “Petitioner”) has filed a winding up petition under Section 433 and 434 of

the Companies Act, 1956, before the Bombay High Court, against the Company, claiming an amount of ₹ 10 million

along with 18% interest per annum to be paid further to various purchase orders of iron bars of different sizes by the

Company. The Petitioner has alleged that the Company has failed and neglected to pay the claim amount even after

receiving several invoices from the Petitioner. The matter is currently pending.

5. Anand Gupta (the “Petitioner”) has filed a winding up petition under section 433, 434 and 439 of the Companies Act,

1956, before the Bombay High Court, against the Company, claiming an amount of ₹ 6.10 million along with the

interest of 24% per annum for the delayed period, to be paid further to various kinds of steel materials sold, supplied

and delivered to the Company. The matter is currently pending.

6. Sansui Steels Private Limited (the “Petitioner”) has filed a winding up petition under section 433, 434 and 439 of the

Companies Act, 1956, before the Bombay High Court, against the Company, claiming an amount of ₹ 0.81 million

along with the interest of 24% per annum for the delayed period from the date of the petition till the payment, further

to purchase of various kinds of steel materials from the Petitioner. The Petitioner also claims to be entitled to an

amount of ₹0.65 million being the amount in view of non-issuance of debit note to the Petitioner, along with an

interest 18% per annum. The matter is currently pending.

169

Litigations filed by the Company:

The Company has filed a writ petition before the Delhi High Court against the Union of India (“Respondent 1”) and

Central Public Works Department (“Respondent 2”) alleging that the construction of additional office complex for

Supreme Court of India, adjoining Pragati Maidan is illegal and fraudulent. Subsequently, the Company has also alleged

that the revocation and encashment of the bank guarantee is also illegal since the Respondent 2 had not given any specific

finding regarding the determination of the Contract dated July 24, 2014 between the Company and the Respondent 2. The

matter is currently pending.

Arbitration proceedings involving the Company:

1. The Company has filed a petition under section 9 of the Arbitration and Conciliation Act, 1996, before the Delhi High

Court against Sepset Properties Private Limited (“Respondent 1”) and Punjab National Bank (“Respondent 2”) for

the stay on the encashment of bank guarantees towards mobilization advance payment. The Company has prayed that

the encashment of bank guarantee issued by Respondent 2 dated October 26, 2013 for ₹ 31.6 million be stayed since

as per the letter of intent dated September 18, 2013 issued to the Company by Respondent 1 for the execution of civil

and structural work, the mobilization advance had to be recovered only after the execution of 10% of the work and

that stage has not been reached. The Delhi High Court has passed an order dated April 02, 2014 putting a stay on the

encashment of the bank guarantee in question till the next hearing. The matter is currently pending.

2. The Company and Dee Dee Infrastructure Engineering Private Limited (the “Claimants”) have initiated arbitration

proceedings against Maharashtra State Road Development Corporation (the “Respondent”) before the sole arbitrator

Mr. S.R. Tambe claiming ₹170.55 million in relation to the improvement of section from Talegaon to Shinganapur of

Nagpur Aurangabad Vaijapur Sinnar Ghoti Mumbai road to National Highway standard project. The matter is

currently pending.

Arbitration proceedings involving our Joint Ventures:

1. Supreme MBL (JV) (the “Claimant”) has initiated arbitration proceedings against National Highways Authority of

India (the “Respondent”) before the Arbitration tribunal comprising of Mr. B.K Biswas, Mr. Subir B Basu and Mr.

Gulzar Singh, claiming an amount of ₹ 75.2 million with an interest of 18% further to wrongful deductions,

non-payment of increase in royalty and non-payment of construction cost in relation to the work of rehabilitation and

up-gradation of Chitradurga section (Western Transport Corridor Tumkur Haveri National Highway 4). The matter is

currently pending.

2. HGCL Niraj Supreme Infrastructure Private Limited (the “Claimant”) has initiated arbitration proceedings against

the Chief Engineer, Punjab Public Welfare Department (Buildings & Roads) (the “Respondent”) before the Arbitral

Tribunal of Mr. M.K. Agarwal, Mr. B.P. Kukrety and Mr. G.S.Mann, claiming ₹358.01 million further to the

construction of four laning of road along Sidhwan Canal with flyovers, underpass, railway overbridge and canal

lining (Doraha to Ludhiana Ferozepur Road) through the agreement dated March 17, 2010 signed between the

Claimant and the Respondent. The matter is currently pending.

Litigation involving our Subsidiaries:

Mr. Shashikant Changede (the “Petitioner”) has filed a public interest litigation against Supreme Ahmednagar Kopargaon

Tollways Private Limited (“Respondent 1”), M/s Ram infrastructure Limited (“Respondent 2”), Chief Secretary,

Government of Maharashtra (“Respondent 3”) and others, before the Bombay High Court alleging that the allotment of

work of construction of four laning of Kopergaon-Ahmednagar road (“Work”) in favour of the Respondent 2 and the

subsequent allotment to Respondent 1, was illegal. The Petitioner has prayed for an injunction restraining the Respondent

1 from executing the toll operations in respect of the said Work along with the issuance of a writ of mandamus directing

the Respondent 3 to investigate the alleged irregularities. The matter is currently pending.

Litigation or legal action pending or taken by any ministry or department of the Government or a statutory

authority against the Promoters during last three years:

There are no litigation or legal actions which are pending or has been taken by any ministry or department of the

Government or a statutory authority against the Promoters of the Company during last three years.

170

Litigations involving our Promoters and Directors:

Mr. Bhawanishankar Sharma (the “Appellant”) has filed an appeal against the Mumbai Municipal Corporation of Greater

Mumbai and the Assistant Assessor and Collector (collectively the “Respondents”) before the Court of Small Causes at

Bombay, alleging that the ratable value of ₹ 2.1 million of a certain property fixed by the investigating officers of the

Respondent with effect from April 01, 2006 is a mistake in calculation. Also the Appellant has denied not paying the

mentioned amount as alleged by the investigating officers of the Respondent in the order dated December 15, 2010. The

matter is currently pending.

Proceedings involving our Directors in the past:

SEBI, vide its order dated July 16, 2008 had initiated adjudication proceedings against Mr. Pramod Kasat for allegedly

violating the provisions of Regulation 13(2) and 13(4) of the SEBI (Prohibition of Insider Trading) Regulations, 1992, in

respect of his trades in the scrip of Shilpa Medicare Limited. Mr. Pramod Kasat made an application for settlement. The

amount of settlement was decided to be ₹ 0.15 million and the same was remitted and the proceedings were disposed off

vide SEBI order dated November 30, 2009.

Our Director, Mr. Vinod Agarwala had been debarred/ restrained from associating with/ accessing capital markets/

intermediaries from July 19, 1999 to July 18, 2004. Further, he had been debarred/ restrained from buying/ selling/

dealing/ initial public offerings in securities/ specified scrips directly/ indirectly from July 19, 1999 to July 18, 2004.

Further, Mr. Vinod Agarwala was a member of the board of Vipul Securities Limited, which has been identified as a

vanishing company.

Notices issued/received by the Company, its Subsidiaries and Joint Ventures:

1. The Company, vide its letter dated December 29, 2011 to Sadbhav Engineering Limited, has claimed an amount of ₹

395.9 million towards the idling charges of the manpower, machineries, plant and administrative charges along with

the extended stay compensation with 18% interest per annum payable till the settlement of the payment, arising from

the work involved in improving and widening the part of the highway of Vadpe Gonde section of National Highway

3 in Maharashtra.

2. The Company has received a legal notice dated May 16, 2014 under section 433 and 434 of the Companies Act, 2013,

for winding up of the Company, from M/s Raj Kumar Jai Kumar Jain, claiming an amount of ₹1.69 million along

with an interest of 24%, on account of delay in the repayment of the mentioned amount further to the supply of iron

and steel materials to the Company.

3. Supreme Infra Projects Private Limited (the “Claimant”), vide its letter dated February 16, 2013 to Executive

Engineer, Punjab Public Welfare Department (Buildings & Roads) has made a claim of ₹ 787.96 million on account

of additional financial liabilities borne by the Claimant in order to ensure the timely completion of the up-gradation,

operation and maintenance of Patiala Nabha Malerkotla Road on BOT basis further to the concession agreement

dated July 14, 2011.

Inquiries, inspections or investigations under Companies Act in the last three years against the Company, its

Subsidiaries and Joint Ventures:

Except as described below there were no inquiries, inspections or investigations under Companies Act in the last three

years against the Company, its Subsidiaries and Joint Ventures.

Rudranee Infrastructure Limited

Rudranee Infrastructure Limited (“Rudranee”), a subsidiary of the Company has been prosecuted under sections 162 and

220(3) of the Companies Act, 1956 and a penalty of ₹ 3,000 has been imposed by Judicial Magistrate First Class, Pune for

default in filing of annual returns and default in filing of copies of balance sheet, etc. with the registrar under sections 159

and 220 of the Companies Act, 1956, respectively.

Defaults in respect of dues payable:

1. Indian Overseas Bank (“IOB”) issued a notice dated December 29, 2014 (“Notice”) to Mr. Bhawanishankar Sharma,

171

Promoter of the Company under the sub-section (2) of section 13 of the Securitisation and Reconstruction of

Financial Assets and Enforcement of Security Interest Act, 2002, invoking the bank guarantee provided by Mr.

Bhawanishankar Sharma, further to default committed by the Company in repayment of the loan of ₹ 250 million

availed from IOB. IOB, vide the Notice requested Mr. Bhawanishankar Sharma to repay the outstanding amount of ₹

234.31 million together with further interest of base rate plus 2.75% per annum with quarterly rest within 60 days

from the date of the Notice.

2. As of December 31, 2014 following is the outstanding default in relation to the statutory dues payable by the

company:

Sr. No. Details Amount Involved ( ₹ in million.)*

1. Tax Deduction at Source 33.90

2. Service Tax 8.50

3. Provident Fund 16.98

4. Professional Tax 2.57

5. ESIC 3.19

*These defaults are subsisting as on the date of this Preliminary Placement Document

3. As of December 31, 2014 following is the outstanding default in relation to the any defaults in repayment of loans

from any bank or financial institution (including interest thereon):

S. No. Name of bank/financial institution Total amount ( ₹ in million) Duration of Defaults as on

December 31, 2014 (days)*

1 State Bank of Patiala 33.85 61

2 Union Bank of India 28.25 61

3 ICICI Bank Limited 2.08 61

4 L & T Infrastructure Finance Company

Ltd.

50.90 91

5 SREI Infrastructure Finance Company

Limited

44.36 61

6 SREI Equipment Finance Co. Limited 28.40 31

7 Indian Overseas Bank 72.70 181

8 HDFC Bank Limited 6.40 61

9 The Saraswat Co-operative Bank

Limited

1.00 61

10 L & T Finance Limited 16.48 151

*These defaults are subsisting as on the date of this Preliminary Placement Document

Material frauds committed against the Company

The Company has confirmed that there have not been any material frauds against the Company in the last three years.

172

STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants, and M/s. Shah & Kathariya, Chartered Accountants, are our

current joint statutory auditors as required by the Companies Act and in accordance with the guidelines issued by the

ICAI have audited the consolidated financial statements as of and for the years ended March 31, 2014, 2013 and 2012

and whose audit reports are included in this Preliminary Placement Document and have performed limited review of the

unaudited reviewed standalone financial statements of the Company as of and for the six month period ended September

30, 2014 and whose limited review report in relation to such financial statements has been included in this Preliminary

Placement Document.

173

GENERAL INFORMATION

1. The Company was incorporated on April 8, 1983 under the Companies Act, 1956 as Supreme

Asphalts Private Limited. Pursuant to fresh certificate of incorporation dated April 10, 2002, the

name of the Company changed to Supreme Infrastructure India Private Limited and subsequently

vide fresh certificate of incorporation dated August 13, 2005, the name of the Company changed to

Supreme Infrastructure India Limited. The registered and corporate office of the Company is located

at Supreme House, Plot No 94/C, Pratap Gadh, Opp IIT Main Gate, Powai, Mumbai and the CIN of

the Company is L74999MH1983PLC029752.

2. As on the date of this Preliminary Placement Document the authorized share capital of the Company

is ₹ 500 million comprising 30,000,000 Equity Shares and 20,000,000, 1% non cumulative

redeemable preference shares of ₹ 10 each and the issued subscribed and paid up capital of the

Company is ₹ 220.92 million comprising 22,092,087 Equity Shares.

3. The Equity Shares of the Company are listed on the BSE and the NSE.

4. This Issue was authorised and approved by the Board of Directors on August 14, 2014 and approved

by the shareholders through a special resolution at the Annual General Meeting of the Company on

September 12, 2014.

5. We have received in-principle approvals to list the Equity Shares to be issued pursuant to this Issue,

from each of the BSE and the NSE on January 20, 2015.

6. For the main objects of the Company, please refer to Memorandum of Association. Copies of our

Memorandum and Articles of Association will be available for inspection between 3 pm to 5 pm on

any weekday (except Saturdays, Sundays and public holidays) at our Registered Office.

7. There has been no material change in our financial or trading position since March 31, 2014, the

date of the last published audited financial statements prepared in accordance with Indian GAAP

included in this Preliminary Placement Document, except as disclosed herein.

8. M/s Walker Chandiok & Co LLP, Chartered Accountants, and M/s. Shah & Kathariya, Chartered

Accountants, have jointly audited the financial statements as of and for the years ended March 31,

2014, 2013 and 2012 and have performed limited review of the unaudited reviewed standalone

financial statements of the Company as of and for the six month period ended September 30, 2014.

9. Except as disclosed in this Preliminary Placement Document, there are no litigation or arbitration

proceedings against or affecting us, or our assets or revenues, nor are we aware of any pending or

threatened litigation or arbitration proceedings, which are or might be material in the context of this

Issue.

10. We confirm that we are in compliance with the minimum public shareholding requirements as

specified in the SCRR.

11. The Floor Price is ₹ 277.39 per Equity Share, calculated in accordance with the provisions of

Chapter VIII of the SEBI Regulations, as reported by Walker Chandiok & Co LLP, Chartered

Accountants, and M/s. Shah & Kathariya, Chartered Accountants.

12. The Company and Book Running Lead Managers accept no responsibility for statements made

otherwise than in this Preliminary Placement Document and anyone placing reliance on any other

source of information, including our website, would be doing it at his or her own risk.

174

FINANCIAL STATEMENTS

Financial Statements Page No.

Limited review report and unaudited reviewed standalone financials for the

six months period ended September 30, 2014

F-1 to F-4

Report and audited consolidated financial statements for the year ended

March 31, 2014

F-5 to F-33

Report and audited consolidated financial statements for the year ended

March 31, 2013

F-34 to F-60

Report and audited consolidated financial statements for the year ended

March 31, 2012

F-61 to F-87

F - 1

F - 2

F - 3

F - 4

F - 5

Independent AudItors’ report

To the Board of Directors of Supreme Infrastructure India Limited

1. We have audited the accompanying consolidated financial statements of Supreme Infrastructure India Limited, (“the Company”) and its subsidiaries and associates (hereinafter collectively referred to as the “Group”), which comprise the consolidated Balance Sheet as at 31 March 2014, and the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

2. Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on the financial statements of the subsidiaries and associates as noted below, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at 31 March 2014;

ii) in the case of the consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the consolidated Cash Flow Statement, of

the cash flows for the year ended on that date.

Other Matter

7. We did not audit the financial statements of certain subsidiaries and associates included in the consolidated financial statements, whose financial statements reflect total assets (after eliminating intra-group transactions) of `6,951,283,274 as at 31 March 2014; total revenues (after eliminating intra-group transactions) of ` Nil and net cash flows aggregating to ` 175,395,278 for the year then ended. These financial statements have been audited by other auditors whose audit reports have been furnished to us by the management, and our audit opinion on the consolidated financial statements of the Group for the year then ended to the extent they relate to the financial statements not audited by us as stated in this paragraph is based solely on the audit reports of the other auditors. Our opinion is not qualified in respect of this matter.

For Walker Chandiok & Co LLP For Shah & Kathariya (formerly Walker, Chandiok & Co) Chartered AccountantsChartered Accountants Firm Registration No: 115171WFirm Registration No: 001076N

per Amyn Jassani per Ronak DharnidharkaPartner PartnerMembership No: F -46447 Membership No: 141555

Place: Mumbai Place: MumbaiDate: 30 May 2014 Date: 30 May 2014

ANNUAL REPORT 2013-1481

F - 6

ConsolIdAted BAlAnCe sheetas at 31 March 2014

Amounts in `Notes As at

31 March 2014 As at

31 March 2013

Equity and liabilitiesShareholders' fundsShare capital 2 254,469,610 221,919,610 Reserves and surplus 3 7,135,891,543 5,827,716,022 Convertible warrants [Refer note 2(h)] 92,500,000 - 7,482,861,153 6,049,635,632 Minority interest 817,833,046 833,578,687 Non-current liabilitiesLong-term borrowings 4 20,067,285,843 14,235,206,249 Deferred tax liability (net) 5 9,586,223 111,435,923 Long-term provisions 6 141,753,378 42,293,667

20,218,625,444 14,388,935,839 Current liabilitiesShort-term borrowings 7 8,429,534,781 7,264,224,958 Trade payables 8 2,979,318,286 3,419,142,524 Other current liabilities 9 6,107,388,719 4,815,116,722 Short-term provisions 6 459,419,690 130,970,525

17,975,661,476 15,629,454,729 Total 46,494,981,119 36,901,604,887 AssetsNon-current assetsFixed assetsTangible assets 10 3,103,774,954 3,274,890,233 Intangible Assets 11 9,782,965,399 7,661,293,010 Capital work-in-progress - 31,306,922 Intangible assets under development 15,637,475,212 7,925,698,106 Non-current investments 12 861,309,336 863,679,798 Deferred tax assets (net) 13 14,812,251 - Long-term loans and advances 14 203,572,974 190,929,132 Other non-current assets 15 1,554,457 19,767,885

29,605,464,583 19,967,565,086 Current assetsCurrent investments 16 19,034,743 118,839,339 Inventories 17 2,445,333,213 2,302,748,915 Trade receivables 18 9,250,681,650 8,396,002,606 Cash and bank balances 19 1,422,596,529 1,988,937,384 Short-term loans and advances 14 3,751,870,401 4,127,511,557

16,889,516,536 16,934,039,801 Total 46,494,981,119 36,901,604,887

Notes 1 to 43 form an integral part of these financial statements This is the balance sheet referred to in our report of even date For Walker Chandiok & Co LLP For Shah & Kathariya For and on behalf of the Board of Directors (formerly Walker, Chandiok & Co) Chartered Accountants Chartered Accountants Amyn Jassani Ronak Dharnidharka B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 30 May 2014 Date : 30 May 2014 Date : 30 May 2014

SUPREME INFRASTRUCTURE INDIA LIMITED 82

F - 7

ConsolIdAted stAtement of profIt And lossfor the year ended 31 March 2014

Amounts in `Notes Year ended

31 March 2014 Year ended

31 March 2013

Revenue

Revenue from operations 20 25,822,572,373 23,328,761,868

Other income 21 82,169,140 54,181,915

Total 25,904,741,513 23,382,943,783

Expenses

Material consumed and contractor costs 22 19,575,973,287 18,781,914,579

Changes in work-in-progress 23 (5,814,173) (125,695,719)

Employee benefit expense 24 812,854,519 558,966,445

Finance costs 25 2,442,928,250 1,656,932,153

Depreciation and amortisation 26 767,110,467 532,805,016

Other expenses 27 941,420,473 469,192,503

Total 24,534,472,823 21,874,114,977

Profit before tax, minority interest and share of profit/(loss) of associate 1,370,268,690 1,508,828,806

Tax expense

Current tax (710,998,167) (504,931,827)

Deferred tax credit/(charge) 116,661,951 (1,610,142)

Tax adjustment for earlier years - (24,363,970)

Profit before minority interest and share of profit/(loss) of associate 775,932,474 977,922,867

Share of profit/(loss) of associate - (54,667)

Less : Share of profit/(loss) of minority interest 15,745,641 23,769,514

Net profit for the year 791,678,115 1,001,637,714

Earnings per equity share (Face value of ` 10 each) 28

Basic 44.74 59.81

Diluted 43.36 59.81

Notes 1 to 43 form an integral part of these financial statements This is the statement of profit and loss referred to in our report of even date For Walker Chandiok & Co LLP For Shah & Kathariya For and on behalf of the Board of Directors (formerly Walker, Chandiok & Co) Chartered Accountants Chartered Accountants Amyn Jassani Ronak Dharnidharka B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 30 May 2014 Date : 30 May 2014 Date : 30 May 2014

ANNUAL REPORT 2013-1483

F - 8

ConsolIdAted CAsh flow stAtementfor the year ended 31 March 2014

Amounts in ` Year ended

31 March 2014 Year ended

31 March 2013

A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 1,370,268,690 1,508,828,806

Adjustment for:

Depreciation and amortisation 767,110,467 532,806,017

Provision for resurfacing expenses 63,316,196 17,406,844

Provision for doubtful advances 12,600,000 -

Provision for doubtful debts 270,300,000 30,150,000

Provision for diminution in value of investment 2,300,000 -

Profit on redemption of mutual funds (3,309,967) 3,481,632

Interest income (67,596,900) (50,498,743)

Dividend income (2,272,837) (91,138)

Interest expenses 2,442,928,250 1,656,932,152

Operating profit before working capital changes 4,855,643,899 3,699,015,570

Adjustment for:

Increase in trade and other payables 445,486,104 1,251,886,119

Increase in inventories (142,584,298) (335,649,921)

Increase in trade receivables (1,124,979,044) (2,418,261,715)

Decrease in non current assets 18,213,428 27,156,053

Decrease / (Increase) in loans and advances 430,216,441 (705,726,947)

Cash generated from operating activities 4,481,996,530 1,518,419,160

Income taxes paid (380,962,264) (591,742,346)

Net cash generated from operating activities 4,101,034,266 926,676,814

B. CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of tangible assets (11,068,029,744) (7,250,834,429)

(including capital work in progress and intangible assets under development)

Investments in shares/ debentures/ mutual funds (40,046,510) (869,967,208)

Sale of investment 109,031,535 37,081,632

Interest received 67,596,900 50,498,743

Dividends received 2,272,837 91,138

Net investments in bank deposits (having original maturity of more than three months) 31,852,601 (370,580,798)

Net cash used in investing activities (10,897,322,381) (8,403,710,922)

SUPREME INFRASTRUCTURE INDIA LIMITED 84

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ConsolIdAted CAsh flow stAtementfor the year ended 31 March 2014

For Walker Chandiok & Co LLP For Shah & Kathariya For and on behalf of the Board of Directors (formerly Walker, Chandiok & Co) Chartered Accountants Chartered Accountants Amyn Jassani Ronak Dharnidharka B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 30 May 2014 Date : 30 May 2014 Date : 30 May 2014

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceed from issue of equity shares 618,800,000 1,033,293,700

Proceeds from issue of convertible warrants 92,500,000 -

Proceed from issue of preference shares - 1,091,453,380

Proceeds from borrowings 9,126,847,604 8,543,188,930

Repayment of borrowings (1,398,904,567) (1,097,269,211)

Interest paid (2,138,036,622) (1,656,932,152)

Dividends paid (including dividend tax) (39,406,553) (23,882,210)

Net cash generated from financing activities 6,261,799,862 7,889,852,437

Net increase/(decrease) in cash and cash equivalents (534,488,253) 412,818,329

Cash and cash equivalents as at the beginning of the year 822,917,927 410,099,598

Cash and cash equivalents as at the end of the year (Also refer note 19) 288,429,674 822,917,927

Notes :

a) All figures in bracket are outflow

b) Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.

c) Cash and cash equivalent is cash and bank balance as per balance sheet including fixed deposits as the original maturity of the same is within three months.

d) The cash flow statement has been prepared under indirect method as per the Accounting Standard 3 ‘Cash Flow Statement’ issued by the Institute of Chartered Accountants of India.

This is the consolidated cash flow statement referred to in our report of even date

Amounts in ` Year ended

31 March 2014 Year ended

31 March 2013

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1 Basis of Preparation The financial statements have been prepared to comply in all material respects with the notified accounting standards by the

Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 2013 (to the extent notified) and the Companies Act, 1956 (to the extent applicable) and guidelines issued by the Securities and Exchange Board of India (SEBI). The financial statements are prepared under the historical cost convention, on an accrual basis of accounting. The accounting policies applied are consistent with those used in the previous year.

All assets and liabilities have been classified as current or non-current, wherever applicable as per the operating cycle of the Company as per the guidance as set out in the Revised Schedule VI to the Companies Act, 1956.

a. Principles of Consolidation (i) The consolidated financial statements of the group have been prepared in accordance with the Accounting Standard

(‘AS’) 21, ‘Consolidated Financial Statements’ and AS 23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements’ notified by the companies (Accounting Standards) Rules 2006 (as amended).

(ii) The consolidated financial statements have been prepared using uniform accounting policies for the like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company’s separate financial statements.

(iii) The financial statement of the Company and its subsidiaries have been consolidated on a line to line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating all intra group transactions, balances and unrealised surpluses and deficit on transactions (also refer point no. iv below) .

(iv) The Build, Operate and Transfer (BOT) contracts are governed by service concession agreements with government authorities (grantor). Under these agreements, the operator does not own the road, but gets “toll collection rights” against the construction services rendered. Since the construction revenue earned by the operator is considered as exchanged with the grantor against toll collection rights, profit from such contracts is considered as realized. Accordingly, BOT contracts awarded to group companies (operator), where the work is subcontracted to holding company, the intra group transactions on BOT contracts and profits arising thereon are taken as realised and not eliminated.

(v) The excess of the cost to the Company of its investment in a subsidiary companies over its share of the equity of the subsidiary companies at the dates on which the investment in the subsidiary companies are made, is recognised as ‘Goodwill’ being an asset in the consolidated financial statements and recognized separately as an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the date of investment is in excess of cost of investment of the Company, it is recognised as ‘Capital Reserve’ and shown under the head ‘Reserves and Surplus’, in the consolidated financial statements.

(vi) Goodwill arising out of acquisition of subsidiary company is not amortized and is tested for impairment.

(vii) Minority interest in the net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separately from liabilities and equity of the company’s shareholders. Minority interest in the net assets of consolidated subsidiaries consists of :

(a) The amount of equity attributed to minority at the date on which investment in a subsidiary relationship came into existence.

(b) The minority share of movement in equity since the date parent subsidiary relationship came into existence.

(c) Minority interest share of net profit/(loss) of consolidated subsidiaries for the year is identified and adjusted against the profit after tax of the group.

b. Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of financial statements and the reported amount of revenue and expenses during the reporting year. Key estimates include estimate of useful life of fixed assets, unbilled revenue, income tax and future obligations under employee retirement benefit plans. Actual results could differ from those estimates. Any revision to accounting estimates will be recognized prospectively in the current and future periods.

c. Fixed assets Fixed assets are stated at cost of acquisition, less accumulated depreciation. Cost includes inward freight, duties, taxes, and

incidental expenses related to acquisition and installation up to the point the asset is ready for its intended use. Capital work in progress represents expenditure incurred in respect of capital projects under development and are carried at cost. Cost includes related acquisition expenses, construction cost, borrowing costs capitalized and other direct expenditure.

