Directors Report of Supreme Power Equipment Ltd.

Mar 31, 2025

The Board of Directors have pleasure in presenting the 20th Board''s Report of the Company together with the Audited
financial statements (standalone and consolidated) for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS

The Company''s financial performance for the year ended 31^st March, 2025 is summarized below:

Particulars	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	14,479.83	10,717.96	14,871.70	11,345.58
Other Income	355.61	278.26	81.80	12.94
Total Income	14,835.44	10,996.22	14,953.50	11,358.52
Cost of Consumption	11410.33	8283.17	11175.56	8136.10
Other Direct Expenses	151.84	156.69	166.48	181.64
Employee Benefit Expenses	306.78	191.31	326.70	242.69
Finance Costs	198.49	187.10	254.25	320.49
Depreciation And Amortization Expenses	38.62	30.60	47.26	38.67
Other Expenses	333.46	362.15	378.24	465.38
Total Expenses	12,439.52	9,211.02	12,348.50	9,384.97
Profit/ (Loss) before Tax	2,395.92	1,785.21	2,605.00	1,973.55
Current Tax	524.68	382.49	700.06	541.04
Deferred Tax	11.20	2.41	12.11	3.43
Tax Adjustment for earlier years	-	0.11	-	(0.63
Profit/ Loss After Tax	1,860.04	1,400.20	1,892.84	1,429.7(

COMPANY PERFORMANCE OVERVIEW:

During the financial year 2024-25, revenue from operations on a standalone basis stood at Rs.144.80 crores as against Rs.
107.18 crores in the previous year 2023-24 registering a growth of 35.10 %. The total expenditure of the company was Rs.
124.39 Crores (on Standalone basis) as against Rs. 92.11 Crores in the previous year 2023-24, an increase of 35.05 %. Profit
before exceptional items and tax for the current year is Rs. 23.95 crores as against Rs. 17.85 crores in the previous year
2023-24 a growth of 34.17%. Profit after tax for the current year is Rs. 18.60 crores as against Rs. 14 crores in the previous
year 2023-24 a growth of 32.86%.

During the financial year 2024-25, revenue from operations on a consolidation basis was Rs.148.72 crores as against
Rs.113.46 crores in the previous year 2023-24 registering a growth of 31.08%. The total expenditure of the company was
Rs.123.48 Crores (on Consolidation basis) as against Rs. 93.84 Crores in the previous year 2023-24, an increase of 31.59 %.
Profit before exceptional items and tax for the current year is Rs.26.05 crores as against Rs. 19.73 crores in the previous
year 2023-24 a growth of 32.03 %. Profit after tax for the current year is Rs.18.92 crores as against Rs. 14.29 crores in the
previous year 2023-24 a growth of 32.40%.

BUSINESS OUTLOOK

The Company is mainly engaged in the business of
manufacturing, up-gradation, and refurbishment of
transformers ranging from Power Transformer, Generator
Transformer, Windmill Transformer, Distribution
Transformer, Isolation Transformer, Solar Transformer,
Energy Efficient Transformer, Converter and Rectifier
Transformer.

Considering the continued increase in expenditure on
infrastructure development along with the positive
trajectory of the overall economy, the Company anticipates
a significant expansion in its order book. This anticipated
growth is expected to strengthen the Company''s business
position and will be reflected in higher revenues as well as
improved profitability in the forthcoming periods.

A more detailed explanation of the business and the
performance of the Company has been provided in the
Management Discussion and Analysis Report, which is
forming part of the Annual Report

CHANGE IN THE NATURE BUSINESS OF COMPANY

During the year under review, there was no change in the
nature of the Company''s business.

LISTING OF THE COMPANY

The Shares of your Company are listed on Platform of
"Emerge Platform on National Stock Exchange". The annual
Listing Fees for the Year 2025-26 has been paid to the
exchange.

SHARE CAPITAL

As on 31^st March, 2025, the Company has authorized share
capital of Rs. 25,00,00,000 consisting of 2,50,00,000 Equity
Shares of Rs.10/- each.

As on 31^st March, 2025 the issued, subscribed and paid-up
capital of the Company is 24,99,11,350 Rupees comprising
of 2,49,91,135 shares of 10/- each.

Further it is hereby confirmed that, the Company has not:

i) issued any shares, warrants, debentures, bonds, or
any other convertible or non-convertible securities.

ii) issued equity shares with differential rights as to
dividend, voting or otherwise

iii) issued any sweat equity shares to its directors or
employees

iv) made any change in voting rights

v) reduced its share capital or bought back shares

vi) changed the capital structure resulting from
restructuring

vii) failed to implement any corporate action

The Company''s securities were not suspended for trading
during the year since its listing.

DIVIDEND

The Board considering the need to conserve capital to fund
the expansion activities as well as to augment working
capital requirements do not recommend any dividend for
the financial year ended 31^st March, 2025.

To bring transparency in the matter of declaration of
dividend and protect the interests of investors, the
company had adopted a Dividend Distribution Policy since
listing of its shares. The policy has been displayed on the
Company''s website at link https://www.supremepower.in/.

UNCLAIMED DIVIDEND

In the absence of any declaration of dividend in the past, the
Company does not have any unpaid/unclaimed dividend
coming under the purview of Section 124(5) of the Act to
be transferred to Investors Education and Protection Fund
("IEPF") of the Central Government.

TRANSFER TO RESERVES

During the year under review, the Company has not
proposed to transfer any amount to the reserves.

QUALITY ASSURANCE

Your Company is an ISO 9001:2015 company, in the area
Design, Manufacture, Services and Supply of Transformer.
Our company also has ISO 14001:2015 certificate in the
area of Design, Manufacture, Services and Supply of
Transformers. Also, the Company is ISO 45001:2018 in
the area of Design, Manufacture, Services and Supply of
Transformers. Supreme Power Equipment Limited has
its Quality Management System certified by TUV/QACS.
CPRI ("Central Power Research Institute") has type tested
our transformers upto 25MVA/110kV Voltage Class. Right
from manufacturing to distribution, we have consistently
delivered competitive edge in the form of robust,
foresighted, and quality products.

AWARDS, RECOGNITION AND CERTIFICATIONS

The company has obtained various certifications which
includes ISO Certificate 45001:2018, 14001:2015, 9001:2015
and BIS 6700052811 which stands testimony for the

highest standards of quality and safety maintained by the
Company in respect of its products.

The company has been awarded the Best Emerging
MSME- Listed Company on 12^th February, 2025 by
Chamber of Indian Micro Small & Medium Enterprises, this
recognition is a testament to our company''s commitment
to excellence and innovation in the MSME sector. It
highlights our dedication to quality, customer satisfaction,
and our strategic initiatives aimed at driving growth and
strengthening our market position.

MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of this report, which forms part of this report.

