Superhouse Ltd Directors Report

To,

The Shareholders,

Superhouse Limited,

Kanpur.

The Board of Directors are pleased to present the Companys 44th Annual Report and the Companys audited financial statements (standalone and consolidated) for the financial year ended March 31, 2024.

Financial Results

The Companys financial performance for the year ended March 31,2024 is summarized below:-

Rs. in lakhs

particulers	standalone		consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	52060.69	63317.44	66530.95	76599.64
Other Income	911.35	1054.11	1197.19	1057.51
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	3675.86	5225.27	4892.15	6733.28
Less: Depreciation/ Amortization/ Impairment	1538.35	1466.52	1813.44	1600.68
Profit /loss before Finance Costs, Exceptional items and Tax Expense	2137.51	3758.75	3078.71	5132.60
Less: Finance Costs	1106.95	1072.24	1547.47	1419.71
Profit /loss before Exceptional items and Tax Expense	1030.56	2686.51	1531.24	3712.89
Add/(less): Exceptional items	0	0	0	0
Profit /loss before Tax Expense	1030.56	2686.51	1531.24	3712.89
Less: Tax Expense (Current & Deferred)	237.99	666.66	358.66	920.54
Profit /loss for the year (1)	792.57	2019.85	1172.58	2792.35
Total Comprehensive Income/loss (2)	-4.25	-2.93	-4.25	-2.61
Total (1+2)	788.32	2016.92	1168.33	2789.74
Balance of profit /loss for earlier years	23502.01	21795.34	29391.00	27313.76
Add: Share of profit (after tax) of Associates	0	0	210.37	232.79
Less: Transfer to General Reserves	100.00	200.00	100.00	200.00
Less: Dividend paid on Equity Shares (including Dividend Distribution Tax)	110.25	110.25	117.83	117.83
Less: Non-Controlling Interest (NCI)	0	0	134.74	374.73
Less: Adjustment of subsidiary wound-up	0	0	12.59	0
Less: Adjustment on acquisition of stepdown subsidiary by WOS	0	0	0	252.73
Add: Adjustment		5.04
Balance carried forward	24080.08	23502.01	30409.58	29391.00

Dividend and Reserves:-

Your Directors are pleased to recommend a final dividend of Rs. 0.80 (Eighty paise) per equity share (previous year Rs. 1/- (one) per equity share) on the equity share capital of the company for the financial year ended 31st March, 2024. The Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of Income Tax at source. The dividend recommended is in accordance with the companys Dividend Distribution Policy. The policy is available on the companys website and can be accessed at http:// superhouse.in/pdf/Dividend-Distribution-Policy.pdf

Financial Performance:-

The company achieved the sales and other income of Rs. 529.72 crores against Rs. 643.71 crores reported last year. The profit before tax was Rs. 10.30 crores and profit after tax was Rs. 7.92 crores during the year under review, as compared to Rs. 26.86 crores and Rs. 20.20 crores, respectively, during the previous year. Earnings per share decreased from Rs. 18.32 per share during the previous year to Rs. 7.19 per share during the year under review. Further, the company achieved consolidated sales and other income of Rs. 677.28 crores, against Rs. 776.57 crores reported in the previous year. Profit before tax was Rs.

15.31 crores and profit after tax was Rs. 11.72 crores during the year under review, as compared to Rs. 37.13 crores and Rs. 27.92 crores, respectively, during the previous year. The consolidated earnings per share decreased from Rs. 24.04 during previous year to Rs. 11.61 during the year under review.

Export Awardsi-

The company received the Best Exporter Awards in Finished Leather and in Harness and Saddlery (Non-Leather) for 2022- 23.

Credit Rating i-

During the year under review, the ACUITE Rating Agency reaffirmed the long term rating of ACUITE A- (read as ACUITE A- minus) and short term rating of ACUITE A2+ (read as ACUITE A two plus) on the bank borrowings of the company.

Material changes affecting the companyi-

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

Subsidiary Companies, Joint Venture and Associate Companies

The Company has Eight subsidiary companies, namely M/s Superhouse (UK) Limited, M/s Superhouse (USA) International Inc, M/s Superhouse Middle East FZC, M/s Briggs Industrial Footwear Limited, UK, M/s Linea De Seguridad S.L.U, Spain, M/s LA Compagnie Francaise De Protection SARL, M/s Creemos International Limited and M/s Rojus Enterprises Limited and four associates namely M/s Unnao Tanneries Pollution Control Company, M/s Steven Industries Limited, M/s Amin International Limited and M/s Knowledgehouse Limited. The company has two step-down subsidiary companies, namely M/s Nomads Clothing Limited and M/s Patrick Shoes Limited. During the year, M/s Rojus Enterprises Limited became a subsidiary of the company. M/s Superhouse GmbH, Germany, ceased to be subsidiary of the company. No other company became or ceased to be became the companys subsidiary, joint venture or associates company during the year.

