Dear Members,
The Board of Directors have pleasure in presenting the 21st Boards Report of the Company together with the Audited financial statements (standalone and consolidated) for the financial year ended 31 March, 2026.
FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS
The Companys financial performance for the year ended 31 March, 2026 is summarized below:
(Amount in Rs.In Lakhs)
| Particulars | STANDALONE 2025-26 | STANDALONE 2024-25 | CONSOLIDATED 2025-26 | CONSOLIDATED 2024-25 |
| Revenue from operations | 19,007.73 | 14,479.83 | 18,164.04 | 14,871.70 |
| Other Income | 233.51 | 355.61 | 46.12 | 81.80 |
| Total Income | 19,241.24 | 14,835.44 | 18,210.16 | 14,953.50 |
| Cost of Consumption | 14,907.94 | 11,410.33 | 13,539.56 | 11,175.56 |
| Other Direct Expenses | 245.05 | 151.84 | 263.74 | 166.48 |
| Employee Benefit Expenses | 431.84 | 307.10 | 454.29 | 327.03 |
| Finance Costs | 241.58 | 198.49 | 302.64 | 254.25 |
| Depreciation And Amortization Expenses | 165.26 | 38.62 | 174.24 | 47.26 |
| Other Expenses | 557.70 | 333.13 | 624.03 | 377.90 |
| Total Expenses | 16,549.37 | 12,439.52 | 15,358.50 | 12,348.50 |
| Profit/(Loss) before Tax | 2,691.87 | 2,395.92 | 2,851.66 | 2,605.00 |
| Current Tax | 530.75 | 524.68 | 666.28 | 700.06 |
| Deferred Tax | 117.06 | 11.20 | 117.45 | 12.11 |
| Tax Adjustment for earlier years | - | - | 0.37 | - |
| Profit/Loss After Tax | 2,044.06 | 1,860.04 | 2,067.56 | 1,892.84 |
COMPANY PERFORMANCE OVERVIEW:
During the financial year 2025-26, total revenue from operations on a standalone basis stood at Rs.190.07 crores as against Rs.144.79 crores in the previous year 2024-25 registering a growth of 31.27%. The total expenditure of the company was Rs. 165.49 Crores (on Standalone basis) as against Rs. 124.39 Crores in the previous year 2024-25, an increase of 33.04%. Profit before exceptional items and tax for the current year is Rs. 26.91 crores as against Rs. 23.95 crores in the previous year 2024-25 a growth of 12.35%. Profit after tax for the current year is Rs. 20.44 crores as against Rs. 18.60 crores in the previous year 2024-25 a growth of 9.89%.
During the financial year 2025-26, total revenue from operations on a consolidation basis was Rs. 181.64 crores as against Rs. 148.72 crores in the previous year 2024-25 registering a growth of 22.13%. The total expenditure of the company was Rs. 153.58 Crores (on Consolidation basis) as against Rs. 123.48 Crores in the previous year 2024-25, an increase of 24.37%. Profit before exceptional items and tax for the current year is Rs. 28.51 crores as against Rs. 26.05 crores in the previous year 2024-25 a growth of 9.44%. Profit after tax for the current year is Rs. 20.67 crores as against Rs. 18.92 crores in the previous year 2024-25 a growth of 9.24%.
As the companys business primarily falls within a single business segment, there is no disclosure to be provided under Accounting Standard 17, "Segment Reporting. There has been no change in the legal status of the Company during the year under review. The Company continues to operate in the same class and category as in the previous year. The financial year of the Company remains unchanged. The Company continues to follow the financial year commencing on 1st April and ending on 31st March, in accordance with the provisions of the Companies Act, 2013.
No acquisition, merger, activities were undertaken during the year under review. The operations of the Company continued in the normal course of business without any structural or strategic changes. The Company has not acquired, assigned, or developed any material Intellectual Property Rights during the year under review.
Boards Report
BUSINESS OUTLOOK
The Company is mainly engaged in the business of manufacturing, up-gradation, and refurbishment of transformers ranging from Power Transformer, Generator Transformer, Windmill Transformer, Distribution Transformer, Isolation Transformer, Solar Transformer, Energy Efficient Transformer, Converter and Rectifier Transformer.
Considering the continued increase in expenditure on infrastructure development along with the positive trajectory of the overall economy, the Company anticipates a significant expansion in its order book. This anticipated growth is expected to strengthen the Companys business position and will be reflected in higher revenues as well as improved profitability in the forthcoming periods
A more detailed explanation of the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report.
CHANGE IN THE NATURE BUSINESS OF COMPANY
During the year under review, there was no change in the nature of the Companys business.