DEPOSITS

The Company has not accepted any deposits from public
falling within the ambit of section 73 and Section 76 of the
Act, read with the Companies (Acceptance of Deposits)
Rules, 2014. Hence, no disclosure is required under Rule
8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

BORROWINGS

As on 31^st March, 2025, an amount of Rs.1633.84 Lakhs
was outstanding towards borrowings, which comprises of
both secured and unsecured loans. The company has not
defaulted in payment of interest and/or repayment of loan
to any of the financial institutions and/or bank.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has
complied with the applicable provisions of the Secretarial
Standard-1 and Secretarial Standard-2 relating to
''Meetings of the Board of Directors'' and ''General Meetings'',
respectively issued by the Institute of Company Secretaries
of India (''ICSI'') and approved by the Central Government
under Section 118 (10) of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) & 134 (5) of the Companies Act,
2013, with respect to Directors'' Responsibility Statement it

is hereby confirmed thatâ

a) in the preparation of the annual accounts for the
financial year ended 31^st March, 2025, the applicable
accounting standards have been followed and there
are no material departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31^st March, 2025 and of the profit of
the Company for the year ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts for
the financial year ended 31^st March, 2025 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 are operating
effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER
SECTION 186 OF THE ACT

The Company has not given any Loans, made any
Investments, given any Guarantees and provided any
Securities during the Financial Year coming under the
purview of Section 186 of the Companies Act, 2013 during
the year under review except extension of Corporate
guarantee of up to Rs.14.70 Crore (Rupees Fourteen crore
seventy lakhs Only) to secure the Loan facility up to Rs.14.70
Crore (Rupees Fourteen crore seventy lakhs Only) availed
by M/s Danya Electric Company, a partnership firm wherein
the Company holds 90% share in the capital and that the
investment in the partnership firm viz., Danya Electric
Company, the details of investments are provided under
Note.13 and Note. 29 of the Notes to financial statements.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE ACT

All the transactions with related parties during the year
were on arm''s length basis and in the ordinary course

of the business. Related party transactions entered into by the Company during the year were approved by the audit
committee and the Board from time to time and are disclosed in the notes to accounts of the financial statements forming
part of this Annual Report. The Company has also obtained approval of the shareholders for related party transactions
which are material in nature irrespective of the fact that they are on arm''s length basis and in the ordinary course of the
business. The details of materially significant related party transactions entered into by the Company are disclosed in
Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure -1 to this report.

All transactions with related parties are in accordance with the RPT Policy. The policy on materiality of related party
transactions and dealing with related party transactions ("RPT Policy") formulated by the Board can be accessed at https://
www.supremepower.in

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31^st March, 2025
is available on the Company''s website and can be accessed at https://www.supremepower.in/

DIRECTORS OR KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31^st March, 2025, the Board of Directors comprised of 5 Directors which includes 2 Independent Directors
(including 1 women Independent Director), 1 Non-Executive Director and 2 Executive Directors which includes
Managing Director.

Brief profile of Directors is available at Company''s website at https://www.supremepower.in/. The composition of the
consists of a combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising
of Independent Directors.

During the year there is no change in constitution of board of directors.

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2024-25, the Company held 8 (Eight) board meetings of the Board of Directors as per
Section 173 of Companies Act, 2013, viz 20th May, 2024, 13^th August, 2024, 04^th September, 2024, 25^th October, 2024,
30^th October, 2024, 29^th November, 2024, 23^rd January, 2025 and 28^th March, 2025, the provisions of Companies Act,
2013 were adhered to while considering the time gap between two meetings.

The composition of the board and the details of meetings attended by its members during the financial year 2024Â¬
2025 are given below:

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Vee Rajmohan	Chairman & Managing Director	8	8
2	Mr. Vishwambran Nair Pradeep Kumar	Whole Time Director	8	8
3	Mr. Devaraja Iyer Krishna Iyer	Non-Executive Non-IndepenÂ¬ dent Director	8	8
4	Mrs. Saimathy Soupramanien	Independent Director	8	8
5	Mr. Perumal Ravikumar	Independent Director	8	8

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board
in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities.
The requisite strategic and material information is made available to the Board to ensure transparent decision
making by the Board

Adequate notice is given to all directors for the meetings of the Board and Committees. Except where consent of
directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting by the directors.

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the
Company other than payment of the sitting fees for attending meetings.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration
Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance
evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders,
to the Board for their approval.

C. RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Mr. Vishwambran Nair Pradeep Kumar (DIN: 10218276)
Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the
recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment. Details
of the Directors retiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to
the notice of the ensuing AGM.

The following are Board of Directors/KMPs of the Company during the year under review as on 31^st March, 2025:

Name	DIN/PAN	Designation
Mr. Vee Rajmohan	00844400	Chairman & Managing Director
Mr. Vishwambran Nair Pradeep Kumar	10218276	Whole-time director
Mr. Devaraja Iyer Krishna Iyer	09290465	Non-Executive Non-Independent Director
Mrs. Saimathy Soupramanien	07657046	Non-executive Independent Director
Mr. Perumal Ravikumar	09683689	Non-executive Independent Director
Mr. Thulasiraman Boologa Nathan	ADFPN2937F	CFO
Ms. Priyanka Bansal	BWIPB9839H	Company Secretary & Compliance Officer

The Board of Directors of the company are of the opinion that all the Independent Directors of the company
appointed / re-appointed had possess impeccable integrity, relevant expertise and experience required to best serve
the interests of the company.

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND STATUTORY AUDITORS'' REPORT

During the year under review, pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s.
P P N and Company, Chartered Accountants, (FRN: 013623S) were appointed as Statutory Auditors of the Company
for a term of five consecutive years, to hold office from the conclusion of the Eighteenth (18th) Annual General
meeting held on September 29, 2023 until the conclusion of Twenty-third (23^rd) AGM of the Company to be held in
the calendar year 2028. The Auditors have also confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review
Board of the ICAI.

M/s. P P N and Company, Chartered Accountants, have submitted their Report on the Financial Statements of the
Company for the FY 2024-25, which forms part of the Annual Report 2024- 25. There are no observations (including

any qualification, reservation, adverse remark or
disclaimer) of the Auditors in the Audit Reports issued
by them which call for any explanation/comment from
the Board of Directors.

Statutory Auditors of the Company have not reported
any fraud as specified under Section 143(12) of the
companies act 2013, in the year under review.

B. COST AUDITOR, COST RECORDS AND COST AUDIT /
COMPLIANCE

The Company has made and maintained cost accounts
and records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013.

For the financial year 2024-25, M/s N. Sivashankaran
& Co., Cost Accountant, Chennai, Membership No-
26818, Firm Registration No: 100662, have conducted
the audit of the cost records of the Company.

In accordance with the provisions of Section 148 (6) of
Companies Act 2013 and rule 6(6) of the Companies
(Cost records and audit) Rules, 2014, and on the
recommendation of the Audit Committee, the Board
has appointed M/s N. Sivashankaran & Co., Cost
Accountants, Chennai, Membership No-26818, Firm
Registration No: 100662, as the Cost Auditors of the
Company to conduct the audit of the cost records of
the Company for the financial year 2025-2026.