The company will make available the annual accounts of subsidiaries and the related information to any member of the company who may be interested in obtaining the same. The annual accounts of subsidiaries will also be kept for inspection by any member of the company at the registered office of the company and that of the respective subsidiaries. The financial statements, including consolidated financial statement and separate financial statement in respect of each of its subsidiaries have also been placed on the website of the company. A statement containing salient features of the financial statement of subsidiaries/associates companies forms a part of the annual financial statement.

The policy for determining material subsidiaries as approved may be accessed on the companys website at the link: https://www.superhouse.in/pdf/POLICY%20FOR%20DETERMINING%20 MATERIAL%20SUBSIDIARY.pdf

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Ind AS-110-Consolidated Financial Statements read with Ind AS-28-Investments in Associates, the audited consolidated financial statement are provided in the Annual Report.

Secretarial Standards i-

The Directors state that Secretarial Standards, i.e. SS-1, SS-2, SS-3 and SS-4 relating to Meetings of the Board of Directors, General Meetings, Dividend and Report of Board of Directors respectively, have been duly followed by the Company.

Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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.

Management Discussion and Analysis

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section, forming part of the Annual Report.

Corporate Governance

During the year under review, the company has taken necessary steps to comply with the requirements of the Corporate Governance Code and a Report on the Corporate Governance forms part of this Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Corporate Social Responsibility

The Corporate Social Responsibility Policy may be accessed on the Companys website at the link: http://superhouse.in/pdf/ CSR-Policy.pdf

To attain its Corporate Social Responsibility (CSR) objectives in a professional and integrated manner, the company has identified the promotion of Education, Healthcare and Environment Sustainability as its focus areas.

In Education, the endeavors of the company are to spark the desire of learning and knowledge at every stage through quality primary education, formal schools, facilities for preparation of higher education and development of sports skills. The proper arrangements have been made for free education of the financially weaker section of the society. The company is also assisting in skill development by providing on the job and vocational training.

In Healthcare, the endeavors of the company are to eradicate hunger, poverty and malnutrition and promoting Healthcare including preventive health care.

In Environmental Sustainability, the endeavors of the company are: - 1. To ensure environmental sustainability by adopting best ecological practices and encouraging conservation/ judicious use of water and other natural re-sources. 2. To use environment friendly and safe process in production. 3. To create a positive fast print within the society by creating inclusive and enabling infrastructure/environment for livable communities. 4. To run primary and secondary treatment plants for the disposal of effluent waste.

The Corporate Social Responsibility Committee comprises Mr. Mukhtarul Amin, Chairman, Mr. Syed Javed Ali Hashmi and Mr. Dilip Kumar Dheer as members. The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

During the year, the Company is liable to incur Rs. 59.96 lacs (i.e. 2% of the average net profit of last three financial years) for CSR expenditure. However, the actual expenditure of Rs. 59.41 lacs incurred during the year 2023-24 under review and Rs. 0.54 lacs surplus brought forward from previous year 2022- 23, and balance of 0.36 lacs surplus carried forward during the year. The Annual Report on CSR Activities for the financial year ended 31st March, 2024 is annexed herewith, marked as Annexure-i to this report.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Zafarul Amin (DIN:00015533) and Mr. Yusuf Amin (DIN: 06863918), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible they offered themselves for re-appointment. In addition to directors retire by rotation, the board recommends the re-appointment of Mrs. Shahina Mukhtar (DIN: 00015442) as director of the Company, for a period of 5 (five) years, with effect from 1st October, 2024. No key managerial personnel was appointed or resigned during the year.

The term of office of Mr. Anil Soni, Dr. Krishan Kumar Agarwal, Mr. Kamal Agarwal, Mr. Dilip Kumar Dheer, Mr. Syed Javed Ali Hashmi, Independent Directors will be expired on 22nd September, 2024.

Your Board recommends to appoint Mr. Vinay Sanan (DIN:00014536), Mr. Rajendra Krishan Shukla (DIN:09494922), Chaudhury Usman Ahmad (DIN: 10712019) and Mr. Krishna Kumar Ram Tiwari (DIN:08172956), as Independent directors of the company, not liable to retire by rotation for a term of 5 (five) consecutive years for a period of 5 (five ) years with effect from 30th September, 2024 till 29th September, 2029 on the Board of the Company. A resolution seeking shareholders approval for their appointment/re-appointment along with other required details forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities with the Company, the nature of the industry in which the Company operates, the business model of the Company and related matters are also put up on the website of the Company at the link: http://www.superhouse.in/pdf/FamiliarizationProgrammes for Independent Directors.pdf

The Company has devised the following Policies/Criteria viz: (a) Policy for selection of Directors and determining Directors independence; (b) Remuneration Policy for Directors, Key Managerial Personnel and other employees and (c) Criteria of making payments to Non-Executive Directors. The aforesaid policies/criteria are put up on the Companys website and can be accessed at the link: http://superhouse.in/pdf/Policy-for-Selection- of-Directors.pdf: http://superhouse.in/pdf/Remuneration-Policy- for-Directors.pdf: http://superhouse.in/pdf/Criteria-of-making-payments-to-Non-Executive-Directors.pdf.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee (NR Committee) for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse backgrounds and experience that are relevant for the Companys operations. The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NR Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. Criteria of making payment to Non-Executive Directors set out the guiding principles for the payment to Non- Executive Directors.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. The details of the meeting of board of directors and various committees are given in the Corporate Governance Report.