LISTING OF THE COMPANY
The Shares of your Company are listed on Platform of "Emerge Platform on National Stock Exchange". The annual Listing Fees for the Year 2026-27 has been paid to the exchange.
SHARE CAPITAL
A. AUTHORIZED SHARE CAPITAL
During the financial year under review, the Authorized Share Capital of the Company was
increased from RS. 25,00,000,000 (Rupees Twenty-five Crore Only) divided into 2,50,000,000
(Two crore Fifty Lakhs only) Equity Shares of RS. 10/- each to RS. 35,00,00,000 (Rupees
Thirty-five Crore Only) divided into 3,50,00,000 (Three crore and Fifty Lakhs) Equity
Shares of RS. 10/- each, pursuant to the approval of the Members at the 01/2025-2026 Extra
Ordinary General Meeting (EGM) held on July 14, 2025.
Accordingly, as on March 31, 2026, the Authorized Share Capital of the Company stood at RS. 35,00,00,000 (Rupees Thirty Five Crore Only) divided into 3,50,00,000 (Three Crore Fifty Lakhs) Equity Shares of RS. 10/- each.
B. PAID-UP SHARE CAPITAL
As on March 31, 2026 the issued, subscribed and paid-up capital of the Company is
24,99,11350 Rupees comprising of 2,49,91,135 shares of Rs. 10/- each.
C. ISSUE OF CONVERTIBLE WARRANTS THROUGH PREFERENTIAL BASIS
During the financial year under review, pursuant to the approval of the Members and in
accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and other applicable laws, the Company allotted
12,47,000 Convertible Warrants on a preferential basis at an issue price of RS 169/- per
Warrant, each convertible into one Equity Share of RS 10/- each within 18 months from the
date of allotment. NSE Limited granted its in-principle approval on August 13, 2025, and
the Board allotted the Warrants on August 27, 2025.
Apart from the above, there was no change in the issued, subscribed and
paid-up capital of the Company, during the year. Further it is hereby confirmed that,
during the year under review the Company has not:
i) issued any shares, warrants, debentures, bonds, or any other convertible or
non-convertible securities.
ii) issued equity shares with differential rights as to dividend, voting or otherwise
iii) issued any sweat equity shares or ESOPs to its directors or employees
iv) made any change in voting rights
v) reduced its share capital or bought back shares
vi) changed the capital structure resulting from restructuring
vii) failed to implement any corporate action
The Companys securities were not suspended for trading during the year since its listing.
UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS:
During the financial year ended 31st March 2026, the Company had raised an aggregate amount of Rs. 5,26,85,750 /- through Preferential Issue of 12,47,000 (Twelve Lakh Forty Seven Thousand) Fully Convertible Warrants. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.
The Board confirms that, as on the date of this Report there was no deviation(s) or variation(s) in the utilization of Preferential issue proceeds from the objects as stated in the PAS 4 & notice to the Shareholders
The Board confirms that the preferential issue of Convertible Warrants, their subsequent conversion into Equity Shares, and the utilisation of the issue proceeds were carried out in compliance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.
DIVIDEND
The Board considering the need to conserve capital to fund the expansion activities as well as to augment working capital requirements thus decided not to recommend any dividend for the financial year ended March 31, 2026.
To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Distribution Policy since listing of its shares. The policy has been displayed on the Companys website at link https://www.supremepower.in/policy-Files/P11_Dividend%20Distribution%20Policy.pdf
UNCLAIMED DIVIDEND
In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund ("IEPF") of the Central Government.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to any of the reserves by the Company. The Board has decided to retain the entire amount of profit for FY26 in the distributable retained earnings.
QUALITY ASSURANCE
Your Company poses ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 certificates in the area of Design, Manufacture, Services and Supply of Transformers. The Company has its Quality Management System certified by TUV/QACS.CPRI ("Central Power Research Institute") has type tested our transformers upto 25MVA/110kV Voltage Class. Right from manufacturing to distribution, the company has consistently delivered competitive edge in the form of robust, foresighted, and quality products.
AWARDS, RECOGNITION AND CERTIFICATIONS
The company has obtained various certifications which includes ISO Certificate 45001:2018, 14001:2015, 9001:2015 and BIS 6700052811 which stands testimony for the highest standards of quality and safety maintained by the Company in respect of its products.
