Perungudi Real Estates Private Limited

PERUNGUDI REAL ESTATES PRIVATE LIMITED

ANNUAL REPORT 2018‐2019 PERUNGUDI REAL ESTATES PRIVATE LIMITED Regd. Off.: 110, Old SRP Tools, Rajiv Gandhi Salai OMR Road, Thiruvanmiyur, Chennai – 600 041 Ph: +91 -044 - 43587017 CIN: U70200TN2015PTC102278 ______

NOTICE

Notice is hereby given that the Fourth Annual General Meeting of Perungudi Real Estates Private Limited will be held at 10.30 a.m. on Wednesday, 7th August, 2019 at 110, Rajiv Gandhi Salai, OMR Road, Thiruvanmiyur, Chennai – 600 041 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the financial statements of the Company for the financial year ended 31st March, 2019, including the Audited Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date together with the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Amit Mathur (DIN: 01943856), who retires by rotation and being eligible, offers himself for re-appointment.

Place: Bangalore By order of the Board Date: 3rd May, 2019 For Perungudi Real Estates Private Limited

Sd/- Amrutha Bhaskar Company Secretary

Registered Office 110, Old SRP Tools, Rajiv Gandhi Salai, OMR Road, Thiruvanmiyur, Chennai- 600041

NOTES:

a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER.

b) Proxies in order to be effective must be received at the Registered Office of the Company not less than forty eight hours before this Annual General Meeting PERUNGUDI REAL ESTATES PRIVATE LIMITED Regd. Off.: 110, Old SRP Tools, Rajiv Gandhi Salai OMR Road, Thiruvanmiyur, Chennai – 600 041 Ph: +91 -044 - 43587017 CIN: U70200TN2015PTC102278 ______

Perungudi Real Estates Private Limited CIN: U70200TN2015PTC102278 Regd. Off. : 110, Rajiv Gandhi Salai, OMR Road, Thiruvanmiyur, Chennai – 600 041 ______

Fourth Annual General Meeting on 7th August, 2019 at 10:30 A.M

ATTENDANCE SLIP (To be handed over at the entrance of the Meeting Hall)

CLID/ Folio No. : DPID. : No. of Shares held :

I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company. I hereby record my presence at the Fourth Annual General Meeting of the Company being held at 10:30 a.m on Wednesday, 7th August, 2019 at 110, Rajiv Gandhi Salai, OMR Road, Thiruvanmiyur, Chennai – 600 041.

______Name of the Member/Proxy Signature of Member / Proxy

Notes: A member/proxy wishing to attend the meeting must fill up this Attendance Slip and hand it over at the entrance. If you intend to appoint a proxy, please complete the proxy form below and deposit it at the Company’s Registered Office atleast 48 hours before the meeting. ______

PERUNGUDI REAL ESTATES PRIVATE LIMITED Regd. Off.: 110, Old SRP Tools, Rajiv Gandhi Salai OMR Road, Thiruvanmiyur, Chennai – 600 041 Ph: +91 -044 - 43587017 CIN: U70200TN2015PTC102278 ______Perungudi Real Estates Private Limited. CIN: U70200TN2015PTC102278 Regd. Off. : 110, Rajiv Gandhi Salai, OMR Road, Thiruvanmiyur, Chennai – 600 041 ------

Fourth Annual General Meeting on 7th August, 2019 at 10:30 A.M

PROXY FORM

CLID/ Folio No. : DPID. : No. of Shares held:

I/ We ______of ______in the district of ______being Member(s) of Perungudi Real Estates Private Limited hereby appoint ______of ______in the district of ______or failing him/her appoint ______of ______in the district of ______as my/our proxy to attend and vote for me/us on my/our behalf at the Fourth Annual General Meeting of the Company to be held at 10:30 a.m on Wednesday, 7th August, 2019 at 110, Rajiv Gandhi Salai, OMR Road, Thiruvanmiyur, Chennai – 600 041 and at any adjournment thereof.

