Super Spinning Mills Ltd Directors Report

To the Members,

Your directors present their 64 th Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31 st March, 2026.

Financial Highlights:

The financial performance of the Company for the financial year ended 31 st March, 2026 is summarised below

(Rs. In Lakhs)

Particulars	31.03.2026	31.03.2025
Revenue from operation	630.91	662.73
Other Income	51.13	24.33
Total Revenue	682.04	687.06
Earnings before Finance Cost, Depreciation & Tax	466.19	490.17
Less: Finance Cost	139.53	196.43
Earnings before Depreciation & Tax	326.66	293.74
Less: Depreciation and amortization	257.24	121.33
Profit/ (Loss) before Exceptional Items & Tax	69.42	172.41
Add/Less: Exceptional Items	79.53	-
Profit/Loss before Tax from continuing operations	148.94	172.41
Less: Current and deferred Tax	108.36	399.12
Profit / (Loss) after Tax from continuing operations	40.58	(226.71)
Add: Profit/Loss from discontinued operations	(620.78)	(1413.94)
Add : Other Comprehensive Income	0.02	0.56
Total Comprehensive Income for the period	(580.19)	(1640.09)

Your company has focused on optimizing the utilization of its existing assets by leasing, thus resulting in a stable stream of rental income and improved asset productivity. As part of its ongoing efforts to reduce the outstanding liabilities, the Company transferred a small parcel of its land suited at the registered office of the company to Mr. Sumanth Ramamurthi, Chairman and Managing Director of the company against the loan extended by the Director to the Company and to Elgi Electric and Industries Limited with the consent from shareholders on 2 nd October 2025 through postal ballot under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transaction resulted in a corresponding reduction in the Companys indebtedness and forms part of the Companys broader strategy to optimize its asset base and strengthen its financial position.

The project proposed at the registered office of the company with the consent of shareholders obtained on 23 rd July 2025 is being undertaken through a development partner who is currently in the process of obtaining the

Review of Business Operations & Outlook for the current year

During the year under review, your company earned total income of Rs. 682.04 Lakhs during FY 2025-26 as against the income of Rs 687.06 Lakhs during FY 2024-25. The profit before tax and exceptional items for FY 2025-26 was at Rs. 69.42 Lakhs as against Rs 172.41 Lakhs during the FY 2024-25. The Company has leased out certain properties of the SUPER SARA unit under operating lease arrangements, which are generating a significant revenue.

requisite approvals, sanctions and permissions from the concerned governmental and regulatory authorities. Upon receipt of such approvals and commencement of the development activities, the project is expected to facilitate the systematic monetization of the Companys land assets and contribute to the Companys future revenue streams.

Further, the company has also sought the consent of shareholders on 7 th March 2026 through postal ballot to develop parcel of land in Hindupur by entering into a Joint Development Agreement for the development of a portion of its land holdings into commercial / residential plots. Further, the Company is in the process of identifying potential buyer(s), Joint development partner (not being a related party) and negotiating the consideration and other terms and conditions of the said arrangement. The proposed development is expected to facilitate systematic monetization of the Companys land assets while leveraging the expertise and resources of the development partner.

Change in the nature of Business

Your company has exited its textiles business and is currently focusing on the rental business of the company. There was no change in the nature of principal business of the Company during the financial year ended 31 st March 2026. The company discontinued its operations in the Textiles segment and continues to operate in the Rental and Real Estate Services business segment.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the year under review. However, the Losses of the FY 2025-26 along with Comprehensive Income have been adjusted against the retained earnings under the head Other Equity.

Share Capital

There was no change in the capital structure of your Company during the year under review. The issued, subscribed and paid-up share capital of the Company as on 31 st March 2026 stood at Rs.5,50,00,000/- divided into 5,50,00,000 equity shares of Re.1/- each. During the year under review the Company has not made any fresh issue of shares.

Dividend

Due to losses incurred by the Company during the year under review the Directors have not recommended any Dividend for the year ended 31 st March 2026.

Transfer of Unclaimed Dividend/ Shares to Investor Education and Protection Fund

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

Extract of Annual Return

The Annual Return of the Company for the financial year 2025-26 as required under Section 92(3) of the Companies Act, 2013 (the Act) is available on the website of the Company at the link https://www.superspinning.com/ investors/#Annual-Return

Board and Committee meetings

During the year under review, Eight Board meetings were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

Also, the details pertaining to the composition and meetings of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are also included in the Corporate Governance Report.