The company has been awarded the MSME Ratna Award for Electronics Innovation and Engineering Excellence on December 22, 2025 by Chamber of Indian Micro Small & Medium Enterprises, this recognition is a testament to our companys commitment to excellence and innovation in the MSME sector. It highlights our dedication to quality, customer satisfaction, and our strategic initiatives aimed at driving growth and strengthening our market position. Disclosure of MSME Ratna Award is available at Companys website at https://www.supremepower.in/IPO_pdf/UpdateMSMEaward.pdf
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments 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 this report, which forms part of this report.
MATERIAL EVENTS DURING THE YEAR:
The following are the significant events taken place during the year under review:
a) Increase in Authorised Share Capital:
Pursuant to the approval of the shareholders at the Extraordinary General Meeting held on
July 14, 2025, the authorised share capital of the Company was increased from Rs.25 Crores
to Rs.35 Crores to facilitate the proposed preferential issue of securities.
b) Alteration of Memorandum of Association:
During the year, the Capital Clause of the Memorandum of Association of the Company was
altered with the approval of the shareholders at the Extraordinary General Meeting held on
July 14, 2025 consequent to the increase in the authorised share capital of the Company
from Rs.25,00,00,000 (Rupees Twenty-Five Crore Only) to Rs.35,00,00,000 (Rupees
Thirty-Five Crore Only).
c) Preferential Issue of Convertible Warrants:
Pursuant to the approval of the Shareholders at their Extra Ordinary general Meeting held
on July 14, 2025 and subsequent approval of the Board of Directors at their meeting held
on August 27, 2025, the Company completed preferential issue Convertible Warrants by
allotting 12,47,000 (Twelve Lakh Forty Seven Thousand) Convertible Warrants at an issue
price of Rs.169/- per Warrant comprising Rs.10/- towards the face value of the equity
share and Rs.159/- towards securities premium. Each warrant is carrying a right to
subscribe to one equity share of face value Rs.10/- at a premium of Rs.159/- per share.
In accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the warrant holders paid 25% of the issue price at the time of allotment on August 27, 2025. The balance 75% of the issue price is payable upon exercise of the warrants within 18 months from the date of allotment. Upon receipt of the balance consideration, the warrants shall be converted into equity shares in the ratio of one equity share for every one warrant.
DEPOSITS
The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.
BORROWINGS
As on March 31, 2026, an amount of Rs.4572.71 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans. The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank. The details of the borrowings are disclosed under the head "Long Term Borrowings and Short Term Borrowings" in respective Note Nos. 6 and 9 of Notes to the Financial Statements.
COMPLIANCE OF SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) & 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year
ended March 31, 2026, the applicable accounting standards 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, 2026 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 for the financial year ended March 31,
2026 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.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT
The Company has not given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year coming under the purview of Section 186 of the Companies Act, 2013 during the year under review except extension of Corporate guarantee of up to Rs.14.70 Crore (Rupees Fourteen crore seventy lakhs Only) to secure the Loan facility avalied by M/s Danya Electric Company, a partnership firm wherein the Company holds 90% share in the capital and that the investment in the partnership firm viz., Danya Electric Company, the details of investments and guarantee provided are disclosed under Note.14 of the Notes to financial statements.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT
All the transactions with related parties during the year were on arms length basis and in the ordinary course of the business. Related party transactions entered into by the Company during the year were approved by the audit committee and the Board from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report. The Company has also obtained approval of the shareholders for related party transactions which are material in nature irrespective of the fact that they are on arms length basis and in the ordinary course of the business. The details of materially significant related party transactions entered into by the Company are disclosed in Form AOC-2 pursuant to Section 134(3) of the Act and enclosed as Annexure - 1 to this report.
All transactions with related parties are in accordance with the RPT Policy. The policy on materiality formulated by the Board can be accessed at https://supremepower.in/ of related party transactions and dealing with related party transactions ("RPT Policy").
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://www.supremepower.in/Financial_repo.php
DIRECTORS OR KEY MANAGERIAL PERSONNEL:
A. COMPOSITION OF THE BOARD OF DIRECTORS:
As of 31st March 2026, the Board of Directors comprised of 5 Directors which includes 2 Executive Directors viz., the Chairman & Managing Director and a Whole-Time Director, 2 Independent Directors (including 1 women Independent Director) and 1 Non-Executive Director.