______Name of the Member/Proxy Signature of Member / Proxy (in Block Letters )

Notes: This proxy form duly completed must be received at the Company’s Registered Office at least 48 hours before the meeting

PERUNGUDI REAL ESTATES PRIVATE LIMITED Regd. Off.: 110, Old SRP Tools, Rajiv Gandhi Salai OMR Road, Thiruvanmiyur, Chennai – 600 041 Ph: +91 -044 - 43587017 CIN: U70200TN2015PTC102278 ______

BOARD’S REPORT

Dear Members,

We have pleasure in presenting the Fourth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS: (Amount in Lakhs)

Particulars 2018-19 2017-18 Total Income - - Total Expenses 111 200 Profit/(Loss) before tax (107) (200) Provision for : Current Tax - - Net Profit/(Loss) after Tax (107) (200) Other Comprehensive Income - - Total Comprehensive Income (107) (200)

FINANCIAL & OPERATIONAL OVERVIEW:

Your Company is developing an IT/ITES SEZ project known as “WTC Chennai” of over 2 million square foot at Perungudi Chennai. The construction is gaining momentum as the project needs to be developed and operationalized on or before 31st March, 2020. The leasing discussions are presently taking place.The Company is in the process of getting the final set of approvals for developing the space. Since the IT/ITES SEZ project is under development there is no turnover for the financial year ended 31st March, 2019. Both the developments mentioned above will be iconic and will change the land scape of the City.

SUBSIDIARIES/ JOINT VENTURES AND ASSOCIATES:

The Company is subsidiary of Brigade Enterprises Limited and there are no other subsidiaries/ associates.

TRANSFER TO RESERVES AND DIVIDEND:

During the Year the Company has not transferred any amount to reserves or recommended any dividend for the Financial Year ended on 31st March, 2019.

FIXED DEPOSITS:

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year and accordingly, no amount is outstanding as on the Balance Sheet date. PERUNGUDI REAL ESTATES PRIVATE LIMITED Regd. Off.: 110, Old SRP Tools, Rajiv Gandhi Salai OMR Road, Thiruvanmiyur, Chennai – 600 041 Ph: +91 -044 - 43587017 CIN: U70200TN2015PTC102278 ______

SHARE CAPITAL & ISSUE OF SECURITIES:

During the year there has been no change in the Share Capital of the Company.

The paid up share capital of the Company is Rs. 124,80,00,000 (Rupees One Twenty Four Crore Eighty Lakhs only) comprising of:

1. Rs. 10,00,000 (Rupees Ten Lakh Only) divided into 1,00,000 Class A Equity Shares of Rs. 10 each.

2. Rs. 62,30,10,000 (Rupees Sixty Two Crore thirty Lakh And Ten Thousand only) divided into 6,23,01,000 Class B Equity Shares of Rs. 10 each.

3. Rs. 62,16,80,000 (Rupees Sixty Two Crore Sixteen Lakh And Eighty Thousand only) divided into 6,21,68,000 Class C Equity Shares of Rs. 10 each.

4. Rs. 23,10,000 (Rupees Twenty Three Lakhs And Ten Thousand only) divided into 23,100 A Series Cumulative Convertible Preference Shares of Rs. 100 each.

CONVERTIBLE DEBENTURES:

During the Year there has been no changes in the Debenture Structure of the Company.

The Debenture Capital of the Company for the Financial Year ended 31st March, 2019 is as follows:

 15,00,000 12% A12 Series Fully Convertible Debentures (FCD’s) of Rs.100/- (Rupees Hundred Only) each aggregating to Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) to Reco Caspia Private Limited.

 15,00,000 12% A12 Series Optionally Convertible Debentures (OCD’s) of Rs.100/- (Rupees Hundred Only) each aggregating to Rs.15,00,00,000/- (Rupees Fifteen Crores Only) to Brigade Enterprises Limited.

PROPOSAL FOR ISSUE OF NON-CONVERTIBLE DEBENTURES

The Board of Directors of your Company have in their meeting held on 30th March, 2019 have approved the issue 60,00,000 12.00% A Series unsecured unlisted Non-Convertible Debentures of INR 100/- each aggregating to INR 60 Crores (Rupees Sixty Crores only) to Brigade Enterprises Limited and Reco Iris Pte Ltd. This is subject to approval of Shareholders in a general meeting. The objects of the proposed issue is for part funding the development of the IT SEZ and for certain approvals for the residential project .

The Board of Directors of the Company comprises of five Non-Executive Directors of which two are Independent Non-Executive Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013.

