Super Sales India Ltd Directors Report

Your Directors have pleasure in presenting the 44^th Annual Report of the Company together with audited accounts of the Company for the financial year ended 31^st March, 2026.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

Particulars	2025-26	2024-25
	(Rs. in Lakhs)	(Rs. in Lakhs)
Income from operations	41053.64	40377.49
Other Income	899.64	867.13
Profit before Interest and Depreciation	4059.23	3181.43
Less: Interest	868.49	854.83
Profit/(Loss) before Depreciation	3190.74	2326.60
Less: Depreciation	2365.59	2499.01
Profit/(Loss) before Tax and exceptional item	825.15	(172.41)
Add: Exceptional item	(28.97)	--
(Add)/Less: Provision for Taxes	439.62	3.47
Profit/(Loss) after Tax	356.56	(175.88)

DIVIDEND

Your Directors recommend a dividend of Rs. 2.50 /- (25%) per equity share of Rs.10/- each for the financial year ended 31^st March, 2026, subject to deduction of Tax at Source, which if approved at the forthcoming Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 13^th July, 2026 in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 13^th July, 2026.

SEGMENT WISE PERFORMANCE

Agency Division:

Agency Division recorded marginal growth in both topline and bottom-line performance during the year, primarily due to the continued slowdown in the textile industry. Business sentiment remained subdued as customers adopted a cautious approach towards capital expenditure and new machinery investments, resulting in slower order conversions. In addition, a temporary impact of tariff rate revisions, the prevailing global geopolitical uncertainties and war-related developments continued to cast a cautious outlook on the industry. Nevertheless, selective investments in capital machinery continued at a gradual pace, supporting business continuity for the division.

The Division has earned a revenue of Rs.1801.10 Lakhs as against Rs.1745.73 Lakhs and PBIT of Rs. 803.79 Lakhs as against Rs. 787.61 Lakhs in the previous year.

Textile Division:

The Yarn Division recorded modest growth in revenue during the year; however, profitability improved significantly owing to better operational performance and focused cost optimization initiatives. The division continued to rely on high-quality imported cotton to ensure consistency in yarn quality and meet customer requirements, as the quality of locally available cotton was not found to be fully suitable for the desired product standards, despite stable domestic cotton prices. The Governments extension of customs duty exemption on imported cotton up to December 2025 provided support in maintaining cost competitiveness.

During the year, changes in tariff rates had a temporary impact on margins, though the situation subsequently stabilized. Supported by various internal measures aimed at enhancing productivity, process efficiency and operational discipline, the division achieved a notable improvement in bottom-line performance despite relatively muted topline growth.

The division has earned a revenue of Rs. 33581.33 Lakhs as against Rs. 33257.19 Lakhs in the previous year.

The Division has earned a PBIT of Rs.1027.72 Lakhs as against Rs. 126.39 Lakhs in the previous year. Engineering Division:

The Engineering Division recorded only modest topline growth during the year, including contributions from OEM business. The overall performance was impacted by slower market off-take and postponement of delivery schedules by customers, which affected revenue recognition during the period. Despite these challenges, the division maintained stable operations and continued to service customer requirements effectively.

The Division has an earned revenue of Rs. 6491.31 Lakhs as against Rs. 6061.74 Lakhs in the previous year.

The Division has earned a PBIT of Rs. 137.82 Lakhs as against a loss of Rs. 157.25 Lakhs in the Previous Year.

EXPORTS:

Despite the impact of geopolitical uncertainties and tariff rate changes on global trade, the Companys direct export business registered encouraging growth during the year. The improvement was driven by the Companys consistent supply of quality products, timely deliveries and continued repeat orders from overseas customers, reflecting sustained customer confidence and strong business relationships.

Your company has exported yarn of Rs. 6487.23 Lakhs (out of which Rs. 2327.28 Lakhs were for merchant Exports) and Gears Division exports for the year under review was Rs. 208.54 Lakhs.

PROSPECTS:

Agency Division:

The outlook for textile spinning machinery marketing and sales remains positive, supported by the governments continued focus on textile modernization, PM MITRA parks, PLI incentive and expansion of technical textiles. Recent tariff and import policy relaxations will expect to encourage fresh investments and capacity expansion by spinning mills, particularly in modernization.