Intangible Assets Toll Collection Rights :-Intangibles are stated at cost, less accumulated amortization and impairment losses, if any. Expenditure

related to and incurred during implementation of project are included under “Intangible Assets under Development”. The same

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SUPREME INFRASTRUCTURE INDIA LIMITED 86

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summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

will be transferred to the respective intangible assets on completion of project. Intangible assets also includes software which are not integral part of the hardware are stated at cost less accumulated amortisation. Costs for toll collection rights awarded against construction service by the grantor on BOT basis include direct and indirect expenses on construction of roads, bridges, culverts etc. and infrastructure at the toll plazas.

d. Depreciation Depreciation on assets, other than pantoon, shuttering materials and truss, is provided on written down value method, pro

rata from the period of use of assets, at the rates stipulated in Schedule XIV of the Companies Act, 1956. Pantoon, shuttering material and truss are depreciated over the period of 5 years based on the management’s estimate of useful life of the asset. Individual assets costing less than ` 5,000 are depreciated in full in the year they are put to use. The cost of leasehold land is not amortised as these are perpetual lease.

Amortisation Toll Collection Rights are amortised over the period of concession, using revenue based amortisation as prescribed in the

Schedule XIV to the Companies Act, 1956. Under this methodology, the carrying value of the rights is amortised in the proportion of actual toll revenue for the year to projected revenue for the balance toll period, to reflect the pattern in which the assets economic benefits will be consumed. At each balance sheet date, the projected revenue for the balance toll period is reviewed by the mangement. If there is any change in the projected revenue from previous estimates, the amortisation of toll collection rights is changed prospectively to reflect any changes in the estimates.

e. Impairment of assets The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/

external factors. An impairment loss is recognized in the statement of profit and loss whenever the carrying amount of an asset or a cash generating unit exceeds its recoverable amount. The recoverable amount of the assets (or where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling price and its value in use.

f. Borrowing costs Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial period of time

to get ready for its intended use are added to the cost of such asset to the extent they relate to the period till such assets are ready to be put to use. Costs incurred in raising funds are amortised equally over the period for which the funds are acquired. Other borrowing costs are charged to Statement of Profit and Loss in the year in which it is accrued.

g. Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments.

All other investments are classified as long-term investments. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of the investments. Current investments are carried at lower of cost and net realizable value determined on an individual investment basis.

h. Inventories Inventory of construction materials is stated at lower of cost and net realizable value. Cost is determined on first-in-first-out basis.

i. Employee benefits (i) Defined Contribution Plan The Group makes contribution to statutory provident fund in accordance with Employees Provident Fund and

Miscellaneous Provisions Act, 1952 and Employee State Insurance Fund in accordance with Employees State Insurance Corporation Act, 1948 which are defined contribution plans and contribution paid or payable is recognised as an expense in the period in which services are rendered by the employee.

(ii) Defined Benefit Plan Gratuity is a post employment benefit and is in the nature of a defined benefit plan. The liability recognised in the balance

sheet in respect of gratuity is the present value of the defined benefit/ obligation at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit/ obligation is calculated at or near the balance sheet date by an independent actuary using the projected unit credit method.

Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged or credited to the Statement of Profit and Loss in the year to which such gains or losses relate.

(iii) Other employee benefits The employees of the company are also entitled for Leave availment and Encashment as per the company’s policy.

The liability for Leave Entitlement is provided on the basis of valuation, as at Balance Sheet date, carried out by an independent actuary. The actuarial valuation method used for measuring the liability is the Projected Unit Credit method. Termination benefits are recognised as an expense as and when incurred.Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss as income or expense.

ANNUAL REPORT 2013-1487

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j. Revenue recognition (i) Revenue from construction contracts The Group follows the percentage completion method, on the basis of physical measurement of work actually completed

at the balance sheet date, taking into account the contractual price and revision thereto by estimating total revenue and total cost till completion of the contract and the profit so determined has been accounted for proportionate to the percentage of the actual work done. Unbilled work-in-progress related to project works is valued at cost or estimated net realisable value, whichever is lower, till such time the outcome of the related project is ascertained realibly and at contract rates thereafter. Foreseeable losses are accounted for as and when they are determined except to the extent they are expected to be recovered through claims presented.

(ii) Revenue from joint venture contracts a. Contracts executed in Joint Venture under work sharing arrangement (consortium) are accounted in accordance

with the accounting policy followed by the Group for an independent contract to the extent work is executed.

b. In respect of contracts executed in Integrated Joint Ventures under profit sharing arrangement, the services rendered to the Joint Ventures are accounted as income on accrual basis. The profit / loss is accounted for, as and when it is determined by the Joint Venture and the net investment in the Joint Venture is reflected as investments, loans and advances or current liabilities.

(iii) Income from Toll Contracts The net income from toll contracts on BOT basis are recognized on actual collection of toll revenue.

(iv) Dividend is recognized when the right to receive the payment is established.

(v) Interest and other income are accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted for on receipt basis.

k. Leases Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as

operating leases. Lease payments under operating lease are recognised as an expense in the Statement of Profit and Loss on a straight line basis over the lease term.

l. Foreign currency transactions Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Monetary

assets and liabilities are translated at the year-end rate. Gains or losses arising out of remittance/translations at the year-end are credited / debited to the Statement of Profit and Loss except in cases of long term foreign currency monetary items where they relate to acquisition of fixed assets in which case they are adjusted to the carrying cost of such assets.

m. Cash and cash equivalents Cash and cash equivalents for purpose of the cash flow statements comprise cash at bank and in hand and short term

investments with an orignal maturity of three months or less.

n. Resurfacing expenses Resurfacing costs are recognised and measured in accordance with AS 29 “Provisions, Contingent Liabilities and Contingent

Assets” i.e. at the best estimate of the expenditure required to settle the present obligation at each balance sheet date.

o. Segment reporting Identification of segments The Group’s operating businesses are organised and managed separately taking into account the nature of the products, the

differing risks and returns, the organisation structure and internal reporting system.

Unallocated items Unallocated items include general corporate income and expense items which are not allocated to any business segment.

Segment accounting policies The Group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting

the financial statements of the company as a whole.

p. Taxation Provision for current tax is recognized based on the estimated tax liability computed after taking credit for allowances and

exemptions in accordance with the Income Tax Act, 1961. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences between the financial statements’ carrying amounts of existing assets and

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

SUPREME INFRASTRUCTURE INDIA LIMITED 88

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liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates or tax rates that are substantively enacted at the Balance Sheet dates. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment date. Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realization in the future. Such assets are reviewed at each Balance Sheet date to reassess realization.Timing differences originating and reversing during the tax holiday period are not considered for the purposes of computing deferred tax assets and liabilities.

q. Earnings per share Basic earnings per share is calculated by dividing the net profit or loss after tax for the year attributable to equity shareholders by

the weighted average number of equity shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential equity shares.

r. Provisions and Contingent liabilities A provision is recognized when the Group has a present obligation as a result of past events and it is probable that an outflow of

resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to thier present value and are determined based on management’s estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates. Provisions are recognized in the financial statements in respect of present probable obligations, for amounts which can be reliably estimated. Contingent Liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Group.

Amounts in `

Number As at

31 March 2014

Number As at

31 March 2013

2 Share capitalAuthorised share capitalEquity shares of `10 each 30,000,000 300,000,000 30,000,000 300,000,000 1% Non cumulative redeemable preference shares of ` 10 each 20,000,000 200,000,000 20,000,000 200,000,000

50,000,000 500,000,000 50,000,000 500,000,000 Issued, subscribed and fully paid upEquity shares of `10 each 20,092,087 200,920,870 16,742,087 167,420,870 1% Non cumulative redeemable preference shares of `10 each [Also, refer note (d) below] 2,500,000 25,000,000 2,500,000 25,000,000 Preference shares issued by subsidiary companies0.001% Compulsorily Convertible Cumulative Participatory Preference shares of ` 10 each [Refer note (g) and (j) below] 2,854,874 28,548,740 2,949,874 29,498,740 Total 25,446,961 254,469,610 22,191,961 221,919,610

a) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period

Balance at the beginning of the year 16,742,087 167,420,870 16,742,087 167,420,870 Add : Issued during the year (Refer note below) 3,350,000 33,500,000 - - Balance at the end of the year 20,092,087 200,920,870 16,742,087 167,420,870

During the year, the Company has issued 3,350,000 Equity Shares of face value of ` 10 each at a premium of ` 175 per share, pursuant to the resolutions passed by the Shareholders during Extra Ordinary General Meetings held on 13 December 2013, the pricing of the issue has been determined as per the SEBI guidelines.

b) Reconciliation of preference shares outstanding at the beginning and at the end of the reporting period

Balance at the beginning of the year 2,500,000 25,000,000 2,500,000 25,000,000

Add : Issued during the year - - - - Balance at the end of the year 2,500,000 25,000,000 2,500,000 25,000,000

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-1489

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c) Terms/rights attached to equity shares The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled

to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensusing Annual General Meeting, except interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) Rights, preferences, restrictions & conversion terms attached to preference shares The Company had, on 13 May 2011, alloted 2,500,000 non cumulative, non convertible, redeemable preference shares of ` 10 each

at a premium of ̀ 90 per share to BHS Housing Private Limited (allotee). The Preference Shares shall be redeemable at any time after the expiry of two years but before the expiry of ten years from the date of allotment redeemable at a premium of ` 90 per share.

These Preference Shares carry preferential right of dividend at the rate of 1%. The holders of Preference Shares have no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances. On a distribution of assets of the Company, on a winding-up or other return of capital (subject to certain exceptions), the holders of Preference Shares have priority over the holders of Equity Shares to receive the capital paid up on those shares.

e) Shareholders holding more than 5% of the shares in the Company as at balance sheet date

Number

% Shareholding

Number

% Shareholding

Equity shares of `10 eachBhawanishankar H Sharma 3,699,000 18% 3,699,000 22%Vikram B Sharma 3,015,832 15% 2,927,000 17%Vikas B Sharma 1,800,000 9% 1,800,000 11%Kitara PIIN 1101 1,650,000 8% 1,650,000 10%BHS Housing Private Limited 1,350,000 7% - - Preference shares of `10 eachBHS Housing Private Limited 2,500,000 100% 2,500,000 100%

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

f) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the date 31, March 2014.

The Company has not issued any bonus shares, shares issued for consideration other than cash and nor has there been any buy back of shares during five years immediately preceding 31 March 2014.

g) During the previous year ended 31 March 2013, Supreme Infrastructure BOT Holdings Private Limited, a subsidiary company

had issued 2,949,874 0.001% Compulsorily Convertible Cumulative Participatory Preference shares of `10 each which shall be convertible into maximum of 2,949,874 Equity Shares at such times and such manner as specified in the investment agreement.

h) During the year, the Company has issued 2,000,000 Warrants to BHS Housing Private Limited with a right exercise by the Warrant Holder to subscribe for one equity share of ` 10 each per Warrant for cash at an exercise price of ` 185 each. An amount equivalent to 25% of the exercise price of the equity shares arising out of the Warrants i.e. ` 46.25 per Warrant is paid on the application for the Warrants will be kept by the Company as application money to be adjusted and appropriated against the price of the equity shares payable by the Warrant Holder at the time of exercising the option. The balance of 75% of the exercise price of the equity shares arising out of the Warrants i.e. ` 138.75 per Warrant shall be paid at the time of exercise of Warrant to acquire the equity shares. The option to acquire the equity shares shall be exercised by the Warrant Holder in one or more tranches within the period of 18 months from the date of allotment of Warrants i.e. 13 December 2013. In the event the Warrant Holder does not exercise the option under the Warrants on or before the expiry of 18 months from the date of allotment of the Warrants, the Warrants shall lapse and the application money of 25% received shall stand forfeited by the Company.

i) 4,800,000 Equity shares held by the promoters of the Company are pledged as security in respect of amount borrowed by the company.

j) During the year, the Company has acquired 95,000 0.001% Compulsorily Convertible Cumulative Participatory Preference Shares of ` 10 each of Supreme Infrastructure BOT Holdings Private Limited for an aggregate amount of ` 160,010,337.

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

SUPREME INFRASTRUCTURE INDIA LIMITED 90

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Amounts in `

As at 31 March 2014

As at 31 March 2013

3 Reserves and surplusSecurities premium accountBalance at the beginning of the year 1,970,576,141 908,621,501 Add : Amount arising on equity shares issued [Also, refer note 2 (a)] 586,250,000 - Add : Premium received on issue of shares by the subsidiary company [Also, refer note 2 (g)] - 1,061,954,640 Less : Adjustment on account of purchase of CCPS by the parent company (34,200,000) - Balance at the end of the year 2,522,626,141 1,970,576,141 General reserveBalance at the beginning of the year 724,429,399 156,132,483 Add : Transfer from statement of profit and loss 45,100,000 110,000,000 Add : Increase due to dilution of stake in a subsidiary - 458,296,916 Balance at the end of the year 769,529,399 724,429,399 Surplus in the statement of profit and lossBalance at the beginning of the year 3,132,710,482 2,280,540,410 Add : Transferred from statement of profit and loss 791,678,115 1,001,637,714 Less : Proposed equity dividend 30,138,131 33,484,174 Less : Proposed preference dividend 250,000 250,295 Less : Tax on dividends 5,164,463 5,733,173 Less : Transfer to general reserve 45,100,000 110,000,000 Balance at the end of the year 3,843,736,003 3,132,710,482 Total 7,135,891,543 5,827,716,022

Amounts in ` As at

31 March 2014 As at

31 March 2013

Long Term Current Portion Long Term Current Portion 4 Long term borrowings

SecuredExternal commercial borrowings 167,678,442 81,735,728 225,715,597 73,969,448 Term loansFrom banks 15,469,518,785 1,770,260,711 10,471,677,604 1,038,195,261 From financial institutions 4,430,088,616 553,813,098 3,537,813,048 563,091,208 Total 20,067,285,843 2,405,809,537 14,235,206,249 1,675,255,917

Amount disclosed under "Other current liabilities" (Also refer note 9) - (2,405,809,537) - (1,675,255,917)

20,067,285,843 - 14,235,206,249 -

External commercial borrowings External commercial borrowings from Axis Bank carries interest @ 6 Months LIBOR plus 3.45 % per annum (quarterly rests). The loan is

repayable within 7 years including moratorium of 27 months from the date of first disbursement in equal quarterly installments. The loan is secured by first charge on assets procured from this loan and pari passu second charge on the current assets of the Company and personal guarantee of the promoter directors.

Term loans from banks (i) Term loan obtained from consortium bankers carries interest rate of base rate plus 2.35 % to 3.50 % and are secured by

hypothecation of assets which includes all movable fixed assets of the Company and fixed assets created out of these loans and personal guarantee of Company’s promoter directors. These loans are repayable over the period of 3-4 years.

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-1491

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(ii) Loan from other banks carries interest in the range of @ 10.35% to 12.75% per annum and are secured by hypothecation of the assets created out of these loan and personal guarantee of a director of the Company. These loans are repayable over the period of 5-41 years.

(iii) Term loans from consortium of banks and financial institutions are secured by way of hypothecation of toll receipts, movable, tangible and intangible assets, receivables, cash , investment, and rights, title, interest of the borrower under concession agreement and personal guarantee of promoter directors. These Term loans carry interest in the range of Base Rate plus 1.50% to 2.75% and are repayable in 42 quarterly installments commencing from the quarter ending 31 December 2015.

(iv) Term loan received from State Bank of India is secured by way of hypothecation of intangible assets and fixed assets of the Company. This loan carries interest rate of Prime Lending Rate plus 2.7% and is repayable in 66 monthly installments commenced from April 2012.

Term loans from financial institutions : (i) Loans from SREI Equipment Finance Limited carries interest @ base rate minus 2.19 % per annum and are repayble in 35

monthly installments over the tenure of the loans having various maturity dates. These loans are secured by first charge on the specific equipment financed out of the said loans, pledge of shares held by a promoter director and personal guarantee of the promoter directors.

(ii) Loan from L&T Infrastructure Finance Company Limited carries interest @ L&T Infra PLR minus 3% per annum and is repayble in 5 years with a moratorium period of 12 months from the date of first disbursement. The loan is secured by first pari passu charge by way of hypothecation on the entire current assets and encumbered movable fixed assets of the Company, current and future. This loan is further secured by first charge by way of equitable mortgage on pari passu basis on the immovable properties together with all structure and appurtenances thereon, demand promissory notes and personal guarantee of the promoter directors.

(iii) Term loan from L&T Infrastructure Finance Company Limited (L&T Infra) is secured by way of hypothecation of toll receipts (present and future), movable, tangible and intangible assets, receivables, cash , investment, rights, title, interest of the borrower under concession agreement and personal guarantee of promoters/directors. Further during the year, term loans were obtained from banks, secured against assets already hypothecated with L&T Infra. These term loans carry interest in the range of L&T Infra PLR minus 3% to 3.5% and is repayable in monthly installments for 12 years commencing after 1-3 year from the date of commencement of commercial operation.

(iv) Loan from other Financial institution carries interest in the range of 12.75% to 13.75% per annum and are secured by hypothecation of the assets created out of these loans, personal guarantee of a director of the Company and demand promissory note issued by the Company.

Amounts in ` As at

31 March 2014 As at

31 March 2013

5 Deferred tax liability (Net)Deferred tax liability arising on account of :Timing difference between book depreciation and depreciation as per Income Tax Act, 1961 10,916,142 135,545,890 Total deferred tax liabilities (A) 10,916,142 135,545,890

Deferred tax asset arising on account of :Provision for bad and doubtful advances - 6,910,784 Provision for bad and doubtful debts - 9,782,168 Diallowance u/s 40(a) of the Income Tax Act, 1961 1,329,919 - Provision for employee benefits - 7,417,015 Total deferred tax assets (B) 1,329,919 24,109,967 Net deferred tax liability (A-B) 9,586,223 111,435,923

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

SUPREME INFRASTRUCTURE INDIA LIMITED 92

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Amounts in ` As at

31 March 2014 As at

31 March 2013

Long term Short term Long term Short term 6 Provisions

Provision for employee benefits (Also refer note 35) 55,567,605 3,949,279 19,424,090 1,620,969 Proposed dividend on equity shares - 30,138,131 - 33,484,174 Proposed dividend on preference shares - 250,000 - 250,295 Tax on proposed dividend - 5,164,463 - 5,733,173 Provision for resurfacing expenses (Also refer note 36)

86,185,773 - 22,869,577 -

Provision for taxation (net of advance tax) - 419,917,817 - 89,881,914 141,753,378 459,419,690 42,293,667 130,970,525

Amounts in `As at

31 March 2014 As at

31 March 2013

7 Short-term borrowingsSecured 8,429,534,781 7,214,343,109 Cash credit facilities from banks [Also, refer note (i) below]Unsecured - 10,850,266 Loans from related parties [Also, refer notes (ii) below and 31] - 39,031,583 Loans from others 8,429,534,781 7,264,224,958

Notes : (i) Cash Credit facilities availed from bankers are secured by first pari passu charge on the current assets of the Company and equitable

mortgage of Company’s office premises and property of one of the directors, extension of hypothecation charge on pari passu basis on fixed assets of the Company and assets created out of equipment loans and personal guarantee of Company’s directors. These facilities are repayable on demand.

(ii) Represents interest free loan and was repayable on demand.

8 Trade payablesTrade payables (Also refer note 31 and 37) 2,979,318,286 3,419,142,524

2,979,318,286 3,419,142,524

9 Other current liabilitiesCurrent Portion of long term borrowings (Also, refer note 4) 2,405,809,537 1,675,255,917 Mobilisation advances from customers (Also, refer notes 30 and 31 ) 1,917,024,534 1,131,324,557 Advance toll collection 297,868 - Interest accrued and due 128,981,331 6,589,868 Interest accrued but not due 182,500,164 - Dues for capital expenditure 471,604,821 1,061,677,677 Retention payable 310,664,698 359,230,983 Unpaid dividends* 396,662 335,574 Unpaid share application money* 388,320 388,320 Book overdraft 75,570,904 208,211,882 Statutory dues 338,678,768 224,080,396 Employee related payables (Also, refer note 31) 174,183,393 44,567,800 Other liabilities (Also, refer note 31) 101,287,719 103,453,748

6,107,388,719 4,815,116,722

* Not due for credit to Investor Education & Protection Fund

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-1493

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10 Tangible assets (Amounts in `)

Gross block Freehold land

Leasehold land

Buildings * Plant and equipment

Furniture and fixtures

Vehicles Office equipment

Computers Total

Balance as at 1 April 2012 701,143,575 5,470,000 531,733,483 2,715,683,407 14,649,367 127,754,363 10,819,078 10,305,849 4,117,559,122

Additions 1,150,000 - 64,861,585 469,658,198 41,450,818 2,522,912 2,698,507 2,088,075 584,430,095

Balance as at 31 March 2013 702,293,575 5,470,000 596,595,068 3,185,341,605 56,100,185 130,277,275 13,517,585 12,393,924 4,701,989,217

Additions - - 81,524,293 121,410,628 1,151,017 15,377,142 4,779,644 3,922,772 228,165,496

Balance as at 31 March 2014 702,293,575 5,470,000 678,119,361 3,306,752,233 57,251,202 145,654,417 18,297,229 16,316,696 4,930,154,713

Accumulated depreciation

Balance as at 1 April 2012 - - 32,135,819 915,238,792 7,289,541 91,234,313 4,205,726 5,964,024 1,056,068,215

Depreciation charge - - 26,047,614 324,294,024 7,200,427 10,069,418 1,229,981 2,189,305 371,030,769

Balance as at 31 March 2013 - - 58,183,433 1,239,532,816 14,489,968 101,303,731 5,435,707 8,153,329 1,427,098,984

Depreciation charge - - 30,038,251 346,446,078 7,939,087 10,463,812 1,861,217 2,532,331 399,280,776

Balance as at 31 March 2014 - - 88,221,684 1,585,978,894 22,429,055 111,767,543 7,296,924 10,685,660 1,826,379,760

Net block

Balance as at 31 March 2013 702,293,575 5,470,000 538,411,635 1,945,808,789 41,610,217 28,973,544 8,081,878 4,240,595 3,274,890,233

Balance as at 31 March 2014 702,293,575 5,470,000 589,897,677 1,720,773,339 34,822,147 33,886,874 11,000,305 5,631,036 3,103,774,953

11 Intangible assetsGross block Toll Collection

RightsGoodwill Computer

Software Total

Balance as at 1 April 2012 2,286,476,991 55,100,816 - 2,341,577,807 Additions 5,520,459,053 - 18,068,150 5,538,527,203 Balance as at 31 March 2013 7,806,936,044 55,100,816 18,068,150 7,880,105,010 Additions 2,364,641,743 124,860,337 - 2,489,502,080 Balance as at 31 March 2014 10,171,577,787 179,961,153 18,068,150 10,369,607,090 Accumulated amortisationBalance as at 1 April 2012 57,037,752 - - 57,037,752 Amortisation charge 158,784,341 - 2,989,907 161,774,248 Balance as at 31 March 2013 215,822,093 - 2,989,907 218,812,000 Amortisation charge 361,702,974 - 6,126,717 367,829,691 Balance as at 31 March 2014 577,525,067 - 9,116,624 586,641,691 Net blockBalance as at 31 March 2013 7,591,113,951 55,100,816 15,078,243 7,661,293,010 Balance as at 31 March 2014 9,594,052,720 179,961,153 8,951,526 9,782,965,399

* Title deeds of Kolkata office of ` 42,951,413 is yet to be executed in favour of the Company.