C. SECRETARIAL AUDITOR AND SECRETARIAL
AUDITORS'' REPORT

M/s. SKD & Associates, Company Secretaries, (Firm
Regn. No. S2023TN958600) were appointed as
Secretarial Auditors of the Company for the financial
year ended on 31^st March, 2025. The secretarial
audit report does not contain any qualification
or reservation or observation or adverse remark
and the same is self-explanatory and is annexed
as Annexure III forming part of this report.

The Board of Directors of the Company, based on
the recommendation made by the Audit Committee,
and subject to the approval of the shareholders of
the Company at the ensuing AGM, have approved
the appointment of M/s. SKD & Associates, as the
Secretarial Auditors of the Company to conduct the
secretarial audit for a period of five consecutive years
from the financial year 2025-26 to the financial year
2029-30, in terms of provisions of Regulation 24A of
the Listing Regulations and provisions of Section 204(1)
of the Companies Act, 2013. M/s. SKD & Associates has
given consent and confirmed that he is not disqualified
from being appointed as the Secretarial Auditor of
the Company and satisfies the eligibility criteria. The
profile of the Secretarial Auditor is provided as part
of the explanatory statement to the AGM Notice.

The Secretarial Audit report submitted by them for
the financial year 2024-25 in the prescribed form MR3
pursuant to the provisions of Section 204 of the Act
received from M/s. SKD & Associates is provided in
Annexure III forming part of this report. The Secretarial
Auditors'' Report for the Financial year 2024- 25 does
not contain any qualification, reservation or adverse
remarks and the same is self-explanatory.

D. INTERNAL AUDITOR

As per section 138 of The Companies Act 2013 read
with Rule 13 of Companies (Accounts) Rules, 2014,
the company has Appointed M/s Jeevan & Associates,
Chartered Accountant, as Internal Auditor to conduct
Internal Audit for the Financial Year 2025-2026. The
Internal Audit reports are periodically reviewed by the
Audit Committee.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial 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 Act, including rules made there under.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control
system to synchronise its business processes, operations,
financial reporting, fraud control, and compliance with
extant regulatory guidelines and compliance parameters.
The Company ensures that a standard and effective internal
control framework operates throughout the organization,
providing assurance about the safekeeping of the assets
and the execution of transactions as per the authorization
in compliance with the internal control policies of the
Company.

The internal control system is supplemented by extensive
internal audits, regular reviews by the management, and
guidelines that ensure the reliability of financial and all
other records. The management periodically reviews the
framework, efficacy, and operating effectiveness of the
Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by
the Audit Committee. The Company has, in material
respects, adequate internal financial control over financial
reporting, and such controls are operating effectively.
Internal Audits are carried out to review the adequacy of
the internal control systems and compliance with policies
and procedures. Internal Audit areas are planned based on
inherent risk assessment, risk score, and other factors such
as probability, impact, significance, and strength of the
control environment. Its adequacy was assessed, and the
operating effectiveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION,
AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment at workplace.

The following is a summary of sexual harassment
complaints received and disposed off during the year
2024-2025.

Number of complaints filed during the financial year	0
Number of complaints disposed of during the	0
financial year
Number of cases pending for more than ninety days	0
during the financial year
Number of complaints pending as at the end of the	0
financial year

DISCLOSURE WITH RESPECT TO THE COMPLIANCE
OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT, 1961

The Company has complied with the applicable provisions
of the Maternity Benefit Act, 1961, including the grant
of maternity leave, work-from-home options where
applicable, and provision of creche facilities as required.
The Company remains committed to ensuring a safe and
supportive work environment for its women employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERNS STATUS AND COMPANY''S
OPERATIONS IN FUTURE

The Company has not received any significant or material
orders passed by any regulatory authority, court or
tribunal which shall impact the going concern status and
Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),
is presented in a separate section, forming part of the
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013
read with the Rules made thereunder, the Company has
formed Corporate Social Responsibility ("CSR") Committee.
The Company has framed a Corporate Social Responsibility
(CSR) Policy as required under Section 135 of the
Companies Act, 2013 read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, to
oversee the CSR activities initiated by the Company. The
CSR Committee has adopted a CSR Policy in accordance
with the provisions of Section 135 of the Companies Act,
2013 and rules made thereunder. The details of the CSR
initiatives undertaken by the Company during the FY 2024Â¬
25 in the prescribed format are annexed as Annexure- IV.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the
Companies Act, 2013 and Regulation 17(9) & 21 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has constituted the Risk
Management Committee and laid down a framework
to inform the Board about the particulars of Risks
Identification, Assessment and Minimization Procedures.
In the opinion of the Board, there is no such risk, which
may threaten the existence of the Company.

During the year, such controls were tested and no material
discrepancy or weakness in the Company''s internal
controls over financial reporting was observed.

Proper Risk Management Practices have been followed for
the purpose of risk identification, analysis, and mitigation
planning, monitoring, and reporting. Although, all risks
cannot be eliminated, but mitigation and contingency
plans are developed to lessen their impact if they occur.

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

The information pertaining to conservation of energy,
technology absorption, Foreign exchange Earnings
and outgo as required under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 are provided in ANNEXURE V to
this Report.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Board, based on the recommendation of the
Nomination and Remuneration Committee, has framed a
policy for the selection and appointment of Directors and
Senior Management Personnel and their remuneration.
The Company''s policy relating to the Directors appointment,
payment of remuneration and discharge of their duties is
available on the website of the Company at https://www.
supremepower.in/.

MANAGERIAL REMUNERATION, EMPLOYEE

INFORMATION AND RELATED DISCLOSURES

Employee relations continued to be cordial during the year
under review. The Company continued its thrust on Human
Resources Development

The remuneration paid to Directors, Key Managerial
Personnel, and Senior Management Personnel during
FY 2024-25 was in accordance with the NRC Policy of the
Company. Disclosures required under the provisions
of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to the remuneration and
other details as required are annexed to this Report as
ANNEXURE- VI.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE

As on 31^st March, 2025, the company does not have any
subsidiary company. However, it is majority partner in one
partnership firm viz., M/s. Danya Electric Company - Firm
bearing Registration No. FR/ CHENNAI SOUTH/930/1983,
originally constituted vide Deed dated 18th November,
1983.There has been no material change in the nature of
the business of the said firm. The consolidated financial
statement has been prepared in accordance with the
relevant accounting standards and a separate statement
containing the salient features of the financial statement
of its subsidiary pursuant to provision of Section 129(3) of
the Companies Act, 2013 read with rule 5 of the Companies
(Accounts) Rules 2014, in form AOC-1 is attached along with
the financial statement of the company as Annexure-II.

