Super Tannery Ltd Directors Report

1. DIVIDEND AND RESERVES:

The Board of Directors of your Company take pleasure to recommend a dividend of Rs. 0.05(5%) per equity shares of Re. 1 /each for the year ended 31 st March, 2025.subject to approval of shareh olders at the ensuing Annual General Meeting. The dividend if approved shall result in a payout of 9.14 % current year profit available for appropriation. This makes the management investor friendly and creates more confidence to keep the investors interest at heart.

2. EXTRACTOF ANNUAL RETURN:

3. OPERATIONAL REVIEW:

During the year under review, the income from operation(Turnover) of the company was Rs 28,614.20 lacs as against Rs 22,902.91 lacs during the last financial year, shows improvement in the operational income by Rs. 51,517.11 lacs. The company overall growth is satisfactory despite recession in the market.

4. PRESENTATION OF FINANCIAL STATEMENTS:

The Financial Statements of the Company for the year ended 31 st March 2025 have been disclosed as per Division 11 of Schedule III to the Act.

5. SUBSIDIARY COMPANIES:

The Company has SEVEN Subsidiaries namely:

The Financial statement including Consolidated Financial statement and separate statement in respect of each of its subsidiaries have also been placed on the website of the Company. A statement containing salient feature of the Financial Statement of subsidiaries/associates companies is forming part of Annual Financial Statement. The Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the head office of the company and the subsidiary concerned.

6. INDUSTRIAL RELATIONS:

During the period industrial relations have been extremely cordial. Employees cooperation and co-ordination had been an important factor in the growth of the organization.

7. EXPORT AWARD:

The Company received the State Export Award -Uttar Pradesh for the overall export performance during the year 2021 -2022 from the Honble Chief Minister Yogi Adityanath.

8. FIXED DEPOSITS:

The Company has not accepted/renewed any deposit during the year under review, under the provisions of the Companies Act, 2013 and the rules framed there under.

9. CREDIT RATING:

During the year under review Care Rating Limited reaffirmed the long-term rating of BBB on the bank borrowing of the Company.

10. HUMAN RESOURCES MANAGEMENT:

Employees are vital to the Company. We have created a favorable work environment that encourages humble relationship. We have also set up a scalable recruitment and human resources management process, which enables us to attract and retain high caliber employees. The Company also has started with collaboration of UP Leather Industries Association a training center for recruiting trained labors.

11. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013:

Your company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various intervention and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

During the year ended 31st March, 2025 no complaint pertaining to sexual harassment was received by the Company.

12. PARTICULARS OF EMPLOYEES :

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING & OUTGO:

The particulars of Energy Conservation, Technology Absorption etc. pursuant to Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in the Annexure forming part of this Report.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the going concern status of the Companys Operation in the future.

15. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business during the financial year.

16. MATERIAL CHANGES AND COMMITMENTS:

The company do not have any material changes and commitments in the company between the end of the financial year and date of report.

17. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

18. DIRECTORS &KMP:

In terms of Article 125 of the Articles of Association of the Company, Mr. Veqarul Amin and Mr. Yogendra Singh Katiyar , Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for his re-appointment. Brief resume of all the Directors, their expertise in specific functional areas and names of other companies in which directorship held and the membership of committee of the Board as stipulated under the listing Agreement are given in corporate governance annexure, attached to this report.

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013.

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who posses relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any received from any member of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors & Senior Management.

The Remuneration Policy of the Company is disclosed in the Corporate Governance Report, which forms a part of the report.

21. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 27 of the listing Agreement, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles rights responsibilities in the Company, nature of the Company in which Company operates, business model etc.

22. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year pursuant to the provisions of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013. The Meeting of the Independent Directors was conducted without the presence of the Chairman, other Non-Independent Directors and the Management team of the Company.

23. NUMBER OF MEETINGS OF THE BOARD:

During the financial year seven board meetings were held in accordance with the applicable provisions.

24. COMMITTEES OF THE BOARD:

25. SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on:

26. PERFORMANCE EVALUATION OF THE BOARD COMMITTEE AND DIRECTORS:

The Company conducted the annual performance evaluation of the board, its various Committees and the directors individually. The performance of the board was evaluated by the board after seeking inputs from all the directors.

27. REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of the Listing Agreement, a report on Corporate Governance is given in Annexure to this report.

28. INTERNALFINANCIALCONTROLS:

The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Companys policies, safeguarding of the assets of your company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) read with Section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31 st March. 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period:

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March. 2025 on a going concern basis.

(v) Senior management on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Board is being involved and briefed on all important issues. Very high levels of engagement were observed and the opinions of each other were respected.

30. PARTICULARS REQUIRED AS PER SECTION 134 OF THE COMPANIES ACT,2013:

As per Section 134 of the Act. your Company has provided the Consolidated Financial Statements as on March 31, 2025. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These documents will also be available for inspection during the business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing financial highlights of the subsidiary companies is enclosed to the consolidated financial statements.

31. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements, your directors have pleasure in attaching the Consolidated Financial Statements which form part of Annual Reports and Accounts. These consolidated financial statements include accounts of Super Tannery (U.K.) Limited, Aarifi

Tanners Limited, Super Corporation Limited Secure Safety Limited, Super Italia S.R.L, HX London Fashions Private Limited and Pioneer Investment FZCO.

32. STATUTORY AUDITORS:

M/s. Kapoor Tandon & Company Chartered Accountants, Kanpur (Registration No: 000952C) statutory auditor have been re-appointed at the Annual General Meeting in accordance of the provisions of the Companies Act. 2013.

33. COST AUDITOR:

As requires under the Companies (Cost Accounting Records) Rules 2011, the requirement of Cost Audit report does not applicable to the Company as per MCA circular. Hence no report was filed.

34. SECRETARIAL AUDITORS:

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 M/S K.N Shridhar & Associates, Company Secretary Kanpur to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "annexure B"

35. INTERNAL AUDITOR:

M/s R.K Dhar is been appointed as the Internal Auditor of the Company in accordance with the Companies Act, 2013.

36. QUALIFICATION, RESERVATION OR ADVERSE REMARK:

The Audit Report and the Secretarial Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark by the Auditors.

37. LOANS, GUARANTEES & INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

38. RELATED PARTY TRANSACTIONS:

All contracts/arrangements entered by the Company during the previous financ ial year with the related parties were in the ordinary course of business and on arms length basis. The Audit Committee and the Board of Directors reviewed the transactions (which are repetitive in nature) and the Audit Committee granted approval for such transactions.

The disclosures as required under AS-18 have been made in notes forming part of the standalone financial statement. The particulars of contracts or arrangements entered in to by the company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 has been disclosed in Form No.AOC-2 which is annexed hereto.

39. AUDITORSREPORT:

40. FRAUD REPORTING

During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.

41. LISTING FEES:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) the Stock Exchange where its securities are listed.

42. DEPOSITORY SYSTEM:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSLislNE460D01038.

ACKNOWLEDGMENT:

Your directors would like to express their gratitude and appreciation for the continued support and co-operation received from State Bank of India, Central & State Government Authorities, Regulatory Bodies, Stock Exchanges and Shareholders. Your directors wish to place their deep sense of appreciation on record for the devoted services of the officers, staff and workers of the Company.

On behalf of the Boa rd of Directors

Place: KANPUR IFTIKHARULAMIN MOHD.IMRAN

Date: 13.08.2025 Managing Director Whole Time Director

DIN:00037424 DIN:00037627

ANNEXURE I TO THE DIRECTORS REPORT

Statement as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies(Accounts) Rules.2014.

(a) CONSERVATION OF ENERGY:

(1) Energy conservation measures taken:

Up gradation of power generation and distribution systems for long term energy savings. Special emphasis has been laid on boiler and steam generation.

(2) Additional investments and proposal, if any, being implemented for reduction of consumption of energy: Introduction of energy saving devices and systems in process machines.

(3) Impact of the measures at (1) & (2) above for the reduction of energy consumption and consequent impact on the cost of production of goods:

Energy conservation measures have helped in generation of required quantity of steam at a minimum cost which resulted in improving efficiencies and reduction in costs.

(4) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the Schedule thereto:

NotApplicable

(b) TECHNOLOGY ABSORPTION: RESEARCH AND DEVELOPMENT (R & D):

(1) Specific area in which R & D carried out by the Company:

(a) New product development based on different raw hides/skins.

(b) Apart from production of safety footwear establishing standard products for fashion shoes/sandals.

(2 Benefits derived as a result of the above R & D:

(a) Cost reduction and better unit realization.

(b) Better product acceptance.

(3) Future plan of action: To continue to invest in R & D for faster introduction of new products.

Technology Absorption, Adoption And Innovation:

(1) Efforts, in brief, made towards technology absorption, adoption and innovation: The Company is using indigenous technology and is developing in house technology and is not dependent on any outside technology / source.

(2) Benefits derived as a result of the above efforts: NotApplicable

(3) Incase of imported technology (Imported during the last 5 years reckoned from the beginning of the financial year):

(a) Technology imported }

(b) Year of import } _Not Applicable

(c) Has technology been fully absorbed? }

(d) If not fully absorbed, areas where not taken place, } reasons therefore and future plan of action

(c) FOREIGN EXCHANGE EARNINGS & OUTGO:

(1) Activities relating to exports, initiative taken to increase exports, development of new export markets or products and export plans:

On Export front, Companys performance is quite satisfactory and it is expected to be strong in the time to

(d) STATEMENT OF PARTICULARS OF MANAGING AND JOINT MANAGING DIRECTORS FORMING PART OF THE DIRECTORS REPORT:

Notes:

1. Mr. Iftikharul Amin and Mr. Iqbal Ahsan being brothers are related to each other within the meaning of schedule lAof Companies Act. 2013.

2. Remuneration includes salary and perquisites as per rules of the company and recorded under the Income Tax Act. 1961.

On behalf of the Boa rd of Directors

Place: KANPUR Date: 13.08.2025

IFTIKHARUL AMIN

Managing Director DIN:00037424

MOHD.IMRAN

Whole Time Director DIN:00037627