Supreme Engineering Ltd Directors Report

To

The Members,

Your directors are pleased to present the 39 th Annual Report on business and operations of Supreme Engineering Limited (the Company) together with the Audited Standalone Financial Statements for the Financial Year (FY) ended March 31, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Your Companys performance during the F.Y. ended March 31, 2026 as compared to the previous F.Y. is summarized below:

(Rs. In lakhs)

Particulars	FY 2025-26	FY 2024-25
Total Income	2,529.50	1,742.30
Profit before tax	(122.46)	(949.69)
Profit /(Loss) after tax	(60.03)	(1,180.99)
Profit/(Loss) b/f from previous period	(12,423.51)	(11,242.52)
Prior period adjustment	\u2014	\u2014
Profit for Appropriation Sub Total (A)	(12,483.54)	(12,423.51)
Transfer to General Reserve	\u2014	\u2014
Transfer to Capital Redemption Reserve	\u2014	\u2014
Other Adjustments	4.68	\u2014
Sub Total (B)	4.68	\u2014
Securities Premium (C)	1,035.90	1,035.90
Balance carried to Balance sheet (A-B+C)	(11,442.95)	(11,387.61)

2. STATE OF THE COMPANYS AFFAIRS:

During the year under review, the Company has earned on a standalone basis the total revenue for the Financial Year ended March 31, 2026 stood at Rs. 2,529.50/- Lakhs as against total revenue of Rs. 1,742.30/- Lakhs for the Financial Year ended March 31, 2025. The Company has incurred a net Loss of Rs. 60.03/- Lakhs for the Financial Year ended March 31, 2026 as against net loss of Rs. 1,180.99/- for the Financial Year ended March 31, 2025.

Your directors are hopeful for better performance in the forthcoming year.

3. TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the general reserve for the financial year ended 31 March, 2026.

4. DIVIDEND:

Your directors do not recommend any dividend for financial year 2025-26.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your Company.

6. CHANGE IN NATURE OF BUSINESS:

There has been no change in the business of the Company during the financial year ending March 31, 2026.

7. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

The Company has no subsidiaries/joint venture/ associate for the Financial Year 2025-26.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Subsequent to the end of the financial year, the Company underwent certain material developments relating to its financial position. The secured loan accounts of the Company were classified as NonPerforming Assets (NPA) by the lender on August 19, 2021, and the Company has not serviced the repayment of principal and interest on such borrowings since that date. The Company has incurred losses in the preceding years; however, it has reported marginal profits for the quarters ended June 30, 2025 and December 31, 2025. Thereafter the CIRP initiated against the Company by the Honble NCLT, Mumbai Bench, vide order dated June 23, 2026, was subsequently withdrawn and terminated pursuant to the order dated August 06, 2026, passed under Section 12A of the IBC, pursuant to which the Company resumed control and management of its affairs and operations.

Further, the Company received an One Time Settlement (OTS) proposal from Bank of India dated July 15, 2026, for settlement of its outstanding dues for Rs. 60.32 Crores, which was approved by the Board on August 13, 2026. The Company has deposited Rs. 6.03 Crores, being 10% of the settlement amount, and the balance is payable as per the agreed terms. Upon full settlement, the legal proceedings initiated by the lender are expected to be withdrawn/closed, subject to applicable terms and orders.

9. SHARE CAPITAL:

The paid-up Equity Share Capital as at March 31, 2026 stood at Rs. 2499.50 Lakhs. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

10. LISTING ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED:

The equity shares of the Company continue to be listed on National Stock Exchange of India Limited (Stock Exchange).

The listing fees for FY 2025-26 have been paid to the Stock Exchange.

11. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return has been uploaded on the Companys website on https://supremesteels.com/mgt-7/#flipbook-df 6905/1/

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted in accordance with the requirements of the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

A) Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Sanjay Chowdhri (DIN 00095990), is liable to retire by rotation at the forthcoming AGM and being eligible offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Sanjay Chowdhri (DIN 00095990), for the consideration of the Members of the Company at the ensuing AGM. The relevant details, including profile of Mr. Sanjay Chowdhri (DIN 00095990), is included separately in the Notice of AGM.

As on the date of this Report, the Companys Board comprises of Six (6) Directors viz. 1 Non-Executive- Non-Independent Director, 2 Executive Directors and 3 Non-Executive Independent Directors including women Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.