Danya Electric Company - Firm is engaged in the business
manufacture transformers, repairs and recondition of
the same, in the same line as its Parent Entity. For the
year ended 31^st March, 2025, the Firm has earned a total
income of Rs. 28,56,38,215/- as against Rs. 31,35,05,190/- in
the previous year and has made Profit after Tax of the Rs.
3,28,02,922/- as against Rs. 2,94,95,000/-. in the previous
year. A summary of the financial performance of the said
firm is provided below:

The financial and other details of the said Subsidiary for the Year ended 31^st March, 2025 and 31^st March, 2024 are as under

Particulars	Financial year 2024-25 (Rs. In Lacs.)	Financial year 2023-24 (Rs. In Lacs.)	Financial year 2024-25 % of Contribution to the Overall Performance of consolidated entity	Financial year 2023-24 % of Contribution to the Overall Performance of consolidated entity
Revenue From operation(gross)	2,834.96	3134.92	19.06%	27.63%
Other Income	21.42	0.13	26.19%	1%
Total Revenue	2,856.38	3135.05	45.25%	27.60%
Total Expenditure	2,343.42	2673.19	19.05%	28.60%
Depreciation and amortizations	8.65	8.07	18.30%	20.87%
Profit/(Loss) before Tax	504.31	453.79	19.36%	22.99%
Current Tax	175.38	159.29	25.05%	29.48%
Deferred Tax	0 .90	1.02	7.43%	29.74%
Profit/(Loss) after Tax	328.03	294.95	17.33%	20.63%

Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosures Requirements), Regulation, 2015:

As on 31^st March, 2025, the company has five Board level
committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Risk Management Committee

E) Corporate Social Responsibility Committee

The composition of various Committees of the Board of
Directors is available on the website of the Company. The
Board is responsible for constituting, assigning, co-opting
and fixing the terms of reference of various committees.
Details on the role and composition of these committees,
including the number of meetings held during the financial
year and the related attendance are provided below.

A. AUDIT COMMITTEE

The Audit Committee of the Company consists of 2
Independent Directors and 1 Executive Director.
The Chairman of the Audit Committee is financially
literate and majority of them having accounting or
related financial management experience. Company
Secretary acts as Secretary to the Committee

During the Financial Year 2024-25, the Company held
05 (Five) Audit Committee meetings on 20^th May, 2024,
13^th August, 2024, 25^th October, 2024, 23^rd January,
2025 and 28^th March, 2025.

RECEIPT OF REMUNERATION OR COMMISSION BY
THE MANAGING / WHOLE TIME DIRECTOR FROM ITS
HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding or Subsidiaries
Company as on 31^st March, 2025. Hence reporting under
this clause is not applicable

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

The Business Responsibility and Sustainability Report
pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company for the financial year ended on
31^st March, 2025.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the
SME platform (NSE-emerge) of NSE Limited. Pursuant to
Regulation 15(2) SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 the compliance with
the Corporate Governance provision as specified in
Regulation 17 to 27 and clause (b) to (i) of sub regulations
(2) of regulation 46 and par as C, D and E of Schedule V
of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 shall not apply. The Company voluntarily
adopted various practices of governance conforming to
highest ethical and responsible standards of business
and is committed to focus on long term value creation
for its shareholders. The Corporate Governance practices
followed by the Company is included as part of this Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted
the following committees in terms of the provisions of the

The following Directors are the members of Audit Committee and the details of meetings attended by its members during
the financial year 2024-25 are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Ms. Saimathy Soupramanien (DIN: 07657046)	Chairman	5	5
2	Mr. Perumal Ravikumar (DIN: 09683689)	Member	5	5
3	Mr. Vee Rajmohan (DIN: 00844400)	Member	5	5

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The
Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in
consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and
is available on the website of the Company at https://www.supremepower.in/

B. NOMINATION AND REMUNERATION COMMITTEE

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy
recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the
Company. Policy is disclosed on the website of the Company viz. https://www.supremepower.in/

During the Financial Year 2024-25, the Company held 01 (One) Nomination and Remuneration Committee meetings
on 13^th August, 2024.

The following Directors are the members of nomination and Remuneration Committee and the details of meetings
attended by its members are given below:

S	DIRECTOR	Designation	NO. OF	NO. OF
NO		in the	MEETING	MEETING
		Committee	ENTITLED	ATTENDED
1	Mr. Perumal Ravikumar (DIN: 09683689)	Chairman	1	1
2	Ms. Saimathy Soupramanien (DIN: 07657046)	Member	1	1
3	Mr. Devaraj Iyer Krishna Iyer (DIN: 09290465)	Member	1	1

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee
are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing
Regulations and is available on the website of the Company at https://www.supremepower.in/.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The following Committee of Directors looks after the Investor Grievances. During the Financial Year 2024-25, the
Company held 01 (one) Stakeholders'' Relationship Committee meetings on 28^th March, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Perumal Ravikumar (DIN: 09683689)	Chairman	1	1
2	Ms. Saimathy Soupramanien (DIN: 07657046)	Member	1	1
3	Mr. Devaraj Iyer Krishna Iyer (DIN: 09290465)	Member	1	1

D. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board
in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic
and external environmental risks. During the Financial Year 2024-25, the Company held 02 (Two) Risk Management
Committee meetings, viz 13^th August, 2024, and 23^rd January, 2025.

The following Directors are the members of Risk Management Committee and the details of meeting attended by its
members are given below:

SNO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Vee Rajmohan (DIN: 00844400)	Chairman	2	2
2	Ms. Saimathy Soupramanien (DIN: 07657046)	Member	2	2
3	Mr. Perumal Ravikumar (DIN: 09683689)	Member	2	2

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is
available on the website of the Company at https://www.supremepower.in.

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, in terms of Section 135
of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9
of the Companies (Accounts) Rules 2014. During the Financial Year 2024-25, the Company held 02 (Two) Corporate
Social Responsibility Committee meeting on viz 20^th May, 2024, and 13^th August, 2024.

The following Directors are the members of Corporate Social Responsibility Committee and the details of meeting
attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Vee Rajmohan (DIN: 00844400)	Chairman	2	2
2	Ms. Saimathy Soupramanien (DIN: 07657046)	Member	2	2
3	Mr. Perumal Ravikumar (DIN: 09683689)	Member	2	2

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the
Company is available on the website of the Company at https://www.supremepower.in.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6)
read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external influence. The board of directors
have taken on record the declaration and confirmation submitted by the independent directors after undertaking due
assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the
Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying
them in their appointment letter along with necessary documents, reports and internal policies to enable them to
familiarise with the Company''s procedures and practices. The Company endeavors, through presentations at regular
intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and
can be accessed at https://www.supremepower.in/

TERMS AND CONDITIONS OF APPOINTMENT OF
INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent
Directors have been disclosed on the website of the
Company https://www.supremepower.in/.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately
on 23^rd January, 2025 without the presence of NonÂ¬
Independent Directors and members of Management.
In accordance with the provisions under Section 149 and
Schedule-IV of the Act, following matters were, inter alia,
reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the
Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking
into consideration the views of Executive and NonÂ¬
Executive Directors;

iii) Assessment of the quality, quantity and timeliness of
flow of information between the Company Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING
INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the
Listing Regulations, the Board, in consultation with
its Nomination and Remuneration Committee, has
formulated a framework containing, inter-alia, the criteria
for performance evaluation of the entire Board of the
Company, its Committees and individual directors, including
Independent Directors. The framework is monitored,
reviewed and updated by the Board, in consultation with
the Nomination and Remuneration Committee, based on
need and new compliance requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

reprisal for appropriate action. Under the vigil mechanism,
all directors, employees, business associates have direct
access to the Chairman of the Audit committee. The
whistle blower policy can be accessed at https://www.
supremepower.in

CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance
with SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Company has in place the following: -

1. Code of Conduct for Prevention of Insider Trading and
Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of "legitimate purposes"
forms part of this Code.