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

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Amounts in `As at

31 March 2014As at

31 March 2013

No. of Shares Book Value No. of Shares Book Value 12 Non-current investments

(Valued at cost, fully paid up, unless stated otherwise)TradeInvestments in equity shares (unquoted) *Kalyan Sangam Infratech Limited (Face Value of `100 each)

390,625 39,062,500 390,625 39,062,500

Mohol Kurul Kamati Mandrup Tollways Private Limited (Became subsidiary effective from 1 April 2013)

- 4,900 49,000

Less : Share of loss - (13,764) - 35,236

Kotkapura Muktsar Tollways Private Limited (Became subsidiary effective from 1 October 2013)

- 4,899 48,990

Less : Share of loss - (13,764) - 35,226

Sanjose Supreme Tollways Development Private Limited

4,000 40,000 4,000 40,000

Less : Share of loss (40,000) (40,000)Investments in preference shares (unquoted) Kalyan Sangam Infratech Limited (Face Value of `100 each)

609,375 60,937,500 609,375 60,937,500

Investments in debentures*Sanjose Supreme Tollways Development Private Limited

76,000,000 760,000,000 76,000,000 760,000,000

Investment in unincorporated joint venturesSupreme Siddhi JV [50% share (31 March 2013 - 50%)] - 2,300,000 - 2,300,000 Less: Provision for diminution in value of investment - (2,300,000) - -

- 2,300,000 Non tradeInvestments in equity shares (unquoted)*The Saraswat Co-op Bank Limited 2,500 50,836 2,500 50,836 Deogiri Nagri Sahakari Bank Limited 20,350 203,500 20,350 203,500 Jankalyan Bank Limited 25,000 250,000 25,000 250,000 Janta Sahakari Bank Limited 5,000 50,000 5,000 50,000 Co-operative Society M.I.D.C. 500 5,000 500 5,000 Vaidyanath Bank 25,000 250,000 25,000 250,000 Solapur Janta Sahakari Bank Limited 50,000 500,000 50,000 500,000

861,309,336 863,679,798 Aggregate amount of InvestmentsAggregate amount of unquoted investment at cost 863,609,336 863,679,798 Provision for diminution in value of investments (2,300,000) -

861,309,336 863,679,798

* Face value of ` 10 each, unless otherwise stated

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-1495

F - 20

Amounts in `As at

31 March 2014As at

31 March 2013

13 Deferred tax assets (Net)Deferred tax asset arising on account of :Provision for bad and doubtful advances 11,522,610 - Provision for bad and doubtful debts 102,122,955 - Provision for diminution in value of investment 781,770 - Disallowance u/s 40(a) of the Income Tax Act, 1961 3,399,000 - Provision for employee benefits 20,229,789 - Total deferred tax assets (A) 138,056,124 - Deferred tax liability arising on account of :Timing difference between book depreciation and depreciation as per Income Tax Act, 1961 123,243,873 - Total deferred tax liabilities (B) 123,243,873 - Net deferred tax asset (A-B) 14,812,251 -

Amounts in `As at

31 March 2014As at

31 March 2013

Long term Short term Long term Short term 14 Loans and advances

(Unsecured, considered good unless otherwise stated)Capital advances 150,040,304 - 70,221,177 - Security deposits 14,473,472 889,021,548 3,398,960 782,148,909 Loans and advances to related parties (refer note 31)Due from joint ventures - - - 376,196,735 Advances recoverable in cash or kind - considered good - 2,458,838,556 - 2,098,431,678 - considered doubtful - 33,900,000 - 21,300,000 Other loans and advancesSubscription money pending allotment - - 80,000,000 Mobilisation and material advances - 356,056,639 - 526,985,823 Advances to employees - 21,880,435 - 27,454,367 Advance income tax (net of provision) 36,235,448 - 37,308,995 - Balances with statutory / government authorities 2,823,750 26,073,223 - 316,294,045

203,572,974 3,785,770,401 190,929,132 4,148,811,557 Less : Provision for doubtful advances - (33,900,000) - (21,300,000)

203,572,974 3,751,870,401 190,929,132 4,127,511,557

Amounts in `As at

31 March 2014 As at

31 March 2013

15 Other non current assetsNon-current bank balances (Also, refer note 19) 1,554,457 19,767,885

1,554,457 19,767,885

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

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Amounts in `

No. of Units As at

31 March 2014 No. of Units As at

31 March 2013

16 Current investmentsInvestments in mutual funds*(Non-trade, unquoted, at lower of cost and fair value)Reliance Money Manager Fund - Institutional option 177 188,333 177 188,333 (Face value of ` 1,000 each)S.B.I. Capital Protection Oriental Fund Series - I - - 50,000 500,000 S.B.I. Gold Fund - I-Growth plan 250,000 2,500,000 250,000 2,500,000 Axis Hybrid Fund-Series 1 - Growth plan 500,000 5,000,000 500,000 5,000,000 Axis Mid Cap Fund - - 250,000 2,500,000 Axis Triple Advantage Fund - - 264,869 2,651,006 Axis Bank Long Term Equity Fund 225,509 2,255,090 200,000 2,000,000 Axis Capital Protection Oriented Fund - Series 5 - Growth Plan 250,000 2,500,000 100,000 1,000,000 Axis Capital Protection Oriented Fund - Series 3 - Growth Plan 99,990 999,900 99,990 1,000,000 Axis Hybrid Fund - Series 8 Dividend 309,142 3,091,420 - - Axis Hybrid Fund - Series 8 Growth 50,000 500,000 - - SBI Mutual Fund - - 10,000,000 100,000,000 Union KBC Capital Protection Fund 50,000 500,000 - - Axis Capital Protection Oriented Fund (Face value of ` 100 each) 150,000 1,500,000 1,500 1,500,000

19,034,743 118,839,339 Aggregate market value of current investments 22,477,905 123,577,819

* Face value of ` 10 each, unless otherwise stated

Amounts in `As at

31 March 2014 As at

31 March 2013

17 Inventories(as valued and certified by management)Construction materials 1,234,492,946 1,097,722,821 Unbilled work-in-progress 1,210,840,267 1,205,026,094

2,445,333,213 2,302,748,915

18 Trade receivables(unsecured, considered good)Outstanding for a period exceeding six months from the date they are due for payment - Considered good [Refer note (i) below] 3,195,554,207 1,799,150,063 - Considered doubtful 300,450,000 30,150,000

3,496,004,207 1,829,300,063 Less: Provision for doubtful debts (300,450,000) (30,150,000)

3,195,554,207 1,799,150,063 Other debts [Refer note (ii) below] 6,055,127,443 6,596,852,543

9,250,681,650 8,396,002,606 Notes :i Includes retention money 251,101,211 64,715,372 ii Includes retention money 1,477,526,084 975,943,728

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-1497

F - 22

Amounts in `As at

31 March 2014As at

31 March 2013

Non-current Current Non-current Current 19 Cash and bank balances

Cash and cash equivalentsCash on hand - 62,665,618 - 60,237,889 Balances with banks in current accounts* - 225,764,056 - 762,680,038

- 288,429,674 - 822,917,927 Other bank balancesEarmarked bank balances- Unpaid dividend account - 396,662 - 335,574 - IPO escrow account - 388,320 - 388,320 Margin money ** - 971,004,103 - 928,005,829 Bank deposits with maturity of more than 3 months but less than 12 months - 162,377,770 - 237,289,734 Bank deposits with maturity of more than 12 months *** 1,554,457 - 19,767,885 -

1,554,457 1,422,596,529 19,767,885 1,988,937,384 Less : Amounts disclosed as Other non-current assets (Also, refer note 15) (1,554,457) - (19,767,885) - Total - 1,422,596,529 - 1,988,937,384

* Includes : ` Nil [31 March 2013 : ` 104,963] being unutilised money out of the public issue** Pledged against guarantees issued by bank on behalf of the Company aggregating `7,299,210,147 (31 March 2013 : ` 6,138,527,331)*** Includes ` Nil [31 March 2013 : `14,999,540] pledged against loans from banks

Amounts in ` Year ended

31 March 2014 Year ended

31 March 2013

20 Revenue from operationsSales and contract revenue 24,454,440,723 22,876,050,068 Toll Collection 1,368,131,650 452,711,800

25,822,572,373 23,328,761,868 21 Other income

Interest income 67,596,900 50,498,743 Dividend income 2,272,837 91,138 Profit on redemption of mutual funds 3,309,967 3,481,632 Rental income 4,840,506 - Other non-operating income 4,148,930 110,402

82,169,140 54,181,915 22 Material consumed and contractor costs

Construction materials and componentsOpening stock 1,097,722,821 887,768,619 Add : Purchases during the year 8,859,940,909 7,272,326,182 Less: Closing stock 1,234,492,946 1,097,722,821 Construction materials and components consumed 8,723,170,784 7,062,371,980 Labour and Sub contract costs 9,619,972,778 10,827,749,424 Power and Fuel 409,089,818 223,102,800 Repairs to Plant and Equipment 25,271,471 37,704,590 Rent and Hire charges 475,640,426 362,794,783 Transportation charges 210,301,479 157,939,106 Other 112,526,531 110,251,896

19,575,973,287 18,781,914,579

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

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Amounts in ` Year ended

31 March 2014 Year ended

31 March 2013

23 Changes in work-in-progressOpening work in progress 1,205,026,094 1,079,330,375 Less: Closing work in progress 1,210,840,267 1,205,026,094

(5,814,173) (125,695,719)24 Employee benefit expense

Salaries, wages and bonus (Also, refer note 35C) 731,050,724 499,552,597 Contribution to gratuity (Also, refer note 35B) 18,841,895 6,263,668 Contribution to provident and other defined contribution funds (Also, refer note 35.A) 15,649,357 14,861,836 Staff welfare expenses 47,312,543 38,288,344

812,854,519 558,966,445 25 Finance costs (net)

Interest expenses - External commercial borrowings 12,355,680 19,690,631 - Term loans 1,719,312,457 1,045,981,879 - Cash credit facilities 784,488,483 665,961,268 - Interest on mobilisation advance 64,430,061 910,055 - Others 21,773,500 1,479,754 Bank charges 160,735,076 94,997,682

2,763,095,257 1,829,021,269 Less : Interest capitalised and included in capital work in progress and intangible asset under development (Also refer note 41) (320,167,007) (172,089,116)

2,442,928,250 1,656,932,153 26 Depreciation and amortisation expense

Depreciation of tangible assets (Also, refer note 10) 399,280,776 371,030,768 Amortisation of intangible assets (Also refer note 11) 367,829,691 161,774,248

767,110,467 532,805,016 27 Other expenses

Power and fuel 37,557,040 30,083,662 Rent 24,405,621 12,079,874 Operation and Maintenance expense 85,715,194 27,275,109 Repairs and maintenance 44,246,020 2,963,475 Insurance 48,759,431 38,749,454 Rates and taxes 1,787,167 2,417,111 Resurfacing expenses (Also refer note 36) 63,316,196 17,406,844 Payments to auditors (Also, refer note 32) 8,053,523 6,233,885 Legal and professional 62,740,196 132,935,938 Provision for doubtful debts 270,300,000 30,150,000 Provision for doubtful advance 12,600,000 - Travelling and conveyance 31,890,685 24,760,456 Printing and stationery 12,145,703 11,609,425 Communication expenses 22,177,841 13,395,941 Advertisement 16,895,116 14,263,689 Non executive directors' commission 6,250,000 6,250,000 Provision for diminution in value of investment 2,300,000 - Directors sitting fees 1,286,000 1,150,000 Miscellaneous expenses 188,994,740 97,467,640

941,420,473 469,192,503

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-1499

F - 24

Amounts in ` Year ended

31 March 2014 Year ended

31 March 2013

28 Earnings per share (EPS)Weighted average number of equity shares outstanding during the year 17,687,429 16,742,087 Add:- Dilutive effect 564,384 - Weighted average number of equity shares used to compute diluted EPS 18,251,813 16,742,087 Net Profit after tax 775,932,474 977,922,867 Less: Dividend on preference shares (including tax) (292,488) (290,556)Less: Share of loss of associate - (54,667)Less: Minority Interest 15,745,641 23,769,514 Net Profit after tax attributable to equity shareholders 791,385,628 1,001,347,158 Earning per share :Basic 44.74 59.81 Diluted 43.36 59.81

29 Commitments and Contingent Liabilities

(a) Commitments

(i) Capital commitmnet Contracts remaining to be executed on capital account not provided for ̀ 820,000,000 (31 March 2013 - ̀ 12,071,495,553)

(ii) Other commitment The Company has entered into agreements with various government authorities and semi government corporations

to develop road and water supply facilities on Build-operate-transfer (BOT) and Public Private Partnership (PPP) basis through its certain subsidiary entities. The Company has a commitment to fund the cost of developing the infrastructure through a mix of debt and equity as per the estimated project cost.

(b) Corporate Guarantee given to bank on behalf of subsidiary companies amounting of ` 600,000,000 (31 March 2013 : Nil)

30 Mobilisation advances include amounts taken from customers for project related expenses. These advances are subsequently adjusted at pre-determined rates against the bills raised on the customers.

31 Related Party Disclosures :

a) Names of related parties and description of relationship

A Associates Sanjose Supreme Tollways Development Private Limited Kotkapura Muktsar Tollways Private Limited (became subsidiary w.e.f 1 October 2013) Mohol Kurul Kamati Mandrup Tollways Private Limited (became subsidiary w.e.f 1 April 2013)

B Joint ventures Supreme - MBL JV Petron - Supreme JV Supreme - Siddhi JV Supreme Zanders JV Supreme Brahmaputra JV HGCL -Niraj-Supreme Infrastructure Private Limited

C Key management personnel (KMP) Mr. Bhawanishankar Sharma - Chairman Mr. Vikram Sharma - Managing Director Mr. Vikas Sharma - Wholetime Director Mr. Vijay Joshi - Company Secretary Mr. Rajesh Devendra Upadhyaya - Director of Subsidiary

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D Relatives of key management personnel: Ms. Rita Sharma Ms. Barkha Sharma

E Companies in which key management personnel or their relatives have significant influence (Other related parties)

Supreme Housing and Hospitality Private Limited BHS Housing Private Limited

b) The transactions with related parties for the year are as follows:

(Amount in `)

Transaction during the year

Subsidiaries Associate Joint ventures

Key Management

Personnel

Relatives of Key

Management Personnel

Other related parties

Contract RevenueSupreme Manor Wada Bhiwandi Infrastructure Private Limited 568,850,000 - - - - -

(1,536,142,590) (-) (-) (-) (-) (-)Supreme Panvel Indapur Tollways Private Limited 1,303,800,000 - - - - -

(1,819,824,602) (-) (-) (-) (-) (-)Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited 989,171,569 - - - - -

(2,086,230,115) (-) (-) (-) (-) (-)Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited 777,370,961 - - - - -

(344,900,348) (-) (-) (-) (-) (-)Sanjose Supreme Tollways Development Private Limited - 289,977,967 - - - -

(-) (1,086,107,547) (-) (-) (-) (-)Supreme Suyog Funicular Ropeways Private Limited 232,134,478 - - - - -

(307,300,000) (-) (-) (-) (-) (-)HGCL Niraj Supreme Infrastructure Private Limited - - 438,805,348 - - -

(-) (-) (356,500,000) (-) (-) (-)Supreme Housing and Hospitality Private Limited - - - - - 141,027,131

(-) (-) (-) (-) (-) (84,400,000)Supreme Vasai Bhiwandi Tollways Private Limited 435,600,000 - - - - -

(-) (-) (-) (-) (-) (-)Kotkapura Muktsar Tollways Private Limited 285,831,385 - - - - -

(-) (-) (-) (-) (-) (-)Kopargaon Ahmednagar Tollways (Phase I) Private Limited

40,600,000 - - - - -

(-) (-) (-) (-) (-) (-)PurchasesSupreme Siddhi JV - - - - - -

(-) (-) (224,557,048) (-) (-) (-)

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-14101

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(Amount in `)Transaction during the year

Subsidiaries Associate Joint ventures

Key Management

Personnel

Relatives of Key

Management Personnel

Other related parties

Receipt of unsecured loanMr. Bhawanishankar Sharma - - - - - -

(-) (-) (-) (1,646,300) (-) (-)Mr. Vikram Sharma - - - - - -

(-) (-) (-) (2,962,200) (-) (-)Repayment of unsecured loanMr. Bhawanishankar Sharma - - - 4,688,066 - -

(-) (-) (-) (-) (-) (-)Mr. Vikram Sharma - - - 2,962,200 - -

(-) (-) (-) (-) (-) (-)Ms. Rita Sharma - - - - 3,200,000 -

(-) (-) (-) (-) (2,600,000) (-)Receipt of mobilisation advanceSanjose Supreme Tollways Development Private Limited - 725,000,000 - - - -

(-) (-) (-) (-) (-) (-)Supreme Housing and Hospitality Private Limited - - - - - 8,728,597

(-) (-) (-) (-) (-) (-)Issue of preference shares (including securities premium)BHS Housing Private Limited - - - - - -

(-) (-) (-) (-) (-) (250,000,000)Issue of convertible warrantsBHS Housing Private Limited - - - - - 92,500,000

(-) (-) (-) (-) (-) (-)Issue of equity shares (including securities premium)BHS Housing Private Limited - - - - - 249,750,000

(-) (-) (-) (-) (-) (-)Directors remunerationMr. Bhawanishankar Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Mr. Vikram Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Mr. Vikas Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Mr. Vijay Joshi - - - 1,640,640 - -

(-) (-) (-) (15,24,480) (-) (-)Mr. Rajesh Devendra Upadhyaya - - - 7,862,533 - -

(-) (-) (-) (-) (-) (-)Repayment of loan givenSanjose Supreme Tollways Development Private Limited - - - - - -

(-) (40,430,179) (-) (-) (-) (-)Supreme MBL JV - - 249,657,753 - - -

(-) (-) (203,505,603) (-) (-) (-)HGCL Niraj Supreme Infrastructure Private Limited - - 126,538,982 - - -

(-) (-) (25,506,612) (-) (-) (-)

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

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c) Balances at the year end :

(Amount in `)

Particulars Subsidiaries Associate Joint ventures

Key Management

Personnel

Relatives of Key

Management Personnel

Other related parties

Short term borrowingsMr. Bhawanishankar Sharma - - - - - -

(-) (-) (-) (4,688,066) (-) (-)Ms. Rita Sharma - - - - - -

(-) (-) (-) (-) (3,200,000) (-)Mr. Vikram Sharma - - - - - -

(-) (-) (-) (2,962,200) (-) (-)Trade payableSanjose Supreme Tollways Development Limited - 232,452,495 - - - -

(-) (49,582,020) (-) (-) (-) (-)Other current liabilitiesMr. Bhawanishankar Sharma - - - 3,200,000 - -

(-) (-) (-) (-) (-) (-)Mr. Vikram Sharma - - - 3,200,000 - -

(-) (-) (-) (-) (-) (-)Mr. Vikas Sharma - - - 3,200,000 - -

(-) (-) (-) (-) (-) (-)Mr. Vijay Joshi - - - 546,880 - -

(-) (-) (-) (-) (-) (-)Mr. Rajesh Devendra Upadhyaya - - - 6,665,157 - -

(-) (-) (-) (-) (-) (-)Mobilisation advanceSanjose Supreme Tollways Development Private Limited - 985,448,700 - - - -

(-) (365,275,340) (-) (-) (-) (-)Supreme Housing & Hospitality Private Limited - - - - - 8,728,597

(-) (-) (-) (-) (-) (-)Trade receivableSanjose Supreme Tollways Development Private Limited - 685,636,087 - - - -

(-) (-) (-) (-) (-) (-)HGCL - Niraj - Supreme Infrastructure Private Limited - - 120,453,305 - - -

(-) (-) (-) (-) (-) (-)Supreme Housing and Hospitality Private Limited - - - - - 122,200,008

(-) (-) (-) (-) (-) (-)BHS Housing Private Limited - - - - - 87,022,000

(-) (-) (-) (-) (-) (-)Loan and advancesSupreme MBL JV - - - - - -

(-) (-) (249,657,753) (-) (-) (-)HGCL Niraj Supreme Infrastructure Private Limited - - - - - -

(-) (-) (126,538,982) (-) (-) (-)

(Figures in bracket represents previous year numbers)

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-14103

F - 28

Amounts in ` Year ended

31 March 2014 Year ended

31 March 2013

32 Auditor Remuneration (excluding service tax)Audit fees 7,735,433 6,104,335 Tax audit fees 25,000 25,000 Out of pocket expenses 124,550 104,550 Total 7,884,983 6,233,885

33 Disclosures pursuant to Accounting Standard 7 (AS - 7) “Construction Contracts” Amounts in `

Particulars As at 31 March 2014

As at 31 March 2013

A. Amount of contract revenue recognized as revenue during the year 24,454,440,723 22,876,050,068 B. Aggregate amount of cost incurred and recognized profits less recognized 30,921,812,680 19,988,475,961 losses upto the reporting date on Contract under progress Balances as at year endC. Amount of customer advances outstanding as on reporting date 1,917,024,534 1,131,324,557 D. Amount of retentions 1,728,627,295 1,040,659,100 E. Gross amount due from customers for contract work 1,210,840,267 1,205,026,094

34 Intra-group Turnover and Profits on BOT Construction Contracts The BOT contract are governed by service concession agreement with government (grantor). Under these agreement, the operator does

not own the road, but gets “toll collection rights” against the cost incurred for construction services. Since the construction cost incurred by the operator is considered as exchanged with the grantor against toll collection rights, profit from such contracts is considered as realized.

Accordingly, BOT contract awarded to group companies (operator), where work is subcontracted to fellow subsidiaries, the intra group transactions on BOT contracts and the profits arising thereon are taken as realized and not eliminated for consolidation under Accounting Standard 21.

The revenue and profit in respect of these transaction during the year is ` 4,637,500,000 (31 March 2013: ` 6,094,397,655) and

` 329,300,000 (31 March 2013: ` 700,800,350) respectively.

35 Employee benefits (Unfunded) A. Defined contribution plan The amount of contribution to provident fund and employee State insurance scheme recognised as expenses during the year

is ` 15,649,357 (31 March 2013 ` 14,861,836)

B. Defined benefit plan The Company has gratuity as defined benefit retirement plan for its employees. Disclosures as required by Accounting

Standard - 15 (Revised) for the year ended 31 March 2014 are as under :

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

SUPREME INFRASTRUCTURE INDIA LIMITED 104

F - 29

Amounts in `As at

31 March 2014As at

31 March 2013

1. Changes in the present value of defined benefit obligationDefined benefit obligation as at the beginning of the year 21,045,059 15,108,459 Service Cost 10,915,290 7,199,558 Interest Cost 2,620,749 1,270,319 Actuarial Losses/(Gains) 5,305,856 (2,206,209)Benefits Paid - (327,068)Defined benefit obligation as at the end of the year 39,886,954 21,045,059

2. The amount recognised in the Statement of Profit and Loss are as follows :Service Cost 10,915,290 7,199,558 Interest Cost 2,620,749 1,270,319 Net actuarial losses/(gain) recognised during the year 5,305,856 (2,206,209)Expense recognised in Statement of Profit and Loss 18,841,895 6,263,668

3. The amount recognised in the balance sheet are as follows :Present Value of the obligation as at the end of the year 39,886,954 21,045,059 Fair Value of Plan assets as at the end of the year - - Net Liability recognised in the balance sheet 39,886,954 21,045,059

4. Experience Adjustments:Experience (Gains)/Loss Adjustments on Plan Liabilities 5,305,856 (2,206,209)Experience Gain/(Loss) Adjustments on Plan Assets - -

Assumptions usedDiscount rate 9.20% 8.20%Future salary increase 8.50% 8.50%Retirement Age (in years) 58 58

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The gratuity liabilities of the company are unfunded and hence there are no assets held to meet the liabilities. Amounts for the current and previous annual periods are as follows:

Amounts in ` 31 March 2012 31 March 2011 31 March 2010

Present value of the obligation as at the end of the year 15,108,459 10,498,398 6,178,358 Fair value of plan assets as at the end of the year - - - Net liability recognised in the balance sheet 15,108,459 10,498,398 6,178,358 Experience (gains)/loss adjustments on plan liabilities (181,384) - - Experience gain/(loss) adjustments on plan assets - - -

C. Other Long Term Employee Benefits The liability for leave entitlement and compensated absences is recognized in the same manner as gratuity and amounts as at

year end is ` 19,629,930 (31 March 2013 : NIL)

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-14105

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36 Resurfacing expenses

The Group has a contractual obligation to maintain, replace or restore infrastructure at the end of each concession period. The Group has recognised the provision in accordance with Accounting Standard (AS) – 29, Provision, Contingent Liabilities and Contingent Assets i.e. at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. Resurfacing expenses are to be paid out at the end of the concession period.

Amounts in `

Particulars As at31 March 2014

As at 31 March 2013

Opening Balance 22,869,577 5,462,733 Obligation on new toll projects 63,316,196 17,406,844 Utilised/Reversed during the year - - Unused amount reversed during the year - - Closing balance 86,185,773 22,869,577

37 Micro, small and medium enterprises

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31 March 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the statutory auditors.

38 Details of subsidiaries and associate whose financial statements have been consolidated as at 31 March 2014 are given below

Proportion of ownership interest either

directly or indirectly

Sr. No.

Name of the Company As at31 March 2014

As at 31 March 2013

Subsidiaries and sub - subsidiaries*1 Supreme Infrastructure BOT Private Limited ('SIBPL') 100% 100%2 Supreme Manor Wada Bhiwandi Infrastructure Private Limited (Subsidiary of SIBPL) 49% 49%

(Subsidiary due to control over composition of Board of Directors)3 Supreme Infra Projects Private Limited (Subsidiary of SIBPL) 100% 100%4 Supreme Suyog Funicular Ropeways Private Limited (Subsidiary of SIBPL) 98% 98%5 Supreme Infrastructure BOT Holdings Private Limited ('SIBHPL') 51% 51%6 Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited

(Subsidiary of SIBHPL)90% 90%

7 Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited (Subsidiary of SIBHPL)

100% 100%

8 Supreme Kopargaon Ahmednagar Tollways Private Limited (Subsidiary of SIBHPL) 100% 100%9 Supreme Mega Structures Private Limited 60% 60%10 Supreme Panvel Indapur Tollways Private Limited 64% (38% held

through subsidiary)64% (38% held

through subsidiary)11 Rudranee Infrastructure Limited 51% 51%12 Supreme Infrastructure Overseas LLC, incorporated in Oman 60% 60%13 Kopargaon Ahmednagar Tollways (Phase I) Private Limited (Subsidiary of SIBPL) 100% 100%14 Kotkapura Muktsar Tollways Private Limited 74% (48% held

through subsidiary)-

15 Supreme Vasai Bhiwandi Tollways Private Limited(Subsidiary of SIBPL) 100% -16 Supreme Tikamgarh Orchaa Annuity Private Limited (Subsidiary of SIBPL) 100% -17 Mohol Kurul Kamati Mandrup Tollways Private Limited 49%

(Subsidiary due to control over composition of Board of Directors)Associate

1 Sanjose Supreme Tollways Development Private Limited 40% 40%2 Kotkapura Muktsar Tollways Private Limited - 49%3 Mohol Kurul Kamati Mandrup Tollways Private Limited - 49%

* Entities incorporated in India, unless otherwise stated

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

SUPREME INFRASTRUCTURE INDIA LIMITED 106

F - 31

39 Joint venture disclosure

Contracts executed by following joint ventures are accounted in accordance with accounting policy no. 1(j)(ii)(a) and (b).

Name of the Company Description of interest

Company’s share

Supreme - MBL JV Lead JV partner 60%Petron - Supreme JV Minority JV partner 45%Supreme Siddhi JV (India) Equal JV partner 50%Supreme Zanders JV Lead JV partner 51%HGCL -Niraj-Supreme Infrastructure Private Limited Equal JV partner 50%Supreme - Bramhputra JV ( India ) Equal JV partner 50%

40 Foreign currency transactions of the Company that are not hedged by derivative instruments or otherwise.

Amount

Currency As at

31 March 2014

Currency As at

31 March 2013

External Commercial borrowings USD 4,150,000 USD 5,510,000 INR 249,414,170 INR 299,685,045

41 Capitalization of interest and upfront fees on loan taken by the Parent Company to intangible asset under development The Company in the current year has taken loan from SREI Infrastructure Finance Limited which were utilised by the Company for

investment in the equity shares and optionally convertible debentures of certain subsidiaries. To the extent that the amounts were utilised by the Company for construction of qualifying assets, the related interest and upfront fees incurred represents ‘Borrowing cost’ within the meaning of borrowing costs as given under AS 16 ‘Borrowing costs’ in the Companies (Accounting Standard) Rules, 2006.

Accordingly in the Consolidated Balance Sheet of the Group such expenditure amounting to ` 320,167,007 (31 March 2013 : ` 172,089,116) has been added to intangible asset under development.

42 Segment Information

(a) The Company has disclosed business segment as primary segment. Segments have been identified taking in to account the nature of the services, the differing risks and returns, the organisational structure and internal reporting system.

(b) The Company’s operations predominantly relate to Engineering, Procurement and Construction (‘EPC’) segment and Road Infrastructure Projects. Road Infrastrcture segment is related to BOT projects.

(c) The accounting policies of the segments are the same as those described in the summary of significant accounting policies as referred to in Note 1.

(d) For the purpose of reporting, business segment is the primary segment and the geographical segment is the secondary segment.

(e) Segment revenue, segment results, segment assets, Segment liabilities include the respective amount identifiable to each of the segments as also amount allocated on reasonable basis.

(f ) The net expenses, which are not directly attributable to the business segment, are shown as unallocated corporate expenses.

(g) Assets and Liabilities that can not be allocated between the segments are shown as a part of unallocated Corporate Assets and Liabilities respectively.