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. Amit Mathur (DIN: 01943856), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

BOARD MEETINGS:

During the year under review, the Board of Directors of the Company met 5 times on the following dates:

Dates on which Board Total Strength of the No of Directors Present Meetings were Held Board 20th April, 2018 5 (Five) 5 (Five) 24th July, 2018 5 (Five) 5 (Five) 2nd November, 2018 5 (Five) 5 (Five) 25th January, 2019 5 (Five) 5 (Five) 30th March, 2019 5 (Five) 2 (Two)

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS/ GENERAL MEETINGS:

The Board of Directors of the Company have attended the Board Meetings/ General Meetings as per the following details:

Name of the Director Board meetings Attendance in the No. of Committee attended in the 3rdAnnual General positions held in other financial year Meeting held on Companies 2018-2019 28th September,2018

Chairman Member

Mr. Om Prakash P 5 (Five) Yes Nil Nil Mr. Dinesh Meel 5 (Five) Yes Nil Nil Mr. Amit Mathur 4 (Four) No Nil Nil Mr. Mohan Parvatikar 4 (Four) No Nil 2 Ms. Meera Krishnakumar 4 (Four) No Nil 5

Annual evaluation of the performance of the Board, its Committees and of individual directors of the Company for the Financial Year 2018-19 has been made as per the provisions of Companies Act, 2013.

In the meeting of Independent Director’s Meeting, performance of the Board as a whole and the performance of non-independent directors was carried out. Performance evaluation of the independent directors has been done by the entire board excluding the independent director being evaluated.

AUDIT COMMITTEE:

The Company has constituted Audit Committee in accordance with provisions of Section 177 of the Companies Act, 2013.

During the year 2018-19, the Audit Committee met 4 times. The dates on which the said meetings were held are as follows:

20th April, 2018 24th July, 2018 2nd November, 2018 25th January, 2019

The details of meetings attended by its members are given below:

Name of the Directors Designation No. of Committee Meetings during the year 2018-19 Held Attended

Mr. Mohan Parvatikar Chairman 4 (Four) 4 (Four) Mr. Dinesh Meel Member 4 (Four) 4 (Four) Ms. Meera Krishnakumar Member 4 (Four) 4 (Four) Mr. Om Prakash P Member 4 (Four) 4 (Four)

The Company Secretary acts as the Secretary of the Committee.

NOMINATION & REMUNERATION COMMITTEE:

The Company has constituted Nomination & Remuneration Committee in accordance with the provisions of the Section 178 of the Companies Act, 2013.

During the year, the Nomination & Remuneration (NRC) Committee met on 25th January 2019. The composition of the NRC Committee and the details of meetings attended by its members are given below:

PERUNGUDI REAL ESTATES PRIVATE LIMITED Regd. Off.: 110, Old SRP Tools, Rajiv Gandhi Salai OMR Road, Thiruvanmiyur, Chennai – 600 041 Ph: +91 -044 - 43587017 CIN: U70200TN2015PTC102278 ______SI Name of the Directors Designation No. of Committee Meetings during the No. year 2018-19 Held Attended 1 Ms. Meera Krishnakumar Chairman 1 (one) 1 (one) 2 Mr. Mohan Parvatikar Member 1 (one) 1 (one) 3 Mr. Dinesh Meel Member 1 (one) 1 (one) 4 Mr. Om Prakash P Member 1 (one) 1 (one)

The Company Secretary acts as the Secretary of the Committee.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Directors of the Company are appointed by the members at annual general meetings in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

There is no remuneration paid to any directors and the independent directors are entitled for sitting fees for attending the meetings of the Board.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirm that: a) in the preparation of the annual financial statements for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) there are proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review the Company has appointed Ms. Amrutha Bhaskar (ICSI membership PERUNGUDI REAL ESTATES PRIVATE LIMITED Regd. Off.: 110, Old SRP Tools, Rajiv Gandhi Salai OMR Road, Thiruvanmiyur, Chennai – 600 041 Ph: +91 -044 - 43587017 CIN: U70200TN2015PTC102278 ______no: 51531) as the Chief Financial Officer of the Company and Mr. Pradyumna KrishnaKumar has been appointed as the Manager of the Company.

Ms. Amrutha Bhaskar (ICSI membership no: 51531) is the Company Secretary of the Company.

The applicable provisions pursuant to appointment of Key Managerial Personnel has been duly complied with.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company who are in receipt of remuneration in excess of the limits prescribed in section 134 of the companies Act, 2013 read with the Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year.

STATUTORY AUDITORS:

The members of the Company at the First Annual General Meeting held on 29th August, 2016 approved the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/E300004) as Statutory Auditors of the Company for a period of 5 years till the conclusion of Fifth Annual General Meeting.

There are no qualifications or adverse remarks in the Statutory Auditors’ Report for the financial statements for the year ended 31st March, 2019 which require any explanation from the Board of Directors.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practising Company Secretary (CP No. 5645) to conduct the Secretarial Audit for the financial year 2018-19 and her Report on Company’s Secretarial Audit is appended as Annexure-1 to this Report.