3. Policy and procedures for inquiry in case of leak of
UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention
of Insider Trading which includes maintenance of structural
digital data base (SDD) are being managed through a
software installed by the Company in-house including
maintenance structural digital data base (SDD). This code
lays down guidelines advising the designated employees
and other connected persons, on procedures to be
followed and disclosures to be made by them while dealing
with the shares of the company, and while handling any
unpublished price sensitive information.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must
for every employee including Board members and senior
management personnel of the company. The duties of
Directors including duties as an Independent Director
as laid down in the Act also forms part of the Code of
Conduct. The Code of Conduct is available on the website
of the Company https://www.supremepower.in. All Board
members and senior management personnel affirm
compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance
and has consistently maintained its organizational
culture as a remarkable confluence of high standards
of professionalism and building shareholder equity with
principles of fairness, integrity and ethics. The Board of
Directors of the Company have from time to time framed
and approved various Policies as required by the Companies
Act, 2013 read with the Rules issued thereunder and the
Listing Regulations. These Policies and Codes are reviewed

by the Board and are updated, if required. The aforesaid
policies can be accessed at https://www.supremepower.in.

REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing of its shares on the Stock
Exchange, the Company appointed Purva Share Registry
(India) Private Limited as its RTA. Details of the RTA are
given below.

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079

No 9, Shiv Shakti Industrial Estate, Mumbai - 400011,
Maharashtra, India

Tel: 91 022 2301 8261 , Fax No: 91 022 2301 2517
E-mail: [email protected] ,

Website: www.purvashare.com

DEMATERIALISATION OF SHARES

During the year under review, the Company has entered
into tripartite agreements for dematerialization of equity
shares with the Purva Share Registry (I) Private Limited,
National Securities Depository Limited and Central
Depository Services (India) Limited. As on 31^st March,
2025, the shares of the Company held in demat form
represents 100% of the total issued and paid-up capital of
the Company.

The Company ISIN No. is INE0QHG01026.

POSTAL BALLOT

During the year under review, no resolution was passed
through postal ballot.

PENALTIES

There were no penalties, strictures imposed on the
company by stock exchange(s) or SEBI or any statutory
authority, on any matter related to capital markets, during
the year.

SCORES

SEBI processes investor complaints in a centralized web-
based complaints redressal system i.e. SCORES. Through
this system a shareholder can lodge complaint against
a company for his grievance. The company uploads the
action taken on the complaint which can be viewed by the
shareholder. The company and shareholder can seek and
provide clarifications online through SEBI.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/
CIR/2023/145 dated 31^st July, 2023, on "Online Resolution of
Disputes in the Indian Securities Market" a common Online
Dispute Resolution Portal ("ODR Portal") which harnesses
online conciliation and online arbitration for resolution of
disputes arising in the Indian Securities Market.

SMART ODR Portal (Securities Market Approach for
Resolution through ODR Portal) can be accessed via the
following link - https://smartodr.in/login

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange
Board of India (Depositories Participants) Regulations,
2018 a Company Secretary in Practice carries out audit
of Reconciliation of Share Capital on quarterly basis to
reconcile the total admitted equity share capital with the
National Securities Depository Limited (NSDL) and the
Central Depository Services (India) Limited (CDSL) and
the total issued and listed equity share capital. The audit
report confirms that the total issued/paid-up capital is in
agreement with the total number of shares in physical form
and the total number of dematerialized shares held with
NSDL and CDSL. The said report, duly signed by practicing
company secretary is submitted to stock exchanges where
the securities of the company are listed within 30 days
of the end of each quarter and this Report is also placed
before the Board of Directors of the company.

CREDIT RATING

In the absence of issue of any debt securities, the Company
has not obtained any credit rating with respect to any debt
securities. Further, CRISIL has assigned a long-term rating
of BBB-/ Stable and short-term rating of CRISIL A3 for the
credit facilities availed by the Company from Banks.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no
proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the Financial Year and hence not being
commented upon.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been
no incident of one-time settlement for loan taken from
the banks of financial institutions and hence not being
commented upon

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS
BINDING LISTED ENTITIES

As per the information available with the Company, there
are no agreements entered into by the shareholders,
Promoters, Promoters Group entities, Related Parties,
Directors, Key Managerial Personnel, Employees of the
Company, its subsidiaries and associates companies which
are binding the Company in terms of clause 5A of Para A of
Part A of Schedule III of the Listing Regulations.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative
and going beyond it to create new green initiations, an
electronic copy of the Notice of the 19th Annual General
Meeting of the Company along with a copy of the Annual
Report is being sent to all Members whose email addresses
are registered with the Company/ Depository Participant(s)
and will is also available at the Company''s website at https://
www.supremepower.in.

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to
the date of this report, there were no complaints received
from the investors. The designated email id for Investor
complaint is [email protected].

For and on behalf of the Board of Directors of
SUPREME POWER EQUIPMENT LIMITED

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

Ms. Priyanka Bansal,

Company Secretary & Compliance Officer

Registered office : 55, SIDCO Industrial Estates,

Thirumazhisai Thirumushi, Tiruvallur, Poonamallee, Tamil
Nadu, India, 600124,

Contact No. 91 44 26811221;

E-mail: [email protected].

BUSINESS LOCATIONS

As on 31^st March, 2025, the company has its place of
business (Factory Unit) in the following location;

THIRUVALLUR, CHENNAI,
TAMILNADU

No.55, SIDCO Industrial
Estate, Thirumazhisai,
Thiruvallur Chennai Tamil
Nadu-600124.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere
appreciation for the assistance and co-operation received
from the government and regulatory authorities, stock
exchange, financial institutions, banks, business associates,
customers, vendors, members, for their co-operation and
support and looks forward to their continued support in
future. The Board of Directors wish to place on record its
deep sense of appreciation for the committed services by
all the employees of the Company.

Vee Rajmohan Vishwambran Nair Pradeep Kumar

Managing Director Whole Time Director

(DIN:00844400) (DIN: 10218276)

Place : Chennai
Date: 22^nd May, 2025

Mar 31, 2024

The Board of Directors have pleasure in presenting the 19th Board''s Report of the Company together with the Audited financial statements (standalone and consolidated) for the financial year ended 31st March, 2024.