Statement of Compliance with Secretarial Standards

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

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

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

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

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

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

Details in respect of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government

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

Declaration of Independent Directors

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

Familiarization Programmes

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. The same is also available on the Company website at https://www.superspinning.com/ wp-content/uploads/2026/07/FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS-25-26.pdf

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year

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

Companys Policy Relating to Directors Appointment, Payment of Remuneration and other matters

The Company pursuant to the provisions of Section 178 of the Act and in terms of Regulation 19(4) of the Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and Senior Management. The detailed Nomination and Remuneration Policy of the Company can be accessed on the Companys website at the link https://www.superspinning.com/wp-content/uploads/2025/06/6.-Nomination-and- Remuneration-Policy.pdf

Comments on Auditors Report

There were no qualifications, reservations, adverse remarks or disclaimers made by M/s.C S K Prabhu & Co LLP, Statutory Auditors in their reports excepting for the below mentioned facts.

s. No	Auditor Qualification or adverse remark	Directors Reply
1.	The software/application used for maintaining Payroll and Property, Plant and Equipment & Intangible Assets does not have a feature of recording audit trail (edit log) facility both at the application level and database level. Further the software/application Tally used for maintaining the books of accounts does not have a feature of recording audit trail at the database level.	The management will take necessary steps to implement an appropriate audit trail feature during the current financial year.
2.	The audit trail feature was not enabled at the database level throughout the year to log any direct data changes, for the accounting software Tally used for maintenance of the accounting records by the Company.	The management will ensure that the audit trail functionality is properly implemented and enabled, both at the application and database level, in the current financial year.
3.	In view of reporting requirement under point 1 and above, we are unable to verify the preservation of the audit trail as per the statutory requirements for record retention	The management will take appropriate corrective measures to ensure compliance with statutory record retention norms and prevent recurrence of such issues in the future.

With respect to the remarks made by the Secretarial Auditors, M/s. MDS & Associates LLP, Company Secretaries and in the Auditors Certificate on Corporate Governance by M/s. C S K Prabhu and Co LLP (formerly known C S K Prabhu and Co), Chartered Accountants, your directors wish to state as follows:

S. No	Auditor Qualification or Adverse Remark	Directors Reply
1.	The Listed Entity has submitted integrated filing - financial under Regulation 10(1A) of Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) inter alia comprising of Audited financial results for the quarter and financial year ended 31 st March 2025 in terms of Regulation 33(3) of Listing Regulations and Disclosure of Related Party Transactions for the half year ended 31 st March 2025 in terms of Regulation 23(9) of Listing Regulations to the BSE Limited on 24 th May 2025 and National Stock Exchange of lndia Limited on 26 th May 2025, which were beyond the prescribed timeline from the submission of financial results in PDF Mode (i.e., 23 rd May 2025).	The delay in said filing was inadvertently caused due to administrative and other reasons. However, in the subsequent period(s) submission of lntegrated filing (financial) has been made in due course.
2.	The listed entity has not reported/ belatedly reported certain events on the stock exchange(s) under Regulation 30 of Listing Regulations read with relevant Circulars issued by the Stock Exchanges from time to time.	The deviations in said filings was inadvertently caused due to administrative and other reasons. The Listed Entity further submits that there will be no such further instances going forward and undertakes to comply with the applicable provisions in future.
s. No	Auditor Qualification or Adverse Remark	Directors Reply
3.	The Listed Entity has not submitted a Declaration regarding unmodified opinion in the Audit Report as required under proviso to Regulation 33(3)(d) Listing Regulations, while publishing annual audited financial results for the quarter and year ended 31 st March 2025 on both the Stock Exchanges	The deviations in said filings was caused inadvertently. The Listed Entity submits that there will be no such further instances going forward and undertakes to comply with the applicable provisions in future.

Other than the above, there are no other qualifications, reservations or adverse remarks or disclaimers made by MDS & Associates LLP, Company Secretaries, Coimbatore, Secretarial Auditors in their report.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

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

Particulars of contracts or transactions with related parties

All the transactions of the Company, entered into with its related parties are at arms length basis and have taken place in the ordinary course of business. Further, the Company has complied with the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for transactions entered into with the related parties.

Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company obtained the approval of the Shareholders to enter into material related party transactions with two of its related parties.

