Superior Industrial Enterprises Ltd Directors Report

<dhhead-DIRECTORS REPORT</dhhead-

To,

The Members

SUPERIOR INDUSTRIAL ENTERPRISES LIMITED 25 BAZAR LANE, BENGALI MARKET, NEW DELHI- 110001

Your directors have pleasure in presenting the Thirty-fifth (35^th) Annual Report of SUPERIOR INDUSTRIAL ENTERPRISES LIMITED together with the Audited Financial Statements for the financial year ended 31^st March 2026, and the Report of the Auditors thereon.

The report highlights the financial performance of the Company, key developments during the year under review, major business operations, changes in the Board or Key Managerial Personnel, statutory compliances, and the way forward.

A summary of the Companys financial performance, business highlights, statutory disclosures, and corporate governance practices are covered in the ensuing sections of this Report.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ STATE OF COMPANYS AFFAIRS:

STANDALONE FINANCIAL RESULTS	(Figure in Lacs)
Particulars	Financial Year ended 31st March, 2026	Financial Year ended 31st March, 2025
Revenue from Operations	1301.43	1305.58
Other Income	33.67	24.25
Profit before Depreciation, Finance Cost and tax expenses	165.28	125.48
Less: Depreciation/ Amortization impairment expenses	23.25	19.34
Profit before Tax Expense and Exceptional Items and Finance Cost	142.03	106.14
Less: Finance Cost	8.87	6.83
Profit before Tax Expense and Exceptional Items	133.16	99.31
Add/ (Less): Exceptional Items	-	-
Profit before Tax Expense	133.16	99.31
Less Tax Expenses (Current, Deferred & Earlier Year)	24.90	19.37
Less MAT Credit	-	-
Net Tax Expenses	24.90	19.37
Profit after tax for the year	108.26	79.94

 

CONSOLIDATED FINANCIAL STATEMENT	(Figure in Lacs)
Particulars	Financial Year ended 31st March 2026	Financial Year ended 31st March, 2025
Revenue from Operations	4043.39	4390.67
Other Income	57.30	42.75
Profit before Depreciation, Finance Cost and tax expenses	355.94	955.97
Less: Depreciation/ Amortization impairment expenses	64.72	54.16
Profit before Tax Expense and Exceptional Items and Finance Cost	291.22	901.81
Less: Finance Cost	75.39	70.06
Profit before Tax Expense and Exceptional Items	215.83	831.75
Add/ (Less): Exceptional Items	-	-
Profit before Tax Expense	215.83	831.75
Less Tax Expenses (Current, Deferred & Earlier Year)	51.75	34.76
Less MAT Credit	(12.90)	(15.21)
Net Tax Expenses	38.85	19.55

2. STATE OF THE COMPANY AFFAIRS, IF ANY.

The financial year under review has been marked by commendable financial discipline and operational resilience. The Company reported a robust net profit of INR 108.26 lakhs on a standalone basis, while the consolidated net profit stood at INR 176.98 lakhs, underscoring consistent performance across the Company and its subsidiaries.

This sustained profitability is a testament to the Companys strategic focus, prudent cost management, and unwavering commitment to excellence. Despite the complexities of the current business environment, the Company has successfully leveraged its core competencies and market opportunities to deliver value to its shareholders.

Looking ahead, the Board is optimistic about the Companys future prospects and remains committed to driving sustainable growth while enhancing shareholder wealth through innovation and operational excellence.

3. RESERVE AND SURPLUS

As of March 31, 2026, the Companys reserves and surplus stood at INR 5,558.40 lakhs. This comprises the Retained Earnings balance of INR 400.33 lakhs. Items of other Comprehensive Income showed a cumulative balance of INR 3,163.07 lakhs, The robust reserves underscore the Companys strong financial position and prudent management of equity and earnings.

4. DIVIDEND

The Board of Directors, after a comprehensive evaluation of all relevant factors, including the longterm interests of the Company, its financial performance, future growth requirements, and in alignment with the Companys Dividend Policy, has deemed it prudent not to recommend any dividend for the financial year ended March 31, 2026. This decision reflects the Boards commitment to conserving internal resources to support strategic initiatives and future expansion.

Further, during the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven (7) years. Accordingly, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in terms of Section 124(5) of the Companies Act, 2013.

In line with the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, the Company was not required to file any forms with the Ministry of Corporate Affairs during the year, as no such transfer or related activity arose.

5. COMPANYS PERFORMANCE

The financial year ended March 31, 2026, witnessed a strong operational and financial performance by the Company. The total revenue from operations amounted to Rs. 1,301.43 lakhs, as Compared with previous years revenue of Rs. 1,305.58 lakhs. This was primarily driven by a steady rise in demand across key product categories, deeper market penetration, and strengthened distribution capabilities.