The following are Board of Directors/KMPs of the Company during the year under review as on 31.03.2026:
| Name | DIN/PAN | Designation |
| Mr. Vee Rajmohan | 00844400 | Chairman & Managing Director |
| Mr. Vishwambran Nair Pradeep Kumar | 10218276 | Whole-time director |
| Mr. Devaraja Iyer Krishna Iyer | 09290465 | Non-Executive Non-Independent Director |
| Mrs. Saimathy Soupranainen | 07657046 | Non-executive Independent Director |
| Mr. Perumal Ravikumar | 09683689 | Non-executive Independent Director |
| Mr. Thulasiraman Boologa Nathan | ADFPN2937F | CFO |
| Ms. Priyanka Bansal | BWIPB9839H | Company Secretary & Compliance Officer |
Brief profile of Directors is available at Companys website at https://www.supremepower.in/BOD.php. The composition of the Board consists of a combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising of Independent Directors
B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During the Financial Year 2025-26, the Company held 9 (Nine) meetings of the Board of Directors, which were held on 22nd May, 2025, June 13, 2025, June 18, 2025, July 10, 2025, August 13, 2025, August 27, 2025, November 12, 2025, February 09, 2026, and March 26, 2026, the provisions of Section 173 and other applicable provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.
The composition of the board and the details of meetings attended by its members during the financial year 2025-2026 are given below:
| SNO DIRECTOR | DESIGNATION | NO. OF MEETING ENTITLED | NO. OF MEETING ATTENDED |
| 1 Mr. Vee Rajmohan | Chairman & Managing Director | 9 | 9 |
| 2 Mr. Vishwambran Nair Pradeep Kumar | Whole Time Director | 9 | 9 |
| 3 Mr. Devaraja Iyer Krishna Iyer | Non-Executive Non-Independent Director | 9 | 9 |
| 4 Mrs. Saimathy Souparmainen | Independent Director | 9 | 9 |
| 5 Mr. Perumal Ravikumar | Independent Director | 9 | 9 |
Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board at the meetings covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board.
Adequate notice is given to all directors for the meetings of the Board and Committees. Except where consent of directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.
The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / re-appointed had possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, none of the Directors has incurred any disqualification under Sections 164(1) or 164(2) of the Companies Act, 2013.
The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings. Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.
C. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Devaraja Iyer Krishna Iyer, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment.
D. KEY MANAGERIAL PERSONNEL:
Mr. Vee Rajmohan, Chairman & Managing Director, Mr. Vishwambran Nair Pradeep Kumar, Whole-Time Director, Mr. Thulasiraman Boologa Nathan, Chief Financial Officer and Ms. Priyanka Bansal, Company Secretary are the Key Managerial Personnel ("KMP") of the Company in accordance with the provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
E. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
There were no changes in the composition of Directors and KMP of the Company.
AUDITORS AND AUDITORS REPORT
A. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. P P N
and Company, Chartered Accountants, (FRN: 013623S) were appointed as Statutory Auditors of
the Company for a term of five consecutive years, to hold office from the conclusion of
the Eighteenth (18th) Annual General meeting held on September 29, 2023 until the
conclusion of Twenty-third (23rd) AGM of the Company to be held in the calendar year 2028.
The Auditors have also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India (ICAI). M/s. P P N and
Company have confirmed that they are not disqualified from continuing as the Statutory
Auditors of the Company and satisfy the prescribed eligibility criteria.
M/s. P P N and Company, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2025-26, which forms part of the Annual Report 2025-26. There are no observations including any qualification, reservation, adverse remark or disclaimer of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.
B. COST AUDITOR, COST RECORDS AND COST AUDIT / COMPLIANCE:
The Company has made and maintained cost accounts and records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013.
For the financial year 2025-26, M/s. N. Sivashankaran & Co., Cost Accountant, Chennai, Membership No- 26818, Firm Registration No: 100662, have conducted the audit of the cost records of the Company. The audit is in progress and the report will be filed with the Ministry of Corporate Affairs within the prescribed period.
In accordance with the provisions of Section 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s N. Sivashankaran & Co., Cost Accountants, Chennai, Membership No- 26818, Firm Registration No: 100662, as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2026-2027. The remuneration of the Cost Auditors for the FY 2026-27 is being placed before the Members for ratification at the ensuing Annual General Meeting.
C. SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS REPORT
In compliance with the provisions of Section 204(1) and other applicable provisions of the
Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of
Directors, based on the recommendation of the Audit Committee, approved the appointment of
M/s. SKD & Associates, Practicing Company Secretaries, (Firm Regn. No. S2023TN958600)
as the Secretarial Auditor of the Company for a period of five (5) consecutive financial
years commencing from the financial year 2025-26 to the financial year 2029-30, which was
subsequently approved by the shareholders at the Annual General Meeting of the Company
held on 19th September 2025. M/s. SKD & Associates has given consent and confirmed
that he is not disqualified from being appointed as the Secretarial Auditor of the Company
and satisfies the eligibility criteria.
The Secretarial Audit report submitted by them for the financial year 2025-26 in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act received from M/s. SKD & Associates is provided in Annexure III forming part of this report. The secretarial audit report for financial year 2025-26 does not contain any qualification or reservation or observation or adverse remark and the same is self-explanatory
D. INTERNAL AUDITOR:
As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, Appointed M/s Jeevan & Associates, Chartered Accountant, as Internal Auditor to conduct Internal Audit for the Financial Year 2025-2026. The Internal Audit reports are periodically reviewed by the Audit Committee.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company.
The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.
The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.
COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.
The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
The Company has in place an Anti-Sexual Harassment Policy 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 at workplace. All employees (permanent, contractual, temporary, trainees) are covered under the Anti-Sexual Harassment Policy. The Prevention, Prohibition & Redressal of Sexual Harassment at the Workplace of the Company can be accessed at https://www.supremepower.in/policy-Files/P06_ POSH%20 Policy.pdf
The following is a summary of sexual harassment complaints received and disposed off during the year 2025-2026.
| No. of complaints at the beginning of the year | Nil |
| No. of complaints received during the year | Nil |
| No. of complaints disposed of during the year | Nil |
| No. of cases pending for more than ninety days during the financial year | Nil |
| No. of complaints at the end of the year | Nil |
| No. of workshops or awareness program against sexual harassment carried out | Two |
| Nature of action taken by employer or District officer | Nil |
DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the grant of maternity leave, work-from-home options where applicable, and provision of creche facilities as required. The Company remains committed to ensuring a safe and supportive work environment for its women employees and extends maternity benefits and other statutory entitlements in accordance with the provisions of the Act, wherever applicable.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2025-26 in the prescribed format are annexed as Annexure- IV.
RISK MANAGEMENT
Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.
During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.
Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, and mitigation planning, monitoring, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans are developed to lessen their impact if they occur.
The Risk Management Policy of the Company can be accessed at https://www.supremepower.in/policy-Files/P13_Risk%20 Management%20Policy.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE V to this Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www.supremepower.in/policy-Files/P14_ Policy%20on%20Board%20Diversity%20and%20 Director%20Attributes.pdf and https://www.supremepower.in/policy-Files/P05_ Remuneration%20Policy.pdf
MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES
The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2025-26 was in accordance with the NRC Policy of the Company. Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the remuneration and other details as required are annexed to this Report as ANNEXURE- VI.
PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
As on March 31, 2026, the company does not have any subsidiary company. However, the Company is a majority partner in M/s. Danya Electric Company, a partnership firm. The Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards, and the salient features of the financial statements of the said firm in Form AOC-1 are annexed to the Financial Statements as Annexure- II.
Danya Electric Company - Firm is engaged in the business manufacture transformers, repairs and recondition of the same, in the same line as its Parent Entity. For the year ended March 31, 2026, the Firm has earned a total income of Rs. 41,98,34,234.70/- as against Rs. 28,56,38,215/- in the previous year and has made Profit after Tax of the Rs. 2,35,01,162/- as against Rs. 3,28,02,922/- in the previous year. A summary of the financial performance of the said firm is provided below:
(Amount in YTD.)
| Particulars | Financial year 2025-26 (in Rs. In Lacs.) | Financial year 2024-25 (in Rs. In Lacs.) | Financial year 2025-26 % of Contribution to the Overall Performance of consolidated entity | Financial year 2024-25 % of Contribution to the Overall Performance of consolidated entity |
| Revenue From operation(gross) | 4,174.22 | 2,834.96 | 22.98% | 19.06% |
| Other Income | 24.12 | 21.42 | 52.29% | 26.19% |
| Total Revenue | 4,198.34 | 2,856.38 | 75.27% | 45.25% |
| Total Expenditure | 3,818.06 | 2,343.42 | 23.30% | 19.05% |
| Depreciation and amortizations | 8.98 | 8.65 | 5.43% | 18.30% |
| Profit/(Loss) before Tax | 371.30 | 504.31 | 13.02% | 19.36% |
| Current Tax | 135.53 | 175.38 | 20.34% | 25.05% |
| Deferred Tax | 0.76 | 0.90 | 0.64% | 7.43% |
| Profit/(Loss) after Tax | 235.01 | 328.03 | 11.36% | 17.33% |
PARTICULARS OF EMPLOYEES:
Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development. The Government of India notified the implementation of the four Labour Codes with effect from November 21, 2025, consolidating 29 existing labour laws. The Company has assessed the impact of the Labour Codes, including the restructuring of employee compensation, based on the applicable framework, draft rules, FAQs and legal advice, and the financial impact is not material. The Company continues to monitor the finalisation of the Central/State Rules and other Government clarifications and will give appropriate accounting effect, wherever required.