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-14107

F - 32

Information about Primary Business SegmentsEPC Road Infrastructure Total

Particulars 31 Mar ch 2014

31 March 2013

31 March 2014

31 March 2013

31 March 2014

31 March 2013

Revenue

Total external revenue 19,769,885,830 16,781,652,413 1,419,328,150 452,711,800 21,189,213,980 17,234,364,213

Inter segment revenue 4,633,358,394 6,094,397,655 - - 4,633,358,394 6,094,397,655

Total revenue 24,403,244,223 22,876,050,068 1,419,328,150 452,711,800 25,822,572,373 23,328,761,868

Results

Segment results 3,009,947,090 2,957,382,731 721,080,710 154,196,312 3,731,027,800 3,111,579,043

Unallocated corporate expenses

- - - - - -

Operating profit - - - - 3,731,027,800 3,111,579,043

Other income - - - - 82,169,140 54,181,915

Financial expenses - - - 2,442,928,249 1,656,932,152

Profit before tax - - - - 1,370,268,691 1,508,828,806

Current tax - - - - (710,998,167) (504,931,827)

Deferred tax - - - - 116,661,951 (1,610,142)

Tax adjustment for earlier years - - - - - (24,363,970)

Net profit after tax but before minority interest

- - - - 775,932,475 977,922,867

Less: Share of loss of associate - - - - - (54,667)

Less : Share of profit/(loss) of minority interest

- - - - 15,745,641 23,769,514

Net profit - - - - 791,678,116 1,001,637,714

Other information

Segment assets 15,079,066,949 18,583,604,814 31,364,866,471 18,318,000,073 46,443,933,421 36,901,604,887

Unallocated corporate assets - - - - 51,047,699 -

Total assets 15,079,066,949 18,583,604,814 31,364,866,471 18,318,000,073 46,494,981,120 36,901,604,887

Segment Liabilities 5,037,377,630 6,034,372,588 1,824,775,094 2,320,577,932 6,862,152,724 8,354,950,519

Unallocated corporate liabilities

- - - - 32,149,967,246 22,497,018,735

Total liabilities 5,037,377,630 6,034,372,588 1,824,775,094 2,320,577,932 39,012,119,970 30,851,969,255

Capital expenditure 397,313,711 (320,758,140) 10,000,824,050 8,414,266,897 10,398,137,761 8,093,508,758

Depreciation and amortisation 401,394,731 369,902,395 365,715,737 162,903,621 767,110,468 532,806,016

Non- cash expenses other then depreciation and amortisation

- - - - - -

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

SUPREME INFRASTRUCTURE INDIA LIMITED 108

F - 33

For Walker Chandiok & Co LLP For Shah & Kathariya For and on behalf of the Board of Directors (formerly Walker, Chandiok & Co) Chartered Accountants Chartered Accountants Amyn Jassani Ronak Dharnidharka B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 30 May 2014 Date : 30 May 2014 Date : 30 May 2014

Information about Secondary Segments

Particulars 31 March 2014

31 March 2013

1 Segment RevenueIn India 25,798,251,086 23,328,761,868 Outside India 24,321,287 - Total 25,822,572,373 23,328,761,868

2 Segment AssetsIn India 46,266,839,129 36,874,735,725 Outside India 177,094,292 26,869,162 Total 46,443,933,421 36,901,604,887 Unallocated 51,047,699 - Total 46,494,981,120 36,901,604,887

3 Capital expenditureIn India 10,396,767,764 8,093,508,758 Outside India 1,369,997 - Total 10,398,137,761 8,093,508,758 Unallocated - - Total 10,398,137,761 8,093,508,758

43 Previous year’s figures have been regrouped or reclassified, to confirm to the current year’s presentation wherever considered necessary.

summAry of sIgnIfICAnt ACCountIngPolicies and other Explanatory Information to the Consolidated Financial Statements for the year ended 31 March 2014

ANNUAL REPORT 2013-14109

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085

Independent Auditors’ Report

To the Board of Directors of Supreme Infrastructure India Limited

1. We have audited the accompanying consolidated financial statements of Supreme Infrastructure India Limited, (“the Company”) and its subsidiaries and associates hereinafter collectively referred to as the (“Group”), which comprise the consolidated Balance Sheet as at 31 March 2013, and the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

2. Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility3. Our responsibility is to express an opinion on these consolidated

financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on the financial statements of the subsidiaries and associates as noted below, the consolidated

financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at 31 March 2013;

ii) in the case of the consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Other Matter 7. We did not audit the financial statements of certain

subsidiaries and associates included in the consolidated financial statements, whose financial statements reflect total assets (after eliminating intra-group transactions) of ` 12,277,101,508 as at 31 March 2013; total revenues (after eliminating intra-group transactions) of ` 282,330,854 and net cash flows aggregating to `173,128,773 for the year then ended. These financial statements have been audited by other auditors whose audit reports have been furnished to us by the management, and our audit opinion on the consolidated financial statements of the Group for the year then ended to the extent they relate to the financial statements not audited by us as stated in this paragraph is based solely on the audit reports of the other auditors. Our opinion is not qualified in respect of this matter.

For Walker, Chandiok & Co For Shah & Kathariya Chartered Accountants Chartered AccountantsFirm Registration No: 001076N Firm Registration No: 115171W

per Amyn Jassani per P. M. KathariyaPartner PartnerMembership No: F -46447 Membership No: F -31315 Place: Mumbai Place: MumbaiDate: 28 May 2013 Date: 28 May 2013

F - 35

086 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Consolidated Balance Sheet as at 31 March 2013

Amounts in `Notes As at

31 March 2013 As at

31 March 2012Equity and liabilitiesShareholders' fundsShare capital 2 221,919,610 192,420,870 Reserves and surplus 3 5,827,716,022 3,345,294,394

6,049,635,632 3,537,715,264

Minority Interest 833,578,687 258,581,904

Non-current liabilitiesLong-term borrowings 4 14,235,206,249 9,781,921,281 Deferred tax liability (net) 5 111,435,923 109,825,780 Long-term provisions 6 42,293,667 18,549,971

14,388,935,839 9,910,297,032 Current liabilitiesShort-term borrowings 7 7,264,224,958 5,080,943,727 Trade payables 8 3,419,142,524 1,899,608,871 Other current liabilities 9 4,815,116,722 3,460,456,472 Short-term provisions 6 93,661,530 140,922,899

15,592,145,734 10,581,931,969 Total 36,864,295,892 24,288,526,169 AssetsNon-current assetsFixed assets

Tangible assets 10 3,274,890,233 3,061,490,907 Intangible assets 11 7,661,293,010 2,284,540,055 Capital work-in-progress 31,306,922 58,359,847 Intangible assets under development 7,925,698,106 5,928,163,340

Non-current investments 12 863,679,798 103,686,475 Long-term loans and advances 13 153,620,137 154,882,105 Other non-current assets 14 19,767,885 46,923,938

19,930,256,091 11,656,046,667 Current assetsCurrent investments 15 118,839,339 49,428,718 Inventories 16 2,302,748,915 1,967,098,994 Trade receivables 17 8,396,002,606 6,007,890,891 Cash and bank balances 18 1,988,937,384 1,205,538,257 Short-term loans and advances 13 4,127,511,557 3,402,522,642

16,934,039,801 12,632,479,502 Total 36,864,295,892 24,288,526,169 Significant Accounting Policies 1

The notes referred to above form an integral part of the financial statements This is the consolidated balance sheet referred to in our report of even date For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of Directors Chartered Accountants Chartered Accountants Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 28 May 2013 Date : 28 May 2013 Date : 28 May 2013

F - 36

087

Consolidated Statement of Profit and Loss for the year ended 31 March 2013

Amounts in `

Notes Year ended 31 March 2013

Year ended 31 March 2012

Revenue

Revenue from operations 19 23,328,761,868 17,269,867,169

Other income 20 54,181,915 37,531,641

Total 23,382,943,783 17,307,398,810

Expenses

Material and contractor costs 21 18,809,189,688 14,038,577,556

Changes in work-in-progress 22 (125,695,719) (234,737,598)

Employee benefit expense 23 558,966,445 386,137,217

Finance costs 24 1,656,932,152 1,239,329,784

Depreciation and amortisation expense 25 532,806,016 360,449,025

Other expenses 26 441,916,395 333,715,218

Total 21,874,114,977 16,123,471,202

Profit before tax, minority interest and share of profit/(loss) of associate 1,508,828,806 1,183,927,608

Tax expense

Current tax (504,931,827) (349,231,902)

Deferred tax (1,610,142) (20,832,656)

Tax adjustment for earlier years (24,363,970) -

Profit before minority interest and share of profit/(loss) of associate 977,922,867 813,863,050

Share of profit/(loss) of associate (54,667) (12,861)

Less : Share of profit/(loss) of minority interest 23,769,514 (22,523,532)

Net profit for the year 1,001,637,714 791,326,657

Earnings per equity share (Face value of ` 10 each) 27

Basic 59.81 47.25

Diluted 59.81 47.25

Significant Accounting Policies 1

The notes referred to above form an integral part of the financial statements This is the consolidated statement of profit and loss referred to in our report of even date For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of Directors Chartered Accountants Chartered Accountants Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 28 May 2013 Date : 28 May 2013 Date : 28 May 2013

F - 37

088 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Consolidated Cash Flow Statement for the year ended 31 March 2013

Amounts in `

Year ended 31 March 2013

Year ended 31 March 2012

A CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 1,508,828,806 1,183,927,608

Adjustment for:

Depreciation and amortisation 532,806,016 360,449,025

Provision for resurfacing expenses 17,406,844 5,462,733

Provision for doubtful debts 30,150,000 -

Profit on redemption of mutual funds 3,481,632 -

Interest income (50,498,743) (36,883,430)

Dividend income (91,138) (236,348)

Interest expenses 1,656,932,152 1,239,329,784

Operating profit before working capital changes 3,699,015,569 2,752,049,372

Adjustment for movement in working capital :

Increase in trade and other payables 1,251,886,120 2,241,672,098

Increase in inventories (335,649,921) (845,628,925)

Increase in trade receivables (2,418,261,715) (3,165,006,715)

Decrease in non current assets 27,156,053 -

Increase in loans and advances (705,726,947) (699,052,833)

Cash generated from operating activities 1,518,419,159 284,032,997

Income taxes paid (591,742,346) (394,053,631)

Net cash generated/ (used in) operating activities 926,676,813 (110,020,634)

B CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of tangible assets (7,250,834,429) (8,054,806,223)

(including capital work in progress and intangible assets under development)

Proceeds from disposal of tangible assets - 256,930,597

Investments in shares/ debentures/ mutual funds: (832,885,576) (11,469,848)

Subscription money pending allotment - (80,000,000)

Interest received 50,498,743 36,883,430

Dividends received 91,138 236,348

Net investments in bank deposits (having original maturity of more than three months) (370,580,798) (310,801,979)

Net cash used in investing activities (8,403,710,922) (8,163,027,675)

F - 38

089

Amounts in `

Year ended 31 March 2013

Year ended 31 March 2012

C CASH FLOW FROM FINANCING ACTIVITIES

Proceed from issue of equity shares 1,033,293,701 39,189,655

Proceed from issue of preference shares 1,091,453,380 -

Proceeds from borrowings 8,543,188,930 10,003,931,851

Repayment of borrowings (1,097,269,211) (330,325,305)

Interest paid (1,656,932,152) (1,220,027,845)

Dividends paid (including dividend tax) (23,882,210) (29,402,336)

Net cash generated from financing activities 7,889,852,438 8,463,366,020

Net increase/(decrease) in cash and cash equivalents 412,818,329 190,317,710

Cash and cash equivalents as at the beginning of the year 410,099,598 219,781,888

Cash and cash equivalents as at the end of the year (Also refer note 18) 822,917,927 410,099,598

Consolidated Cash Flow Statement for the year ended 31 March 2013

Notes : a) All figures in bracket are outflow b) Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.c) Cash and cash equivalent is cash and bank balance as per balance sheet including fixed deposits as the original maturity of the same

is within three months. d) The cash flow statement has been prepared under indirect method as per the Accounting Standard 3 ‘Cash Flow Statement’ issued

by the Institute of Chartered Accontants of India.

This is the consolidated cash flow statement referred to in our report of even date For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of Directors Chartered Accountants Chartered Accountants Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 28 May 2013 Date : 28 May 2013 Date : 28 May 2013

F - 39

090 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

1 Basis of Preparation The consolidated financial statements of Supreme Infrastructure India Limited (the ‘Company’), its subsidiary companies and associate have

been prepared to comply in all material respects with the notified Accounting Standards issued by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

Summary of Significant accounting policies

a. Principles of Consolidation (i) The consolidated financial statements of the group have been prepared in accordance with the Accounting Standard (‘AS’) 21,

‘Consolidated Financial Statements’ and AS 23 on ‘Accounting for Investments in Associates in Consolidated FinancialStatements’ notified by the companies (Accounting Standards) Rules 2006 (as amended).

(ii) The consolidated financial statements have been prepared using uniform accounting policies for the like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company’s separate financial statements.

(iii) The financial statement of the Company and its subsidiaries have been consolidated on a line to line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating all intra group transactions, balances and unrealised surpluses and deficit on transactions (also refer point no. iv below)

(iv) The Build, Operate and Transfer (BOT) contracts are governed by service concession agreements with government authorities (grantor). Under these agreements, the operator does not own the road, but gets “toll collection rights” against the construction services rendered. Since the construction revenue earned by the operator is considered as exchanged with the grantor against toll collection rights, profit from such contracts is considered as realized. Accordingly, BOT contracts awarded to group companies (operator), where the work is subcontracted to holding company, the intra group transactions on BOT contracts and profits arising thereon are taken as realised and not eliminated.

(v) The excess of the cost to the Company of its investment in a subsidiary companies over its share of the equity of the subsidiary companies at the dates on which the investment in the subsidiary companies are made, is recognised as ‘Goodwill’ being an asset in the consolidated financial statements and recognized separately as an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the date of investment is in excess of cost of investment of the Company, it is recognised as ‘Capital Reserve’ and shown under the head ‘Reserves and Surplus’, in the consolidated financial statements.

(vi) Goodwill arising out of acquisition of subsidiary company is not amortized and is tested for impairment.

(vii) Minority interest in the net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separately from liabilities and equity of the company’s shareholders. Minority interest in the net assets of consolidated subsidiaries consists of :

a) The amount of equity attributed to minority at the date on which investment in a subsidiary relationship came into existence.

b) The minority share of movement in equity since the date parent subsidiary relationship came into existence.

c) Minority interest share of net profit/(loss) of consolidated subsidiaries for the year is identified and adjusted against the profit after tax of the group..

b. Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of financial statements and the reported amount of revenue and expenses during the reporting year. Key estimates include estimate of useful life of fixed assets, unbilled revenue, income tax and future obligations under employee retirement benefit plans. Actual results could differ from those estimates. Any revision to accounting estimates will be recognized prospectively in the current and future periods.

c. Fixed assets Fixed assets are stated at cost of acquisition, less accumulated depreciation. Cost includes inward freight, duties, taxes, and incidental

expenses related to acquisition and installation up to the point the asset is ready for its intended use. Capital work in progress represents expenditure incurred in respect of capital projects under development and are carried at cost. Cost includes related acquisition expenses, construction cost, borrowing costs capitalized and other direct expenditure.

Intangible Assets Toll Collection Rights Intangibles are stated at cost, less accumulated amortization and impairment losses, if any. Expenditure related to and incurred during implementation of project are included under “Intangible Assets under Development”. The

same will be transferred to the respective intangible assets on completion of project. Intangible assets also includes software which are not integral part of the hardware are stated at cost less accumulated amortisation.

Costs for toll collection rights awarded against construction service by the grantor on BOT basis include direct and indirect expenses on construction of roads, bridges, culverts etc. and infrastructure at the toll plazas.

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091

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

d. Depreciation Depreciation on assets, other than pantoon, shuttering materials and truss, is provided on written down value method, pro rata from

the period of use of assets, at the rates stipulated in Schedule XIV of the Companies Act, 1956. Pantoon, shuttering material and truss are depreciated over the period of 5 years based on the management’s estimate of useful life of the asset. Individual assets costing less than ` 5,000 are depreciated in full in the year they are put to use..

Amortisation Toll Collection Rights are amortised over the period of concession, using revenue based amortisation as prescribed in the Schedule

XIV to the Companies Act, 1956. Under this methodology, the carrying value of the rights is amortised in the proportion of actual toll revenue for the year to projected revenue for the balance toll period, to reflect the pattern in which the assets economic benefits will be consumed. At each balance sheet date, the projected revenue for the balance toll period is reviewed by the mangement. If there is any change in the projected revenue from previous estimates, the amortisation of toll collection rights is changed prospectively to reflect any changes in the estimates.

e. Impairment of assets The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/

external factors. An impairment loss is recognized in the statement of profit and loss whenever the carrying amount of an asset or a cash generating unit exceeds its recoverable amount. The recoverable amount of the assets (or where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling price and its value in use..

f. Borrowing costs Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial period of time to get

ready for its intended use are added to the cost of such asset to the extent they relate to the period till such assets are ready to be put to use. Costs incurred in raising funds are amortised equally over the period for which the funds are acquired. Other borrowing costs are charged to Statement of Profit and Loss in the year in which it is accrued.

g. Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other

investments are classified as long-term investments. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of the investments. Current investments are carried at lower of cost and net realizable value determined on an individual investment basis.

h. Inventories Inventory of construction materials is stated at lower of cost and net realizable value. Cost is determined on first-in-first-out basis. i. Employee benefits (i) Defined Contribution Plan The Group makes contribution to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous

Provisions Act, 1952 and Employee State Insurance Fund in accordance with Employees State Insurance Corporation Act, 1948 which are defined contribution plans and contribution paid or payable is recognised as an expense in the period in which services are rendered by the employee.

(ii) Defined Benefit Plan Gratuity is a post employment benefit and is in the nature of a defined benefit plan. The liability recognised in the balance sheet

in respect of gratuity is the present value of the defined benefit/ obligation at the balance sheet date, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit/ obligation is calculated at or near the balance sheet date by an independent actuary using the projected unit credit method. Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged or credited to the Statement of Profit and Loss in the year to which such gains or losses relate.

(iii) All short term employee benefits are accounted on undiscounted basis during the accounting period based on services rendered by employees. The Group does not have a policy for compensating absences.

j. Revenue recognition i. Revenue from construction contracts The Group follows the percentage completion method, on the basis of physical measurement of work actually completed at the

balance sheet date, taking into account the contractual price and revision thereto by estimating total revenue and total cost till completion of the contract and the profit so determined has been accounted for proportionate to the percentage of the actual work done. Unbilled work-in-progress related to project works is valued at cost or estimated net realisable value, whichever is lower, till such time the outcome of the related project is ascertained reliably and at contract rates thereafter. Foreseeable losses are accounted for as and when they are determined except to the extent they are expected to be recovered through claims presented.

ii. Revenue from joint venture contracts a. Contracts executed in Joint Venture under work sharing arrangement (consortium) are accounted in accordance with the

accounting policy followed by the Group for an independent contract to the extent work is executed.

b. In respect of contracts executed in Integrated Joint Ventures under profit sharing arrangement, the services rendered to the Joint Ventures are accounted as income on accrual basis. The profit / loss is accounted for, as and when it is determined by the Joint Venture and the net investment in the Joint Venture is reflected as investments, loans and advances or current liabilities.

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092 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

iii. Income from Toll Contracts The net income from toll contracts on BOT basis are recognized on actual collection of toll revenue.

iv. Dividend is recognized when the right to receive the payment is established.

v. Interest and other income are accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted for on receipt basis.

k. Leases Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as

operating leases. Lease payments under operating lease are recognised as an expense in the statement of profit and loss on a straight line basis over the lease term.

l. Foreign currency transactions Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Monetary assets and

liabilities are translated at the year-end rate. Gains or losses arising out of remittance/translations at the year-end are credited / debited to the Statement of Profit and Loss except in cases of long term foreign currency monetary items where they relate to acquisition of fixed assets in which case they are adjusted to the carrying cost of such assets.

m. Cash and cash equivalents Cash and cash equivalents for purpose of the cash flow statements comprise cash at bank and in hand and short term investments

with an orignal maturity of three months or less. n. Resurfacing expenses Resurfacing costs are recognised and measured in accordance with AS 29 “Provisions, Contingent Liabilities and Contingent Assets” i.e.

at the best estimate of the expenditure required to settle the present obligation at each balance sheet date. o. Segment reporting Identification of segments The Group’s operating businesses are organised and managed separately taking into account the nature of the products, the differing

risks and returns, the organisation structure and internal reporting system.

Unallocated items Unallocated items include general corporate income and expense items which are not allocated to any business segment.

Segment accounting policies The Group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the

financial statements of the company as a whole.

p. Taxation Current tax Provision for current tax is recognized based on the estimated tax liability computed after taking credit for allowances and exemptions

in accordance with the Income Tax Act, 1961.

Deferred tax Deferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences between the

financial statements’ carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates or tax rates that are substantively enacted at the Balance Sheet dates. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment date. Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realization in the future. Such assets are reviewed at each Balance Sheet date to reassess realization. Timing differences originating and reversing during the tax holiday period are not considered for the purposes of computing deferred tax assets and liabilities.

q. Earnings per share Basic earnings per share is calculated by dividing the net profit or loss after tax for the year attributable to equity shareholders by the

weighted average number of equity shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential equity shares.

r. Provisions and Contingent liabilities A provision is recognized when the Group has a present obligation as a result of past events and it is probable that an outflow of resources

will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to thier present value and are determined based on management’s estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates. Provisions are recognized in the financial statements in respect of present probable obligations, for amounts which can be reliably estimated.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Group.

F - 42

093

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

Amounts in `

Number As at

31 March 2013 NumberAs at

31 March 2012

2 Share capitalAuthorised share capitalEquity shares of ` 10 each 30,000,000 300,000,000 30,000,000 300,000,000 1% Non cumulative redeemable preference shares of ` 10 each

20,000,000 200,000,000 20,000,000 200,000,000

50,000,000 500,000,000 50,000,000 500,000,000

Issued, subscribed and fully paid upEquity shares of ` 10 each 16,742,087 167,420,870 16,742,087 167,420,870 1% Non cumulative redeemable preference shares of ` 10 each [Also, refer note (d)]

2,500,000 25,000,000 2,500,000 25,000,000

Preference shares issued by subsidiary companies0.001% Compulsorily Convertible Cumulative Participatory Preference shares of `10 each [Also, refer note (e)]

2,949,874 29,498,740 - -

Total 22,191,961 221,919,610 19,242,087 192,420,870

a) Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period

Balance at the beginning of the year 16,742,087 167,420,870 16,742,087 167,420,870 Add : Issued during the year - - - - Add : Issued by a subsidiary 2,949,874 29,498,740 - -

Balance at the end of the year 19,691,961 196,919,610 16,742,087 167,420,870

b) Reconciliation of preference shares outstanding at the beginning and at the end of the reporting period

Balance at the beginning of the year 2,500,000 25,000,000 - - Add : Issued during the year [Also, refer note (d) below]

- - 2,500,000 25,000,000

Balance at the end of the year 2,500,000 25,000,000 2,500,000 25,000,000

c) Terms/rights attached to equity shares The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled

to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensusing Annual General Meeting, except interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) Rights, preferences, restrictions & conversion terms attached to preference shares The Company had, on 13 May 2011, alloted 2,500,000 non cumulative, non convertible, redeemable preference shares of ` 10

each at a premium of ` 90 per share to BHS Housing Private Limited (allotee). The Preference Shares shall be redeemable at any time after the expiry of two years but before the expiry of five years from the date of allotment redeemable at a premium of ` 90 per share.

These Preference Shares carry preferential right of dividend at the rate of 1%. The holders of Preference Shares have no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances. On a distribution of assets of the Company, on a winding-up or other return of capital (subject to certain exceptions), the holders of Preference Shares have priority over the holders of Equity Shares to receive the capital paid up on those shares.

e) 2,949,874 (31 March 2012 : NIL), 0.001% Compulsorily Convertible Cumulative Participatory Preference shares of `10 each issued by Supreme Infrastructure BOT Holdings Private Limited, a subsidiary company, shall be convertible into maximum of 1,489,442 Equity Shares at such times and such manner as specified in the investment agreement.

F - 43

094 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

f) Shareholders holding more than 5% of the shares in the Company as at balance sheet date

Number%

Shareholding Number%

Shareholding

Equity shares of `10 eachBhawanishankar H Sharma 3,699,000 22% 3,699,000 22%Vikram B Sharma 2,927,000 17% 2,800,000 17%Vikas B Sharma 1,800,000 11% 1,800,000 11%Kitara PIIN 1101 1,650,000 10% 1,101,983 7%Mavi Investment Fund Limited 162,382 1% 997,412 6%

Preference shares of `10 eachBHS Housing Private Limited 2,500,000 100% 2,500,000 100%

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

g) Aggregate number of bonus shares issued and shares issued for consideration other than cash during the period of five years immediately preceding the reporting date.

The Company has not issued any bonus shares nor has there been any buy back of shares during five years immediately preceeding 31 March 2013.

Amounts in `

As at 31 March 2013

As at 31 March 2012

3 Reserves and surplus

Securities premium account

Balance at the beginning of the year 908,621,501 683,621,501

Add : Amount arising on preference shares issued [Also, refer note 2 (d)] - 225,000,000

Add : Premium received on issue of shares by the subsidiary company [Also, refer note 2 (e)] 1,061,954,640 -

Balance at the end of the year 1,970,576,141 908,621,501

General reserve

Balance at the beginning of the year 156,132,483 123,282,483

Add : Transfer from statement of statement profit and loss 110,000,000 32,850,000

Add : Increase due to dilution of stake 458,296,916 -

Balance at the end of the year 724,429,399 156,132,483

Surplus in the statement of profit and loss

Balance at the beginning of the year 2,280,540,410 1,546,676,900

Add : Transferred from statement of profit and loss 1,001,637,714 791,326,657

Less : Proposed equity dividend 33,484,174 20,927,609

Less : Proposed preference dividend 250,295 250,000

Less : Tax on dividends 5,733,173 3,435,538

Less : Transfer to general reserve 110,000,000 32,850,000

Balance at the end of the year 3,132,710,482 2,280,540,410

Total 5,827,716,022 3,345,294,394

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

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095

Amounts in `

As at 31 March 2013

As at 31 March 2012

Long Term Current Portion Long Term Current Portion

4 Long term borrowingsSecuredExternal commercial borrowings 225,715,597 73,969,448 264,479,105 90,763,592 Term loans

From banks 10,471,677,604 1,038,195,261 6,504,822,664 614,483,663 From financial institutions 3,537,813,048 563,091,208 3,012,619,512 160,655,143

Total 14,235,206,249 1,675,255,917 9,781,921,281 865,902,398 Amount disclosed under "Other current liabilities" (Also refer note 9)

- (1,675,255,917) - (865,902,398)

14,235,206,249 - 9,781,921,281 -

External commercial borrowingsExternal commercial borrowings from Axis Bank carries interest @ LIBOR plus 3.45 percent per annum (quarterly rests). The loan is repayable within 7 years including moratorium of 27 months from the date of first disbursement in equal quarterly installments. The loan is secured by first charge on assets procured from this loan and pari passu second charge on the current assets of the Company and personal guarantee of the promoter directors. Term loans from banks(i) Term loan obtained from consortium bankers carries interest rate of base rate plus 2.75 percent to 3.50 percent and are secured by

hypothecation of assets which includes all movable fixed assets of the Company and fixed assets created out of these loans and personal guarantee of Company’s promoter directors. These loans are repayable over the period of 3-4 years.