The Profit After Tax (PAT) attributable to shareholders for FY 2025-26 stood at Rs. 108.26 lakhs, as compared to Rs. 79.94 lakhs in FY 2024-25. The consistency in net profit reflects improved operational efficiency, disciplined cost management, and strategic investments in technology and infrastructure.

6. CHANGE IN THE NAME OF THE COMPANY:

There was no change in the name of the Company during the period under review.

7. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2025-26, there are following material changes which affect the financial position of the company:

8. CESSATION OF ASSOCIATE COMPANY, HINDUSTAN AQUA PRIVATE LIMITED

During the year under review, Hindustan Aqua Private Limited ceased to be an Associate Company of the Company with effect from 12th May, 2025.

The Board of Directors of the Company, at its meeting held on 6th May, 2025, considered the investment proposal in the Rights Issue of Hindustan Aqua Private Limited (an Associate Company of the Company), offering 57,00,000 Equity Shares of face value of INR 10/- each, aggregating to INR

5,70,00,000/-, in the proportion of 2:1.

After due deliberation, the Board decided not to participate in the said Rights Issue, since the Company did not have surplus funds available for such investment, and in order to focus its financial resources towards strengthening its own operations and capitalizing on opportunities aligned with the core business objectives of the Company.

Consequent to the allotment of shares by Hindustan Aqua Private Limited on 12th May, 2025 pursuant to the said Rights Issue, and on account of the Companys non-participation therein, the shareholding of the Company in Hindustan Aqua Private Limited stood diluted below the threshold prescribed under the Companies Act, 2013, resulting in Hindustan Aqua Private Limited ceasing to be an Associate Company of the Company with effect from 12th May, 2025.

CHANGE IN PROMOTER COMPANY

During the year under review, the Board of Directors, at its meeting held on 30th May, 2025, considered the Letter of Offer issued by MMG Realtech Private Limited pursuant to the Scheme of Amalgamation between Moon Beverages Limited (Demerged Company) and MMG Realtech Private Limited (Resulting Company), sanctioned by the Honble NCLT, Allahabad Bench. As the Company held Equity Shares in Moon Beverages Limited, its erstwhile Promoter Company, it became entitled to receive either Equity Shares or 7% Non-Cumulative Optionally Convertible Preference Shares (OCPS) of MMG Realtech Private Limited against its holding, and the Board decided to opt for the Preference Shares (OCPS) option.

Consequently, the Companys shareholding in Moon Beverages Limited stands substituted with shareholding in MMG Realtech Private Limited, and Moon Beverages Limited has ceased to be the Promoter Company of the Company, with MMG Realtech Private Limited taking its place.

9. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

During the period under review, the Company has not undertaken any revision of its financial statements or reports for any of the three preceding financial years. This includes both voluntary revisions and any amendments mandated by a judicial authority or regulatory body. The Company confirms that no revision was made to its previously filed financial statements either voluntarily or pursuant to any order passed by a judicial or regulatory authority.

This ensures that the financial position and performance disclosed in the previous years reports remain accurate and consistent, and no significant changes or restatements have been made post the approval of the respective annual financial statements.

10. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review, there was no change in the nature of business of company.

11. REGISTRAR AND TRANSFER AGENT

M/s Mass Services Limited has been appointed as the Registrar and Share Transfer Agent (RTA) of your

Company. They are responsible for handling all matters related to share transfers, dematerialization of shares, and other related services.

M/s Mass Services Limited 2nd Floor, T-34, Block T,

Okhla Industrial Estate, Phase II,

Road, Pocket W, Okhla Phase II,

New Delhi - 110020

12. REPORT ON CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided. The Corporate Governance Report for the financial year ended 31st March, 2026 giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is given as Annexure with this Report.

The Corporate Governance Certificate for the financial year ended 31st March, 2026 issued by M/s. RSH & ASSOCIATES, Company Secretaries in practice is given as Annexure with this Report.

Mr. Kamal Agarwal, Managing Director and Mr. Raushan Kumar Sharma, Chief Financial Officer of the Company, have given their certificate under Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) regarding Annual Financial Statements for the financial year ended 31st March, 2026 is given as Annexure with this Report.

The Managing Director has given certificate under Regulation 34(3) of SEBI-LODR read with Part D of Schedule V of SEBI- LODR regarding compliance with the Code of conducts of the Company for the financial year ended 31st March, 2026 which is given as Annexure with this Report.

13. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report and provides an overview of the industry structure, developments, opportunities, threats, performance, outlook, risks, and internal controls of the Company.

The said report is annexed herewith and forms an integral part of the Boards Report.

Annexure I: Management Discussion and Analysis Report

14. CHANGE IN MEMORANDUM AND ARTICLE OF ASSOCIATION

During the Financial Year under review, there was no change in the Memorandum and Articles of Association of the Company.