Textile Division:

The outlook for the textile spinning industry remains promising, driven by domestic demand, rising export opportunities and supportive government policies. Recent tariff rationalisation & export incentives enhance the global competitiveness of Indian yarn manufacturers.

Engineering Division:

The gearbox manufacturing industry is expected to witness steady growth over the next few years, driven by increased government spending on infrastructure, industrial expansion and renewable energy projects. Rising demand from sectors such as construction, cement, power and mining, along with continued focus on domestic manufacturing and automation, is expected to support healthy capacity utilization and sustainable business growth.

DIRECTORS

Sri. Sanjay Jayavarthanavelu, Director (DIN: 00004505) retires by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate the co-operation extended by the employees. LISTING

Your Companys shares are listed in BSE Limited. The listing fee to the BSE has been duly paid. The shares are regularly traded in BSE Limited and were not suspended at any time during the year.

AUDITORS

Statutory Auditors:

M/s. Subbachar & Srinivasan, Chartered Accountants were appointed as Statutory Auditors for a term of five years commencing from the financial year 2021-22 who will retire at the conclusion of the Annual General Meeting to be held in the year 2026. They have completed two consecutive term of 5 years and not eligible to continue as statutory auditors of the Company for a further period.

It is proposed to appoint M/s. S. Krishnamoorthy & Co., Chartered Accountants as statutory auditors of the company for a period of five years commencing from the financial year 2026-27 to 2030-31 and they will retire at the conclusion of the Annual General Meeting held in the year 2031. Accordingly, a suitable resolution is included in the notice of the AGM for the approval of the shareholders.

Cost Auditor:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has appointed Sri. G. Sivagurunathan, Cost Accountant, as the Cost Auditor of the Company for the financial year 2026-27.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sri. M.R.L.Narasimha, Practising Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2025-26.

The secretarial audit report in form MR3 obtained pursuant to Companies Act, 2013 and 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for the financial year 2025-26 is enclosed as Annexure 1.

As per the provisions of the Regulation 24A of SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, Company is required to appoint a Secretarial Auditor for a period of five consecutive years. Sri. M. R. L. Narasimha, Practising Company Secretary has been appointed as Secretarial Auditor for a term of five years commencing from the financial year 2025-26 to 2029-30.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Karthikeyan & Jayaram, Chartered Accountants, as Internal Auditors of the Company for a period up to 31.03.2027. However due to pre-occupation of other professional engagements they have resigned

from the internal audit assignment with effect from 27^th April, 2026. Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s.Sundaram & Srinivasan, Chartered accountants as Internal Auditors of the Company for a period from 18^th May, 2026 to 31^st March, 2029.

The annual return prepared as per the provisions of the Companies Act, 2013 will be posted in the Companys website https://supersales.co.in/Disclosure-under-regulation-46/Financial. The Board of Directors met 5 times during the year 2025-26. The details of the meetings of the Board and Committees and attendance of directors are given in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

b. the directors had 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES

Independent Directors have met all the criteria of Independent Directors and they have given a declaration to the effect that they have met all the criteria of independent directors as prescribed in Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Further, they have also declared that they are not aware of any circumstance or situation, which exists 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 Salient features of the Nomination and Remuneration Policy is enclosed to this annual report. The familiarization programme was held on 30^th March, 2026 at the Registered Office. All the independent directors were present for the above programme.

Directors are eligible to get only sitting fee for attending the Board or Committee or other meetings of Directors. Outstation directors are entitled to get reimbursement of out of pocket expenses incurred by them in connection with attending the Board or Committee or other meetings.

There is no qualification, reservation, adverse remarks or disclaimer by the Statutory Auditors in their audit report or Practising Company Secretary in his secretarial audit report. The auditors have not reported any fraud to the Audit Committee or to the Board or to the Central Government during the financial year 2025-26.