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The Company has not made any investments or guarantees during the Financial Year 2018-19.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The related party transactions undertaken during the financial year 2018-19 as detailed in notes to accounts of the financial Statements. The related party transactions are carried at arm’s length basis and in the normal course of business.

In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2018-19 in Form No. MGT-9 is appended as Annexure-2 to this Report.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments for the period under review, which significantly affects the financial position of the Company.

SIGNIFICANT OR MATERIAL ORDER:

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

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adequate internal financial control systems in place with reference to the financial statements.

During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

RISK MANAGEMENT:

The Board of Directors and Audit Committee have been entrusted with the responsibility for establishing policies to monitor and evaluate risk management systems of the Company. Deloitte Haskins & Sells LLP, Internal Auditors of the Company as a part of their scope cover risk management by evaluation of processes in different functions / departments of the Company and the risks associated therewith are presented to the Audit Committee/ Board of Directors on a quarterly basis. The Audit Committee and the Board review the business risks and mitigation measures on a continuous basis independently as well as based on the reports of the Internal Auditors.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility are not applicable to the Company as on 31st March, 2019.

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

A.CONSERVATION OF ENERGY:

The Company has limited scope for energy conservation. Emphasis is being laid on employing techniques which result in conservation of energy. At work place, emphasis is more on installation PERUNGUDI REAL ESTATES PRIVATE LIMITED Regd. Off.: 110, Old SRP Tools, Rajiv Gandhi Salai OMR Road, Thiruvanmiyur, Chennai – 600 041 Ph: +91 -044 - 43587017 CIN: U70200TN2015PTC102278 ______of energy efficient lights and using natural light to a maximum extent.

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has not earned any income in Foreign Currency but has incurred the expenditure as per the table detailed below: (Amount in Rupees)

Particulars 2018-19 2017-18 Expenditure in Foreign currency

Architect and 5400643 394,05,912 consultancy charges Travelling Expenses 1232600 14,45,012

Intrest on - - DEBENTURES Annual Membership fess 928650 - (wtca) Marketing Expenses - 2,36,167

TOTAL 75,61,894 4,10,87,091

HUMAN RESOURCES:

There is one employee on the rolls of the Company at present.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to all the stakeholders for the continued support and patronage. We look forward to your support and co- operation as the Company is entering the next league of growth.

By Order of the Board For Perungudi Real Estates Private Limited

Sd/- Sd/- Place: Bangalore Om Prakash P Dinesh Meel Date: 3rd May, 2019 Director Director DIN: 05358506 DIN: 06406897

ANNEXURE-1 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS: 1 CIN U70200TN2015PTC102278 2 Registration Date 21st September, 2015 3 Name of the Company Perungudi Real Estates Private Limited 4 Category/Sub-category of the Company Company Limited by Shares Indian Non - Government Company 5 Address of the Registered office & contact details 110, Old SRP Tools, Rajiv Gandhi Salai, Omr Road, Thiruvanmiyur, Chennai,Tamil Nadu-600041 Tel: +91 8041379200 Email: [email protected] 6 Whether listed company No 7 Name, Address & contact details of the Registrar & Transfer Agent, if any. NA

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company

NA - -

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Name and Address of the company CIN/GLN Holding /Subsidiary/Associate % of Shares held Applicable Section

Brigade Enterprises Limited L85110KA1995PLC019126 Holding Company 51% 2(87)

Reco Caspia Pte Limited 201539690E Associate Company 49% 2(87)

IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity) (i) Category-wise Share Holding Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the Shareholders year Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares A. Promoters (1) Indian a) Individual/ HUF - - 0.00% - - 0.00% 0.00% b) Central Govt - - 0.00% - - 0.00% 0.00% c) State Govt(s) - - 0.00% - - 0.00% 0.00% d) Bodies Corp. - - 0.00% - - 0.00% 0.00% e) Banks / FI - - 0.00% - - 0.00% 0.00% f) Any other - - 0.00% - - 0.00% 0.00% Sub Total (A) (1) - - 0.00% - - 0.00% 0.00%

(2) Foreign a) NRI Individuals - - 0.00% - - 0.00% 0.00% b) Other Individuals - - 0.00% - - 0.00% 0.00% c) Bodies Corp. - - 0.00% - - 0.00% 0.00% d) Any other - - 0.00% - - 0.00% 0.00% Sub Total (A) (2) - - - 0.00% - - - 0.00% 0.00% TOTAL (A) - - - 0.00% - - - 0.00% 0.00%