15. REGISTERED OFFICE OF THE COMPANY

During the year under review, there was no change in the location of the registered office of the Company. It continues to be situated at 25 Bazar Lane, Bengali Market, New Delhi- 110001.

16. CHANGES IN SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2026 is INR 15,00,00,000/- divided into

1,50,00,000 equity shares having the face value of Rs. 10/- (Rupees Ten) each.

During the period under review, there is no change in the authorised share capital of the company.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 is INR

13,85,00,000/- divided into 1,38,50,000 equity shares having the face value of Rs. 10/- (Rupees Ten) each.

During the period under review, there is no change in the issued, subscribed and paid-up share capital of the Company.

17. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board of Directors of the Company comprised a balanced mix of executive and non-executive directors, including independent directors, with diverse expertise and experience across industries. The composition of the Board and its Key Managerial Remuneration ("KMP") is as follows:

DIN/PAN	NAME OF THE DIRECTOR/KMP	DESIGNATION	DATE OF APPOINTEMNT
02644047	Mr. Kamal Agarwal	Managing Director	05-08-2014
06713077	Mr. Krishna Kumar Agarwal	Non-Executive -NonIndependent Director	22.11.2013
00021590	Mr. Arun Nevatia	Non-Executive - Independent Director	16.10.2020
09692870	Ms. Kusum Sharma	Non-Executive - Independent Director	13.08.2022
07224531	Mr. Gaurav Kumar Gupta	Non-Executive Independent Director	13.08.2025
BTBPS2289A	Mr. Raushan Kumar Sharma	Chief Financial Officer	06.06.2016
A75927	Ms. Muskaan Suhag	Company Secretary & Compliance Officer	13.08.2025

DURING THE FINANCIAL YEAR UNDER REVIEW

- Mr. Gaurav Kumar Gupta (DIN: 07224531), Non-Executive Independent Director has been appointed by the board of directors in their meeting held on August 13, 2025 and later he was regularized in the Annual General Meeting held on September 28, 2025.

- Ms. Anmol Sharma has resigned from the post of Company Secretary and Compliance officer with effect from June 21, 2025 and Ms. Muskan Suhag (ACS: A75927) has been appointed as the Company Secretary and Compliance Officer with effect from August 13, 2025.

- Mr. Arun Nevatia (DIN: 00021590) has been re-appointed as the Independent Director of the Company for a second term of five consecutive years commencing from October 16, 2025 upto October 15, 2030.

- Mr. Kamal Agarwal (DIN: 02644047) has been re-appointed as the Managing Director of the Company for a period of Five years in the Annual General Meeting of the Company held on September 28, 2025.

- Mr. Krishna Kumar Agarwal (DIN: 06713077) has offered himself for re-appointment as a Director, who is liable to retire by rotation at the Annual General Meeting held on 28th September 2025, in accordance with the provisions of Section 152(6) of the Companies Act, 2013.

AFTER THE CLOSURE OF THE FINANCIAL YEAR 2025-26

- Ms. Muskan Suhag has resigned from the Company from the post of Company Secretary and Compliance Officer with effect from August 07, 2026.

Change in Directors/ Key Managerial Personnel till the date of this Report:

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, change in designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S.no. Name	Designation	Nature of change	With effect from
1 Anmol Sharma	Company Secretary and Compliance Officer	Resignation	June 21, 2025
2 Gaurav Kumar Gupta	Non-Executive Non Independent Director	Appointment	August 13, 2025
3 Muskan Suhag	Company Secretary and Compliance Officer	Appointment	August 13, 2025
4 Gaurav Kumar Gupta	Non-Executive Independent Director	Change in Designation (Regularization)	September 28, 2025
5 Krishna Kumar Agarwal	Non-Executive -NonIndependent Director	Re-appointment (Retire by Rotation)	September 28, 2025
6 Arun Nevatia	(Non-Executive Independent Director	Re-appointment	October 16, 2025
7 Kamal Agarwal	Managing Director	Re-appointment	September 28, 2025

18. WOMEN DIRECTOR:

In accordance with the provisions of Section 149(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and other applicable provisions, if any, the Company has complied with the requirement of appointing at least one-woman director on its Board.

In line with this statutory requirement, Ms. Kusum Sharma (DIN: 09692870) was appointed as an Independent Woman Director on the Board of the Company with effect from August 13, 2022. Her appointment reflects the Companys commitment to promoting gender diversity and balanced representation at the Board level.

19. RETIRING BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, all Directors, except Independent Directors, are liable to retire by rotation. One-third of such Directors, who have been longest in office since their last appointment, shall retire at each Annual General Meeting and, if eligible, may offer themselves for re-appointment.

Accordingly, of Mr. Krishna Kumar Agarwal (DIN: 06713077) (Non-Executive Non Independent Director) of the Company, being the Director longest in office among those liable to retire by rotation, is due to retire at the ensuing Annual General Meeting. Being eligible, he has offered himself for reappointment.