Company has not provided any loans, guarantees, security under Section 186 of the Companies Act, 2013 during the year under review. The Company has invested in the equity shares of Aghanaswath Helios Energy Private Limited for Rs. 2.60 Lakhs, Jsalis Energy Private Limited for Rs. 16,000 and Mahalakshmi Green Energy Private Limited for Rs. 3,500 during the financial year 2025-26. All the investments made for the purpose of purchase of solar power to avail the benefit of group captive power concept.

All the transactions entered by the Company during the financial year 2025-26 with the related parties are in the ordinary course of business and at Arms length. The details of material related party transactions are given in form AOC - 2 as Annexure 2. The policy on Related Party is available on the companys website at https://supersales.co.in/ Disclosure- under-regulation-46/policies.

The Company has not transferred any amount during the year 2025-26 to general reserve. The paid up share capital of the Company as at 31^st March, 2026 stood at Rs. 307.15 Lakhs. During the year under review, your company has not made any fresh issue of shares.

There is no material change and commitment which have occurred between the end of the financial year and to the date of the report which affect the financial position of the Company. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Bank or Financial Institution.

(A) Conservation of Energy

i. the steps taken or impact of conservation of energy	Installed Humi Jet Pump Conversion system in the existing Humidification Plant & fan motor changed in the centralized waste collection to reduce energy consumption.
ii. the steps taken by the Company for utilizing alternate source of energy	The Company has utilized 69.44 % of energy requirements through wind and solar power.
iii. the Capital investment on energy conservation equipments	Rs. 7.83 Lakhs.

(B) Technology absorption

i. Efforts made towards technology absorption	-
ii. Benefits derived like product improvement, cost reduction, product development, import substitution, etc	-
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)
(a) Details of technology imported.
(b) Year of import.	-
(c) Whether the technology been fully absorbed?
(d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action.
iv. The expenditure incurred on Research and Development	-

(C) Foreign exchange earnings and out go

The Foreign Exchange earnings and outgo during the year under review were as follows:

Foreign Exchange Earned	: Rs. 4257.03 Lakhs
Foreign Exchange Outgo
Raw Material imports	: Rs. 2069.49 Lakhs
Stores and Spares imports (including advances)	: Rs. 1.89 Lakhs
Others	: Rs. 188.09 Lakhs
Total	: Rs. 2259.47 Lakhs

RISK MANAGEMENT

The Company has established a risk management framework to identify, evaluate the business risks and opportunities. The main object of the framework is to minimize the adverse impact of the risks by taking effective mitigating measures to retain the business advantages. The identified risks and mitigation measures are reviewed by the concerned Heads and all the risks identified and mitigation measures are placed before the Board. Board is of the opinion that there is no risk which affects the existence of the Company.

CSR ACTIVITIES

The CSR Committee consists of four directors out of which three are independent directors. The Board has approved the CSR Policy and the same is posted in the website of the Company https://supersales.co.in/ Disclosure-under-regulation-46/policies. As per the policy, Company can spend the amount required to be spent under Corporate Social Responsibility to any of the Projects or activities covered under Schedule VII (as amended from time to time) based on the recommendation of the CSR Committee and approved by the Board. The amount can be spent anywhere in India, however preference shall be given to the geographical locations where the Companys operations are located. The amount required to be spent under CSR activities may be spent by the Company itself or contributed to any trust which is having established track record as recommended by the CSR Committee and approved by the Board. The CSR Committee shall periodically review and monitor the expenditure made on various projects or activities as approved by the Board. The Company is not required to spent any amount on CSR expenses, because of the Loss incurred during the immediate preceding financial year. However, Company has spent some amount under CSR activities to main the continuation of spending under CSR. Annual Report on CSR activities is enclosed as Annexure 3.

DISCLOSURE UNDER RULE 8

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of its own performance, that of its committees and individual directors for the financial year 2025-26. The Chairman of the Board has sent a list of criteria, as approved by the Nomination and Remuneration Committee, for evaluation of the Boards performance, that of its committees and individual directors to all the Directors. Each Director has evaluated based on the criteria and communicated the results of the evaluation to the Chairman of the Board. Separate meeting of independent directors has also been convened for this purpose and results were communicated by the Chairman of the meeting to the Chairman of the Board.