No employees of the Company are drawing remuneration in excess of the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
As on the end of the Financial Year, the Company has 112 employees (including the employees on contract basis). Details are as under:
| Male | 108 |
| Female | 4 |
| Transgender | 0 |
RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
The Company does not have any Holding or Subsidiaries Company as on 31 March, 2026. Accordingly, the disclosure requirements relating to the receipt of remuneration or commission by the Managing Director or Whole-time Director from the holding or subsidiary company, as prescribed under Section 197 of the Companies Act, 2013, read with the applicable Rules, are not applicable to the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2026.
CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply to a listed entity which has listed its specified securities on the SME Exchange, except the provisions of Regulation 23 (Related Party Transactions) of the LORD Regulations which are applicable to the Company. Accordingly, the Company ensures that all related party transactions are undertaken in compliance with Regulation 23, including review and approval by the Audit Committee / Board of Directors, shareholder approvals wherever required, and disclosure of material related party transactions in the prescribed manner.
The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.
COMMITTEES OF THE BOARD
The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:
As on 31 March, 2026, the company has five Board level committees:
A) Audit Committee
B) Nomination and Remuneration Committee
C) Stakeholders Relationship Committee
D) Risk Management Committee
E) Corporate Social Responsibility Committee
The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.
A. AUDIT COMMITTEE
The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Company Secretary acts as Secretary to the Committee
During the Financial Year 2025-26, the Company held 04 (Four) Audit Committee meetings on 22nd May, 2025, 13th August, 2025, 12th November, 2025 and 09th February, 2026
The following Directors are the members of Audit Committee and the details of meetings attended by its members during the financial year 2025-26 are given below:
| SNO DIRECTOR | Designation in the Committee | NO. OF MEETING ENTITLED | NO. OF MEETING ATTENDED |
| 1 Ms. Saimathy Soupranainen (DIN: 07657046) | Chairman | 4 | 4 |
| 2 Mr. Perumal Ravikumar (DIN: 09683689) | Member | 4 | 4 |
| 3 Mr. Vee Rajmohan (DIN: 00844400) | Member | 4 | 4 |
All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.supremepower.in/
B. NOMINATION AND REMUNERATION COMMITTEE
In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company viz. https://www.supremepower.in/policy-Files/P14_ Policy%20on%20Board%20Diversity%20and%20Director%20Attributes.pdf and https://www.supremepower.in/policy-Files/P05_ Remuneration%20Policy.pdf.
During the Financial Year 2025-26, the Company held 01 (One) Nomination and Remuneration Committee meetings on 22nd May, 2025.
The following Directors are the members of nomination and Remuneration Committee and the details of meetings attended by its members are given below:
| SNO | DIRECTOR | Designation in the Committee | NO. OF MEETING ENTITLED | NO. OF MEETING ATTENDED |
| 1 | Mr. Perumal Ravikumar (DIN: 09683689) | Chairman | 1 | 1 |
| 2 | Ms. Saimathy Soupranainen (DIN: 07657046) | Member | 1 | 1 |
| 3 | Mr. Devaraj Iyer Krishna Iyer (DIN: 09290465) | Member | 1 | 1 |
The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.supremepower.in/.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
The following Committee of Directors looks after the Investor Grievances. During the Financial Year 2025-26, the Company held 01 (one) Stakeholders Relationship Committee meetings on 26th March, 2026.
The composition of the Committee and the details of meetings attended by its members are given below:
| SNO | DIRECTOR | Designation in the Committee | NO. OF MEETING ENTITLED | NO. OF MEETING ATTENDED |
| 1 | Mr. Perumal Ravikumar (DIN: 09683689) | Chairman | 1 | 1 |
| 2 | Ms. Saimathy Soupranainen (DIN: 07657046) | Member | 1 | 1 |
| 3 | Mr. Devaraj Iyer Krishna Iyer (DIN: 09290465) | Member | 1 | 1 |
The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.supremepower.in/.
D. RISK MANAGEMENT COMMITTEE
The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks. During the Financial Year 2025-26, the Company held 02 (Two) Risk Management Committee meetings, viz 13th August, 2025, and 09th February, 2026.