20. INDEPENDENT DIRECTORS DECLARATION:

As at the end of the year, the Company had three Independent Directors on its Board, in compliance with the provisions of the Companies Act, 2013 and applicable rules and regulations. The details of the Independent Directors are as follows:

1. Mr. Arun Nevatia (DIN: 00021590) Non-Executive Non-Independent

2. Ms. Kusum Sharma (DIN: 09692870) Non-Executive Non-Independent

3. Mr. Gaurav Kumar Gupta (DIN: 07224531) Non-Executive Non-Independent

Pursuant to the provisions of Section 149(8) of the Companies Act, 2013 read with Schedule IV of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has devised a formal framework for performance evaluation of the Board, its Committees, and individual Directors, including Independent Directors.

In accordance with this framework, performance evaluations from all the Independent Directors were duly received. The evaluation was carried out through a structured questionnaire which covered various aspects such as:

• Participation in Board and Committee meetings;

• Understanding of the Companys business and regulatory environment;

• Contribution to strategic decision-making;

• Safeguarding the interest of stakeholders;

• Upholding high standards of integrity and governance;

• Active engagement in the functioning and effectiveness of the Board.

The Independent Directors have also submitted a declaration confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

Separate meeting of the Independent Directors was held during the financial year 2025-26.

The Board is of the view that and provided valuable guidance and independent judgment in the interest of the Company and its stakeholders.

21. INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 134(3) of the Companies Act, 2013, read with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors is required to state its opinion on the integrity, expertise, and experience (including proficiency) of the Independent Directors appointed during the year.

As the Company is a listed entity, the provisions of Section 149(4) of the Companies Act, 2013, relating to the appointment of Independent Directors are applicable. In compliance with these provisions, the Board has carried out a comprehensive evaluation of the integrity, expertise, and experience of all Independent Directors.

The Board confirms that each of the Independent Directors including current appointment made for Mr. Gaurav Kumar Gupta (DIN:07224531) Non-Executive Independent Director, they possesses the necessary qualifications, skills, and experience required for their role. Their professional background, in-depth knowledge, and expertise in diverse sectors further contribute to the strategic and operational objectives of the Company. Furthermore, the Independent Directors have demonstrated the requisite proficiency as per the criteria specified under the Companies Act, 2013 read with schedule and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and have actively contributed to the governance framework of the Company.

The Board is of the opinion that the Independent Directors meet the independence criteria under Section 149(6) of the Companies Act, 2013, and have the necessary competence to discharge their duties effectively and independently.

22. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company has conducted Seven (7) meetings during the financial year under review. The maximum interval between any two meetings was well within the maximum permissible period of one hundred and twenty days.

The followings Meetings of Board of Directors took place during the Financial Year under review:

S. No.	Date of Meeting	Total Number of directors associated as on the date of meeting	Attendance
			No. of directors Attended	% of attendance
1.	06.05.2025	4	4	100%
2.	30.05.2025	4	4	100%
3.	13.08.2025	5	5	100%
4.	04.09.2025	5	5	100%
5.	14.11.2025	5	5	100%
6.	12.02.2026	5	4	80%
7.	24.03.2026	5	4	80%

Attendance of directors in board meetings:

S. No Name of the Directors	Total No of Board Meeting attended During the year
1 Mr. Kamal Agarwal	7
2 Mr. Krishna Kumar Agarwal	7
3 Mr. Arun Nevatia	7
4 Ms. Kusum Sharma	6
5 Mr. Gaurav Kumar Gupta	4

23. MEETINGS OF THE SHAREHOLDERS

During the period under review, following General Meetings of the shareholders of the Company were held:

Type of Meeting	Date of Meeting	Total no. of shareholder	Attendance
			No. of shareholders attended
Annual General Meeting	28.09.2025	4581	97

24. COMMITTEES OF THE BOARD OF DIRECTORS AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable rules made thereunder and as per Regulation 18 of SEBI (LODR) Regulation, 2015, the Board of Directors of the Company has constituted an Audit Committee. The Committee is entrusted with the responsibility of overseeing the Companys financial reporting process, disclosure of financial information, internal controls, risk management, and audit functions.

Composition of the Committee:

Name of the Committee Member	Designation in Committee	Designation in Company
Mr. Gaurav Kumar Gupta	Chairperson	Non-Executive Independent Director
Mr. Arun Nevatia	Member	Non-Executive Independent Director
Ms. Kusum Sharma	Member	Non-Executive Independent Director
Mr. Krishna Kumar Agarwal	Member	Non-Executive NonIndependent Director

During the year under review, there has been reconstitution of the Audit Committee with effect from November 14, 2025.