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS

The Company''s financial performance for the year ended 31st March 2024 is summarized below:				(Amount T In Lakhs)
Particulars	STANDALONE		CONSOLIDATED
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	10,717.96	7553.03	11,345.58	9975.94
Other Income	278.26	237.10	12.94	14.91
Total Revenue	10,996.22	7,790.13	11,358.52	9990.85
Cost of Consumption	8283.16	5,802.44	8136.10	7,605.31
Other Direct Expenses	156.69	114.92	181.64	134.55
Employee Benefit Expenses	191.31	100.14	242.69	148.32
Finance Costs	187.10	162.49	320.49	267.39
Depreciation And Amortization Expenses	30.60	23.45	38.67	31.47
Other Expenses	362.15	218.97	465.38	272.11
Total Expenses	9,211.01	6,422.41	9,384.97	8,459.15
Profit/ (Loss) before Tax	1,785.21	1,367.72	1,973.55	1,531.70
Current Tax	382.49	284.28	541.04	421.49
Deferred Tax	2.41	1.14	3.43	2.34
Tax Adjustment for earlier years	0.11	-	(0.63)	-
Profit/ Loss After Tax	1,400.20	1,082.29	1,429.70	1,107.88

COMPANY PERFORMANCE OVERVIEW:

During the financial year 2023-24, revenue from operations on a standalone basis ''109.96 crores as against ''77.90 crores in the previous year 2022-23 a growth of 41.16 %. The total expenditure of the company was ''92.11 Crores (on Standalone basis) as against ''64.22 Crores in the previous year 2022-23, an increase of 43.43 %. Profit before exceptional items and tax for the current year is '' 17.85 crores as against ''13.68 crores in the previous year 2022-23 a growth of 30.48 %. Profit after tax for the current year is ''14 crores as against ''10.82 crores in the previous year 2022-23 a growth of 29.39%. The Net Profit/ for the year under review amounted to ''14.00 crores as compared to '' 10.82 crores in the previous year which is 29.39 % increase in Net Profit.

During the financial year 2023-24, revenue from operations on a consolidation basis ''113.58 crores as against ''99.90 crores in the previous year 2022-23 a growth of 13.69 %. The total expenditure of the company was ''93.84 Crores (on Consolidation basis) as against ''.84.59 Crores in the previous year 2022-23, an increase of 10.94 %. Profit before exceptional items and tax for the current year is ''19.73 crores as against ''15.31 crores in the previous year 2022-23 a growth of 28.87 %. Profit after tax for the current year is ''14.29 crores as against ''11.07 crores in the previous year 2022-23 a growth of 29.09%. The Net Profit/ for the year under review amounted to ''14.29 crores as compared to''11.07 crores in the previous year which is 29.09 % increase in Net Profit.

BUSINESS OUTLOOK

The Company is currently engaged in the areas of manufacturing, up-gradation, and refurbishment of transformers ranging from Power Transformer, Generator Transformer, Windmill Transformer, Distribution Transformer, Isolation Transformer, Solar Transformer, Energy Efficient Transformer, Converter and Rectifier Transformer.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.

CHANGE IN STATUS OF THE COMPANY

The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on August 31, 2023 and consequently, the name of our Company was changed to "Supreme Power Equipment Limited" and a Fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company was issued by Registrar of Companies, Chennai dated September 18, 2023 with Corporate Identification Number U31200TN2005PLC056666.

ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year, there were no change in the object clause(s) of Memorandum of Association (MoA). However, there was change in the Capital clause consequent to the increase in Authorised capital and sub-division of face value of equity shares from ''100/- to ''10/-

The Articles of Association (AoA) of the Company has been substituted with the new set of Articles consequent to the conversion of status of the company from Private Limited to Public Limited Company. The members have approved the above changes at their Extra-ordinary General Meeting held on August 31, 2023.

CHANGE IN THE NATURE BUSINESS

During the year under review, there was no change in the nature of the Company''s business.

SHARE CAPITAL

During the year, the share capital of the Company has undergone the following changes: -

a) Authorized share capital was increased from ''5,00,00,000 divided into 50,00,000 Equity Shares of ''100/- each to ''25,00,00,000 divided into 25,00,000 Equity Shares of ''100/-each which was approved by the Shareholders at the Extra Ordinary General Meeting held on July 13, 2023.The issued and paid up capital at the commencement of the financial year was ''3,95,80,300/- comprising of 3,95,803 Equity Shares of ''100/- each.

b) Consequent to the sub-division of face value of equity shares from ''100/- to ''10/- the authorized capital of the company became ''25,00,00,000/- divided into 2,50,00,000 Equity Shares of ''10/- each and issued and paid up capital became ''3,95,80,300/-comprising of 39,58,030 Equity Shares of ''10/- each.

Considering the increased expenditure in infrastructure development and overall growth in the economy, the company expects substantial increase in its order book which will reflect in both revenue and profits going forward.

A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report is presented in a separate section

DIVIDEND:

The Company is in the growth phase and is in the process of expanding its business activities. Considering the increased fund requirements for the expansion activities and to augment working capital requirements, your directors do not recommend any dividend for the financial year ended March 31, 2024.

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Company''s website at link https://www. supremepower.in/.

TRANSFER TO RESERVES

During the year the company has not transferred any amount to the General Reserves as against T1,400.00 lakhs transferred in the previous year. No amount is proposed to be transferred to reserves during the year under review.

QUALITY ASSURANCE

Your Company is an ISO 9001:2015 company, in the area of Design, Manufacture, Services and Supply of Transformer. Our company also has ISO 14001:2015 certificate in the area of Design, Manufacture, Services and Supply of Transformers. Also, the Company is ISO 45001:2018 in the area of Design, Manufacture, Services and Supply of Transformers. The company has its Quality Management System certified by TUV/QACS. CPRI ("Central Power Research Institute") has type tested our transformers upto 25MVA/110kV Voltage Class. Right from manufacturing to distribution, we have consistently delivered competitive edge in the form of robust, foresighted, and quality products.

AWARDS, RECOGNITION AND CERTIFICATIONS

The company has obtained various certifications which includes ISO Certificate 45001:2018, 14001:2015, 9001:2015 and BIS 6700052811 which stands testimony for the highest standards of quality and safety maintained by the Company in respect of its products.

UNCLAIMED DIVIDEND

In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund ("IEPF") of the Central Government.

c) The company has issued 1,38,53,105 Equity Shares of ''10/- each as bonus shares to the existing shareholders. Consequent to the bonus issue of shares, the issued and paid up capital became ''17,81,11,350/- comprising of 1,78,11,135 equity shares of ''10/- each.

d) The company has issued 71,80,000 Equity Shares of ''10/- each at a price of ''65/- per share (including a share premium of ''55/- per equity share under its maiden IPO. Consequent to successful completion of IPO, the paid up capital of the company became ''24,99,11,350/- comprising of 2,49,91,135 equity shares of ''10/- each.

Apart from the above-mentioned changes, there were no changes in the Authorised, issued, subscribed, and paid-up share capital of the Company during the year. Further it is hereby confirmed that, the Company has not:

i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities.

ii) issued equity shares with differential rights as to dividend, voting or otherwise

iii) issued any sweat equity shares to its directors or employees

iv) made any change in voting rights

v) reduced its share capital or bought back shares

vi) changed the capital structure resulting from restructuring

vii) failed to implement any corporate action

The Company''s securities were not suspended for trading during the year since its listing.

INITIAL PUBLIC OFFER (IPO)

During the year under review, the Company successfully completed its maiden IPO involving fresh issue of 71,80,000 Equity Shares of ''10/- each at a price of ''65/- per share (including a share premium of ''55/- per equity share), which received an overwhelming response from the investors. This achievement demonstrates success and credibility of our business model and strategies.

UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised an amount of ''46.67 Crore through its Initial Public Offer (IPO) during December 2023. Consequent to this, the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. As on date of this report there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated December 27, 2023

PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

BORROWINGS

As on March 31, 2024, an amount of Rs.590.93 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively issued by the Institute of Company Secretaries of India (''ICSI'') and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2023-24.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have 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 are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year coming under the purview of Section 186 of the Companies Act, 2013 except that the investment in the partnership firm viz., Danya Electric Company, the details of investments are provided under Note.13 of the Notes to financial statements.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

All the transactions with related parties were in the ordinary course of the business and on the arm''s length basis and are reported in the Notes to Financial Statements. The related party transactions entered into by the company during the year under review have been approved by both Audit Committee and the Board. The details of materially significant related party transactions entered into by the Company are disclosed in Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure -1 to this report.

Further approval is being sought from the members for approval of related party transactions involving Danya Electric Company and Jai Bharat Exchangers as per the details provided in the Notice of convening Annual General Meeting seeking approval of the members. You may also refer to Related Party transactions in Note No. 23 of the Standalone Financial Statements for more details.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available

on the Company''s website and can be accessed at https://www. supremepower.in/

DIRECTORS OR KEY MANAGERIAL PERSONNEL:A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31st March 2024, the Board of Directors comprised of 5 Directors which includes 2 Independent Directors (including 1 women Independent Director), 1 Non-Executive Director and 2 Executive Directors which includes Managing Director.

Brief profile of Directors is available at Company''s website at https://www.supremepower.in/. The composition of the consists of a combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising of Independent Directors.

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2023-24, the Company held 24 (Twenty-Four) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 26th May, 2023, 14th June, 2023, 17th June, 2023, 24th June, 2023, 29th June, 2023, 28th July, 2023, 01st August, 2023, 10th August, 2023, 04th September, 2023, 30th September, 2023, 03rd October 2023, 05th October, 2023, 16th October, 2023, 25th October, 2023, 01st November, 2023, 02nd November, 2023, 06th December, 2023, 13th December, 2023, 16th December, 2023, 20th December, 2023, 27th December, 2023 (two meetings), 18th January, 2024 and 12th February, 2024., The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The Company did not have any pecuniary relationship or transactions with the Non-Executive Independent Directors of the Company other than payment of the sitting fees for attending meetings. During FY 2023-24, the Company did not advance any loan to any of its Directors. Further, no loans and advances in the nature of loans to firms/companies in which directors are interested was given by the Company and its Associates/JV.

The Non-Executive Independent Directors are entitled for sitting fees for attending meetings of the board/ committees thereof. The Company pays sitting fees of Rs.20,000/- per meeting to its Non-Executive Independent Directors who are not forming part of promoter/promoter group for attending the meetings of Board and Committees.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

C. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Devaraja Iyer Krishna Iyer (DIN: 09290465) Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment. Details of the Directors retiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

The following are the changes in the Board of Directors/KMPs

* Mrs. Sudhakaranpillai Savitapradeep, Director resigned from the Board w. e. f 15.09.2023

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board

The composition of the board and the details of meetings attended by its members during the financial year 2023-2024 are given below:
S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Vee Rajmohan	Chairman & Managing Director	24	24
2	Mr. Vishwambran Nair Pradeep Kumar	Whole Time Director	20	20
3	Mr. Devaraja Iyer Krishna Iyer	Non-Executive Non-Independent Director	17	17
4	Mrs. Saimathy Soupramanien	Independent Director	17	17
5	Mr. Perumal Ravikumar	Independent Director	17	17
6.	Mrs. Sudhakaranpillai Savitapradeep	Director	9	9

The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.

AUDITORS AND AUDITORS'' REPORTA. STATUTORY AUDITORS AND THEIR REPORT

During the year under review, pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. P P N and Company, Chartered Accountants, (FRN: 013623S) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the Eighteenth (18th) Annual General meeting held on September 29, 2023 until the conclusion of Twenty-third (23rd) AGM of the Company to be held in the calendar year 2028. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

of the Company during the year under review:
Name	DIN/PAN	Particulars	Effective Date/ Appointment/ Resignation
Mrs. Savita Pradeep	00844425	Resigned	15/09/2023
Mr. Vishwambran Nair Pradeep Kumar	10218276	Appointed as Additional Director	29/06/2023
		Change of Designation as Whole-time director	31/08/2023
Mr. Vee Rajmohan	00844400	Re-appointed as Chairman & Managing Director	31/08/2023
Mr. Thulasiraman Boologa Nathan	ADFPN2937F	Appointed as CFO	04/09/2023
Mr. Devaraja Iyer Krishna Iyer	09290465	Appointed as Non-Executive Non-Independent Director	31/08/2023
Mrs. Saimathy Soupramanien	07657046	Appointed as Non-executive Independent Director	31/08/2023
Mr. Perumal Ravikumar	09683689	Appointed as Non-executive Independent Director	31/08/2023
Ms. Priyanka Bansal	BWIPB9839H	Appointed as Company Secretary & Compliance Officer	01/10/2023

M/s. P P N and Company, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023- 24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

B. COST RECORDS AND COST AUDIT / COMPLIANCE:

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediate preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more. Since, your company''s annual turnover exceeds the threshold limit as mentioned above; appointment of cost auditor is applicable for the FY 2024-25. Accordingly, the Board of Directors, on recommendation of the Audit Committee has appointed M/s N. Sivashankaran & Co., Cost Accountants, Chennai, Membership No-26818, Firm Registration No: 100662, as the Cost Auditors of the Company for the financial year 2024-25 at a remuneration of Rs.1,00,000/ (Rupees One Lakh only) plus applicable taxes, reimbursement of out-of pocket expenses and other incidental expenses incurred for conducting such audit to Cost Auditors to the members pursuant to the provisions of the Act.

C. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. SKD & Associates, Company Secretaries (Firm Regn. No. S2023TN958600), were appointed as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act is annexed as ANNEXuRe III to this report. The Secretarial Auditors'' Report for the Financial year 202324 does not contain any qualification, reservation or adverse remarks.

M/s. SKD & Associates, Company Secretaries have been reappointed to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed that they are eligible for the said appointment.

D. INTERNAL AUDITOR:

In terms of the provision of section 138 of the companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, Mr. B. Balasubramanian., Chartered Accountant, has been appointed as Internal Auditors of the Company to conduct internal audit. The Audit Committee reviews the internal audit report.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2023-24 on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial 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 Act, including rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2023-24 in the prescribed format are annexed as Annexure- IV.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

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

The information pertaining to conservation of energy, technology

absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE V to this Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company''s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www. supremepower.in/

MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2023-24 was in accordance with the NRC Policy of the Company. Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the remuneration and other details as required are annexed to this Report as ANNEXURE- VI.