B. Public Shareholding

1. Institutions a) Mutual Funds - 0.00% - 0.00% 0.00% b) Banks / FI 0.00% 0.00% 0.00% c) Central Govt - 0.00% - 0.00% 0.00% d) State Govt(s) - 0.00% - 0.00% 0.00% e) Venture Capital - 0.00% - 0.00% 0.00% Funds f) Insurance Companies - 0.00% - 0.00% 0.00% g) FIIs 0.00% 0.00% 0.00% h) Foreign Venture - 0.00% - 0.00% 0.00% Capital Funds i) Others (specify) - 0.00% - 0.00% 0.00% Sub-total (B)(1):- - - - 0.00% - - - 0.00% 0.00% 2. Non-Institutions a) Bodies Corp. 623,52,000 623,52,000 51.00% 623,52,000 623,52,000 51% 0.00% i) Indian 0.00% 0.00% 0.00% ii) Overseas - 0.00% - 0.00% 0.00% b) Individuals i) Individual 0.00% 0.00% shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual 0.00% 0.00% shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify) - Directors 0.00% 0.00% 0.00% Non Resident Indians 0.00% - 0.00% 0.00% Overseas Corporate 622,17,000 622,17,000 49.00% 622,17,000 622,17,000 49.00% 0.00% Bodies Foreign Nationals - 0.00% - 0.00% 0.00% Clearing Members 0.00% 0.00% 0.00% Employees 0.00% - - - - - HUF 0.00% - 0.00% 0.00% Trusts 0.00% - 0.01% 0.01% Foreign Bodies - D R - 0.00% - 0.00% 0.00% Sub-total (B)(2):- - 1245,69,000 1245,69,000 100.00% - 1245,69,000 1245,69,000 100.00% 0.00% Total Public (B) - 1245,69,000 1245,69,000 100.00% - 1245,69,000 1245,69,000 100.00% 0.00% C. Shares held by - 0.00% 0.00% 0.00% Custodian for GDRs & ADRs Grand Total (A+B+C) - 1245,69,000 1245,69,000 100.00% - 1245,69,000 1245,69,000 100.00% 0.00%

(ii) Shareholding of Promoter: NIL SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in No. of Shares % of total % of Shares No. of Shares % of total Shares of % of Shares shareholding during the Shares of the Pledged/ the company Pledged / year company encumbered to encumbered total shares to total shares

1 - 0 0.00% - - 0.00% - 0.00% 2 - 0 0.00% - - 0.00% - 0.00%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) : NIL SN Particulars Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares

At the beginning of the year 01.04.2018 - 0.00% Changes during the year - 0.00% At the end of the year 31.03.2019 - 0.00% - 0.00%

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs) SN For each of the Top 10 Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year shareholders No. of shares % of total shares No. of shares % of total shares

1 Brigade Enterprises Limited At the beginning of the year 01.04.2018 623,52,000 51.00% Changes during the year No Change 0.00% At the end of the year 31.03.2019 623,52,000 51.00% 623,52,000 51.00%

2 Reco Caspia Pte Ltd At the beginning of the year 01.04.2018 622,17,000 49.00% Changes during the year No Change 0.00% At the end of the year 31.03.2019 622,17,000 49.00% 622,17,000 49.00%

(v) Shareholding of Directors and Key Managerial Personnel: NIL

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Amt. Rs./Lacs) Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount - - - - ii) Interest due but not paid - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - - - - Change in Indebtedness during the financial year * Addition 244.00 - - 244.00 * Reduction - - - - Net Change - - - - Indebtedness at the end of the financial year i) Principal Amount 244.00 - - 244.00 ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) 244.00 - - 244.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

B. Remuneration to other Directors: SN. Particulars of Remuneration Name of Directors Total Amount Mohan Parvatikar Meera Krishnakumar (Rs/Lac) 1 Independent Directors Fee for attending board committee meetings 1.40 1.40 2.80 Commission - - Others, please specify - - - Total (1) 1.40 1.40 2.80 2 Other Non-Executive Directors - - - Fee for attending board committee meetings - - - Commission - - - Others, please specify - - - Total (2) - - - Total (B)=(1+2) 1.40 1.40 5.60 Total Managerial Remuneration - Overall Ceiling as per the Act -

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD SN. Particulars of Remuneration Name of Key Managerial Personnel Total Amount Name Amrutha Bhaskar (Rs/Lac) Designation Company Secretary 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 5.00 5.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -

2 Stock Option - - 3 Sweat Equity - - Commission - 4 - as % of profit - - - others, specify - - 5 Others, please specify - - Total 5.00 5.00

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Type Section of the Brief Description Details of Penalty / Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) Companies Act Punishment/ Compounding fees imposed

A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding