Super Spinning Mills Ltd

To the Members,

Your directors present their 62nd Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

The financial performance of the Company for the financial year ended 31st March, 2024 is summarised below (Rs. In Lakhs)

Your Company has taken a significant step in exiting the manufacture of yarn. The spinning sector has been facing demand recession from 2022 onwards, due to reduced imports from US and Europe. The Geo Political scenario has not helped this crisis either. Further, a significant breakdown of machinery occurred at SUPER B Unit, thereby halting the production from mid of May 2023. The Board after evaluating this situation decided to sell the Assets, thereby reducing the debt significantly. Shareholders' approval for the same through Postal Ballot Notice dated 26.07.2023. Following the approval of the shareholders, the Company discontinued its Textile operations and informed the exchanges on August 31, 2023 and also entered into the necessary definitive agreements for the sale of the plant and machineries and executed the same in parts during the financial year 2023-24. The Company's loss from such discontinued operation was at Rs. 1116.54 Lakhs before tax during FY 2023-24 as compared to Rs 2087.12 during the FY 2022-23.

Your Company earned total income of Rs. 706.88 Lakhs during FY 2023-24 as against the income of Rs 554.69 Lakhs during the FY 2022-23. The profit before tax and exceptional items for FY 2023-24 was Rs. 267.50 Lakhs as against Rs 276.75 during the FY 2022-23. The Company has given various properties of the SUPER SARA unit on operating lease arrangements and the same is yielding significant revenue. The Company is exploring similar possibilities for SUPER B as well, which might be considered a bright light during the Company's difficult times.

There was no change in the nature of principal business of the Company during the financial year ended 31st March 2024. The company discontinued its operations in the "Textiles" segment and continues to operate in the "Rental Services" business segment.

The Company has not transferred any amount to the General Reserve during the year under review. However, the Losses of the FY 2023-24 along with the Comprehensive Income have been adjusted against the retained earnings under the head "Other Equity".

There was no change in the capital structure of your Company during the year under review. The issued, subscribed and paid-up share capital of the Company as on 31st March 2024 stood at Rs.5,50,00,000/- divided into 5,50,00,000 equity shares of Re.1/- each. During the year under review the Company has not made any fresh issue of shares.

Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31st March 2024

There was no amount to be transferred during the year to the Investor Education and Protection Fund established by the Central Government.

The Annual Return of the Company for the financial year 2023-24 as required under Section 92(3) of the Companies Act, 2013 (‘the Act') is available on the website of the Company at the link https://www. superspinning.com/investors/#Annual-Return

During the year under review, eight Board meetings were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report. Also, the details pertaining to the composition and meetings of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are also included in the Corporate Governance Report.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable secretarial standards and such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

Pursuant to the requirement under Section 134(3) (c) of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from those standards; 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 loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Act.

The Board has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') and that their name is included in the databank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder and are Independent of the management.

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. The same is also available on the Company website at https:// www.superspinning.com/wp-content/uploads/2024/04/ FAMILIARIZATIONPROGRAM202324.pdf

Board of Directors have evaluated the Independent Directors appointed/ re-appointed and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

The Company pursuant to the provisions of Section 178 of the Act and in terms of Regulation 19(4) of the Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure 1 and can also be accessed on the Company's website at the link https:// www.superspinning.com/wp-content/uploads/2022/08/ NominationandRemunerationPolicy.pdf

There were no qualifications, reservations, adverse remarks or disclaimers made by M/s.C S K Prabhu & Co, Statutory Auditors in their reports.

Auditors, in their report, your directors wish to state as follows:

In respect of the remarks made by M/s. MDS & Apart from the above, there were no qualifications, Associates LLP, Company Secretaries, Secretarial reservations or adverse remarks or disclaimers made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial Auditors in their report.

Pursuant to the provisions of Section 186(4) of the Act, the Company has not granted any loans or given any security or made any investments during the year under review. However, the details in respect of investments made by the Company in the earlier years are disclosed in the notes to the financial statements.

All the transactions entered into by the Company with related parties as defined under the Act and Regulation 23 of the Listing Regulations, during the financial year 2023-24 were in the ordinary course of business and on arms' length basis. Prior approval / Omnibus approval is obtained from the Audit Committee for all related party transactions and the transactions are periodically placed before the Audit Committee for its approval. The particulars of contract and arrangement entered into by the Company with related parties referred to Section 188(1) of the Act including certain arm's length transactions under third proviso thereto are disclosed in Annexure 2 (Form No. AOC-2) and forms part of this Report.

The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the company's website and may be accessed through the link at https://www.superspinning. com/wp-content/uploads/2022/05/POLICYONRPT.pdf

Save as mentioned elsewhere in this Report, due to a significant breakdown of machinery at the SUPER B Unit, production was significantly affected from the mid of May 2023 and the Unit was shutdown after the shareholders approval from 31st August 2023. The financial impact of the same is as disclosed in the Annual Report. There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

During the year under review, the Company has disposed off the Plant and Machinery at Super B Unit and accordingly, the Company has no manufacturing operations. However, the Company is keen on reducing the energy consumption and carried out necessary actions for optimum utilization of energy and greater emphasis has been laid on creating awareness amongst all employees for the optimal utilization of power and to prevent misuse of energy at all levels. Further, necessary steps are taken by the Company for utilizing alternate sources of energy. The Company has not made any capital investment in energy conservation equipment.

The Company has not absorbed any technology nor has imported any technology during the year under review and hence disclosure of the details pertaining to the same does not arise.

There is no Foreign Exchange Earnings and outgo during the year under review.

Pursuant to Section 134(3)(n) of the Act, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimization of risk thereof.