The particulars of Material Related Party Transactions which are at arms length basis is provided in Form AOC-2 and the same is annexed to the Boards Report as Annexure 1.

The policy on related party transactions as approved by the Board of Directors of the Company has been uploaded on the companys website and may be accessed through the link at https://www.superspinning.com/wp-content/ uploads/2025/04/Related-Party-Transactions-Policy.pdf

Material changes and commitments affecting the financial position of the company.

There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Conservation of Energy, Technology Absorption, 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 Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure 2

Risk Management Policy of the Company

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

Audit Committee

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

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

Whistle Blower Policy (Vigil Mechanism)

Your Company has established a Vigil Mechanism/ Whistle Blower policy in line with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. The Policy is formulated to enable the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct or ethics policy. During the year under review, there were no complaints received under this mechanism. The Whistle Blower policy is available on the companys website and may be accessed through the link at https:// www.superspinning.com/wp-content/uploads/2025/06/5.-WHISTLE-BLOWER-POLICY.pdf.

Corporate Social Responsibility initiatives

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

Annual evaluation of the Board on its own performance and of the individual Directors

In compliance with the relevant provisions of the Act read with the Rules made thereunder and the Listing Regulations, the performance evaluation of the Board as a whole, its specified Statutory Committees, the Chairman of the Board and the Individual Directors was carried out for the year under review.

In a separate meeting of independent directors, the performance of non-independent directors was evaluated. Independent Directors had evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

Directors and Key Managerial Personnel

In accordance with the provision of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Sanjay Krishna Ramamurthi (DIN:08730627), Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice along with brief details about him. Your directors recommend his re-appointment.

During the year under review, the members of the Company at their Annual General Meeting held on 10 th September 2025 approved the re-appointment of Mr. Sumanth Ramamurthi (DIN: 00002773) as Chairman and Managing Director of the Company for a further period of 5 years with effect from 1 st April 2026.

Apart from the above, there were no other changes occurred during the financial year under review.

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

Subsidiaries, Joint Ventures and Associate Companies

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

Deposits

Since the Company has not accepted any deposit covered under Chapter V of the Act, there are no deposits remaining unclaimed or unpaid as on 31 st March 2026 and accordingly, the question of default in repayment of deposits or payment of interest thereon during the year does not arise

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operation in future

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

Adequacy of internal financial controls with reference to the financial statements

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

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

Auditors

a) Statutory Auditors

C S K Prabhu and Co LLP (Formerly C S K Prabhu and Co), (Firm Registration No. 002485S/S000197), Chartered Accountants, Coimbatore, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 60 th Annual General Meeting held on 29 th August, 2022 for a period of 5 consecutive years till the conclusion of the 65 th Annual General Meeting to be held in the year 2027.

b) Secretarial Auditors

MDS & Associates LLP (LLPIN: ABZ - 8060), Company Secretaries, Coimbatore were appointed as the Secretarial auditors of the Company to hold office for the first term of five (5) financial years i.e. from conclusion of the 63 rd Annual General Meeting held on 10 th September 2025 till the conclusion of 68 th Annual General Meeting to be held in the year 2030.

The report of the Secretarial Audit in Form No. MR-3 for the financial year 2025-26 is annexed as Annexure 3 to this report.

Further, the Secretarial Compliance Report for the year ended 31 st March 2026 issued by the Practicing Company Secretary pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been filed with BSE Limited and the National Stock Exchange of India Limited. A copy of the same is available on the Companys website: www.superspinning.com

Maintenance of cost records under sub-section (1) of Section 148 of the Companies act, 2013

The Company is not required to maintain cost records pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. Accordingly, the reporting requirement under this clause is not applicable to the Company.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year

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

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.

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

CEO/CFO Certification

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

Particulars of Employees and Remuneration

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

Corporate Governance

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

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

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at workplace and also complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Information regarding the complaints received is given below:

(a) Number of complaints of sexual harassment received during the year: Nil.

(b) Number of complaints disposed off during the year: NA.

(c) Number of cases pending for more than ninety days: NA Listing of Shares

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

Disclosure under the Maternity Benefit Act,1961

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961 for the financial year ended 31 st March 2026.

Acknowledgements

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

By Order of the Board For Super Spinning Mills Limited

Coimbatore	Sumanth Ramamurthi Chairman & Managing Director
26 th May 2026	DIN: 00002773