Equity Analysis

(INR in Lakhs)

During the fiscal year ended 31^st March, 2024 as per standalone financial statement, revenue from operation was INR 1337.13 lakhs as compared to INR 1387.10 lakhs in previous year. The Company continues to take effective steps in broad- basing range of activities. The Company has made a profit of INR 187.81 lakhs during the current financial year as compared to a profit of INR 113.78 lakhs earned during the previous financial year.

There was no change in the nature of business of company.

The Authorized Share Capital of the Company as on 31st March, 2024 is INR 15,00,00,000/- and Paid up Share Capital as on 31st March, 2024 is INR 13,85,00,000/- and there was no change in the share capital of the company during the year.

No Dividend was declared during the year.

During the year under review INR 187.81 lacs has been transferred to the general reserves of the Company.

The Company has not invited/accepted any public deposits or any fixed deposits during the financial year 2023-24. Hence, there are no defaults in repayment of amount of principal and interest as on the date of balance sheet.

Independent Directors

The Independent Directors of the Company hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy for regularization of Independent Director is also placed on Website of the company i.e. www.superiorindustrial.in respectively. During the year, one (1) Meeting held in the F.Y. 2023-24 on 28^th March, 2024 of the Independent Directors.

Hence, as on 31^st March, 2024, Mr. Arun Nevatia and Ms. Kusum Sharma were the independent Directors of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders' Relationship Committee and Risk Management Committees.

Key Managerial Personnel

During the year under review, Ms. Anmol Sharma was appointed as Company Secretary & Compliance Officer of the Company w.e.f., 5^Th February, 2024.

As on date, Mr. Kamal Agarwal, Managing Director, Mr. Raushan Kumar Sharma, Chief Financial Officer, Ms. Anmol Sharma, Company Secretary and Compliance Officer are the key managerial personnel of the Company.

In accordance with the provision of Section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director's Responsibility Statement:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; c. The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities; d. The Directors have prepared the accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f. The Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

10. INFORMATION PURSUANT TO SECTION 134(3) OF COMPANIES ACT, 2013-

SUBSIDIARY COMPANIES - MONITORING FRAMEWORK

The Company monitors performance of its subsidiary company, inter-alia, by the following means:

i. The Audit Committee reviews financial statements of the subsidiary companies, along with investments made by them. ii. The Board of Directors reviews the Board Meeting minutes and statements of all significant transactions and arrangements, if any, of subsidiary companies.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiary and it's Associate Company. M/s. Superior Industrial Enterprises Limited is the holding Company of M/s. Babri Polypet Private Limited and its associate company is M/s. Hindustan Aqua Private Limited.

Further, a separate statement containing the salient features of the financial statements of subsidiary and Associate of the Company in the prescribed form AOC-1 has been given as Annexure to the Balance Sheet.

11. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on performance and financial position of Subsidiary and Associates included in the Consolidated Financial Statements is attached and forms part of this report.

The Information in this respect can also be referred in form AOC- 1 which has been disclosed in the Consolidated Financial Statements.

12. DEPOSIT

Our Company has no unclaimed/ unpaid matured deposit or interest due thereon. Your Company has not accepted any deposits covered under ‘Chapter V - Acceptance of Deposits by Companies' under the Companies Act, 2013 during the financial year ended March 31, 2024.

13. DIVIDEND

Pursuant to the requirements of the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and keeping in view the future requirements of funds by the Company for its proposed growth and expansion, the Board expresses its inability to recommend any dividend from the available profit during the year under review.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

Subsequent to the end of the financial year on March 31, 2024 till date, there has been no material change and/or commitment which may affect the financial position of the Company.

15. RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transactions which is also available on Company's website. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

16. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Directors had laid down internal financial controls to be followed by your Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically.

17. MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion & Analysis Report for the year under review, as stipulated under regulation 34(2)(e) of SEBI (Listing Obligation And Disclosure Requirement) Regulation, 2015, is presented as Annexure-I forming part of the Director's Report.

18. CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided. The Corporate Governance Report for the financial year ended 31^st March, 2024 giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is given separately as Annexure-II.

The Corporate Governance Certificate for the financial year ended 31 ^st March, 2024 issued by M/s. Vimal Chadha & Associates, Company Secretaries in practice is annexed as Annexure-III.

Mr. Kamal Agarwal, Managing Director and Mr. Raushan Kumar Sharma, Chief Financial Officer of the Company, have given their certificate under Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) regarding Annual Financial Statements for the financial year ended 31^st March, 2024 which is annexed as Annexure IV.

The Managing Director has given certificate under Regulation 34(3) of SEBI-LODR read with Part D of Schedule V of SEBI- LODR regarding compliance with the Code of conducts of the Company for the financial year ended 31^st March, 2024 which is attached as Annexure-V.

19. SECRETARIAL AUDIT

The Secretarial Audit was carried out by M/s. RSH & Associates, Company Secretaries for the financial year ended 31^st March, 2024. The Report given b y the Secretarial Auditors is annexed as Annexure VI and forms an integral part of this Board's Report.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. RSH & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending 31^st March, 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

Further, M/s. RSH & Associates, Company Secretaries has provided the Certificate of Annual Secretarial Compliance Report as per the SEBI Circular SEBI CIR/CFD/CMD1/27/2019 dated February 08, 2019 and the report is attached along with “Annexure VI” forms part of Director's Report. Your Directors state that the applicable secretarial standards pursuant to section 118 of the Companies Act, 2013 as prescribed by the Institute of Company Secretaries of India have been complied for the financial year 2023-24.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013; the Annual Return as on March 31, 2024 is available on the Company's website on https://www.superiorindustrial.in.

21. STATUTORY AUDITOR

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in its 31^st Annual General Meeting held on 25^th September, 2022 approved the appointment of M/s. S. Jain and Co., Chartered Accountants, having FRN: 009593N as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting of the Company.

22. COST AUDITOR

As per Section 148 of the Companies Act, 2013 read with Rules framed thereunder, M/s. Mahesh Singh & Company, and Cost Accountants have conducted the cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules for the Financial Year ended 31^st March, 2024.

23. STATEMENT OF PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as Annexure to this report.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Rules are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request.

None of the top ten employees drew remuneration of INR 1,02,00,000/- or more per annum or INR 8,50,000/- or more per month during the financial year 2021-22 under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-VII to this Report.

24.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING AND OUTGO

Particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as are required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are given in Annexure-VIII to the Directors' Report.

25.LOAN GUARANTEE AND INVESTMENTS

In terms of Section 186 of the Companies Act, 2013 and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed in the Balance Sheet.

26. BOARD INDEPENDENCE

Our definition of ‘Independence' of Directors is derived from Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, two Non-Executive Directors are Independent as on 31^st March, 2024.

The Statement on declaration is also annexed as Annexure-IX.

Hence, as on 31^st March, 2024, Mr. Arun Nevatia and Ms. Kusum Sharma are the independent Directors of the Company.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE

WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

None of the Auditor have mentioned any non-compliance in their report.

28. DISCLOSURE ON VIGIL MECHANISM

The Company has established a vigil mechanism through which directors, employees and business associates may report u nethical b ehavior, malpractices, wrongful conduct, fraud, v iolation o Company's code of conduct without fear of reprisal. The Company has set up initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee. Further information on the subject can be referred to in section “Disclosures”- Whistle-Blower Policy/ Vigil Mechanism of the Corporate Governance Report.

29. COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc. The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and o ther applicable rules/regulations/guidelines issued from time to time.

30.SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015.

Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

31. GREEN INITIATIVES

The Annual Report and other shareholder communications are all available in electronic as well as paper format. We would like to take this opportunity to encourage you to consider receiving all shareholder communications electronically, including future notices of meeting.

32. APPRECIATION

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of business. Your directors thank the shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.