The Company has constituted an Audit Committee in accordance with Section 177 of the Act. Kindly refer to the Report on Corporate Governance for matters relating to the composition, meetings and functions of the committee.

The Board has accepted the Audit Committee's recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Act, with respect to rejection of any recommendations of Audit Committee by the Board.

Your Company has established a Vigil Mechanism/ Whistle Blower policy in line with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. The Policy is formulated to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy. During the year under review, there were no complaints received under this mechanism. The Whistle Blower policy is available on the company's website and may be accessed through the link at https://www.superspinning.com/wp-content/ uploads/2022/05 /WHISTLEBLOWERPOLICY.pdf.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

In compliance with the relevant provisions of the Act read with the Rules made thereunder and the Listing Regulations, the performance evaluation of the Board as a whole, its specified Statutory Committees, the Chairman of the Board and the Individual Directors was carried out for the year under review. In a separate meeting of independent directors, performance of non-independent directors was evaluated. Independent Directors had evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

In accordance with the provision of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Sumanth Ramamurthi (DIN:00002773), Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the Notice along with brief details about him. Your directors recommend his re-appointment. During the year under review, pursuant to the approval granted by the Board of Directors and the members of the Company, Mr. Sumanth Ramamurthi (DIN: 00002773) was re-appointed as the Managing Director of the Company for a period of 3 years with effect from 1st April 2023. During the year under review, Mr. Nikhil Govind Ramamurthi (DIN: 10089593) was appointed as an Additional Non-Executive Director of the Company with effect from 1st June 2023 and was subsequently appointed as a Non-Executive Director of the Company by the members through the Postal Ballot on 28th August 2023.

Mr. Nidheesh A resigned as the Chief Financial Officer of the Company with effect from 30th April 2023. Subsequently, Mrs. Padmavathy P was appointed as the Chief Financial Officer with effect from 13th October 2023.

The second term of office of Mr. C G Kumar, Mr. Sudarsan Varadaraj and Mrs. Suguna Ravichandran, Independent directors expired on 31st May 2024. The Board recalled the tireless efforts and valuable contributions rendered by them during their long decades of association with the Company and placed on record its sincere appreciation to the Directors.

Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at their meetings held on 25th May 2024 and 1st June 2024 have appointed Mr. Venkat Kumar Vikram (DIN 06397105) and Mrs. Manoharan Malavika Thothala (DIN: 10584655) as Additional Directors in the capacity of Independent Directors of the Company with effect from 25th May 2024 and 1st June 2024 respectively subject to the approval of the shareholders. Accordingly, the necessary resolution for obtaining the approval of the shareholders of the Company for their appointment as Independent Directors of the Company has been incorporated in the Notice of the Annual General Meeting along with the brief details about them. The company has also received declaration from the appointee directors that they fulfill the criteria of independence as prescribed under Section 149(6) of the Act as well as Regulation 16(1)(b) of the Listing Regulations. Further, the Company has received notices from the members under Section 160(1) of the Act signifying their intention to propose the candidature of the aforesaid persons for the office of independent director(s) of the Company.

The board of directors recommends the appointment of the independent director(s).

Key Managerial Personnel of the Company as required under Sections 2(51) and 203 of the Act are Mr. Sumanth Ramamurthi, Chairman and Managing Director, Mrs. Padmavathy P, Chief Financial Officer and Mrs. Narmatha G K, Company Secretary.

The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

Since the Company has not accepted any deposit covered under Chapter V of the Act, there are no deposits remaining unclaimed or unpaid as on 31st March, 2024 and accordingly, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

In accordance with Section 134(5)(e) of the Act, the Company has Internal Financial Controls Policy by means of Policies and Procedures commensurate with the size & nature of its operations and pertaining to financial reporting. The Management uses the management information reports and other reports to have better internal control system and to take decisions in time.

The Audit Committee of the Board constantly reviews the internal control systems and their adequacy, significant risk areas, control mechanism and the operations of the Company. The Directors and Management confirm that the Internal Financial Controls are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Act, certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

M/s. C S K Prabhu & Co., (Firm Registration No. 002485S), Chartered Accountants, Coimbatore, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 60th Annual General Meeting held on 29th August, 2022 for a period of 5 consecutive years till the conclusion of the 65th Annual General Meeting to be held in the year 2027. b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules framed thereunder, the Company has appointed M/s. MDS & Associates LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit in Form No. MR-3 for the financial year 2023-24 is annexed as Annexure 3 to this report.

Further, the Secretarial Compliance Report for the year ended 31st March 2024 issued by the Practicing Company Secretary pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been filed with BSE Limited and the National Stock Exchange of India Limited. A copy of the same is available on the Company's website: www.superspinning.com

Pursuant to the provisions of Section 148(1) of the Act, read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the company has duly made and maintained the cost records as mandated by the Central Government.

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

As required under Regulation 33 (2) (a) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director of the Company have furnished necessary certificate to the Board on the Financial Statements presented.

The details pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 4 to this report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary.

The Corporate Governance Report is annexed to and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in Listing Regulations. A report of the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as required by Listing Regulations is annexed to this report and forms part of this report.

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report (Regulation 34 of the Listing Regulations), which forms part of this Report.

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaint Committee has been setup to redress complaints received regularly. There was no complaints received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31st March,2024 for redressal.

Equity shares of the Company was continued to be listed on National Stock Exchange of India Limited (NSE) and BSE Limited.

Your Directors wish to place on record their appreciation of the confidence reposed by the shareholders in the Company at all times. The Directors thank the Company's Bankers, Financial Institutions, Customers, Vendors, Investors, Suppliers and Business Associates for their unstinted support. The Board of Directors also wishes to place on record their appreciation for the contributions made by the employees towards the growth of the Company.