The following Directors are the members of Risk Management Committee and the details of meeting attended by its members are given below:
| SNO DIRECTOR | Designation in the Committee | NO. OF MEETING ENTITLED | NO. OF MEETING ATTENDED |
| 1 Mr. Vee Rajmohan (DIN: 00844400) | Chairman | 2 | 2 |
| 2 Ms. Saimathy Souramanien (DIN: 07657046) | Member | 2 | 2 |
| 3 Mr. Perumal Ravikumar (DIN: 09683689) | Member | 2 | 2 |
The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the website of the Company at https://www.supremepower.in/policy-Files/P13_Risk%20Management%20 Policy.pdf
E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee has been formed in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014. During the Financial Year 2025-26, the Company held 02 (Two) Corporate Social Responsibility Committee meeting on viz 22nd May, 2025, and 13th August, 2025.
The following Directors are the members of Corporate Social Responsibility Committee and the details of meeting attended by its members are given below:
| SNO DIRECTOR | Designation in the Committee | NO. OF MEETING ENTITLED | NO. OF MEETING ATTENDED |
| 1 Mr. Vee Rajmohan (DIN: 00844400) | Chairman | 2 | 2 |
| 2 Ms. Saimathy Souramanien (DIN: 07657046) | Member | 2 | 2 |
| 3 Mr. Perumal Ravikumar (DIN: 09683689) | Member | 2 | 2 |
The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.supremepower.in/policy-Files/P03_CSR%20Policy.pdf
F. MEMBERS MEETING
The Company had conducted 02 (Two) General Meetings of the shareholders during financial year under review.
| SNO Type of Meeting | Date of Meeting |
| 1 Annual General Meeting | 19.09.2025 |
| 2 Extra-Ordinary General Meeting | 14.07.2025 |
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company.
The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.supremepower.in/
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.supremepower.in/
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on March 26, 2026 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:
i) Performance of Non-Independent Directors and the Board of Directors
as a whole;
ii) Performance of the Chairman of the Company taking into consideration the views of
Executive and Non-Executive Directors;
iii) Assessment of the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties
All the Independent Directors were present at the meeting.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS
The annual evaluation process of the Board, Individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.
The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www.supremepower.in/policy-Files/P09_Whistle%20Blower%20Policy.pdf.
CODE FOR PREVENTION OF INSIDER-TRADING
The company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following:
CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www. supremepower.in/policy-Files/P01_Code%20of%20Conduct%20for%20Board%20of%20Directors%20and%20Senior%20 Management%20Personnel.pdf. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.
POLICIES OF THE COMPANY
The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www. supremepower.in/Corporate_Governance.php.
REGISTRAR AND TRANSFER AGENT (RTA)
During the year as part of listing of its shares on the Stock Exchange, the Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below.
Purva Share Registry (India) Private Limited
CIN: U67120MH1993PTC074079
No 9, Shiv Shakti Industrial Estate, Mumbai - 400011, Maharashtra, India
Tel: +91 022 2301 8261, Fax No: +91 022 2301 2517
E-mail: support@purvashare.com, Website: www.purvashare.com
DEMATERIALISATION OF SHARES
The Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2026, the shares of the Company held in demand form represents 100% of the total issued and paid-up capital of the Company.
The International Securities Identification Numbers (ISINs) allotted to the securities of the Company are INEOQHG01026 for Equity Shares, and INEOQHG13013 for Convertible Warrants.
POSTAL BALLOT
During the year under review, no resolution was passed through postal ballot.
PENALTIES
There were no penalties, strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.
SCORES
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.
RECONCILIATION OF SHARE CAPITAL AUDIT
Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 a Practising Company Secretary conducts the Reconciliation of Share Capital Audit on a quarterly basis to reconcile the total issued and paid-up share capital of the Company with the shares held in dematerialised form with NSDL and CDSL. The requisite reports were submitted to the Stock Exchange within the prescribed timelines and placed before the Board of Directors for noting.
CREDIT RATING
During the year under review, CRISIL Ratings Limited assigned a long-term rating of BBB/ Stable and short-term rating of CRISIL A3+ for the credit facilities avalied by the Company from Banks.
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
The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year.
THE 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, there has been no incident of one-time settlement for loan taken from the banks of financial institutions.
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and associates companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.
INVESTOR GRIEVANCE REDRESSAL
During the period 2025-2026, there were no complaints received from the investors. The designated email id for Investor complaint is cs@supremepower.in.
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE
Ms. Priyanka Bansal, Company Secretary & Compliance Officer Registered office : 55, SIDCO Industrial Estates, Thirumazhisaai Thirumushi, Tiruvallur, Poonamallee, Tamil Nadu, India, 600124, Contact No. +91 44 26811221; E-mail: cs@supremepower.in.