(ii) Loan from other banks carries interest @ 10.20 to 13 percent per annum and are secured by hypothecation of the assets created out of these loan and personal guarantee of a director of the Company.

Term loans from financial institutions (i) Loans from SREI Equipment Finance Limited carries interest in the range of 13% to 17% per annum and are repayble in 36 monthly

installments over the tenure of the loans having various maturity dates. These loans are secured by first charge on the specific equipment financed by the Institution, pledge of shares held by a promoter director and personal guarantee of the promoter directors.

(ii) Loan from L&T Infrastructure Finance Company Limited which carries interest @ L&T Infra PLR minus 3% per annum and is repayble in 5 years with a moratorium period of 12 months from the date of first disbursement. The loan is secured by first pari passu charge by way of hypothecation on the entire current assets and encumbered movable fixed assets of the Company, current and future. This loan is further secured by first charge by way of equitable mortgage on pari passu basis on the immovable properties together with all structure and appurtenances thereon, demand promissory notes & personal guarantee of the promoter directors.

(iii) Loan from other Financial institution carries interest in the range of 12.75% to 13.75% per annum and are secured by hypothecation of the assets created out of these loans, personal guarantee of a director of the Company and demand promissory note issued by the Company.

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

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096 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Amounts in `

As at 31 March 2013

As at 31 March 2012

5 Deferred tax liability (Net)Deferred tax liability arising on account of :Timing difference between book depreciation and depreciation as per Income Tax Act, 1961 135,545,890 122,227,450 Total deferred tax liabilities (A) 135,545,890 122,227,450

Deferred tax asset arising on account of :Provision for bad and doubtful advances 6,910,784 6,910,784 Provision for doubtful debts 9,782,168 - Provision for employee benefits 7,417,015 5,490,886 Total deferred tax assets (B) 24,109,967 12,401,670 Net deferred tax liability (A-B) 111,435,923 109,825,780

Amounts in `

As at 31 March 2013

As at 31 March 2012

Long Term Short term Long Term Short term

6 ProvisionsProvision for employee benefits (Also, refer note 34)

19,424,090 1,620,969 13,087,238 2,021,221

Provision for resurfacing expenses (Also refer note 35)

22,869,577 - 5,462,733 -

Proposed dividend on equity shares - 33,484,174 - 20,927,609 Proposed dividend on preference shares - 250,295 - 250,000 Tax on proposed dividend - 5,733,173 - 2,704,601 Provision for taxation (net of advance tax) - 52,572,919 - 115,019,468

42,293,667 93,661,530 18,549,971 140,922,899

Amounts in `

As at 31 March 2013

As at 31 March 2012

7 Short-term borrowingsSecuredCash credit facilities from banks [Also, refer note (i) below] 7,214,343,109 5,040,002,178

UnsecuredLoans from related parties [Also, refer note (ii) below and note 30] 10,850,266 8,841,766 Loans from other parties [Also, refer note (ii) below] 39,031,583 32,099,783

7,264,224,958 5,080,943,727

Notes : (i) Cash Credit facilities availed from bankers are secured by first pari passu charge on the current assets of the Company and equitable

mortgage of Company’s office premises and property of one of the directors, extension of hypothecation charge on pari passu basis on fixed assets of the Company and assets created out of equipment loans and personal guarantee of Company’s directors. These facilities are repayable on demand.

(ii) Represents interest free loan and are repayable on demand.

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

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097

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

Amounts in `

As at 31 March 2013

As at 31 March 2012

8 Trade payables

Trade payables (Also refer note 36) 3,419,142,524 1,899,608,871

3,419,142,524 1,899,608,871

9 Other current liabilitiesCurrent Portion of long term borrowings (Also, refer note 4) 1,675,255,917 865,902,398 Dues for capital expenditure 1,061,677,677 219,071,968 Interest accrued on borrowings 6,589,868 19,301,939 Mobilisation advances from customers (Also, refer note 29) 1,131,324,557 1,429,287,798 Other advance from customers - 73,938,942 Retention payable 359,230,983 397,354,662 Unpaid dividends* 335,574 338,249 Unpaid share application money* 388,320 388,320 Book overdraft 208,211,882 228,076,408 Statutory dues 224,080,396 61,069,087 Other liabilities 148,021,548 165,726,701

4,815,116,722 3,460,456,472

* Not due for credit to Investor Education & Protection Fund

10 Tangible assets Amounts in ` Freehold

land Leasehold

land Buildings Plant and

equipment Furniture

and fixtures Vehicles Office

equipment Computers Total

Gross blockBalance as at 1 April 2011 680,067,226 5,470,000 374,915,134 2,149,350,762 11,865,803 116,394,456 7,581,440 7,765,440 3,353,410,261 Additions 21,076,349 - 156,818,349 566,332,645 2,783,564 11,359,907 3,237,638 2,540,409 764,148,861 Disposals - - - - - - - - - Balance as at 31 March 2012 701,143,575 5,470,000 531,733,483 2,715,683,407 14,649,367 127,754,363 10,819,078 10,305,849 4,117,559,122 Additions 1,150,000 - 64,861,585 469,658,198 41,450,818 2,522,912 2,698,507 2,088,075 584,430,095 Disposals - - - - - - - - - Balance as at 31 March 2013 702,293,575 5,470,000 596,595,068 3,185,341,605 56,100,185 130,277,275 13,517,585 12,393,924 4,701,989,217

Accumulated depreciation Balance as at 1 April 2011 - - 9,258,402 650,729,609 5,645,989 79,444,959 3,257,511 4,320,472 752,656,942 Depreciation charge - - 22,877,417 264,509,183 1,643,552 11,789,354 948,215 1,643,552 303,411,273 Reversal on disposal of assets - - - - - - - - - Balance as at 31 March 2012 - - 32,135,819 915,238,792 7,289,541 91,234,313 4,205,726 5,964,024 1,056,068,215 Depreciation charge - - 26,047,614 324,294,024 7,200,427 10,069,418 1,229,981 2,189,305 371,030,768 Reversal on disposal of assets - - - - - - - - - Balance as at 31 March 2013 - - 58,183,433 1,239,532,816 14,489,968 101,303,731 5,435,707 8,153,329 1,427,098,983

Net blockBalance as at 31 March 2012 701,143,575 5,470,000 499,597,664 1,800,444,615 7,359,826 36,520,050 6,613,352 4,341,825 3,061,490,907 Balance as at 31 March 2013 702,293,575 5,470,000 538,411,635 1,945,808,789 41,610,217 28,973,544 8,081,878 4,240,595 3,274,890,233

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098 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

11 Intangible assets Amounts in `

Toll Collection Rights

Goodwill Computer Software

Total

Gross block Balance as at 1 April 2011 - 27,042,460 - 27,042,460 Additions 2,286,476,991 28,058,356 - 2,314,535,347 Disposals - - - - Balance as at 31 March 2012 2,286,476,991 55,100,816 - 2,341,577,807 Additions 5,520,459,053 - 18,068,150 5,538,527,203 Disposals - - - - Balance as at 31 March 2013 7,806,936,044 55,100,816 18,068,150 7,880,105,010

Accumulated amortisationBalance as at 1 April 2011 - - - - Depreciation charge 57,037,752 - - 57,037,752 Reversal on disposal of assets - - - - Balance as at 31 March 2012 57,037,752 - - 57,037,752 Depreciation charge 158,784,341 - 2,989,907 161,774,248 Reversal on disposal of assets - - - - Balance as at 31 March 2013 215,822,093 - 2,989,907 218,812,000

Net blockBalance as at 31 March 2012 2,229,439,239 55,100,816 - 2,284,540,055 Balance as at 31 March 2013 7,591,113,951 55,100,816 15,078,243 7,661,293,010

Amounts in `

As at 31 March 2013

As at 31 March 2012

No. of Shares Book Value No. of Shares Book Value

12 Non-current investments (Valued at cost, fully paid up, unless stated otherwise)TradeInvestments in equity shares (unquoted)*Kalyan Sangam Infratech Limited (Face value of `100)

390,625 39,062,500 390,625 39,062,500

Mohol Kurul Kamti Mandrup Tollways Private Limited

4,900 49,000 - -

Less : Share of loss (13,764) - 35,236 -

Kotkapura Muktsar Tollways Private Limited 4,899 48,990 - - Less : Share of loss (13,764) -

35,226 - Sanjose Supreme Tollways Development Private Limited

4,000 40,000 4,000 40,000

Less : Share of loss (40,000) (12,861) - 27,139

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

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099

Amounts in `

As at 31 March 2013

As at 31 March 2012

No. of Shares Book Value No. of Shares Book Value

12 Non-current investments (Contd.)

Investments in preference shares (unquoted) *

Kalyan Sangam Infratech Limited (Face value of `100)

609,375 60,937,500 609,375 60,937,500

Investments in debentures*

Sanjose Supreme Tollways Development Private Limited

76,000,000 760,000,000 - -

Investment in unincorporated joint ventures

Supreme Siddhi JV [50% share (31 March 2012 - 50%)]

- 2,300,000 - 2,300,000

Non trade

Investments in equity shares (unquoted)*

Others

The Saraswat Co-op Bank Limited 2,500 50,836 2,500 50,836

Deogiri Nagri Sahakari Bank Limited 20,350 203,500 20,350 203,500

Jankalyan Bank Ltd. 25,000 250,000 25,000 250,000

Janta Sahakari Bank Ltd. 5,000 50,000 5,000 50,000

Co-operative society M.I.D.C. 500 5,000 500 5,000

Vaidyanath Bank 25,000 250,000 25,000 250,000

Solapur Janta Sah.Bank Ltd. 50,000 500,000 50,000 500,000

Investments in government securities

National savings certificates - - - 50,000

863,679,798 103,686,475

Aggregate amount of Investments

Aggregate amount of unquoted investment at cost

863,679,798 103,686,475

Provision for diminution in value of investments

- -

863,679,798 103,686,475

* Face value of ` 10 each, unless otherwise stated

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 49

100 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Amounts in `

As at 31 March 2013

As at 31 March 2012

Long term Short term Long term Short term

13 Loans and advances

(Unsecured, considered good unless otherwise stated)

Capital advances 70,221,177 - 49,090,000 -

Security deposits 3,398,960 782,148,909 31,990,668 284,621,405

Loans and advances to related parties (refer note 30)

Due from joint ventures - 376,196,735 - 605,208,949

Due from associate - - - 40,430,179

Advances recoverable in cash or kind -

- considered good - 2,098,431,678 - 1,319,034,876

- considered doubtful - 21,300,000 - 21,300,000

Other loans and advances -

Subscription money pending allotment * 80,000,000 - 80,000,000 -

Mobilisation and material advances - 526,985,823 - 769,734,530

Advances to employees - 27,454,367 - 10,594,145

Prepaid expenses - - 11,801,437 8,603,062

Balances with statutory / government authorities

- 316,294,045 - 364,295,495

153,620,137 4,148,811,557 172,882,105 3,423,822,642

Less : Provision for doubtful advances - (21,300,000) - (21,300,000)

153,620,137 4,127,511,557 172,882,105 3,402,522,642

* Subscription money pending allotment constitutes share application money in Kanaka Infratech Limited, amounting to ` 80,000,000 towards strategic investment in the company.

Amounts in `

As at 31 March 2013

As at 31 March 2012

14 Other non current assets

Non-current bank balances (Also, refer note 18) 19,767,885 46,923,938

19,767,885 46,923,938

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 50

101

Amounts in `

As at 31 March 2013

As at 31 March 2012

No. of Units Amount No. of Units Amount

15 Current investmentsInvestments in mutual funds*(Non-trade, unquoted, at lower of cost and fair value)Reliance Money Manager Fund - Institutional option

177 188,333 177 177,712

(Face value of ` 1,000 each)S.B.I. Capital Protection Oriental Fund Series - I 50,000 500,000 50,000 500,000 S.B.I. Gold Fund - I-Growth plan 250,000 2,500,000 250,000 2,500,000 S.B.I. Debt Fund - - 3,360,000 33,600,000 Axis Hybrid Fund-Series 1 - Growth plan 500,000 5,000,000 500,000 5,000,000 Axis Mid Cap Fund 250,000 2,500,000 250,000 2,500,000 Axis Triple Advantage Fund 264,869 2,651,006 264,868.51 2,651,006 Axis Bank Long Term Equity Fund 200,000 2,000,000 1,500 1,500,000 Axis Capital Protection Oriented Fund - Series 5 - Growth Plan

100,000 1,000,000 - -

Axis Capital Protection Oriented Fund - Series 3 - Growth Plan

99,990 1,000,000 99,990 1,000,000

SBI Mutual Fund 10,000,000 100,000,000 - - Axis Capital Protection Oriented Fund (Face value of ` 100 each)

1,500 1,500,000 - -

118,839,339 49,428,718 Aggregate market value of current investments 123,577,819 54,083,560

* Face value of ` 10 each, unless otherwise stated

Amounts in `

As at 31 March 2013

As at 31 March 2012

16 Inventories(as valued and certified by management)Construction materials 1,097,722,821 887,768,619 Unbilled work-in-progress 1,205,026,094 1,079,330,375

2,302,748,915 1,967,098,994

17 Trade receivables(unsecured, considered good)Outstanding for a period exceeding six months from the date they are due for payment - Considered good [Refer note (i) below] 1,799,150,063 2,838,841,158 - Considered doubtful 30,150,000 -

1,829,300,063 2,838,841,158 Less: Provision for doubtful debts (30,150,000) -

1,799,150,063 2,838,841,158 Other debts [Refer note (ii) below] 6,596,852,543 3,169,049,733

8,396,002,606 6,007,890,891 Notes :i Includes retention money 64,715,372 77,410,474 ii Includes retention money 975,943,728 961,505,200

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

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102 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Amounts in `

As at 31 March 2013

As at 31 March 2012

Non-current Current Non-current Current

18 Cash and bank balances

Cash and cash equivalents

Cash on hand - 60,237,889 - 32,628,653

Balances with banks in current accounts * - 762,680,038 - 377,470,945

- 822,917,927 - 410,099,598

Other bank balances

Earmarked bank balances

- Unpaid dividend account - 335,574 - 360,574

- IPO escrow account - 388,320 - 388,320

Margin money ** - 928,005,829 532,906,636

Bank deposits with maturity of more than 3 months but less than 12 months

- 237,289,734 - 261,783,129

Bank deposits with maturity of more than 12 months ***

19,767,885 - 46,923,938 -

19,767,885 1,988,937,384 46,923,938 1,205,538,257

Less : Amounts disclosed as Other non-current assets (Also, refer note 14)

(19,767,885) - (46,923,938) -

Total - 1,988,937,384 - 1,205,538,257

* Includes : ` 104,963 [31 March 2012 : ` 104,963] being unutilised money out of the public issue ** Pledged against guarantees issued by bank on behalf of the Company aggregating ` 6,138,527,331 *** Includes `14,999,540 [31 March 2012 : `14,999,540] pledged against loans from banks

Amounts in `

Year ended 31 March 2013

Year ended 31 March 2012

19 Revenue from operations

Sales and contract revenue 22,876,050,068 17,117,748,336

Toll Collection 452,711,800 152,118,833

23,328,761,868 17,269,867,169

20 Other incomeInterest income 50,498,743 36,883,430 Dividend income 91,138 236,348 Profit on redemption of mutual funds 3,481,632 - Other non-operating income 110,402 411,863

54,181,915 37,531,641

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 52

103

Amounts in `

Year ended 31 March 2013

Year ended 31 March 2012

21 Material and direct contract costs

Construction materials and componentsOpening stock 887,768,619 826,776,451 Add : Purchases during the year 7,272,326,182 4,971,509,366 Less: Closing stock 1,097,722,821 887,768,619 Construction materials and components consumed 7,062,371,980 4,910,517,198

Labour and Sub contract costs 10,827,749,424 8,455,465,814 Power and Fuel 223,102,800 142,764,056 Repairs to Plant and Machinery 37,704,590 32,521,584 Rent and Hire charges 362,794,783 170,250,120 Transportation charges 157,939,106 130,044,148 Other 137,527,005 197,014,638

18,809,189,688 14,038,577,556

22 Changes in work-in-progressOpening work in progress 1,079,330,375 844,592,777 Less: Closing work in progress 1,205,026,094 1,079,330,375

(125,695,719) (234,737,598)

23 Employee benefit expenseSalaries, wages and bonus 499,552,597 355,254,410 Contribution to gratuity (Also, refer note 34.A) 6,263,668 4,610,061 Contribution to provident and other defined contribution funds (Also, refer note 34.B) 14,861,836 8,345,241 Staff welfare expenses 38,288,344 17,927,505

558,966,445 386,137,217

24 Finance costs (net)

Interest expenses

- External commercial borrowings 19,690,631 15,166,685

- Term loans 1,045,981,879 755,595,003

- Cash credit facilities 665,961,268 486,029,774

- Others 2,389,809 86,553,870

Bank charges 94,997,681 70,432,471

1,829,021,268 1,413,777,803

Less : Interest capitalised and included in capital work in progress and intangible asset under development (Also refer note 40)

(172,089,116) (174,448,019)

1,656,932,152 1,239,329,784

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 53

104 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Amounts in `

Year ended 31 March 2013

Year ended 31 March 2012

25 Depreciation and amortisation expenseDepreciation of tangible assets (Also, refer note 10) 371,030,768 303,411,273 Amortisation of intangible assets (Also, refer note 11) 161,774,248 57,037,752

532,805,016 360,449,025

26 Other expensesPower and fuel 30,083,662 28,672,671 Rent 12,079,874 45,211,287 Repairs and maintenance

- Buildings 95,858 383,838 - Plant and equipment 841,570 80,880 - Others 2,026,047 1,171,112

Insurance 38,749,454 45,732,605 Rates and taxes 2,417,111 760,239 Resurfacing expenses (Also refer note 35) 17,406,844 5,462,733 Payments to auditors (Also, refer note 31) 6,233,885 6,116,170 Legal and professional 132,935,938 59,344,536 Provision for doubtful debts 30,150,000 - Travelling and conveyance 24,760,456 11,506,453 Printing and stationery 11,609,425 6,038,777 Communication expenses 13,395,941 8,959,265 Advertisement 14,263,689 10,139,044 Non executive directors' commission 6,250,000 4,400,000 Directors sitting fees 1,150,000 446,000 Foreign exchange loss - 48,247,650 Miscellaneous expenses 97,466,641 51,041,958

441,916,395 333,715,218

27 Earnings per share (EPS)Weighted average number of equity shares outstanding during the year 16,742,087 16,742,087 Add:- Dilutive effect - - Weighted average number of equity shares used to compute diluted EPS 16,742,087 16,742,087 Net Profit after tax 977,922,867 813,863,049 Less: Dividend on preference shares (including tax) (290,556) (290,556)Less: Share of loss of associate (54,667) (12,861)Less: Minority Interest 23,769,514 (22,523,532)Net Profit after tax attributable to equity shareholders 1,001,347,158 791,036,100 Earning per share :Basic 59.81 47.25 Diluted 59.81 47.25

28 Commitments Capital commitment Contracts remaining to be executed on capital account not provided for ` 12,071,495,553 (31 March 2012 - ` 17,070,000,000)

Other commitment The Company has entered into agreements with various government authorities and semi government corporations to develop road

and water supply facilities on Build-operate-transfer (BOT) and Public Private Partnership (PPP) basis through its certain subsidiary entities. The Company has a commitment to fund the cost of developing the infrastructure through a mix of debt and equity as per the estimated project cost.

29 Mobilisation advances include amounts taken from customers for project related expenses. These advances are subsequently

adjusted at pre-determined rates against the bills raised on the customers.

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 54

105

30 Related Party Disclosures : a) Names of related parties and description of relationship A Associate Sanjose Supreme Tollways Development Private Limited Kotkapura Muktsar Tollways Private Limited Mohol Kurul Kamti Tollways Private Limited B Joint ventures Supreme - MBL JV Petron - Supreme JV Supreme - Siddhi JV Supreme Zanders JV HGCL -Niraj-Supreme Infrastructure Private Limited

C Key management personnel (KMP) Mr. Bhawanishankar Sharma Mr. Vikram Sharma Mr. Vikas Sharma

D Relatives of key management personnel: Ms. Rita Sharma Ms. Barkha Sharma

E Companies in which key management personnel or their relatives have significant influence (Other related parties) Supreme Housing and Hospitality Private Limited BHS Housing Private Limited

b) The transactions with related parties for the year are as follows:

(Amounts in `)Transaction during the year Subsidiaries Associate Joint

venturesKey

Management Personnel

Relatives of Key

Management Personnel

Other related parties

Contract RevenueSupreme Manor Wada Bhiwandi Infrastructure Private Limited 1,536,142,590 - - - - -

(1,342,404,772) (-) (-) (-) (-) (-)Supreme Panvel Indapur Tollways Private Limited 1,819,824,602 - - - - -

(506,374,641) (-) (-) (-) (-) (-)Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited 2,086,230,115 - - - - -

(481,884,118) (-) (-) (-) (-) (-)Supreme Kopargaon Ahmednagar Tollways Private Limited - - - - - -

(780,502,784) (-) (-) (-) (-) (-)Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private 344,900,348 - - - - - Limited (-) (-) (-) (-) (-) (-)Sanjose Supreme Tollways Development Private Limited - 1,086,107,547 - - - -

(-) (-) (-) (-) (-) (-)Supreme Suyog Funicular Ropeways Private Limited 307,300,000 - - - - -

(-) (-) (-) (-) (-) (-)Petron Supreme JV - - - - - -

(-) (-) (147,530,525) (-) (-) (-)HGCL - Niraj - Supreme Infrastructure Private Limited - - 356,500,000 - - -

(-) (-) (512,432,154) (-) (-) (-)Supreme Housing and Hospitality Private Limited - - - - - 84,400,000

(-) (-) (-) (-) (-) (438,378,883)

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 55

106 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

b) The transactions with related parties for the year are as follows:

(Amounts in `)Transaction during the year Subsidiaries Associate Joint

venturesKey

Management Personnel

Relatives of Key

Management Personnel

Other related parties

PurchasesSupreme Siddhi JV - - 224,557,048 - - -

(-) (-) (-) (-) (-) (-)Expenses reimbursed toSupreme Siddhi JV - - - - - -

(-) (-) (248,912,122) (-) (-) (-)Receipt of unsecured loanMr. Bhawanishankar Sharma - - - 1,646,300 - -

(-) (-) (-) (3,301,940) (-) (-)Ms. Rita Sharma - - - - - -

(-) (-) (-) (-) (19,800,000) (-)Vikram Sharma - - - 2,962,200 - -

(-) (-) (-) (-) (-) (-)Repayment of unsecured loanMr. Bhawanishankar Sharma - - - - - -

(-) (-) (-) (18,799,130) (-) (-)Ms. Rita Sharma - - - - 2,600,000 -

(-) (-) (-) (-) (24,000,000) (-)BHS Housing Private Limited - - - - - -

(-) (-) (-) (-) (-) (10,897,589)Receipt of mobilisation advanceSupreme Zanders JV - - - - - -

(-) (-) (75,673,919) (-) (-) (-)Supreme Housing and Hospitality Private Limited - - - - - -

(-) (-) (-) (-) (-) (194,569,613)Directors remunerationMr. Bhawanishankar Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Mr. Vikram Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Mr. Vikas Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Loan givenSanjose Supreme Tollways Development Private Limited - - - - - -

(-) (40,430,179) (-) (-) (-) (-)HGCL - Niraj - Supreme Infrastructure Private Limited

- - - - - -

(-) (-) (152,045,594) (-) (-) (-)Supreme MBL JV - - - - - -

(-) (-) (71,956,638) (-) (-) (-)Repayment of loan givenSanjose Supreme Tollways Development Private Limited

- 40,430,179 - - -

-

(-) (-) (-) (-) (-) (-)Supreme MBL JV - - 203,505,603 - - -

(-) (-) (-) (-) (-) (-)HGCL - Niraj - Supreme Infrastructure Private Limited

- - 25,506,612 - - -

(-) (-) (-) (-) (-) (-)Supreme Siddhi JV - - - - - -

(-) (-) (27,221,207) (-) (-) (-)

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 56

107

c) Balances at the year end : (Amounts in `)

Particulars Subsidiaries Associate Joint ventures

Key Management

Personnel

Relatives of Key

Management Personnel

Other related parties

Short term borrowingsMr. Bhawanishankar Sharma - - - 4,688,066 - -

(-) (-) (-) (3,041,766) (-) (-)Ms. Rita Sharma - - - - 3,200,000 -

(-) (-) (-) (-) (5,800,000) (-)Mr. Vikram Sharma - - - 2,962,200 - -

(-) (-) (-) (-) (-) (-)Advance from customersSupreme Zanders JV - - - - - -

(-) (-) (23,311,156) (-) (-) (-)Supreme Housing & Hospitality Private Limited - - - - - -

(-) (-) (-) (-) (-) (17,142,162)Other current liabilitiesMr. Bhawanishankar Sharma - - - - - -

(-) (-) (-) (241,858) (-) (-)Mr. Vikram Sharma - - - - - -

(-) (-) (-) (241,858) (-) (-)Mr. Vikas Sharma - - - - - -

(-) (-) (-) (241,857) (-) (-)Ms. Barkha Sharma - - - - - -

(-) (-) (-) (-) (1,700,000) (-)Trade receivableSupreme Siddhi JV - - - - - -

(-) (-) (186,920,885) (-) (-) (-)Petron Supreme JV - - - - - -

(-) (-) (8,794,178) (-) (-) (-)HGCL - Niraj - Supreme Infrastructure Private Limited - - - - - -

(-) (-) (61,648,189) (-) (-) (-)Supreme Housing and Hospitality Private Limited - - - - - -

(-) (-) (-) (-) (-) (221,007,106)Loan and advancesOther loansSupreme MBL JV - - 249,657,753 - - -

(-) (-) (453,163,355) (-) (-) (-)Sanjose Supreme Tollways Development Private Limited - - - - - -

(-) (40,430,179) (-) (-) (-) (-)HGCL - Niraj - Supreme Infrastructure Private Limited - - 126,538,982 - - -

(-) (-) (152,045,594) (-) (-) (-)

(Figures in brackets represents previous year numbers)

Amounts in `

Year ended 31 March 2013

Year ended 31 March 2012

31 Auditor Remuneration (excluding service tax)

Audit fees 6,208,885 6,091,170

Tax audit fees 25,000 25,000

Total 6,233,885 6,116,170

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 57

108 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

Amounts in `

Particulars As at 31 March 2013

As at31 March 2012

32 Disclosures pursuant to Accounting Standard 7 (AS - 7) “Construction Contracts”A. Amount of contract revenue recognized as revenue during the year 22,876,050,068 17,560,465,324 B. Aggregate amount of cost incurred and recognized profits less recognized 19,988,475,961 14,038,577,556 losses upto the reporting date on Contract under progress Balances as at year endC. Amount of customer advances outstanding as on reporting date 1,131,324,557 1,429,287,798 D. Amount of retentions 1,040,659,100 1,038,915,674 E. Gross amount due from customers for contract work 7,355,343,506 4,920,409,226 F. Gross amount due to customers for contract work - -

33 Intra-group Turnover and Profits on BOT Construction Contracts The BOT contract are governed by service concession agreement with government (grantor). Under these agreement, the operator

does not own the road, but gets “toll collection rights” against the cost incurred for construction services. Since the construction cost incurred by the operator is considered as exchanged with the grantor against toll collection rights, profit from such contracts is considered as realized.