Meetings:

The following Meetings of the Audit Committee took place during the Financial Year under review:

Sl. No.	Date of meeting	Total Number of Member as on the date of meeting	Number of Member attended	% of attendance
1	30-05-2025	3	3	100%
2	13-08-2025	3	3	100%
3	04.09.2025	3	3	100%
4	14.11.2025	3	3	100%
5	12.02.2026	3	3	100%

NOMINATION & REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 and the applicable rules framed thereunder and as per Regulation 19 of SEBI (LODR) Regulation, 2015, the Company has duly constituted a Nomination and Remuneration Committee to oversee matters relating to the appointment, performance evaluation, and remuneration of Directors and senior management personnel.

Composition of the Committee:

Name of the Committee Member	Designation in Committee	Designation in Company
Mr. Gaurav Kumar Gupta	Chairperson	Non-Executive Independent Director
Mr. Arun Nevatia	Member	Non-Executive Independent Director
Ms. Kusum Sharma	Member	Non-Executive Independent Director
Mr. Krishna Kumar Agarwal	Member	Non-Executive NonIndependent Director

During the year under review, there has been reconstitution of the Nomination and Remuneration Committee with effect from November 14, 2025.

Meetings:

The following Meetings of the Nomination & Remuneration Committee took place during the Financial Year under review:

S. No.	Date of meeting	Total Number of Member as on the date of meeting	Number of Member attended	% of attendance
1	13-08-2025	3	3	100%
2	04.09.2025	3	3	100%
3	14.11.2025	3	3	100%

The Committee has discharged its responsibilities relating to the formulation of criteria for appointment, evaluation of performance of Directors, and recommendation of remuneration policies for the Directors and Key Managerial Personnel.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and the applicable rules framed thereunder and as per Regulation 20 of SEBI (LODR) Regulation, 2015, the Company has duly constituted a Stakeholder Relationship Committee to oversee matters relating to shareholders and investors interests.

Composition of the Committee:

Name of the Committee Members	Designation in Committee	Designation in Company
Mr. Krishna Kumar Agarwal	Chairman	Non-Executive Non Independent Director
Mr. Gaurav Kumar Gupta	Member	Non-Executive Independent Director
Mr. Arun Nevatia	Member	Non-Executive Independent Director
Ms. Kusum Sharma	Member	Non-Executive Independent Director

During the year under review, there has been reconstitution of the Stakeholder Relationship Committee with effect from November 14, 2025.

Meetings

The following Meetings of the Stakeholder Relationship Committee took place during the Financial Year under review:

S. No.	Date of meeting	Total Number of Member as on the date of meeting	Number of Member attended	% of attendance
1	14.11.2025	3	3	100%
2	12.02.2026	3	3	100%

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE & (CSR) POLICY:

In accordance with the provisions of Section 135 of the Companies Act, 2013, the CSR is not applicable on the company.

INTERNAL COMPLAINTS COMMITTEE:

The Company is committed to providing a safe, secure and respectful workplace for all employees and has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company has constituted an Internal Complaints Committee ("ICC") in accordance with the provisions of the POSH Act to address and redress complaints relating to sexual harassment at the workplace. During the year under review, the Company conducted POSH awareness training for its employees and displayed the requisite awareness posters at prominent locations within its premises to promote awareness of the POSH policy and complaint redressal mechanism. The Company continues to take appropriate measures to ensure a workplace free from discrimination and harassment and to foster a culture of dignity, equality and mutual respect.

Composition of the Committee:

Name of the Member	Designation in Committee
Ms. Khushi Pandey	Presiding Officer-Female
Ms. Savita	Internal Member-Female
Mr. Raushan Sharma	Internal Member-Male
Mr. Vimal Chadha	External Member-Male

25. COMPANYS POLICY ON DIRECTORS. KMPS & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.:

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the constitution of a Nomination and Remuneration Committee is applicable to the Company. Accordingly, the Company has duly constituted the Committee and has formulated a Nomination and Remuneration Policy in line with the provisions of Section 178(3) of the Act.

The Policy lays down the framework for appointment and removal of Directors, Key Managerial Personnel, and Senior Management, as well as the criteria for determining qualifications, positive attributes, and independence of Directors. It also outlines the guiding principles for evaluating their performance and determining their remuneration, ensuring that it is fair, transparent, and aligned with the objectives and long-term interests of the Company.

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

27. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The term "Internal Financial Controls" refers to the policies and procedures adopted by the Company to ensure the orderly and efficient conduct of its business, including adherence to its internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has established and maintained adequate internal financial controls with reference to the financial statements, commensurate with the size and nature of its operations. During the year under review, the effectiveness of such controls was evaluated and tested. Based on the internal assessments and independent audit reviews, no reportable material weaknesses in the design or operation of internal financial controls were observed.