In terms of the provision of Section 136 of the Act and Rule 5(2), the Report and the Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as prescribed under Rule 5(2) of the Rules. The said information is available for inspection through electronic mode. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be furnished upon such request.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

As on 31st March 2024, the company does not have any subsidiary company. However it is majority partner in one partnership firm viz., M/s.Danya Electric Company - Firm bearing Registration No. FR/ CHENNAI SOUTH/930/1983, originally constituted vide Deed dated 18/11/1983.There has been no material change in the nature of the business of the said firm. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure-II.

COMMITTEES OF THE BOARD

As on March 31,2024, the company has five Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Risk Management Committee

E) Corporate Social Responsibility Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

A. AUDIT COMMITTEE

The Audit Committee was constituted at the Board meeting held on September 04, 2023 pursuant to Section 177 of the Companies Act, 2013. During the Financial Year 2023-24, the Company held 04 (Four) Audit Committee meetings on 04th September, 2023, 05th October, 2023, 18th January, 2024 and 12th February, 2024.

The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members during the financial year 2023-24 are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING	NO. OF MEETING
S NO		Designation in the Committee	ENTITLED	ATTENDED
1	Ms. Saimathy Soupramanien (DIN: 07657046)	Chairman	4	4
2	Mr. Perumal Ravikumar (DIN: 09683689)	Member	4	4
3	Mr. Vee Rajmohan (DIN: 00844400)	Member	4	4

made Profit/ (Loss) after Tax of the T2,94,95,000/-.and compared to the last year for the year ended 31st March, 2023, the Firm has earned a total income of T31,69,94,255/- and has made Profit after Tax of the T2,55,86,556/-. The financial and other details of the said firm for the Year ended 31-03-2024 and 31-03-2023are as under:

(Amount in YTD.)
Particulars	31.03.2024 (in Rs. In Lacs.)	31.03.2023 (in Rs. In Lacs.)	31.03.2024 % of Contribution to the Overall Performance of consolidated entity	31.03.2023 % of Contribution to the Overall Performance of consolidated entity
Revenue From operation(gross)	3134.92	3161.85	27.63%	32%
Other Income	0.13	8.09	1%	54.19%
Total Revenue	3135.05	3169.94	27.60%	32%
Total Expenditure	2673.19	2767.65	28.60%	33%
Depreciation and amortizations	8.07	8.03	20.87%	25.52%
Profit/(Loss) before Tax	453.79	394.26	22.99%	25%
Current Tax	159.29	137.20	29.48%	33%
Deferred Tax	1.02	1.19	29.74%	51%
Profit/(Loss) after Tax	294.95	255.87	20.63%	23%

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding or Subsidiaries Company as on 31st March 2024. Hence reporting under this clause is not required to be provided.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2024.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.supremepower.in/

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on September 04, 2023. During the Financial Year 2023-24, the Company held 02 (Two) Nomination and Remuneration Committee meetings on 04th September, 2023, and 30th March, 2024

The composition of the Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING	NO. OF MEETING
S NO		Designation in the Committee	ENTITLED	ATTENDED
1	Mr. Perumal Ravikumar (DIN: 09683689)	Chairman	2	2
2	Ms. Saimathy Soupramanien (DIN: 07657046)	Member	2	2
3	Mr. Devaraj Iyer Krishna Iyer (DIN: 09290465)	Member	2	2

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.supremepower.in/.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on September 04, 2023. During the Financial Year 2023-24, the Company held 04 (Four) Stakeholders'' Relationship Committee meetings on 04th September, 2023, 18th January, 2024, 12th February, 2024 and 30th March, 2024

The composition of the Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING	NO. OF MEETING
S NO		Designation in the Committee	ENTITLED	ATTENDED
1	Mr. Perumal Ravikumar (DIN: 09683689)	Chairman	4	4
2	Ms. Saimathy Soupramanien (DIN: 07657046)	Member	4	4
3	Mr. Devaraj Iyer Krishna Iyer (DIN: 09290465)	Member	4	4

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.supremepower.in.

D. RISK MANAGEMENT COMMITTEE

The Risk Management Committee has been formed by the Board of Directors, at the meeting held on September 04, 2023. During the Financial Year 2023-24, the Company held 02 (Two) Risk Management Committee meetings, viz 04th September, 2023, and 12th February, 2024.

The composition of the Committee and the details of meeting attended by its members are given below:
N^SO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Vee Rajmohan (DIN: 00844400)	Chairman	2	2
2	Ms. Saimathy Soupramanien (DIN: 07657046)	Member	2	2
3	Mr. Perumal Ravikumar (DIN: 09683689)	Member	2	2

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the website of the Company at https://www.supremepower.in.

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on September 04, 2023 in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014. During the Financial Year 2023-24, the Company held 02 (Two) Corporate Social Responsibility Committee meeting on viz 04th September, 2023, and 30th March, 2024.

The composition of the Committee and the details of meeting attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING	NO. OF MEETING
S NO		Designation in the Committee	ENTITLED	ATTENDED
1	Mr. Vee Rajmohan (DIN: 00844400)	Chairman	2	2
2	Ms. Saimathy Soupramanien (DIN: 07657046)	Member	2	2
3	Mr. Perumal Ravikumar (DIN: 09683689)	Member	2	2

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.supremepower.in.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.supremepower.in/

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www. supremepower.in/.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on September 04, 2023 and March 30, 2024 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https:// www.supremepower.in

CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -

1. Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of "legitimate purposes" forms part of this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.supremepower.in. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.supremepower.in.

REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing of its shares on the Stock Exchange, the Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079 No 9, Shiv Shakti Industrial Estate Mumbai - 400011, Maharashtra, India

LISTING

The equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code- SUPREMEPWR with effect from December 29, 2023.

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is cs@ supremepower.in.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Ms. Priyanka Bansal,

Company Secretary & Compliance Officer

Registered office : 55, SIDCO Industrial Estates, Thirumazhisai Thirumushi, Tiruvallur, Poonamallee, Tamil Nadu, India, 600124, Contact No. 91 44 26811221;

E-mail: [email protected].

BUSINESS LOCATIONS

As on March 31, 2024, the company has its place of business (Factory Unit) in the following location;

THIRUVALLUR,	No.55, SIDCO	Industrial	Estate,
CHENNAI, TAMILNADU	Thirumazhisai,	Thiruvallur	Chennai
	Tamil Nadu- 600124.

DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

The Company ISIN No. is INE0QHG01026.

POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

PENALTIES

There were no penalties, strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/145 dated July 31, 2023, on "Online Resolution of Disputes in the Indian Securities Market" a common Online Dispute Resolution Portal ("ODR Portal") which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market has been established.

SMART ODR Portal (Securities Market Approach for Resolution through ODR Portal) can be accessed via the following link - https://smartodr.in/login

RECONCILIATION OF SHARE CAPITAL AUDIT

Post listing of company''s shares, pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31,2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL)

and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company

CREDIT RATING

In the absence of issue of any debt securities, the Company has not obtained any credit rating with respect to any debt securities. Further, ICRA has assigned a long-term rating of [ICRA]BB and short-term rating of [ICRA]A4 for the credit facilities availed by the Company from Banks.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and associates companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 19th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company''s website at https://www.supremepower.in.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article