There is no change in the nature of business. There is no appointment of Director, Key managerial Personnel and there is no change in the Key Managerial Personnel during the financial year 2025-26.

There is no resignation of any of the director or key managerial personnel during the year 2025-26.

There are no Subsidiaries, Joint ventures or Associates and there is no addition or cessation of Subsidiaries, Joint ventures or Associates during the year 2025-26. The Company has not accepted or holds any deposit from the public or directors or shareholders. There are no significant material orders passed by the regulators or courts or tribunals which affects the going concern status or operations in future.

The Company has implemented and evaluated the internal financial controls with reference to the financial statements which provide a reasonable assurance. The Directors and Management confirm that the internal financial controls are adequate with respect to size and operations of the Company.

The Company has established adequate internal control system which is commensurate with its nature and volume of operations. The accounting transactions and operations are audited by the Internal Auditors viz- a-viz the internal controls, policies and procedures and the deviations, if any, are reported and corrective actions are taken appropriately.

Details of appointment, re-appointment of director who retires by rotation are provided elsewhere in the Annual Report.

The Composition of the Audit committee is given in the Corporate Governance Report. Board has accepted all the recommendations made by the Audit Committee during the financial year 2025-26.

In the preparation of financial statements, no treatment different from that of prescribed accounting standards has been followed. The Company has complied with the applicable secretarial standards issued by The Institute of Company Secretaries of India.

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

Particulars pursuant to Section 197 (12) and the relevant rules are given in the Annexure 4.

The Company has transferred dividend and the equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more to the Investors Education and Protection Fund Authority (IEPF) as and when it is due for transfer. The details of shares transferred have been uploaded in the website of the Company. The Company has transferred the unclaimed dividend of Rs. 1,95,620/- after a period of seven years to the Investors Education and Protection Fund and 3378 shares have also been transferred to the Investors Education and Protection Fund in respect of which dividends have not been claimed by the members for seven consecutive years or more.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Adequate maternity benefits have been provided to all eligible women employees in accordance with the Act and there were no instances of non-compliance during the year under review.

VIGIL MECHANISM

The Company has established vigil mechanism and adopted whistle blower policy which protects persons who uses the mechanism from victimization and allows direct access to the Chairman of the Audit Committee if required. During the year under review, there was no complaint received under this mechanism. The Policy is posted in the website of the Company. Weblink to access the policy is https://supersales.co.in/Disclosure- under-regulation-46/policies.

REMUNERATION POLICY

The details relating to the Nomination and Remuneration committee is given in the Corporate Governance Report.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy of the Company for selection and appointment of Directors, senior management personnel, their remuneration, succession plans and Board diversity. The salient features of same is enclosed as Annexure 5 to this report. The policy is posted in the website of the Company. Weblink to access the policy is https://supersales.co.in/Disclosure-under-regulation-46/policies.

A certificate from the Statutory Auditors the Company regarding compliance of the conditions of Corporate Governance is enclosed as Annexure 6. Pursuant to Regulation 34(2)(f) of Listing Regulations, applicability of providing the Business Responsibility and Sustainability Report does not arise.

Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014

In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 the Company has no employee drawing salary exceeding Rs. 102 Lakhs per annum or Rs. 8.50 Lakhs per month during the year under review. No employee has drawn remuneration in excess of the remuneration drawn by the Managing Director and holds by himself or along with his spouse and dependent children not less than two percent of equity share capital of the Company.

List of Top 10 employees based on salary drawn is enclosed as Annexure 7. Company is not paying any commission to the Directors and Managing Director.

Disclosures under the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and redress the complaints, if any received from women employees.

number of complaints filed during the financial year	- Nil
number of complaints disposed of during the financial year	- Nil
number of complaints pending as at the end of the year	- Nil

ADDITIONAL DISCLOSURES

In line with the requirement of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report, Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO, interalia, confirming the correctness of the financial statements is also made part of the Annual Report.

GENERAL

The Directors place on record their sincere thanks to all the Principals for their whole hearted co-operation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their co-operation and dedication.

	For and on behalf of the Board
	SANJAY JAYAVARTHANAVELU
Coimbatore	Chairman
18th May, 2026	DIN 00004505