B) Independent Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence

specified in Section 149(6) of the Act and Regulation 16(1) (b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https://www.supremesteels.com/ .

In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarization programme for the independent directors to familiarize them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarization programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at https://www.supremesteels.com/ .

C) Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder, the following are the Key Managerial Personnel of the Company:

- Mr. Sanjay Chowdhri, Managing Director

- Mr. Pranav Sanjay Chowdhri, CEO

- Mr. Sadashiv Sankappa Bangera, CFO

D) Committees of the Board:

The Company has three Board Committees as on March 31, 2026:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

E) Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company (Policy). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while taking a decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at https://www.supremesteels.com/ .

F) Whistle Blower Policy /Vigil Mechanism:

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and provide adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Companys website at https://www.supremesteels.com/ .

G) Performance Evaluation:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria have been explained in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

H) Number of Meetings of the Board:

During the financial year ended March 31, 2026, Thirteen (13) meetings of the Board of Directors were held. The details of the meetings are as under:

Sr. No.	Date of Meeting
1	15-04-2025
2	30-05-2025
3	12-06-2025
4	17-06-2025
5	02-07-2025
6	08-09-2025
7	27-10-2025
8	28-10-2025
9	31-10-2025
10	17-12-2025
11	18-12-2025
12	02-01-2026
13	13-02-2026

The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

I) Remuneration of Directors, Key Managerial Personnel and Senior Management:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Act, the Directors of the Company state and confirm that:

a. in the preparation of the annual accounts for the financial year 2025-26, the applicable accounting standards had been followed and there are no material departures from the same.

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 as at March 31, 2026 and of the profit and loss of the Company for that period;

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

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

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

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

14. PARTICULARS OF LOANS, GUARANTEE, AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31, 2026, have been disclosed in the Notes to the Financial Statements of the Company.

15. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company, as the Company does not fall within the prescribed thresholds specified under the said provisions.

Accordingly, the Company is not required to constitute a CSR Committee, formulate a CSR Policy, or undertake any CSR activities during the financial year under review.

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

Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on continues basis undertakes programs of conserving energy. The details of the same are as follows:

A. Conservation of energy

Steps taken/ impact on Conservation of energy, with special reference to the following:

(i) Steps taken by the Company for optimizing electrical consumption:

Steps taken by company for optimizing electrical consumption: Installation of capacitors for reduction of PF thereby saving electricity consumption.

(ii) Capital Investment on energy conversion equipments - N.A.

B. Technology absorption:

1. Efforts in brief made towards technology absorption -N.A.

2. Benefits derived as a result of the above efforts, for e.g., products improvement, cost reduction, product development, import substitution, etc, - N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

C. Foreign exchange earnings and Outgo Foreign Exchange Earnings/ Outgo:

The details of Foreign Exchange Earnings and outgo are as follows: Rs. In Lakhs

Particulars	For the year ended 31st March, 2026	For the years ended 31st March 2025
Foreign Exchange Earnings - F.O.B value of exports	39.75	51.32
Foreign Exchange Outgo - Travelling Expenses	5.34	14.84

17. RISK MANAGEMENT:

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

18. APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Subsequent to the end of the financial year, proceedings under the Insolvency and Bankruptcy Code, 2016 (IBC) were initiated against the Company and the Corporate Insolvency Resolution Process (CIRP) was commenced pursuant to the order of the Honble National Company Law Tribunal (NCLT), Mumbai Bench, dated June 23, 2026.

Subsequently, pursuant to an application filed under Section 12A of the IBC, the Honble NCLT, Mumbai Bench, vide its order dated August 06, 2026, passed in IA (I.B.C)/3402(MB)2026, approved the withdrawal of the CIRP.

Accordingly, the CIRP of the Company stands withdrawn and terminated, and the Company has resumed control and management of its affairs and operations. As on the date of this Report, no CIRP proceedings are pending against the Company.

The Company has made the necessary disclosures in this regard in accordance with the applicable provisions of law.

19. DISCLOSURE ON ONE TIME SETTLEMENT:

Subsequent to the end of the financial year, the Company received an One Time Settlement (OTS) letter dated July 15, 2026 from Bank of India in respect of the credit facilities availed by the Company. The OTS proposal was approved and accepted by the Board of Directors on August 13, 2026.

Under the OTS, the total settlement amount is Rs. 60.32 Crores, payable within 90 days from the date of acceptance. The Company has already deposited Rs. 6.03 Crores, being 10% of the settlement amount, and the balance amount shall be paid as per the agreed terms and schedule.