BUSINESS LOCATIONS
M/s Supreme Power Equipment Limited, has successfully commenced commercial production at its New Manufacturing Unit facility at Kannur Village, Thiruvallur District, Near Chennai, Tamil Nadu, for the manufacture of transformers up to 200
MVA, 220 KV with the annual capacity of 6,000 to 6,500 MVA/year, from February 25, 2026. With this enhancement in new manufacturing unit facility, the total manufacturing capacity of the company is up to 200 MVA, 220 KV with the annual capacity of 9,000 MVA/year.
As on 31 March, 2026, the company has its place of business (Factory Unit) in the following location;
| THIRUVALLUR, CHENNAI, TAMILNADU |
| No.55, SIDCO Industrial Estate, Thirumazhisa, Thiruvallur Chennai Tamil Nadu - 600124. |
| Kannur Village, THIRUVALLUR, TAMILNADU Unit-II Survey No.234 and 235, 143, Kannur Main Road, Kannur, Thiruvallur District, Near Chennai, Tamil Nadu - 602108 |
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.
| For and on behalf of the Board of Directors of SUPREME POWER EQUIPMENT LIMITED |
| Vee Rajmohan Managing Director (DIN:00844400) |
| Vishwambran Nair Pradeep Kumar Whole Time Director (DIN:10218276) |
| SI. No. Particulars | Details |
| A Name(s) of the related party and nature of relationship | NOT APPLICABLE |
| B Nature of contracts/arrangements/transactions | |
| C Duration of the contracts/arrangements/transactions | |
| D Salient terms of the contracts or arrangements or transactions including the value, if any | |
| E Justification for entering into such contracts or arrangements or transactions | |
| F Date of approval by the Board | |
| G Amount paid as advances, if any | |
| H Date on which the special resolution was passed in General meeting as required under first proviso to section 188 |
ANNEXURE-1
| Name(s) of the related party and nature of relationship | Nature of contracts / Arrangements / transactions | Duration of the contracts / arrangements / transactions | Salient terms of the contracts or arrangements or transactions | Total value, if any during the year (INR) | Date(s) of approval by the Board, if any | Amount paid as advances, if any: |
| Danya Electric Company Firm in which Company is 90% Partner and in which managing director and whole time director of the company are partners | Purchase of Goods | 2025-2026 | Terms of the contract confirm to the prevailing market rates and all the care has been taken to ensure reasonability of prices compare to the prevailing rates in the market, better quality products and timely supply. | Rs. 25,58,08,295/- | Not Applicable, since the arrangement was entered into in the ordinary course of business and on arms length | NIL |
| Jai Bharat Exchangers Firm in which managing director and whole time director of the company are partners | Purchase of Goods | 2025-2026 | Terms of the contract confirm to the prevailing market rates and all the care has been taken to ensure reasonability of prices compare to the prevailing rates in the market, better quality products and timely supply. | Rs. 1,53,77,302/- | NIL |
For and on behalf of the Board of Directors of SUPREME POWER EQUIPMENT LIMITED
Vee Rajmohan
Managing Director
(DIN:00844400)
Vishwambran Nair Pradeep Kumar
Whole Time Director
(DIN:10218276)
Part "B": Associates and Joint Ventures
| Name of Associates/Joint Ventures | M/s.Danya Electric Company - Firm bearing Registration No. FR/CHENNAI SOUTH/930/1983 |
| Latest audited Balance Sheet Date | 31/03/2026 |
| Date on which the Associates/Joint Venture was associated or acquired | April 01, 2022 |
| Shares of Associate/Joint Ventures held by the Company on the year end | No. NA |
| Amount of Investment in Associates/Joint Venture | Rs. 12,67,72,967/- (Rupees Twelve crore Sixty Seven Lakhs Seventy-Two Thousand Nine Hundred Sixty Seven) 90% share of profit |
| Description of how there is significant influence | Voting power |
| Reason why the associate/joint venture is not consolidated | Not applicable |
| Networth attributable to Shareholding as per latest audited Balance Sheet | Rs. 12,67,72,967/- (Pertains to Holding Companys Share) |
The following information shall be furnished:-
| For and on behalf of the Board of Directors of SUPREME POWER EQUIPMENT LIMITED |
| Vee Rajmohan |
| Managing Director |
| (DIN:00844400) |
| Vishwambran Nair Pradeep Kumar |
| Whole Time Director |
| (DIN:10218276) |
| Priyanka Bansal |
| Company Secretary |
| M.No:FCS12865 |
| T B Nathan |
| Chief Financial Officer |
| PAN No.ADFPN2937F |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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