Accordingly, BOT contract awarded to group companies (operator), where work is subcontracted to fellow subsidiaries, the intra group transactions on BOT contracts and the profits arising thereon are taken as realized and not eliminated for consolidation under Accounting Standard 21.

The revenue and profit in respect of these transaction during the year is ` 6,094,397,655 (31 March 2012: ` 3,111,166,316) and ` 700,800,350 (31 March 2012: ` 486,027,205) respectively.

34 Employee benefits (Unfunded) A. Defined benefit plan The Company has gratuity as defined benefit retirement plan for its employees. Disclosures as required by Accounting

Standard-15 (Revised) for the year ended 31 March 2013 are as under:

Amounts in `As at

31 March 2013 As at

31 March 2012

1 Changes in the present value of defined benefit obligationDefined benefit obligation as at the beginning of the year 15,108,459 10,498,398 Service Cost 7,199,558 5,301,081 Interest Cost 1,270,319 866,118 Actuarial Losses/(Gains) (2,206,209) (1,557,138)Benefits Paid (327,068) - Defined benefit obligation as at the end of the year 21,045,059 15,108,459

2 The amount recognised in the Statement of Profit and Loss are as follows :Service Cost 7,199,558 5,301,081 Interest Cost 1,270,319 866,118 Net actuarial losses/(gain) recognised during the year (2,206,209) (1,557,138)Expense recognised in Statement of Profit and Loss 6,263,668 4,610,061

3 The amount recognised in the balance sheet are as follows :Present Value of the obligation as at the end of the year 21,045,059 15,108,459 Fair Value of Plan assets as at the end of the year - - Net Liability recognised in the balance sheet 21,045,059 15,108,459 Assumptions usedDiscount rate 8.20% 8.50%Future salary increase 8.50% 8.50%Retirement Age (in years) 58 58

B. Defined contribution plan The amount of contribution to provident fund and employee State insurance scheme recognised as expenses during the year

is ` 14,861,836 (31 March 2012 ` 8,345,241)

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 58

109

35 Resurfacing expenses The Group has a contractual obligation to maintain, replace or restore infrastructure at the end of each concession period. The Group

has recognised the provision in accordance with Accounting Standard (AS) – 29, Provision, Contingent Liabilities and Contingent Assets i.e. at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. Resurfacing expenses are to be paid out at the end of the concession period.

Amounts in `

As at 31 March 2013

As at 31 March 2012

ParticularsOpening Balance 5,462,733 - Obligation on new toll projects 17,406,844 5,462,733 Utilised/Reversed during the year - - Unused amount reversed during the year - - Closing balance 22,869,577 5,462,733

36 Micro, Small and Medium Enterprises There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days

as at March 31, 2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the statutory auditors.

37 Details of subsidiaries and associate whose financial statements have been consolidation as at 31 March 2012 are given below

Sr. No.

Name of the Company Proportion of ownership interest either directly or indirectly

As at 31 March 2013

As at 31 March 2012

Subsidiaries and sub - subsidiaries*1 Supreme Infrastructure BOT Private Limited ('SIBPL') 100% 100%2 Supreme Manor Wada Bhiwandi Infrastructure Private Limited

(Subsidiary of SIBPL) (Subsidiary Due to Control over Composition of Board of Director)

49% 49%

3 Supreme Infra Projects Private Limited (Subsidiary of SIBPL) 100% 100%4 Supreme Suyog Funicular Ropeways Private Limited

(Subsidiary of SIBPL)98% 98%

5 Supreme Infrastructure BOT Holdings Private Limited ('SIBHPL') 51% 100%6 Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited

(Subsidiary of SIBHPL)90% 90%

7 Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited (Subsidiary of SIBHPL)

100% 100%

8 Supreme Kopargaon Ahmednagar Tollways Private Limited 100% 100%9 Supreme Mega Structures Private Limited 60% 60%10 Supreme Panvel Indapur Tollways Private Limited 64%

(38% held through subsidiary)

64% (38% held through

subsidiary)11 Rudranee Infrastructure Limited 51% 51%12 Supreme Infrastructure Overseas LLC, Incorporated in Oman 60% -13 Kopargaon Ahmednagar Tollways (Phase I) Private Limited (Subsidiary of SIBPL) 100% -

Associate14 Sanjose Supreme Tollways Development Private Limited 40% 40%15 Kotkapura Muktsar Tollways Private Limited 49% -

* Entities incorporated in India, unless otherwise stated

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 59

110 SUPREME INFRASTRUCTURE INDIA LIMITEDANNUAL REPORT 2012-13

38 Joint venture disclosure Contracts executed by following joint ventures are accounted in accordance with accounting policy no. 1(j)(ii)(a) and (b).

Name of the Company Description of interest

Company’s share

Supreme - MBL JV Lead JV partner 60%

Petron - Supreme JV Minority JV partner

45%

Supreme Siddhi JV (India) Equal JV partner 50%

Supreme Zanders JV Lead JV partner 51%

HGCL -Niraj-Supreme Infrastructure Private Limited Equal JV partner 50%

39 Foreign currency transactions of the Company that are not hedged by derivative instruments or otherwise.

Currency 31 March 2013 31 March 2012

External Commercial borrowings $ 5,510,000 6,944,234

` 299,685,045 355,242,697

40 Capitalization of interest and upfront fees on loan taken by the Parent Company to intangible asset under development The Company in the current year has taken loan from SREI Infrastructure Finance Limited which were utilised by the Company for

investment in the equity shares and optionally convertible debentures of certain subsidiaries. To the extent that the amounts were utilised by the Company for construction of qualifying assets, the related interest and upfront fees incurred represents ‘Borrowing cost’ within the meaning of borrowing costs as given under AS 16 ‘Borrowing costs’ in the Companies (Accounting Standard) Rules, 2006.

Accordingly in the Consolidated Balance Sheet of the Group such expenditure amounting to ` 172,089,116 (31 March 2012 : ` 178,037,795) has been added to intangible asset under development

41 Segment Information a) The Company has disclosed business segment as primary segment. Segments have been identified taking in to account the

nature of the services, the differing risks and returns, the organisational structure and internal reporting system.

(b) The Company’s operations predominantly relate to Engineering, Procurement and Construction (‘EPC’) segment and Road Infrastructure Projects. Road Infrastrcture segment is related to BOT projects.

(c) The Company’s activities are restricted within India and hence no separate geographical segment disclosure is considered necessary.

(d) For the purpose of reporting, business segment is the primary segment and the geographical segment is the secondary segment.

(e) Segment revenue, segment results, segment assets, Segment liabilities include the respective amount identifiable to each of the segments as also amount allocated on reasonable basis.

(f ) The net expenses, which are not directly attributable to the business segment, are shown as unallocated corporate expenses

(g) Assets and Liabilities that can not be allocated between the segments are shown as a part of unallocated Corporate Assets and Liabilities respectively.

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

F - 60

111

(Amounts in `)EPC Road Infrastructure Total

Particulars 31 March 2013 31 March 2012 31 March 2013 31 March 2012 31 March 2013 31 March 2012

REVENUETotal External Revenue 16,781,652,413 13,996,804,020 452,711,800 161,896,833 17,234,364,213 14,158,700,853 Inter Segment Revenue 6,094,397,655 3,111,166,316 - - 6,094,397,655 3,111,166,316 Total Revenue 22,876,050,068 17,107,970,336 452,711,800 161,896,833 23,328,761,868 17,269,867,169 RESULTSegment Results - 2,337,785,702 - 47,940,049 - 2,385,725,751 Unallocated Corporate Expenses - - - - - - Operating Profit - - - - - 2,385,725,751 Other Income - - - - 54,181,915 37,531,641 Financial Expenses - - - 1,656,932,152 1,239,329,784 Profit Before Tax - - - - 1,602,750,237 1,183,927,608 Current Tax - - - - (504,931,827) (349,231,902)Deferred Tax - - - - (1,610,142) (20,832,656)Tax adjustment for earlier years (24,363,970) - Net profit after Tax but before Minority Interest - - - - 2,133,656,176 813,863,050 Less: Share of loss of associate - - - - (54,667) (12,861)Less : Share of profit/(loss) of minority interest - - - - 23,769,514 (22,523,532)Net profit - - - - 2,109,941,329 791,326,657

OTHER INFORMATIONSegment assets - 11,450,237,448 - 12,838,288,721 - 24,288,526,169 Unallocated corporate assets - - - - - - Total assets - 11,450,237,448 - 12,838,288,721 - 24,288,526,169 Segment Liabilities - 3,499,436,876 - 1,297,761,375 - 4,797,198,251 Unallocated corporate liabilities - - - - 22,497,018,736 15,346,292,160 Total liabilities - 3,499,436,876 - 1,297,761,375 22,497,018,736 20,143,490,411 Capital Expenditure - 665,293,077 - 7,345,988,538 - 8,011,281,615 Depreciation and Amortisation - 311,057,887 - 57,104,118 - 360,449,025 Non- cash expenses other then Depreciation and Amortisation - - - - -

42 The Group is in appeal with the Maharashtra Sales Tax Authority in respect of disallowance of VAT matter amounting to ̀ Nil ( 31 March 2012 - ` 3,128,974) for the year 2009-2010 .

43 Previous year’s figures have been regrouped or reclassified, to conform to the current year’s presentation wherever considered

necessary.

Notes to the Consolidated Financial Statements for the year ended 31 March 2013

For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of Directors Chartered Accountants Chartered Accountants Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director Vikas Sharma Vijay Joshi Wholetime Director Company Secretary Place : Mumbai Place : Mumbai Place : Mumbai Date : 28 May 2013 Date : 28 May 2013 Date : 28 May 2013

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AUDITORS’ REPORT

To the Board of Directors of Supreme Infrastructure IndiaLimited

1. We have audited the attached Consolidated BalanceSheet of Supreme Infrastructure India Limited and itssubsidiaries and associate (the ‘Group’), as at 31 March2012, and also the Consolidated Statement of Profit andLoss and the Consolidated Cash Flow Statement for theyear ended on that date annexed thereto (collectivelyreferred as the ‘consolidated financial statements’).These consolidated financial statements are theresponsibility of the Company’s management. Ourresponsibility is to express an opinion on theseconsolidated financial statements based on our audit.

2. We conducted our audit in accordance with the auditingstandards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the consolidatedfinancial statements are free of material misstatement.An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in theconsolidated financial statements. An audit also includesassessing the accounting principles used and significantestimates made by management, as well as evaluatingthe overall consolidated financial statement presentation.We believe that our audit provides a reasonable basis forour opinion.

3. We did not audit the financial statements of certainsubsidiaries and associate whose audited financialstatements reflect Group’s share of total assets (aftereliminating intra-group transactions) of ` 9,716,841,440,total revenue (after eliminating intra-group transactions)

For Walker, Chandiok & Co For Shah & KathariyaChartered Accountants Chartered AccountantsFirm Registration No: 001076N Firm Registration No: 115171W

per Amyn Jassani per P. M. KathariyaPartner PartnerMembership No: F -46447 Membership No: F -31315

Place : Mumbai Place : MumbaiDate : 29 August 2012 Date : 29 August 2012

of ` 2,748,204,453 and net cash inflow (after eliminatingintra-group transactions) of ` 24,661,682 as at 31 March2012. These financial statements and other financialinformation have been audited by other auditors, whosereports have been furnished to us, and our opinion isbased solely on the report of the other auditors.

4. We report that the consolidated financial statements havebeen prepared by the Company in accordance with therequirements of the Accounting Standard 21,‘Consolidated Financial Statements’ and AccountingStandard 23 on ‘Accounting for Investments in Associatesin Consolidated Financial Statements’ as notifiedpursuant to the Companies (Accounting Standards)Rules, 2006.

5. In our opinion and to the best of our information andaccording to the explanations given to us, the financialstatements dealt with by this report comply with theaccounting standards referred to in sub-section (3C) ofSection 211 of the Act and give the information requiredby the Act, in the manner so required and give a true andfair view in conformity with the accounting principlesgenerally accepted in India, in the case of:

i) the Consolidated Balance Sheet, of the state of affairsof the Company as at 31 March 2012;

ii) the Consolidated Statement of Profit and Loss, ofthe profit for the year ended on that date; and

iii) the Consolidated Cash Flow Statement, of the cashflows for the year ended on that date.

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SUPREME INFRASTRUCTURE INDIA LIMITED

CONSOLIDATED BALANCE SHEET as at 31 March 2012

As at As atNotes 31 March 2012 31 March 2011

Amounts in ` Amounts in `

Equity and liabilitiesShareholders’ fundsShare capital 2 192,420,870 167,420,870Reserves and surplus 3 3,345,294,394 2,353,580,884

3,537,715,264 2,521,001,754Share application money pending allotment [Also refer note 2(d)] - 250,000,000Minority Interest 258,581,904 1,651,307Non-current liabilitiesLong-term borrowings 4 9,781,921,281 2,303,051,069Deferred tax liability (net) 5 109,825,780 88,273,912Long-term provisions 6 18,549,971 10,498,398

9,910,297,032 2,401,823,379Current liabilitiesShort-term borrowings 7 5,080,943,727 2,886,207,392Trade payables 8 1,899,608,871 1,522,915,757Other current liabilities 9 3,460,456,472 1,607,975,751Short-term provisions 6 140,922,899 188,512,596

10,581,931,969 6,205,611,496Total 24,288,526,169 11,380,087,936AssetsNon-current assetsFixed assets

Tangible assets 10 3,061,490,907 2,645,412,826Intangible assets 11 2,284,540,055 27,042,460Capital work-in-progress 58,359,847 73,635,537Intangible assets under development (Also refer note 42) 5,928,163,340 980,290,242

Non-current investments 12 103,686,475 102,400,836Long-term loans and advances 13 172,882,105 311,272,269Other non-current assets 14 183,483,938 1,203,713

11,792,606,667 4,141,257,883Current assetsCurrent investments 15 49,428,718 39,257,370Inventories 16 2,015,664,983 1,170,036,058Trade receivables 17 5,959,324,902 2,794,318,187Cash and bank balances 18 1,068,978,257 567,858,568Short-term loans and advances 13 3,402,522,642 2,667,359,870

12,495,919,502 7,238,830,053Total 24,288,526,169 11,380,087,936The notes referred to above form an integral part of the financial statements

This is the consolidated balance sheet referred to in our report of even date

For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of DirectorsChartered Accountants Chartered Accountants

Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director

Vikas Sharma Vijay JoshiWholetime Director Company Secretary

Place : Mumbai Place : Mumbai Place : MumbaiDate : 29 August 2012 Date : 29 August 2012 Date : 29 August 2012

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the Year Ended 31st March 2012

Notes Year ended Year ended31 March 2012 31 March 2011

Amounts in ` Amounts in `

Revenue

Revenue from operations 19 17,269,867,169 9,200,812,811

Other income 20 37,531,641 14,752,479

Total 17,307,398,810 9,215,565,290

Expenses

Material and contractor costs 21 14,038,577,556 7,473,885,778

Changes in work-in-progress 22 (234,737,598) (293,936,409)

Employee benefit expense 23 386,137,217 273,046,842

Finance costs 24 1,239,329,784 410,854,696

Depreciation and amortisation expense 25 360,449,025 252,846,040

Other expenses 26 333,715,218 183,500,883

Total 16,123,471,202 8,300,197,830

Profit before tax, minority interest and share of profit/(loss)

of associate 1,183,927,608 915,367,460

Tax expense

Current tax (349,231,902) (203,418,635)

Deferred tax (20,832,656) 18,112,021

Tax adjustment for earlier years - (16,741,050)

Profit before minority interest and share of profit/(loss)

of associate 813,863,050 713,319,796

Less : Share of profit/(loss) of associate (12,861) -

Less : Share of profit/(loss) of minority interest (22,523,532) (691,307)

Net profit for the year 791,326,657 712,628,489

Earnings per equity share (Face value of ` 10 each) 27

Basic 47.25 45.28

Diluted 47.25 45.28

The notes referred to above form an integral part of the financial statements

This is the consolidated statement of profit and loss referred to in our report of even date

For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of DirectorsChartered Accountants Chartered Accountants

Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director

Vikas Sharma Vijay JoshiWholetime Director Company Secretary

Place : Mumbai Place : Mumbai Place : MumbaiDate : 29 August 2012 Date : 29 August 2012 Date : 29 August 2012

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SUPREME INFRASTRUCTURE INDIA LIMITED

CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 March 2012

Year ended Year ended31 March 2012 31 March 2011

Amounts in ` Amounts in `

A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 1,183,927,608 915,367,460

Adjustment for:

Depreciation and amortisation 360,449,025 252,652,455

Preliminary expenditure written off - 38,964

Provision for doubtful advances (net) - 21,300,000

Profit on redemption of mutual funds - (2,407,799)

Interest income (36,883,430) (5,693,332)

Dividend income (176,348) (502,423)

Interest expenses 1,239,329,783 359,542,788

Operating profit before working capital changes 2,746,646,638 1,540,298,113

Adjustment for:

Increase in trade and other payables 2,247,134,831 1,183,930,648

Increase in inventories (845,628,925) (530,162,171)

Increase in trade receivables (3,165,006,715) (895,191,925)

Increase in loans and advances (699,052,833) (2,020,827,038)

Cash used in operating activities 284,092,995 (721,952,373)

Income taxes paid (394,053,631) (58,890,061)

Net cash generated used in operating activities (109,960,636) (780,842,434)

B. CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of tangible assets (8,054,806,223) (1,537,381,070)

(including capital work in progress and intangible assets under development)

Proceeds from disposal of tangible assets 256,930,597 3,959,959

Investments in :

- Joint venture - (800,000)

- others (11,469,848) (448,620,000)

Sale of investment - 432,638,399

Subscription money pending allotment (80,000,000) (251,722,355)

Interest received 36,883,430 5,693,332

Dividends received 176,348 502,423

Net investments in bank deposits (having original

maturity of more than three months) (310,801,979) (348,076,680)

Net cash used in investing activities (8,163,087,675) (2,143,805,992)

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CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 March 2012

For Walker, Chandiok & Co For Shah & Kathariya For and on behalf of the Board of DirectorsChartered Accountants Chartered Accountants

Amyn Jassani P. M. Kathariya B. H. Sharma Vikram SharmaPartner Partner Chairman Managing Director

Vikas Sharma Vijay JoshiWholetime Director Company Secretary

Place : Mumbai Place : Mumbai Place : MumbaiDate : 29 August 2012 Date : 29 August 2012 Date : 29 August 2012

Year ended Year ended31 March 2012 31 March 2011

Amounts in ` Amounts in `

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of share capital and conversion of share warrants - 284,911,875

Proceed from issue of equity shares to minority shareholders 39,189,655 450,000

Proceeds from borrowings 10,003,931,851 2,904,634,238

Repayment of borrowings (330,325,305) (67,282,588)

Interest paid (1,220,027,844) (359,542,788)

Share application money received - 250,000,000

Dividends paid (including dividend tax) (29,402,336) (25,113,131)

Net cash generated from financing activities 8,463,366,021 2,988,057,606

Net increase/(decrease) in cash and cash equivalents 190,317,710 63,409,180

Cash and cash equivalents as at the beginning of the year 219,781,888 156,372,708

Cash and cash equivalents as at the end of the year (Also refer note 18) 410,099,598 219,781,888

Notes :

a) All figures in bracket represents outflow

b) Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financingactivities.

c) Cash and cash equivalent is cash and bank balance as per balance sheet including fixed deposits as the originalmaturity of the same is within three months.

d) The cash flow statement has been prepared under indirect method as per the Accounting Standard 3 ‘Cash FlowStatement’ issued by the Institute of Chartered Accountants of India.

This is the consolidated cash flow statement referred to in our report of even date

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SUPREME INFRASTRUCTURE INDIA LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

1. Basis of PreparationThe consolidated financial statements of SupremeInfrastructure India Limited (the ‘Company’), its subsidiarycompanies and associate have been prepared to comply inall material respects with the notified Accounting Standardsissued by the Companies (Accounting Standards) Rules,2006 (as amended) and the relevant provisions of theCompanies Act, 1956. The financial statements have beenprepared under the historical cost convention on an accrualbasis. The accounting policies have been consistently appliedby the Company and are consistent with those used in theprevious year.Summary of Significant accounting policiesa. Principles of Consolidation

i. The consolidated financial statements of the grouphave been prepared in accordance with theAccounting Standard (‘AS’) 21, ‘ConsolidatedFinancial Statements’ and AS 23 on ‘Accounting forInvestments in Associates in Consolidated FinancialStatements’ notified by the companies (AccountingStandards) Rules 2006 (as amended).

ii. The consolidated financial statements have beenprepared using uniform accounting policies for thelike transactions and other events in similarcircumstances and are presented, to the extentpossible, in the same manner as the Company’sseparate financial statements.

iii. The financial statement of the Company and itssubsidiaries have been consolidated on a line toline basis by adding together the book values of likeitems of assets, liabilities, income and expensesafter eliminating all intra group transactions,balances and unrealised surpluses and deficit ontransactions (also refer point no. iv below)

iv. The Build, Operate and Transfer (BOT) contracts aregoverned by service concession agreements withgovernment authorities (grantor). Under theseagreements, the operator does not own the road,but gets “toll collection rights” against theconstruction services rendered. Since theconstruction revenue earned by the operator isconsidered as exchanged with the grantor againsttoll collection rights, profit from such contracts isconsidered as realized. Accordingly, BOT contractsawarded to group companies (operator), where thework is subcontracted to holding company, the intragroup transactions on BOT contracts and profitsarising thereon are taken as realised and noteliminated.

v. The excess of the cost to the Company of itsinvestment in a subsidiary companies over its shareof the equity of the subsidiary companies at the dateson which the investment in the subsidiary companiesare made, is recognised as ‘Goodwill’ being anasset in the consolidated financial statements andrecognized separately as an asset in theconsolidated financial statements. Alternatively,where the share of equity in the subsidiary

companies as on the date of investment is in excessof cost of investment of the Company, it is recognisedas ‘Capital Reserve’ and shown under the head‘Reserves and Surplus’, in the consolidated financialstatements.

vi. Goodwill arising out of acquisition of subsidiarycompany is not amortized and is tested forimpairment.

vii. Minority interest in the net assets of consolidatedsubsidiaries is identified and presented in theconsolidated balance sheet separately from liabilitiesand equity of the company’s shareholders. Minorityinterest in the net assets of consolidatedsubsidiaries consists of :

a) The amount of equity attributed to minority at the date onwhich investment in a subsidiary relationship came intoexistence.

b) The minority share of movement in equity since the dateparent subsidiary relationship came into existence.

c) Minority interest share of net profit/(loss) of consolidatedsubsidiaries for the year is identified and adjustedagainst the profit after tax of the group.

b. Use of estimatesThe preparation of the financial statements in conformitywith generally accepted accounting principles requiresmanagement to make estimates and assumptions thataffect the reported amounts of assets and liabilities,disclosure of contingent liabilities as at the date offinancial statements and the reported amount of revenueand expenses during the reporting year. Key estimatesinclude estimate of useful life of fixed assets, unbilledrevenue, income tax and future obligations underemployee retirement benefit plans. Actual results coulddiffer from those estimates. Any revision to accountingestimates will be recognized prospectively in the currentand future periods.

c. Fixed assetsFixed assets are stated at cost of acquisition, lessaccumulated depreciation. Cost includes inward freight,duties, taxes, and incidental expenses related toacquisition and installation up to the point the asset isready for its intended use.Capital work in progress represents expenditure incurredin respect of capital projects under development and arecarried at cost. Cost includes related acquisitionexpenses, construction cost, borrowing costs capitalizedand other direct expenditure.Intangible AssetsToll Collection RightsIntangibles are stated at cost, less accumulatedamortization and impairment losses, if any.Expenditure related to and incurred duringimplementation of project are included under “IntangibleAssets under Development”. The same will be transferredto the respective intangible assets on completion ofproject.Costs for toll collection rights awarded againstconstruction service by the grantor on BOT basis include

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direct and indirect expenses on construction of roads,bridges, culverts etc. and infrastructure at the toll plazas.

d. DepreciationDepreciation on assets, other than pantoon, shutteringmaterials and truss, is provided on written down valuemethod, pro rata from the period of use of assets, at therates stipulated in Schedule XIV of the Companies Act,1956. Pantoon, shuttering material and truss aredepreciated over the period of 5 years based on themanagement’s estimate of useful life of the asset.Individual assets costing less than ̀ 5,000 are depreciatedin full in the year they are put to use.AmortisationToll Collection Rights are amortised over the period ofconcession, using revenue based amortisation asprescribed in the Schedule XIV to the Companies Act,1956. Under this methodology, the carrying value of therights is amortised in the proportion of actual toll revenuefor the year to projected revenue for the balance toll period,to reflect the pattern in which the assets economic benefitswill be consumed. At each balance sheet date, theprojected revenue for the balance toll period is reviewedby the mangement. If there is any change in the projectedrevenue from previous estimates, the amortisation of tollcollection rights is changed prospectively to reflect anychanges in the estimates.

e. Impairment of assetsThe carrying amounts of assets are reviewed at eachbalance sheet date if there is any indication of impairmentbased on internal/external factors. An impairment loss isrecognized in the statement of profit and loss wheneverthe carrying amount of an asset or a cash generating unitexceeds its recoverable amount. The recoverable amountof the assets (or where applicable, that of the cashgenerating unit to which the asset belongs) is estimatedas the higher of its net selling price and its value in use.

f. Borrowing costsBorrowing costs relating to acquisition, construction orproduction of a qualifying asset which takes substantialperiod of time to get ready for its intended use are addedto the cost of such asset to the extent they relate to theperiod till such assets are ready to be put to use. Costsincurred in raising funds are amortised equally over theperiod for which the funds are acquired. Other borrowingcosts are charged to Statement of Profit and Loss in theyear in which it is accrued.

g. InvestmentsInvestments that are readily realisable and intended tobe held for not more than a year are classified as currentinvestments. All other investments are classified as long-term investments. Long-term investments are carried atcost. However, provision for diminution in value is madeto recognise a decline other than temporary in the valueof the investments. Current investments are carried atlower of cost and net realizable value determined on anindividual investment basis.

h. Inventory of construction materials is stated at lower ofcost and net realizable value. Cost is determined on first-in-first-out basis.

i. Employee benefitsi) Defined Contribution Plan

The Group makes contribution to statutory providentfund in accordance with Employees Provident Fundand Miscellaneous Provisions Act, 1952 andEmployee State Insurance Fund in accordance withEmployees State Insurance Corporation Act, 1948which are defined contribution plans and contributionpaid or payable is recognised as an expense in theperiod in which services are rendered by theemployee.