The OTS is intended to reduce the debt liability of the Company and resolve the outstanding dues with the lender. Upon receipt of the entire settlement amount, the legal proceedings initiated by the lender, including proceedings under the SARFAESI Act, 2002 and before the Honble NCLT, shall be withdrawn/closed, subject to the applicable terms and orders of the respective authorities.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

Subsequent to the end of the financial year, the Honble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated June 23, 2026, commenced the Corporate Insolvency Resolution Process (CIRP) against the Company pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC).

Subsequently, pursuant to an application filed under Section 12A of the IBC, the Honble NCLT, Mumbai Bench, vide its order dated August 06, 2026, passed in IA (I.B.C)/3402(MB)2026, approved the withdrawal of the CIRP.

Accordingly, the CIRP of the Company stands withdrawn and terminated, and the Company has resumed control and management of its affairs and operations. As on the date of this Report, no CIRP proceedings are pending against the Company.

21. AUDITORS:

A) Statutory Auditors & their Report:

M/s. Rachna Patel & Co., Chartered Accountants (Firm Registration No. 141585W), were appointed as the Statutory Auditors of the Company. Subsequently, M/s. Rachna Patel & Co., Chartered Accountants (FRN: 141585W), resigned from the office of Statutory Auditors on April 29, 2025, resulting in a casual vacancy in the office of Statutory Auditors of the Company.

To fill the said casual vacancy, the Board of Directors appointed M/s. Rushabh Davda & Associates, Chartered Accountants (FRN: 156559W), as the Statutory Auditors of the Company to conduct the Statutory Audit for the financial year ended March 31, 2025.

The Board of Directors, based on the recommendation of the Audit Committee, proposes the reappointment of M/s. Rushabh Davda & Associates, Chartered Accountants (FRN: 156559W), as the Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 38th Annual General Meeting (AGM) until the conclusion of the 43rd AGM of the Company, to be held for the financial year 2030-31, at such remuneration as may be determined by the Board of Directors.

M/s. Rushabh Davda & Associates, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the financial year ended March 31, 2026. The Auditors Report on the Financial Statements of the Company for the financial year ended March 31, 2026 forms part of this Annual Report. The Auditors Report contains a qualification.

The Board has taken note of the observations and qualification made by the Statutory Auditors and is committed to taking appropriate corrective measures to address the matters highlighted in the Auditors Report. The Board shall ensure necessary compliance with the applicable provisions of the Companies Act, 2013 and other applicable laws and regulations in the future and shall endeavour to strengthen the Companys processes and controls to avoid recurrence of such matter.

B) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. HRU & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2026.

The Secretarial Audit Report issued by Mr. Hemanshu R. Upadhyay, Practicing Company Secretary, in Form MR-3, forms part of this Report as Annexure I.

The observations, qualifications, if any, contained in the Secretarial Audit Report, are provided in the relevant annexure to this Report.

C) Cost Auditor:

In accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, framed thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. M/s. Dinesh Jain & Company (FRN: 100583), Cost Accountants carried out the cost audit for applicable businesses for FY 2025-26.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Dinesh Jain & Company (FRN: 100583), Cost Accountants, as the Cost Auditors for the financial year 2026-27.

The Company has received a certificate from M/s. Dinesh Jain & Company (FRN: 100583), confirming that they are not disqualified from being appointed as the Cost Auditors of the Company. The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. Dinesh Jain & Company (FRN: 100583), Cost Accountants, is included at Item No.5 of the Notice of the ensuing AGM.

D) Reporting of Frauds:

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

22. DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT:

The Company has adopted a Sexual Harassment Policy on prevention, prohibition, and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy is available at the Registered Office of the Company and is accessible to all the employees of the Company. The Company has not received any complaints during the FY under review.

23. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

24. CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Report as Annexure II.

25. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the

effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

26. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

Male	21
Female	10
Transgender	Nil

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Act during the FY were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

28. PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employees remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standard 1 and Secretarial Standard 2 relating to Board and General Meetings issued by the Institute of Company Secretaries of India.

30. APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to

express their sincere appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board Supreme Engineering Limited,

Sd/-

Sanjay Chowdhri

Chairman and Managing Director

DIN: 00095990

Date: September 01, 2026 Place: Navi Mumbai