The Board is of the opinion that the Company has sound internal financial controls in place, which are operating effectively and are adequate for ensuring the integrity of its financial reporting and compliance with applicable laws and regulations.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION 12 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the financial year under review, the Statutory Auditors of the Company have not found any such instances and has not reported any fraud committed against the Company by its officers or employees under sub-section (12) of Section 143 of the Companies Act, 2013, except for those which are required to be reported to the Central Government in the prescribed manner as per the Companies (Audit and Auditors) Rules, 2014. The Board of Directors hereby confirms that it has not received any such report from the Statutory Auditors and there have been no material instances of fraud noticed or reported during the year that require disclosure in this Report.

29. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Superior Industrial Enterprises Limited is the holding Company of Babri Polypet Private Limited. The Company also held Hindustan Aqua Private Limited as its Associate Company; however, since the Board, at its meeting held on 6th May, 2025, decided not to participate in the Rights Issue of Hindustan Aqua Private Limited (57,00,000 Equity Shares of INR 10/- each, aggregating to INR 5,70,00,000/-, in 2:1 proportion) due to non-availability of surplus funds, the Companys shareholding stood diluted upon allotment made by Hindustan Aqua Private Limited on 12th May, 2025. Consequently, Hindustan Aqua Private Limited ceased to be an Associate Company of the Company with effect from 12th May, 2025.

30. DEPOSITS:

Pursuant to Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, the Company is permitted to accept deposits from its members, directors, their relatives, and the public (in eligible cases), subject to compliance with relevant conditions.

However, during the year under review, the Company has not accepted any deposits from the public, its members, directors, or their relatives. No amounts were outstanding as deposits at the beginning or end of the financial year. Therefore, the Company has fully complied with the applicable provisions under the Companies Act, 2013.

Below is a summary table:

S. No. Particular(s)	Amount
(i) Deposit Accepted during year	Nil
(ii) Deposit remained unpaid or unclaimed at the end of year	Nil
(iii) Amount of default in repayment of deposit or payment of interest thereon beginning of year	Nil
(iv) Maximum amount of default in repayment of deposits or payment of interest thereon during year	Nil
(v) Amount of default in repayment of deposits or payment of interest thereon end of year	Nil
(vi) Number of cases of default in repayment of deposits or payment of interest thereon beginning of year	Nil
(vii) Maximum number of cases of default in repayment of deposits or payment of interest thereon during year	Nil
(viii) Number of cases of default in repayment of deposits or payment of interest thereon end of year	Nil
(ix) Details of deposits which are not in compliance with requirement of Chapter V of Act	Nil

31. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENT U/S 186 OF THE ACT

In terms of Section 186 of the Companies Act, 2013 and the Rules framed thereunder, details of the Loan given and Investments made by the Company have been disclosed in the Financial Statement for the Financial year ended March 31, 2026.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S SECTION 188 OF THE ACT

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on arms length basis, and in compliance with the provisions of Section 188 of the Companies Act, 2013 and the applicable Rules made thereunder.

In accordance with the requirements of Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Form AOC-2, containing the particulars of contracts or arrangements with related parties as required under Section 188(1), is annexed to this Report as Annexure-V.

33. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The management is adopting all possible measures to conserve energy and absorb latest technology available as is required under the provisions of Section 134(m) of the Companies Act, 2013, and the same is attached as an annexures with annual report.

Earnings	NIL
Outgo	NIL

34. RISK MANAGEMENT POLICY:

The board of directors of the company has adopted a risk management policy pursuant to the applicable provisions of the companies act, 2013 and relevant guidelines. The policy provides a structured and disciplined approach to identifying, assessing, mitigating, and monitoring various risks related to the companys operations and strategic objectives. It enables proactive management of risks across key functional areas including financial, operational, regulatory, technological, and reputational risks.

The risk management framework is periodically reviewed by the board to ensure its effectiveness and alignment with the evolving business environment.

Further details on the companys risk management initiatives, key identified risks, and mitigation strategies have been provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of the annual report.

35. DISCLOSURE ON VIGIL MECHANISM

The Company has established a vigil mechanism through directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The Company has set up initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee. Further information on the subject can be referred to in section "Disclosures"- Whistle-Blower Policy/ Vigil Mechanism of the Corporate Governance Report.

36. EXTRACT OF ANNUAL RETURN:

MCA vide notification dated 05.03.2021 has substituted Rule 12 of The Companies (Management and Administration), Rules, 2014 as follows: - A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose, accordingly the requirement of MGT-9 has been dispensed with, however a copy of Annual Return in form MGT-7 is required to be placed over the website of the Company if any.

In compliance with the amended provisions and the requirements of Section 92(3) of the Companies Act, 2013, read with Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company, being a listed entity, has maintained a functional website and placed the copy of the Annual Return (Form MGT-7).

Accordingly, stakeholders may access the Annual Return at the following web address: https://www.superiorindustrial.in

37. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE.