ii) Defined Benefit PlanGratuity is a post employment benefit and is in thenature of a defined benefit plan. The liabilityrecognised in the balance sheet in respect of gratuityis the present value of the defined benefit/ obligationat the balance sheet date, together with adjustmentsfor unrecognised actuarial gains or losses and pastservice costs. The defined benefit/ obligation iscalculated at or near the balance sheet date by anindependent actuary using the projected unit creditmethod.Actuarial gains and losses arising from pastexperience and changes in actuarial assumptionsare charged or credited to the Statement of Profit andLoss in the year to which such gains or losses relate.

iii) All short term employee benefits are accounted onundiscounted basis during the accounting periodbased on services rendered by employees. TheGroup does not have a policy for compensatingabsences.

j. Revenue recognitioni. Revenue from construction contracts

The Group follows the percentage completionmethod, on the basis of physical measurement ofwork actually completed at the balance sheet date,taking into account the contractual price and revisionthereto by estimating total revenue and total cost tillcompletion of the contract and the profit so determinedhas been accounted for proportionate to thepercentage of the actual work done. Unbilled work-in-progress is valued at contract rates. Foreseeablelosses are accounted for as and when they aredetermined except to the extent they are expected tobe recovered through claims presented.

ii. Revenue from joint venture contracts.a. Contracts executed in Joint Venture under work

sharing arrangement (consortium) areaccounted in accordance with the accountingpolicy followed by the Group for an independentcontract to the extent work is executed.

b. In respect of contracts executed in IntegratedJoint Ventures under profit sharing arrangement,the services rendered to the Joint Ventures areaccounted as income on accrual basis. The profit/ loss is accounted for, as and when it isdetermined by the Joint Venture and the netinvestment in the Joint Venture is reflected as

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

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SUPREME INFRASTRUCTURE INDIA LIMITED

investments, loans and advances or currentliabilities.

iii. Income from Toll ContractsThe net income from toll contracts on BOT basis arerecognized on actual collection of toll revenue.

iv. Dividend is recognized when the right to receive thepayment is established.

v. Interest and other income are accounted for onaccrual basis except where the receipt of income isuncertain in which case it is accounted for on receiptbasis.

k. LeasesLeases in which the Company does not transfersubstantially all the risks and benefits of ownership ofthe asset are classified as operating leases. Leasepayments under operating lease are recognised as anexpense in the statement of profit and loss on a straightline basis over the lease term.

l. Foreign currency transactionsTransactions in foreign currencies are recorded at theexchange rate prevailing on the date of the transaction.Monetary assets and liabilities are translated at the year-end rate. Gains or losses arising out of remittance/translations at the year-end are credited / debited to theStatement of Profit and Loss except in cases of long termforeign currency monetary items where they relate toacquisition of fixed assets in which case they are adjustedto the carrying cost of such assets.

m. Cash and cash equivalentsCash and cash equivalents for purpose of the cash flowstatements comprise cash at bank and in hand and shortterm investments with an orignal maturity of three monthsor less.

n. Resurfacing expensesResurfacing costs are recognised and measured inaccordance with AS 29 “Provisions, Contingent Liabilitiesand Contingent Assets” i.e. at the best estimate of theexpenditure required to settle the present obligation ateach balance sheet date.

o. Segment reportingIdentification of segmentsThe Group’s operating businesses are organised andmanaged separately taking into account the nature of theproducts, the differing risks and returns, the organisationstructure and internal reporting system.Unallocated itemsUnallocated items include general corporate income andexpense items which are not allocated to any businesssegment.Segment accounting policiesThe Group prepares its segment information in conformitywith the accounting policies adopted for preparing andpresenting the financial statements of the company as awhole.

p. TaxationCurrent tax :Provision for current tax is recognized based on theestimated tax liability computed after taking credit forallowances and exemptions in accordance with theIncome Tax Act, 1961.Deferred tax :Deferred tax assets and liabilities are recognized for thefuture tax consequences attributable to timing differencesbetween the financial statements’ carrying amounts ofexisting assets and liabilities and their respective taxbasis. Deferred tax assets and liabilities are measuredusing the enacted tax rates or tax rates that aresubstantively enacted at the Balance Sheet dates. Theeffect on deferred tax assets and liabilities of a change intax rates is recognised in the period that includes theenactment date. Where there is unabsorbed depreciationor carry forward losses, deferred tax assets are recognizedonly if there is virtual certainty supported by convincingevidence that they can be realised against future taxableprofits. Other deferred tax assets are recognized only tothe extent there is reasonable certainty of realization inthe future. Such assets are reviewed at each BalanceSheet date to reassess realization. Timing differencesoriginating and reversing during the tax holiday periodare not considered for the purposes of computingdeferred tax assets and liabilities.

q. Earnings per shareBasic earnings per share is calculated by dividing the netprofit or loss after tax for the year attributable to equityshareholders by the weighted average number of equityshares outstanding during the year. The number ofshares used in computing diluted earnings per sharecomprises the weighted average number of sharesconsidered for deriving basic earnings per share andalso the weighted average number of shares which couldhave been issued on conversion of all dilutive potentialequity shares.

r. Provisions and Contingent liabilitiesA provision is recognized when the Group has a presentobligation as a result of past events and it is probablethat an outflow of resources will be required to settle theobligation, in respect of which a reliable estimate can bemade. Provisions are not discounted to thier present valueand are determined based on management’s estimaterequired to settle the obligation at the Balance Sheet date.These are reviewed at each Balance Sheet date andadjusted to reflect the current management estimates.Provisions are recognized in the financial statements inrespect of present probable obligations, for amountswhich can be reliably estimated.Contingent Liabilities are disclosed in respect of possibleobligations that arise from past events, whose existencewould be confirmed by the occurrence or non occurrenceof one or more uncertain future events not wholly withinthe control of the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

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As at As at31 March 2012 31 March 2011

Number Amounts in ` Number Amounts in ` 2 Share capital

Authorised share capitalEquity shares of `10 each 30,000,000 300,000,000 30,000,000 300,000,0001% Non cumulative redeemable preferenceshares of ` 10 each 20,000,000 200,000,000 20,000,000 200,000,000

50,000,000 500,000,000 50,000,000 500,000,000Issued, subscribed and fully paid upEquity shares of ` 10 each 16,742,087 167,420,870 16,742,087 167,420,8701% Non cumulative redeemable preferenceshares of ` 10 each 2,500,000 25,000,000 - -[Also, refer note (d) below]Total 19,242,087 192,420,870 16,742,087 167,420,870

a) Reconciliation of equity shares outstanding atthe beginning and at the end of the reportingperiodBalance at the beginning of the year 16,742,087 167,420,870 13,875,812 138,758,120Add : Issued during the year [Also, refernote (g) below] - - 2,866,275 28,662,750Balance at the end of the year 16,742,087 167,420,870 16,742,087 167,420,870

b) Reconciliation of preference sharesoutstanding at the beginning and at the endof the reporting periodBalance at the beginning of the year - - - -Add : Issued during the year [Also, refernote (d) below] 2,500,000 25,000,000 - -

2,500,000 25,000,000 - -

c) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity sharesis entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposedby the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, exceptinterim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of theCompany, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number ofequity shares held by the shareholders.

d) Rights, preferences, restrictions & conversion terms attached to preference shares

The Company has, on 13 May 2011, alloted 2,500,000 non cumulative, non convertible, redeemable preference sharesof ` 10 each at a premium of ` 90 per share to BHS Housing Private Limited (allotee). The Preference Shares shall beredeemable at any time after the expiry of two years but before the expiry of five years from the date of allotmentredeemable at a premium of ` 90 per share.

These Preference Shares carry preferential right of dividend at the rate of 1% . The holders of Preference Shares haveno rights to receive notices of, attend or vote at general meetings except in certain limited circumstances. On adistribution of assets of the Company, on a winding-up or other return of capital (subject to certain exceptions), theholders of Preference Shares have priority over the holders of Equity Shares to receive the capital paid up on thoseshares.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

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e) Shareholders holding more than 5% of the shares in the Company as at balance sheet date

Number % Shareholding Number % ShareholdingEquity shares of `10 eachBhawanishankar H Sharma 3,699,000 22% 3,699,000 22%Vikram B Sharma 2,800,000 17% 2,800,000 17%Vikas B Sharma 1,800,000 11% 1,800,000 11%Kitara PIIN 1101 1,101,983 7% - -Mavi Investment Fund Limited 997,412 6% 1,000,000 6%Preference shares of ` 10 eachBHS Housing Private Limited 2,500,000 100% - -

As per records of the Company, including its register of shareholders/members and other declarations received fromshareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership ofshares.

f) Aggregate number of bonus shares issued and shares issued for consideration other than cash during the periodof five years immediately preceding the reporting date

The Company has not issued any bonus shares nor has there been any buy back of shares during five years immediatelypreceeding 31 March 2012.

g) i) The Company allotted 2,000,000 warrants of ` 10 each at a premium of ` 50 per warrant on preferential basis topromoter and one of the existing share holders pursuant to the approval of the members by special resolution atthe Extra Ordinary General Meeting of the Company held on June 26, 2009, which were converted into equityshares on August 7, 2010.

ii) The Company made preferential allotment of 416,275 equity shares to Supreme Construction & DevelopersPrivate Limited and 450,000 equity shares to Pivotal Securities Private Limited of ` 10 each at a premium of `215per share on August 6, 2010.

As at As at31 March 2012 31 March 2011

Amounts in ` Amounts in `

3 Reserves and surplusSecurities premium accountBalance at the beginning of the year 683,621,501 397,372,376Add : Amount arising on preference shares issued[Also, refer note 2 (d)] 225,000,000 -Add : Amount arising on preferential allotment and conversion ofshare warrants [Also, refer note 2 (g)] - 286,249,125Balance at the end of the year 908,621,501 683,621,501

General reserveBalance at the beginning of the year 123,282,483 103,282,483Add : Transfer from statement of profit and loss 32,850,000 20,000,000Balance at the end of the year 156,132,483 123,282,483

Surplus in the statement of profit and lossBalance at the beginning of the year 1,546,676,900 883,481,932Add : Transferred from statement of profit and loss 791,326,657 712,628,489Less : Proposed equity dividend 20,927,609 25,227,022[Includes short provision of earlier year ` Nil (31 March 2011 : ` 4,299,413)Less : Proposed preference dividend 250,000 -Less : Tax on dividends 3,435,538 4,206,499[Includes short provision of earlier year ` Nil (31 March 2011 : ` 730,685)Less : Transfer to general reserve 32,850,000 20,000,000Balance at the end of the year 2,280,540,410 1,546,676,900Total 3,345,294,394 2,353,580,884

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

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As at 31 March 2012 As at 31 March 2011Amounts in ` Amounts in `

Long Term Current Portion Long TermCurrent Portion4 Long term borrowings

SecuredExternal commercial borrowings 264,479,105 90,763,592 291,564,500 60,724,000Term loans

From banks 6,504,822,664 614,483,663 1,564,564,418 446,269,977From financial institutions 3,012,619,512 160,655,143 446,922,151 145,008,248

Total 9,781,921,281 865,902,398 2,303,051,069 652,002,225Amount disclosed under “Other current liabilities”(Also refer note 9) - (865,902,398) - (652,002,225)

9,781,921,281 - 2,303,051,069 -External commercial borrowings

External commercial borrowings from Axis Bank carries interest @ LIBOR plus 3.45 percent per annum (quarterly rests). Theloan is repayable within 7 years including moratorium of 27 months from the date of first disbursement in equal quarterlyinstallments. The loan is secured by first charge on assets procured from this loan and pari passu second charge on thecurrent assets of the Company and personal guarantee of the promoter directors.

Term loans from banks

(i) Term loan obtained from consortium bankers carries interest rate of base rate plus 2.75 percent to 3.50 percent and aresecured by hypothecation of assets which includes all movable fixed assets of the Company and fixed assets created outof these loans and personal guarantee of Company’s promoter directors. These loans are repayable over the period of 3-4 years.

(ii) Loan from other banks carries interest @ 11 to 13 percent per annum and are secured by hypothecation of the assetscreated out of these loan and personal guarantee of a director of the Company.

Term loans from financial institutions

(i) Loans from SREI Equipment Finance Limited carries interest in the range of 13% to 17% per annum and are repayble in36 monthly installments over the tenure of the loans having various maturity dates. These loans are secured by first chargeon the specific equipment financed by the Institution, pledge of shares held by a promoter director and personal guaranteeof the promoter directors.

(ii) Loan from L&T Infrastructure Finance Company Limited which carries interest @ L&T Infra PLR minus 3% per annum andis repayble in 5 years with a moratorium period of 12 months from the date of first disbursement. The loan is secured byfirst pari passu charge by way of hypothecation on the entire current assets and encumbered movable fixed assets of theCompany, current and future. This loan is further secured by first charge by way of equitable mortgage on pari passu basison the immovable properties together with all structure and appurtenances thereon, demand promissory notes & personalguarantee of the promoter directors.

As at As at31 March 2012 31 March 2011

Amounts in ` Amounts in `

5 Deferred tax liability (Net)

Deferred tax liability arising on account of :Timing difference between book depreciation and depreciationas per Income Tax Act, 1961 122,227,450 104,030,532Total deferred tax liabilities (A) 122,227,450 104,030,532Deferred tax asset arising on account of :Provision for bad and doubtful advances 6,910,784 6,910,784Provision for employee benefits 5,490,886 3,406,205Others - 5,439,631Total deferred tax assets (B) 12,401,670 15,756,620Net deferred tax liability (A-B) 109,825,780 88,273,912

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

As at 31 March 2012 As at 31 March 2011Amounts in ` Amounts in `

Long term Short term Long term Short term6 Provisions

Provision for employee benefits(Also, refer note 35) 13,087,238 2,021,221 10,498,398 -Provision for resurfacing expenses(Also refer note 36) 5,462,733 - - -Proposed dividend on equity shares - 20,927,609 - 20,927,609Proposed dividend on preference shares - 250,000 - -Tax on proposed dividend - 2,704,601 - 7,743,790Provision for taxation (net of advance tax) - 115,019,468 - 159,841,197

18,549,971 140,922,899 10,498,398 188,512,596

As at As at31 March 2012 31 March 2011

Amounts in ` Amounts in `

7 Short term borrowingsSecuredCash credit facilities from banks [Also, refer note (i) below] 5,040,002,178 2,801,450,896UnsecuredLoans from related parties [Also, refer notes (ii) below and 30] 8,841,766 39,436,545Loans from other parties [Also, refer note (ii) below] 32,099,783 45,319,951

5,080,943,727 2,886,207,392Notes :(i) Cash Credit facilities availed from bankers are secured by first pari passu charge on the current assets of the

Company and equitable mortgage of Company’s office premises and property of one of the directors, extension ofhypothecation charge on pari passu basis on fixed assets of the Company and assets created out of equipment loansand personal guarantee of Company’s directors. These facilities are repayable on demand.

(ii) Represents interest free loan and are repayable on demand.

As at As at31 March 2012 31 March 2011

Amounts in ` Amounts in `

8 Trade payablesTrade payables (Also refer note 30 and 37) 1,899,608,871 1,522,915,757

1,899,608,871 1,522,915,757

9 Other current liabilitiesCurrent Portion of long term borrowings (Also, refer note 4) 865,902,398 652,002,225Dues for capital expenditure 219,071,968 -Interest accrued on borrowings 19,301,939 -Mobilisation advances from customers (Also, refer notes 29 and 30 ) 1,429,287,798 834,311,016Other advance from customers (Also, refer note 30) 73,938,942 6,601,700Retention payable 397,354,662 81,446,138Unpaid dividends* 338,249 335,574Unpaid share application money* 388,320 388,320Book overdraft 228,076,408 58,533Statutory dues 61,069,087 10,149,004Other liabilities (Also, refer note 30) 165,726,701 22,683,241

3,460,456,472 1,607,975,751* Not due for credit to Investor Education & Protection Fund

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

10 Tangible assets (Amounts in `)

Gross block Freehold land * Leasehold land Buildings Plant & Furniture Vehicles Office Computers Totalequipment & fixtures equipment

Balance as at 1 April 2010 676,178,991 5,470,000 17,124,085 1,682,236,465 8,181,190 114,453,896 5,925,897 5,096,045 2,514,666,569Additions/Adjustment 3,888,235 - 357,791,049 471,074,256 3,684,613 1,940,560 1,655,543 2,669,395 842,703,651Disposals/Adjustment - - - (3,959,959) - - - - (3,959,959)Balance as at 31 March 2011 680,067,226 5,470,000 374,915,134 2,149,350,762 11,865,803 116,394,456 7,581,440 7,765,440 3,353,410,261Additions/Adjustment 21,076,349 - 156,818,349 566,332,645 2,783,564 11,359,907 3,237,638 2,540,409 764,148,861Disposals/Adjustment - - - - - - - - -Balance as at 31 March 2012 701,143,575 5,470,000 531,733,483 2,715,683,407 14,649,367 127,754,363 10,819,078 10,305,849 4,117,559,122

Accumulated depreciationand amortisation

Balance as at 1 April 2010 - - 1,123,503 383,432,837 3,746,312 62,182,531 1,840,664 2,825,548 455,151,395Depreciation charge - - 7,515,847 228,227,755 1,017,802 13,771,977 817,735 1,494,924 252,846,040Reversal on disposal ofassets/Adjustment - - - - - - - - -Balance as at 31 March 2011 - - 8,639,350 611,660,592 4,764,114 75,954,508 2,658,399 4,320,472 707,997,435Depreciation charge - - 22,877,417 264,509,183 1,643,552 11,789,354 948,215 1,643,552 303,411,273Reversal on disposal ofassets/Adjustment - - 619,052 39,069,017 881,875 3,490,451 599,112 - 44,659,507Balance as at 31 March 2012 - - 32,135,819 915,238,792 7,289,541 91,234,313 4,205,726 5,964,024 1,056,068,215

Net block

Balance as at 31 March 2011 680,067,226 5,470,000 366,275,784 1,537,690,170 7,101,689 40,439,948 4,923,041 3,444,968 2,645,412,826Balance as at 31 March 2012 701,143,575 5,470,000 499,597,664 1,800,444,615 7,359,826 36,520,050 6,613,352 4,341,825 3,061,490,907

(*) The Company is in the process of getting the title deeds in respect of land at Powai, Mumbai transferred in its name.

11 Intangible assets (Amounts in `)

Gross blockToll Collection Rights Goodwill Total

Balance as at 1 April 2010 - - -Additions - 27,042,460 27,042,460Disposals - -Balance as at 31 March 2011 - 27,042,460 27,042,460Additions 2,286,476,991 28,058,356 2,314,535,347Disposals - - -Balance as at 31 March 2012 2,286,476,991 55,100,816 2,341,577,807Accumulated amortisationBalance as at 1 April 2010 - - -Depreciation charge - - -Reversal on disposal of assets - - -Balance as at 31 March 2011 - -Depreciation charge 57,037,752 - 57,037,752Reversal on disposal of assets - - -Balance as at 31 March 2012 57,037,752 - 57,037,752Net blockBalance as at 31 March 2011 - 27,042,460 27,042,460Balance as at 31 March 2012 2,229,439,239 55,100,816 2,284,540,055

Notesi) Toll collection rights are subject to first charge to secured long term borrowing from the lenders.ii) During the year the Kopargaon project was completed and amortisation of the project has commenced.iii) Goodwill of ` 28,058,356 (31 March 2011: ` 27,042,460) arises on account of acquition of a subsidiary.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

12 Non-current investments(Valued at cost, fully paid up, unless stated otherwise)

As at 31 March 2012 As at 31 March 2011Amounts in ` Amounts in `

No. of Book Value No. of Book ValueShares Shares

TradeOthersKalyan Sangam Infratech Limited 390,625 39,062,500 390,625 39,062,500Sanjose Supreme TollwaysDevelopment Private Limited 4,000 40,000 - -Less : Share of loss (12,861) - -

27,139 - -Deogiri Nagri Sahakari Bank Limited 20,350 203,500 - -Jankalyan Bank Ltd. 25,000 250,000 - -Janta Sahakari Bank Ltd. 5,000 50,000 - -Co-operative society M.I.D.C. 500 5,000 - -Vaidyanath Bank 25,000 250,000 - -Solapur Janta Sah.Bank Ltd. 50,000 500,000 - -Investments in preferenceshares (unquoted) *OthersKalyan Sangam Infratech Limited 609,375 60,937,500 609,375 60,937,500Investment in unincorporatedJoint venturesSupreme Siddhi JV [50% share(31 March 2011 - 50%)] - 2,300,000 - 2,300,000Non tradeInvestments in equity shares(unquoted)*OthersThe Saraswat Co-op Bank Limited 2,500 50,836 2,500 50,836Investments in government securitiesNational savings certificates - 50,000 - 50,000

103,686,475 102,400,836Aggregate amount of InvestmentsAggregate amount of unquotedinvestment at cost 103,686,475 102,400,836Provision for diminution invalue of investments - -

103,868,475 102,400,836* Face value of ` 10 each, unless otherwise stated

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

As at 31 March 2012 As at 31 March 2011Amounts in ` Amounts in `

Long term Short term Long term Short term13 Loans and advances

(Unsecured, considered good unlessotherwise stated)Capital advances 49,090,000 - - -Security deposits 31,990,668 284,621,405 16,548,348 124,518,174Loans and advances to related parties(refer note 30)Due from joint ventures - 605,208,949 - 408,427,924Due from associate - 40,430,179 - -Advances recoverable in cash or kind- considered good - 1,319,034,876 - 1,518,795,286- considered doubtful - 21,300,000 - 21,300,000Other loans and advancesSubscription money pending allotment * 80,000,000 - 253,222,355 -Mobilisation and material advances - 769,734,530 - 451,455,450Advances to employees - 10,594,145 - 1,591,414Prepaid expenses 11,801,437 8,603,062 41,501,566 6,938,236Balances with statutory / government authorities - 364,295,496 - 155,633,386

172,882,105 3,423,822,642 311,272,269 2,688,659,870Less : Provision for doubtful advances - (21,300,000) - (21,300,000)

172,882,105 3,402,522,642 311,272,269 2,667,359,870

* Subscription money pending allotment constitutes:i. Share application money in Kanka Infratech Limited, amounting to `80,000,000 towards strategic investment in the

company.As at As at

31 March 2012 31 March 2011Amounts in ` Amounts in `

14 Other non current assetsNon-current bank balances (Also, refer note 18) 183,483,938 1,203,713

183,483,938 1,203,713

As at As at31 March 2012 31 March 2011

No. of Units Amounts in ̀ No. of Units Amounts in ̀15 Current investments

Investments in mutual funds*(Non-trade, unquoted, at lower of cost and fair value)

Reliance Money Manager Fund - Institutional option 177 177,712 157 157,370- Daily Dividend Plan (Face value of ` 1,000 each)S.B.I. Capital Protection Oriental Fund Series - I 50,000 500,000 50,000 500,000S.B.I. Gold Fund - I-Growth plan 250,000 2,500,000 - -S.B.I. Debt Fund 3,360,000 33,600,000 3,360,000 33,600,000Axis Hybrid Fund-Series 1 - Growth plan 500,000 5,000,000 - -Axis Mid Cap Fund 250,000 2,500,000 250,000 2,500,000Axis Triple Advantage Fund 264,869 2,651,006 250,000 2,500,000Axis Capital Protection Fund (Face value of ` 1,000 each) 1,500 1,500,000 - -Axis Capital Protection Oriented Fund 99,990 1,000,000 - -

49,428,718 39,257,370Aggregate market value of current investments 54,083,560 39,944,848* Face value of ` 10 each, unless otherwise stated

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

As at As at31 March 2012 31 March 2011

Amounts in ` Amounts in `

16 Inventories(as valued and certified by management)Construction materials 887,768,619 475,843,232Unbilled work-in-progress 1,127,896,364 694,192,826

2,015,664,983 1,170,036,05817 Trade receivables

(unsecured, considered good)Outstanding for a period exceeding six months from the date they are duefor payment 2,838,841,158 582,352,153[Refer note (i) below]Other debts [Refer note (ii) below] 3,120,483,744 2,211,966,034

5,959,324,902 2,794,318,187Notes :i Includes retention money 961,505,200 281,193,575ii Includes retention money 77,410,474 110,995,985

As at 31 March 2012 As at 31 March 2011Amounts in ` Amounts in `

Non-current Current Non-current Current18 Cash and bank balances

Cash and cash equivalentsCash on hand - 32,628,653 - 23,413,020Balances with banks in current accounts * - 377,470,945 - 196,368,868

- 410,099,598 - 219,781,888Other bank balancesEarmarked bank balances- Unpaid dividend account - 360,574 - 360,574- IPO escrow account - 388,320 - 388,320Margin money ** 136,560,000 396,346,636 - 340,031,893Bank deposits with maturity of morethan 3 months but less than 12 months - 261,783,129 - 7,295,893Bank deposits with maturity ofmore than 12 months *** 46,923,938 - 1,203,713 -

183,483,938 1,068,978,257 1,203,713 567,858,568Less : Amounts disclosed asOther non-current assets(Also, refer note 14) (183,483,938) - (1,203,713) -Total - 1,068,978,257 - 567,858,568

* Includes ` 104,963 [31 March 2011 : ` 104,963] being unutilised money out of the public issue** Pledged against bank guarantees*** Includes ` 14,999,540 [31 March 2011 : Nil] pledged against loans from banks

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for year ended 31 March 2012

Year ended Year ended31 March 2012 31 March 2011

Amounts in ` Amounts in `

19 Revenue from operationsSales and contract revenue 17,117,748,336 9,200,812,811Toll Collection 152,118,833 -

17,269,867,169 9,200,812,811

20 Other incomeInterest income 36,883,430 5,693,332Dividend income 176,348 502,423Profit on sale of investment - -Dividend from non-current investments 60,000 -Profit on redemption of mutual funds - 2,407,799Other non-operating income 411,863 6,148,925

37,531,641 14,752,47921 Material and direct contract costs

Construction materials and componentsOpening stock 826,776,451 239,617,470Add : Purchases during the year 4,971,509,366 3,218,602,693Less: Closing stock 887,768,619 475,843,232Construction materials and components consumed 4,910,517,198 2,982,376,931Labour and Sub Contract costs 8,455,465,814 3,998,150,052Power and Fuel 142,764,056 99,640,703Repairs to Plant and Machinery 32,521,584 17,113,726Rent and Hire charges 170,250,120 74,471,032Transportation charges 130,044,148 145,260,352Other 197,014,637 156,872,982

14,038,577,556 7,473,885,778

22 Changes in work-in-progressOpening work in progress 844,592,777 400,256,417Less: Closing work in progress 1,079,330,375 694,192,826

(234,737,598) (293,936,409)

23 Employee benefit expensesSalaries, wages and bonus 355,254,410 252,004,702Contribution to gratuity (Also, refer note 35.A) 4,610,061 4,320,040Contribution to provident and other defined contribution funds (Also, refer note 35.B) 8,345,241 5,562,629Staff welfare expenses 17,927,505 11,159,471

386,137,217 273,046,842

24 Finance costs (net)Interest expenses- External commercial borrowings 15,166,685 15,392,276- Term loans 755,595,003 133,066,061- Cash credit facilities 486,029,774 234,572,871- Others 86,553,870 7,170,637Bank charges 70,432,471 51,311,908

1,413,777,803 441,513,753Less : Interest capitalised and included in capital work in progress andintangible asset under development (Also refer note 42) (174,448,019) (30,659,057)

1,239,329,784 410,854,696

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

Year ended Year ended31 March 2012 31 March 2011

Amounts in ` Amounts in `

25 Depreciation and amortisation expenseDepreciation of tangible assets (Also, refer note 10) 303,411,273 252,846,040Amortisation of intangible assets (Also, refer note 11) 57,037,752 -

360,449,025 252,846,040

26 Other expensesPower and fuel 28,672,671 18,148,108Rent 45,211,287 21,974,784Repairs and maintenance

- Buildings 383,838 -- Plant and equipment 80,880 892,814- Others 1,171,112 1,136,118

Insurance 45,732,605 13,961,081Rates and taxes 760,239 5,385,874Resurfacing expenses (Also refer note 36) 5,462,733 -Payments to auditors (Also, refer note 31) 6,116,170 3,568,690Legal and professional 59,344,536 42,802,461Travelling and conveyance 10,245,503 10,046,565Printing and stationery 6,038,777 5,016,961Communication expenses 8,959,265 4,381,564Advertisement 10,139,044 4,176,124Conveyance and travelling 1,260,950 -Non executive directors’ commission 4,400,000 4,400,000Directors sitting fees 446,000 200,000Foreign exchange loss 48,247,650 -Provision for doubtful advances (net) - 21,300,000Preliminary and loan processing charges written off - 7,107,856Miscellaneous expenses 51,041,958 19,001,883

333,715,218 183,500,883

27 Earnings per share (EPS)Weighted average number of equity shares outstanding during the year 16,742,087 15,739,301Add:- Dilutive effect - -Weighted average number of equity shares used to compute diluted EPS 16,742,087 15,739,301Net Profit after tax 813,863,050 713,319,796Less: Dividend on preference shares (including tax) (290,556) -Less: Share of loss of associate (12,861) -Less: Minority Interest (22,523,532) (691,307)Net Profit after tax attributable to equity shareholders 791,036,101 712,628,489Earning per share :Basic 47.25 45.28Diluted 47.25 45.28

28 CommitmentsCapital commitmentContracts remaining to be executed on capital account not provided for ` 17,070,000,000 (31 March 2011 - ` 3,910,080,725)Other commitmentThe Company has entered into agreements with various government authorities and semi government corporations todevelop road and water supply facilities on Build-operate-transfer (BOT) and Public Private Partnership (PPP) basisthrough its certain subsidiary entities. The Company has a commitment to fund the cost of developing the infrastructurethrough a mix of debt and equity as per the estimated project cost.