Performance Evaluation

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The evaluation of Independent Directors was done by the entire board of directors which include performance of the directors, fulfillment of the independence criteria and their independence from the management. The directors express their satisfaction with the evaluation process.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link http://superhouse.in/pdf/Policy-on-Materiality.pdf There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Your Directors draw attention of the members to Note 47 to the financial statement which sets out related party disclosures.

Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time to time, the Company has deposited a sum of Rs. 2113402.50 into the specified bank account of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the financial year ended 31st March, 2016.

As per the said Rules, the corresponding equity shares in respect of which Dividend remains unclaimed / unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, the Company has transferred 51,889 underlying Equity Shares to the Demat Account of the IEPF Authority, incompliance with the aforesaid Rules.

Significant and Material Litigations / Orders

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2024, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.

Risk Management: -

The details about the development and implementation of risk management policy of the company, including elements of risk are given in the Corporate Governance Report.

Vigil Mechanism: -

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistleblower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: https://www.superhouse.in/pdf/Vigil-Mechanis-and-Whistle-Blower-Policy.pdf.

Particulars of Loans given, Investments made, Guarantees given and Securities provided: -

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statement.

Annual Return: -

Annual Return of the Company as on 31st March, 2024 is available on the companys website and can be accessed at the link: https://www.superhouse.in/pdf/Annual%20Return.pdf.

Particulars of Employees and Related Disclosures: -

There were 1578 permanent employees with the company as on 31st March, 2024. The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) to the median of employees remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure II to this Boards report.

Conservation of Energy: -

Your Company is engaged in the manufacture of Finished Leathers, Leather Goods and Textile Garments and consumption of energy in these industries is not significant as compared to that of in other industries. However, the Company is making continuous efforts to conserve energy wherever possible by economizing on the use of power and fuel in factories and offices. The company is using electricity and generators as sources of energy. The company has not made any specific capital investment for the reduction of consumption of energy.

Technology Absorption:-

The company is carrying on the research and development, understanding the customer needs and preferences for design, quality and comfort in a regular way. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your Company to achieve excellent working results and improve the competitive strength of the company. The use of modern technology and

the newest materials not only guarantees world-class quality products at reasonable price but also caters to the fashion needs of the customers while meeting the ever changing market requirements.

The company has incurred expenditure of Rs. 105.67 lacs which are 0.20% of total turnover for the Research and Development Activities during the year, as compared to Rs. 125.38 lacs which were 0.20% of total turnover incurred during the previous year.

The company is not using imported technology. However, Imported Plants and Machineries are also being used by the company.

Foreign Exchange Earnings & Outgo: -

Your company continues to enjoy the status of a Government of India Recognized Trading House. Continuous efforts are being made to identify the new markets. The company earned Foreign Exchange of Rs. 31961.87 lacs during the year in comparison to previous year of Rs. 41,976.06 lacs. During the year, the total foreign exchange outgo was Rs. 6382.87 lacs as compared to Rs. 9,169.87 lacs during the preceding financial year.

Statutory Auditors: -

M/s. Kapoor Tandon & Co., Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September, 30, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor:-

The Board has appointed Mr. Gautam Kumar Banthia, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith, marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Non-Applicability of Maintenance of Cost Records:-

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the Companys nature of business.

Audit Committee:-

The Audit Committee Comprises Independent Directors, namely Mr. Dilip Kumar Dheer, Chairman, Mr. Syed Javed Ali Hashmi and Mr. Kamal Agarwal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Generali-

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. There is no change in the Capital Structure of the Company during the Year.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries (previous year Rs. 7.26 lacs from Briggs Industrial Footwear Limited, U.K.)

6. The company has no information about any Corporate Insolvency Resolution Process, initiated against the Company, under the Insolvency and Bankruptcy Code, 2016.

7. No fraud was reported by the auditors under sub-section (12) of Section 143.

Prevention of Sexual Harassment at the Workplace

The company has in place a Policy for prevention of Sexual Harassment at the Workplace 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. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaint was received by the company.

Acknowledgement: -

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	For and on behalf of the Board
Place: Kanpur	Mukhtarul Amin
Date: 1st July, 2024	Chairman