Sexual harassment at the workplace constitutes a violation of the fundamental rights of a woman as guaranteed under the Constitution of India—namely, the right to equality under Articles 14 and 15, the right to life and to live with dignity under Article 21, and the right to practice any profession or to carry

on any occupation, trade, or business under Article 19(1)(g), which includes the right to a safe and secure working environment.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has adopted a comprehensive policy on the prevention, prohibition, and redressal of sexual harassment at the workplace.

The Company adopts a zero-tolerance policy towards sexual harassment and is committed to fostering a culture of equality, dignity, and respect. All complaints of sexual harassment are taken seriously, handled with the utmost confidentiality, and investigated in a prompt and impartial manner. Strict disciplinary action, including termination of employment, is taken against individuals found guilty of such misconduct. The Company also ensures that no employee is subjected to retaliation or victimization for raising a concern or participating in an inquiry.

Statutory Disclosures:

The details regarding sexual harassment complaints for the financial year 2025-26 are as follows:

S. No. Particular	Status
1. Number of Sexual Harassment Complaints received	0
2. Number of Sexual Harassment Complaints dispose off	0
3. Number of Sexual Harassment Complaint beyond 90 days.	NIL

Your directors further state the following with respect to compliance under the Act:

• No other complaints were pending as of 31st March, 2026.

• The Annual Report, as mandated under the Rules, was duly filed with the District Officer.

• No further action has been initiated either by the Company or by the District Officer in relation to sexual harassment matters.

The company remains unwavering in its commitment to upholding the dignity, rights, and safety of all employees, and continues to ensure full compliance with applicable laws and best practices for a harassment-free workplace.

38. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed by the regulators/courts/tribunal which would impact the going concern status of the Company and its operations in the future.

39. PARTICULARS OF EMPLOYEES:

Section 197 of Companies Act, 2013 deals with the overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits. According to this section, the total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed the prescribed limit.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure - X.

40. STATUTORY AUDITORS

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in its 31st Annual General Meeting held on 25th September, 2022 approved the appointment of M/s. S. Jain and Co., Chartered Accountants, having FRN: 009593N as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting of the Company. The Company has received an eligibility certificate stating that auditor is not disqualified to conduct the statutory audit for the remaining period as per the provision of applicable section of the Companies act, 2013 and other relevant applicable laws, rules and regulations. Further, the Statutory Auditors have issued an unqualified report on the financial statements of the Company for the financial year ended March 31st, 2026, and no qualifications, reservations, or adverse remarks were made in their audit report.

41. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as per Regulation 24A of the SBI (LODR) Regulation, 2015, every listed company is required to annex with its Boards Report a Secretarial Audit Report issued by a Practising Company Secretary.

In compliance with the above requirements, the company has appointed M/s RSH & Associates, a Peer Reviewed Company Secretary Firm (Peer Review Certificate No. 5475/2024) as the Secretarial Auditor of the Company in the Annual General Meeting held on September 28, 2025 for a period of five years commencing from the Financial Year 2025-26 to Financial Year 2029-2030.

The Secretarial Audit Report for the financial year 2025-26, issued in Form MR-3, forms an integral part of this Annual Report and is annexed as Annexure VIII. The Report provides a detailed review of the Companys compliance with applicable laws, secretarial standards, listing regulations, and other regulatory frameworks.

42. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable regulatory requirements, every listed company is required to appoint an internal auditor to conduct internal audit of its functions and activities.

In compliance with the said provisions, the Board of Directors, at its meeting held on May 30, 2025 Reappointed M/s. Kamal Gupta, Chartered Accountants, as the Internal Auditor of the Company for conducting the Internal Audit for the financial year 2025-26.

The Board of Directors confirms that the internal audit function of the Company is operating independently and effectively, and provides valuable inputs in maintaining transparency, accountability, and compliance across all operational areas.

43. COST AUDITOR

In compliance with the provisions of Section 148 of the Companies Act, 2013, read with the Rules framed thereunder, the Board of Directors, at its meeting held on May 30, 2025, re-appointed M/s. Mahesh Singh & Company, Cost Accountants, to conduct the Cost Audit of the cost records maintained by the Company for the Financial Year ended March 31, 2026.

The Cost Report issued by the Cost Auditor of the Company for the Financial Year 2025-2026, does not contain any remark, observation.

44. EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR IN THE AUDIT REPORT:

By the Statutory Auditor:

The Statutory Auditor Report does not contain any adverse remark that requires comments/representation from the board of directors.

By the Secretarial Auditor:

The Secretarial Auditor Report does not contain any adverse remark that requires comments/representation from the board of directors.

By the Internal Auditor:

The Internal Report does not contain any adverse remark that requires comments/representation from the board of directors.

By the Cost Auditors:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is applicable to the Company and Report does not contain any adverse remark that requires comments/representation.