29 Mobilisation advances include amounts taken from customers for project related expenses. These advances aresubsequently adjusted at pre-determined rates against the bills raised on the customers.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

30 Related Party Disclosures :

a) Names of related parties and description of relationship

A Enterprise where control exists

(i) Subsidiaries

Supreme Infrastructure BOT Private Limited

Supreme Infrastructure BOT Holdings Private Limited (w.e.f. 20 December 2011)

Supreme Panvel Indapur Tollways Private Limited

Supreme Mega Structures Private Limited

Supreme Infra Projects Private Limited

Rudranee Infrastructures Limited (w.e.f 27 June 2011)

Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited

Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited

Supreme Kopargaon Ahmednagar Tollways Private Limited (w.e.f. 30 April 2011)

Supreme Suyog Funicular Ropeways Private Limited

(ii) Associate

Sanjose Supreme Tollways Development Private Limited

B Other related parties with whom the Company had transactions, etc.

(i) Joint ventures

Supreme - MBL JV

Petron - Supreme JV

Supreme - Siddhi JV

Supreme - Zander JV

HGCL -Niraj-Supreme Infrastructure Private Limited

(ii) Key Management Personnel (KMP)

Mr. Bhawanishankar Sharma

Mr. Vikram Sharma

Mr. Vikas Sharma

Mr. Rajesh Upadhyaya

(iii) Relatives of key management personnel:

Ms. Rita Sharma

Ms. Barkha Sharma

(iv) Companies in which key management personnel or their relatives have significant influence (other

related parties)

Supreme Housing and Hospitality Private Limited

BHS Housing Private Limited

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

30 Related Partyb) The transactions with related parties for the year are as follows:

(Amount in ̀ )Transaction during the year Subsidiaries Associate Joint ventures Key Relatives of Other

Management Key relatedPersonnel Management parties

PersonnelCONTRACT REVENUESupreme Manor Wada BhiwandiInfrastructure Pvt. Ltd. 1,342,404,772 - - - - -

(582,897,449) (-) (-) (-) (-) (-)Supreme Panvel IndapurTollways Pvt. Ltd. 506,374,641 - - - - -

(-) (-) (-) (-) (-) (-)Supreme Ahmednagar KarnalaTembhurni Pvt. Ltd. 481,884,118 - - - - -

(-) (-) (-) (-) (-) (-)Supreme Kopargaon AhmednagarTollways Pvt. Ltd. 780,502,784 - - - - -

(-) (-) (-) (-) (-) (-)Supreme MBL JV - - - - - -

(-) (-) (377,941,587) (-) (-) (-)Petron Supreme JV - - 147,530,525 - - -

(-) (-) (366,640,415) (-) (-) (-)HGCL Niraj SupremeInfrastructure Pvt. Ltd. - - 512,432,154 - - -

(-) (-) (315,251,030) (-) (-) (-)Supreme Housing andHospitality Pvt. Ltd. - - - - - 438,378,883

(-) (-) (-) (-) (-) (804,958,616)PurchasesSupreme Siddhi JV - - - - - -

(-) (-) (56,532,685) (-) (-) (-)Expenses reimbursed toSupreme MBL JV - - - - - -

(-) (-) (218,835,983) (-) (-) (-)Supreme Petron JV - - - - - -

(-) (-) (331,068,291) (-) (-) (-)HGCL Niraj SupremeInfrastructure Pvt. Ltd. - - - - - -

(-) (-) (374,499,965) (-) (-) (-)Supreme Siddhi JV - - 248,912,122 - - -

(-) (-) (-) (-) (-) (-)Sanjose Supreme TollwaysDevelopment Pvt. Ltd. - 40,670,051 - - - -

(-) (-) (-) (-) (-) (-)InvestmentsSupreme Siddhi JV - - - - - -

(-) (-) (800,000) (-) (-) (-)Proceeds on issue of Share CapitalMr. Rajesh Upadhyaya - - - - - -

(-) (-) (-) (40,000) (-) (-)

F - 81

95

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

b) The transactions with related parties for the year are as follows: (Contd.....)(Amount in ̀ )

Transaction during the year Subsidiaries Associate Joint ventures Key Relatives of OtherManagement Key related

Personnel Management partiesPersonnel

Receipt of unsecured loanMr. Bhawanishankar Sharma - - - 3,301,940 - -

(-) (-) (-) (6,172,487) (-) (-)Ms. Rita Sharma - - - - 19,800,000 -

(-) (-) (-) (-) (36,000,000) (-)BHS Housing Pvt. Ltd. - - - - - -

(-) (-) (-) (-) (-) (602,125,000)Repayment of unsecured loanMr. Bhawanishankar Sharma - - - 18,799,130 - -

(-) (-) (-) (34,999,713) (-) (-)Ms. Rita Sharma - - - - 24,000,000 -

(-) (-) (-) (-) (-) (-)BHS Housing Pvt. Ltd. - - - - - 10,897,589

(-) (-) (-) (-) (-) (341,227,411)Receipt of mobilisation advanceSupreme Zanders JV - - 75,673,919 - - -

(-) (-) (10,626,761) (-) (-) (-)Supreme Housing and HospitalityPvt. Ltd. - - - - - 194,569,613

(-) (-) (-) (-) (-) (22,317,741)Adjustment of mobilisation advanceSupreme Zanders JV - - 62,989,524 - - -

(-) (-) (-) (-) (-) (-)Supreme Housing and HospitalityPvt. Ltd. - - - - - 137,785,611

(-) (-) (-) (-) (-) (3,217,212)Conversion of share warrantMr. Vikram Sharma - - - - - -

(-) (-) (-) (45,000,000) (-) (-)Share application moneypending allotmentBHS Housing Pvt. Ltd. - - - - - -

(-) (-) (-) (-) (-) (250,000,000)Directors remunerationMr. Bhawanishankar Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Mr. Vikram Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Mr. Vikas Sharma - - - 9,600,000 - -

(-) (-) (-) (9,600,000) (-) (-)Loan givenHGCL Niraj Supreme InfrastructurePvt. Ltd. - - 152,045,594 - - -

(-) (-) (-) (-) (-) (-)Surpeme MBL JV - - 71,956,638 - - -

(-) (-) (-) (-) (-) (-)

F - 82

96

SUPREME INFRASTRUCTURE INDIA LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

c) Balances at the year end :(Amount in ̀ )

Particulars Subsidiaries Associate Joint ventures Key Relatives of OtherManagement Key related

Personnel Management partiesPersonnel

Short term borrowingsMr. Bhawanishankar Sharma - - - 3,041,766 - -

(-) (-) (-) (18,538,956) (-) (-)Ms. Rita Sharma - - - - 5,800,000 -

(-) (-) (-) (-) (10,000,000) (-)Trade payablePetron Supreme JV - - - - - -

(-) (-) (129,007,629) (-) (-) (-)BHS Housing Pvt. Ltd. - - - - - -

(-) (-) (-) (-) (-) (10,897,589)Supreme Housing andHospitality Pvt. Ltd. - - - - - -

(-) (-) (-) (-) (-) (29,419,711)Advance from customersSupreme Zanders JV - - 23,311,156 - - -

(-) (-) (-) (-) (-) (-)Supreme Housing &Hospitality Pvt. Ltd. - - - - - 17,142,162

(-) (-) (-) (-) (-) (-)Retention payableSanjose Supreme TollwaysDevelopment Pvt. Ltd. - 3,600,000 - - - -

(-) (-) (-) (-) (-) (-)Other current liabilitiesMr. Bhawanishankar Sharma - - - 241,858 - -

(-) (-) (-) (-) (-) (-)Mr. Vikram Sharma - - - 241,858 - -

(-) (-) (-) (-) (-) (-)Mr. Vikas Sharma - - - 241,857 - -

(-) (-) (-) (-) (-) (-)Ms. Barkha Sharma - - - - 17,000,000 -

(-) (-) (-) (-) (-) (-)Trade receivableSupreme Siddhi JV - - 186,920,885 - - -

(-) (-) (27,221,207) (-) (-) (-)Petron Supreme JV - - 8,794,178 - - -

(-) (-) (-) (-) (-) (-)HGCL - Niraj - SupremeInfrastructure Pvt. Ltd. - - 61,648,189 - - -

(-) (-) (-) (-) (-) (-)Supreme Housing andHospitality Pvt. Ltd. - - - - - 221,007,106

(-) (-) (-) (-) (-) (176,986,134)Loan and advancesOther loansSanjose Supreme TollwaysDevelopment Pvt. Ltd. - 40,470,179 - - - -

(-) (-) (-) (-) (-) (-)Supreme MBL JV - - 453,163,355 - - -

(-) (-) (381,206,717) (-) (-) (-)Supreme Siddhi JV - - - - - -

(-) (-) (27,221,207) (-) (-) (-)HGCL Niraj SupremeInfrastructure Pvt. Ltd. - - 152,045,594 - - -

(-) (-) (-) (-) (-) (-)(Figures in bracket represents previous year numbers)

F - 83

97

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

31 Auditor Remuneration (excluding service tax)Year ended Year ended

31 March 2012 31 March 2011Amounts in ` Amounts in `

Audit fees 6,091,170 3,543,690Tax audit fees 25,000 25,000Total 6,116,170 3,568,690

32 Disclosures pursuant to Accounting Standard 7 (AS - 7) “Construction Contracts”31 March 2012 31 March 2011

Particulars Amounts in ` Amounts in `

A Amount of contract revenue recognized as revenue during the year 17,560,465,324 9,178,547,668B Aggregate amount of cost incurred and recognized profits less

recognized losses upto the reporting date 14,038,577,556 6,647,812,911Balances as at year endC Amount of customer advances outstanding as on reporting date 1,429,287,798 834,311,016D Amount of retentions 1,038,915,674 392,189,560E Gross amount due from customers for contract work 4,920,409,226 2,402,128,627F Gross amount due to customers for contract work - -

33 Intra-group Turnover and Profits on BOT Construction ContractsThe BOT contract are governed by service concession agreement with government (grantor). Under these agreement, theoperator does not own the road, but gets “toll collection rights” against the cost incurred for construction services. Since theconstruction cost incurred by the operator is considered as exchanged with the grantor against toll collection rights, profitfrom such contracts is considered as realized.Accordingly, BOT contract awarded to group companies (operator), where work is subcontracted to holding company, theintra group transactions on BOT contracts and the profits arising thereon are taken as realized and not eliminated forconsolidation under Accounting Standard 21.The revenue and profit in respect of these transaction during the year is Rs. 3,111,166,316 (Previous Year: Rs. 582,897,449)and Rs. 486,027,205 (Previous Year: Rs. 79,508,157) respectively.

34 During the year, effective 26 June 2011, the Company has subscribed 51% equity share capital of Rudranee InfrastructureLimited for a consideration of Rs. 179,952,481. Excess of consideration over the value of the net worth is shown asgoodwill arising on acquisition.

35 Employee benefits (Unfunded)A. Defined benefit plan

The Company has gratuity as defined benefit retirement plan for its employees. Disclosures as required by AS - 15(Revised) for the year ended March 31, 2012 are as under :

31 March 2012 31 March 2011Amounts in ` Amounts in `

1. Changes in the present value of defined benefit obligationDefined benefit obligation as at the beginning of the year 10,498,398 6,178,358Service Cost 5,301,081 3,894,207Interest Cost 866,118 509,714Actuarial Losses/(Gains) (1,557,138) (83,881)Defined benefit obligation as at the end of the year 15,108,459 10,498,398

2. The amount recognised in the Profit & Loss are as follows :Service Cost 5,301,081 3,894,207Interest Cost 866,118 509,714Net actuarial losses/(gain) recognised during the year (1,557,138) (83,881)Expense recognised in Statement of Profit and Loss 4,610,061 4,320,040

F - 84

98

SUPREME INFRASTRUCTURE INDIA LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

35 Employee benefits (Unfunded) (Contd.....)31 March 2012 31 March 2011

Amounts in ` Amounts in `

3. The amount recognised in the balance sheet are as follows :Present Value of the obligation as at the end of the year 15,108,459 10,498,398Fair Value of Plan assets as at the end of the year - -

Net Liability recognised in the balance sheet 15,108,459 10,498,398

Assumptions usedDiscount rate 8.50% 8.25%Future salary increase 8.50% 9.00%Retirement Age (in years) 58 58

B. Defined contribution planThe amount of contribution to provident fund and ESIC recognised as expenses during the year is ` 8,345,241(31 March 2011 ` 5,562,629)

36 Resurfacing expensesThe Group has a contractual obligation to maintain, replace or restore infrastructure at the end of each concession period.The Group has recognised the provision in accordance with Accounting Standard (AS) – 29, Provision, Contingent Liabilitiesand Contingent Assets i.e. at the best estimate of the expenditure required to settle the present obligation at the balancesheet date. Resurfacing expenses are to be paid out at the end of the concession period.

As at As atParticulars 31 March 2012 31 March 2011

Amounts in ` Amounts in `

Opening Balance - -Obligation on new toll projects 5,462,733 -Utilised/Reversed during the year - -Unused amount reversed during the year - -Closing balance 5,462,733 -

37 Micro, Small and Medium EnterprisesThere are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for morethan 45 days as at March 31, 2012. This information as required to be disclosed under the Micro, Small and MediumEnterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis ofinformation available with the Company. This has been relied upon by the statutory auditors.

F - 85

99

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

38 Details of subsidiaries and associate whose financial statements have been consolidated as at 31 March 2012 aregiven belowS. Name of the Company Proportion of ownershipNo. interest either directly or indirectly

As at As at31 March 2012 31 March 2011

Subsidiaries and sub - subsidiaries1 Supreme Infrastructure BOT Pvt. Ltd. (‘SIBPL’) 100% 100%2 Supreme Manor Wada Bhiwandi Infrastructure Pvt. Ltd.(Subsidiary of SIBPL) 49% 49%3 Supreme Infra Projects Pvt. Ltd. (Subsidiary of SIBPL) 100% 100%4 Supreme Suyog Funicular Ropeways Pvt. Ltd.(Subsidiary of SIBPL) 98% -5 Supreme Infrastructure BOT Holdings Pvt. Ltd. (‘SIBHPL’) 100% -6 Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Pvt. Ltd.(Subsidiary of SIBHPL) 90% 90%7 Supreme Ahmednagar Karmala Tembhurni Tollways Pvt. Ltd.(Subsidiary of SIBHPL) 100% 100%8 Supreme Kopargaon Ahmednagar Tollways Pvt. Ltd. (Subsidiary of SIBHPL) 100% -9 Supreme Mega Structures Pvt. Ltd. 60% 60%10 Supreme Panvel Indapur Tollways Pvt. Ltd. 64% (38% 64% (38%

held through held throughsubsidiary) subsidiary)

11 Rudranee Infrastructure Ltd. 51% -Associate

12 Sanjose Supreme Tollways Development Private Ltd. 40% -Each of the above entities is incorporated in India

39 Joint venture disclosure

Contracts executed by following joint ventures are accounted in accordance with accounting policy no. 1(j)(ii)(a) and (b).Name of the Company Description of Company’s

interest shareSupreme - MBL JV Lead JV partner 60%Supreme - Chawla Interbuild Lead JV partner 75%Petron - Supreme JV Minority JV partner 45%Supreme Siddhi JV (India) Lead JV partner 50%Supreme Zanders JV Lead JV partner 51%HGCL -Niraj-Supreme Infrastructure Private Limited Equal JV partner 50%

40 Foreign currency transactions of the Company that are not hedged by derivative instruments or otherwise.Currency 31 March 2012 31 March 2011

External commercial borrowings $ 6,944,234 7,890,000` 355,242,697 352,288,500

F - 86

100

SUPREME INFRASTRUCTURE INDIA LIMITED

41 Segment Information

(a) The Company has disclosed business segment as primary segment. Segments have been identified taking in toaccount the nature of the services, the differing risks and returns, the organisational structure and internal reportingsystem.

(b) The Company’s operations predominantly relate to Engineering, Procurement and Construction (‘EPC’) segment andRoad Infrastructure Projects. Road Infrastrcture segment reported is related to BOT projects

(c) The Company’s activities are restricted within India and hence no separate geographical segment disclosure isconsidered necessary.

(d) For the purpose of reporting, business segment is the primary segment and the geographical segment is the secondarysegment.

(e) Segment revenue, segment results, segment assets, Segment liabilities include the respective amount identifiable toeach of the segments as also amount allocated on reasonable basis.

(f) The net expenses, which are not directly attributable to the business segment, are shown as unallocated corporateexpenses.

(g) Assets and Liabilities that can not be allocated between the segments are shown as a part of unallocated CorporateAssets and Liabilities respectively.

Particulars EPC Road Infrastructure Total31 March 2012 31 March 2011 31 March 2012 31 March 2011 31 March 2012 31 March 2011

REVENUETotal External Revenue 13,996,804,020 8,617,915,362 161,896,833 - 14,158,700,853 8,617,915,362Inter Segment Revenue 3,111,166,316 582,897,449 - - 3,111,166,316 582,897,449Total Revenue 17,107,970,336 9,200,812,811 161,896,833 - 17,269,867,169 9,200,812,811RESULTSegment Results 2,337,785,702 1,358,762,037 47,940,049 (7,150,401) 2,385,725,751 1,351,611,636Unallocated Corporate Expenses - - - - - 40,141,959Operating Profit - - - - 2,385,725,751 1,311,469,677Other Income - - - - 37,531,641 14,752,479Financial Expenses - - - - 1,239,329,784 410,854,696Profit Before Tax - - - - 1,183,927,608 915,367,460Current Tax - - - - (349,231,902) (220,159,685)Deferred Tax - - - - (20,832,656) 18,112,021Net profit after Tax but beforeMinority Interest - - - - 813,863,050 713,319,796Less: Share of loss of associate - - - - (12,861) -Less : Share of profit/(loss) ofminority interest - - - - (22,523,532) (691,307)Net profit - - - - 791,326,657 712,628,489

Particulars EPC Road Infrastructure Total31 March 2012 31 March 2011 31 March 2012 31 March 2011 31 March 2012 31 March 2011

OTHER INFORMATIONSegment assets 11,450,237,448 8,967,922,889 12,838,288,721 2,412,165,067 24,288,526,169 11,380,087,956Unallocated corporate assets - - - - - -Total assets 11,450,237,448 8,967,922,889 12,838,288,721 2,412,165,067 24,288,526,169 11,380,087,956Segment Liabilities 3,499,436,876 2,094,411,491 1,297,761,375 384,477,812 4,797,198,251 2,478,889,303Unallocated corporate liabilities - - - - 15,346,292,160 6,130,196,899Total liabilities 3,499,436,876 2,094,411,491 1,297,761,375 384,477,812 20,143,490,411 8,609,086,202Capital Expenditure 665,293,077 528,702,049 7,345,988,538 1,008,872,606 8,011,281,616 1,537,574,655Depreciation and Amortisation 311,057,887 252,846,040 57,104,118 - 360,449,025 252,846,040Non- cash expenses other thenDepreciation and Amortisation 21,300,000 21,300,000 - 38,964 21,300,000 21,338,964

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

F - 87

101

42 Capitalization of interest and upfront fees on loan taken by the Parent Company to intangible asset under development

Supreme Infrastructure BOT Private Limited, a wholly owned subsidiary of the Company had taken loan from SREIInfrastructure Finance Limited which were utilised by the Company for investment in the equity shares and optionallyconvertible debentures of Supreme Infra Projects Private Limited, Supreme Manorwada Bhiwandi Infractructure PrivateLimited and Supreme Suyog Funicular Ropeways Private Limited for BOT Projects. To the extent that the amounts wereutilised by the Company for construction of qualifying assets, the related interest and upfront fees incurred represents‘Borrowing cost’ within the meaning of borrowing costs as given under AS 16 ‘Borrowing costs’ in the Companies (AccountingStandard) Rules, 2006.

Accordingly in the Consolidated Balance Sheet of the Group such expenditure amounting to `178,037,795 (31 March 2011: Nil) has been added to intangible asset under development

43 Subsequent to Balance Sheet on 3 July 2012, Supreme Infrastructure BOT Holdings Private Limited, a subsidiary of theCompany, has allotted 759,020 equity shares of face value of `10 each at a premium of `1,187 per share and 2,949,874Compulsorily Convertible Preference Shares of `10 each at a premium of ` 360 per share to Strategic Road InvestmentsLimited, being 49% stake in Supreme Infrastructure BOT Holdings Private Limited.

44. The Group is in appeal with the Maharashtra Sales Tax Authority in respect of disallowance of VAT matter amounting to` 3,128,974 for the year 2009-2010.

45 Prior year comparatives

Till the year ended 31 March 2011, the company was using pre-revised Schedule VI to the Companies Act, 1956, forpreparation and presentation of its financial statements. During the year ended 31 March 2012, the revised Schedule VInotified under the Companies Act, 1956, has become applicable to the company. The company has reclassified previousyear figures to conform to this year’s classification. Except accounting for dividend on investment in subsidiaries, theadoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation offinancial statements. However it significantly impacts presentation and disclosures made in the financial statements,particularly presentation of balance sheet.

For and on behalf of the Board of Directors

B. H. Sharma Vikram SharmaChairman Managing Director

Vikas Sharma Vijay JoshiWholetime Director Company Secretary

Place : MumbaiDate : 29 August 2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for Year Ended 31 March 2012

175

DECLARATION

The Company certifies that all relevant provisions of Chapter VIII and Schedule XVIII of the SEBI

Regulations have been complied with and no statement made in this Preliminary Placement Document is

contrary to the provisions of Chapter VIII and Schedule XVIII of the SEBI Regulations and that all

approvals and permissions required to carry on the Company’s business have been obtained, are currently

valid and have been complied with. The Company further certifies that all the statements in this

Preliminary Placement Document are true and correct.

Signed by:

___________________________

Mr. Vikram Sharma

MANAGING DIRECTOR

Date : January 20, 2015

Place : Mumbai

176

DECLARATION

We, the Board of Directors of the Company certify that:

(i) the Company has complied with the provisions of the Companies Act,2013 and the rules made

thereunder;

(ii) the compliance with the Companies Act,2013 and the rules does not imply that payment of

dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central

Government;

(iii) the monies received under the offer shall be used only for the purposes and objects indicated in the

Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4).

Signed by:

___________________________

Mr. Vikram Sharma

MANAGING DIRECTOR

I am authorized by the Board of Directors of our Company, vide resolution dated November 14, 2014 to

sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder

in respect of the subject matter of this form and matters incidental thereto have been complied with.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no

information material to the subject matter of this form has been suppressed or concealed and is as per the

original records maintained by the promoter subscribing to the Memorandum of Association and the

Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and

legibly attached to this form.

Signed:

Date: January 20, 2015

Place: Mumbai

177

SUPREME INFRASTRUCTURE INDIA LIMITED

Registered and Corporate Office

Supreme House, Plot No 94/C, Pratap Gadh, Opp IIT Main Gate, Powai, Mumbai—400 076, Maharashtra

Telephone No.: +91 22 6128 9700; Facsimile No.: +91 22 6128 9711

Website: www.supremeinfra.com

CIN: L74999MH1983PLC029752

Compliance Officer

Mr. Vijay Joshi, Company Secretary

Supreme House, Plot No 94/C, Pratap Gadh, Opp IIT Main Gate, Powai, Mumbai—400 076, Maharashtra

Telephone No.: +91 22 6128 9700; Facsimile No.: +91 22 6128 9711

E-mail: vijayj@supremeinfra.com

BOOK RUNNING LEAD MANAGERS

EDELWEISS FINANCIAL SERVICES LIMITED

Edelweiss House, 14th Floor

Off C.S.T. Road, Kalina,

Mumbai 400 098,

Maharashtra, India

SBI CAPITAL MARKETS LIMITED

202, Maker Tower ‘E’,

Cuffe Parade

Mumbai 400 005

Maharashtra, India

AUDITORS TO THE COMPANY

M/s. Walker Chandiok & Co LLP

16th

Floor, Tower II,

Indiabulls Finance Centre

S B Marg, Elphinstone (W),

Mumbai- 400 013

Maharashtra, India

M/s. Shah & Kathariya

Room No. 6, 4th Floor, Kermani Building,

27, Sir P.M.Road,

Opp. Citi Bank, Fort,

Mumbai – 400001

Maharashtra, India

LEGAL ADVISORS TO THIS ISSUE

As to Indian law

As to Selling Restrictions under International law

J. Sagar Associates

Vakils House, 18, Sprott Road,

Ballard Estate

Mumbai 400 001

Maharashtra, India

Squire Patton Boggs Singapore LLP

10 Collyer Quay, #03-01/02

Ocean Financial Centre

Singapore 049315

Republic of Singapore