45. SECRETARIAL STANDARDS 1 AND 2

During the financial year under review, all meetings of the Board of Directors and the General Meetings of the Company were duly convened, held, and conducted in accordance with the applicable provisions of the Companies Act, 2013 and in strict compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

The Company has also adopted the revised Secretarial Standards (SS-1 and SS-2), which came into effect from 1st April, 2024, and has ensured that all Board and General Meetings during the year were conducted in accordance with the amended provisions and best governance practices outlined therein.

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

During the year, there has been no case made or proceedings pending under the Insolvency and Bankruptcy Code, 2016. Hence, the said clause is NOT APPLICABLE to the company.

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

During the Financial year under review, the company has not made any one-time Settlement with any party/ies. Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions during the financial year under review.

48. AUDIT TRAIL IN THE ACCOUNTING SOFTWARE

The Ministry of Company Affairs (MCA) vide its notification dated March 24, 2021 and subsequent notification dated April 1, 2022, has made it mandatory for every company to fulfil the requirement of an audit trail feature in their accounting software from April 1st, 2023.

BRIEF ABOUT AUDIT TRAIL

Audit Trail (also called audit log) is a security-relevant chronological record, set of records, and/or destination and source of records that provide documentary evidence of the sequence of activities that have affected at any time a specific operation, procedure, event, or device. An audit trail can further be described as a step-by-step sequential record that provides evidence of documented history of a transaction by which the accounting, trade details, or other financial data can be traced to their source. Audit trails are used to verify and track many types of transactions, including accounting transactions and trades in brokerage accounts.

As per the above-mentioned notification, the company has fulfilled the requirement for an audit trail feature in its accounting software during the reporting period.

49. DESIGNATED PERSON FOR REPORTING OF SIGNIFICANCE BENEFICIARY OWNER

Pursuant to the notification issued by the Ministry of Corporate Affairs dated October 27, 2023, introducing Sub-Rules (4) to (8) in Rule 9 of the Companies (Management and Administration) Second Amendment Rules, 2023, every company is required to designate a person responsible for furnishing information to the Registrar with respect to beneficial interest in shares under the provisions of Section 90 of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules, 2018.

In compliance with Rule 9(4) of the amended Rules, the Company has designated Ms. Anmol Sharma, Company Secretary & Compliance Officer of the company, as the responsible person for ensuring compliance with the SBO framework. However, after her resignation, Ms. Mushan Suhag, Company Secretary and Compliance Officer have been designated as the responsible person for ensuring compliance with the SBO framework.

But after the closure of the Financial Year, Ms. Muskan Suhag has resigned from the post of Company Secretary & Compliance Officer of the company and the Company is under the process of designating a new person for this person.

50. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Ministry of Corporate Affairs, vide Notification G.S.R. 357(E) dated May 30, 2025, introduced the Companies (Accounts) Second Amendment Rules, 2025, thereby amending the Companies (Accounts) Rules, 2014. These amendments, effective from July 14, 2025, mandate enhanced disclosures and compliance reporting with respect to the Maternity Benefit Act, 1961.

Accordingly, the Board of Directors of the Company confirms that:

The Company has duly complied with all the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to, the grant of paid maternity leave, nursing breaks, protection against dismissal during maternity leave, and creche facilities (where applicable). The Company remains committed to maintaining a safe and inclusive workplace for women employees.

51. DISCLOSURE OF OUTSTANDING DUES TO MICRO AND SMALL ENTERPRISES (MSMEs)

In accordance with the provisions of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006, and the corresponding reporting obligations under the Companies Act, 2013, read with MCA Circular No. 01/2019 dated 21^st January 2019, and the amendments reflected in Form MSME-1 and AOC-4 instructions, the Company has identified suppliers registered under the MSMED Act.

The following is the summary of disclosures pertaining to amounts due to Micro and Small Enterprises as on March 31^st, 2026:

Particulars	Amount (INR)
Principal amount remaining unpaid to MSME suppliers beyond 45 days from the date of acceptance	NIL
Interest due thereon as per provisions of the MSMED Act	NIL
Interest actually paid under Section 16 of the MSMED Act	NIL
Amount of further interest remaining unpaid as on the end of the year	NIL

52. STATUTORY DISCLOSURES

(a) None of the Directors of your Company suffers from the disqualification enshrined under the provisions of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

(b) The Company has not defaulted in repayment of loans from banks and financial institutions. GENERAL:

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

• There is no significant material orders passed by the regulators/courts which would impact the going-concerned status of the Company and its future operations.

• The auditor has not reported any fraud under Section 143(12) of Companies Act, 2013 to the Audit Committee or the Board. There has been no application made or pending under the Insolvency and Bankruptcy Code, 2016

• During the period under review, no valuation was carried out as the Company has not entered any one-time settlement.

• The Company has not taken any loans/ Advances or accepted deposits during the period under review.