Supertex Industries Ltd Directors Report

To,

The Members,

Supertex Industries Limited

Your Directors take pleasure in presenting their Thirty-Nineth Annual Report on the Business and Operations of the Company together with the Audited Statement of Accounts of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

	Rs. in Lakhs	Rs. in Lakhs
	Year ended 31.03.2025	Year ended 31.03.2024
Turnover	7340	9048
Other Income	19	34
Profit before Interest and Depreciation	377	428
Finance Costs	263	322
Profit before Depreciation	114	106
Depreciation	76	74
Profit Before Tax	38	32
Deferred Tax	(46)	(21)
Profit After Tax	(8)	11
Other Comprehensive Income	21	6
Total Comprehensive Income	12	17

Due to unavailability of distributable profits your Directors are unable to recommend any dividend for the year.

During the year under review, no amount has been transferred to General Reserves.

2. FINANCIAL PERFORMANCE:

The international scenario during the year under review has been quite volatile and this has affected the Companys performance also. The management steered the company through the situation by changing its production plans to adapt the situation. Although the Profit before tax was improved the production quantity during the year was 27% lower at 4193 MT as against 5717 MT last year. There were no exports as the margins were under strain and the vagaries existed. The Company had no exports this year as against Rs 503 lakhs last year. The management is hopeful that the scenario will improve in the forthcoming years.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary/ Associate Companies/ Joint Ventures.

4. LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on BSE Limited ("BSE")

5. DEMATERIALIZATION OF SHARES:

98.84% of Companys paid-up Equity Share Capital is in dematerialized form as on 31^st March, 2025 and the balance 01.16% is in physical form.

The Companys Registrar and Transfer Agent is M/s. Mufg Intime India Private Limited (Formerly Known as Link Intime India Private Limited) having their registered office at C-101,247 Park, LBS Marg, Vikhroli (West), Mumbai- 400 083.

6. INTERNAL FINANCIAL CONTROLS:

Your Board has devised systems, policies, and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

7. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review, falling within ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

8. FINANCE & ACCOUNTS:

The Board after assessing the capital buffers and liquidity levels, did not raise any finance by issue of any securities during the year.

Your Company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Companys state of affairs and loss for the Financial Year 2024-25.

9. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules 2014, the copy of Annual Return is made available at Companys website www.supertex.in.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

11. HUMAN RESOURCES:

Our Company has always aspired to build a culture that demonstrates standards in safety, environment and sustainability. People are most valuable asset and we are committed to provide all our employees, a safe and healthy work environment.

12. MEETINGS OF THE BOARD:

The Board of Directors of the Company duly met four (4) times during the Financial Year 2024-25. Details of the meetings and attendance thereat form part of the Corporate Governance Report.

The gap between two Board meetings was within the limit prescribed under Section 173(1) of the Act and Regulation 17(2) of the SEBI Listing Regulations.

13. DISQUALIFICATION OF DIRECTORS:

During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Cessation of Independent Director:

Mrs. Meeta Shingala (holding DIN 02210202), Independent Director of the Company, has completed her second and final term as an Independent Director and consequently ceased to be a Director of the Company with effect from 09^th February 2025.

(ii) Appointment of Additional Director:

The Board of Directors of the Company appointed Mr. Rajnikant Manilal Mody (holding DIN 01062535) ) as an Additional Director- Non- Executive Independent Director on the Board with effect from 12^th August, 2024.

Subsequently, the members of the Company, at their meeting held on 30^th September, 2024, appointed Mr. Rajnikant Manilal Mody as an Non- Executive Independent Director of the Company.

(iii) Appointment of Directors retiring by rotation:

Mr. Harshvardhan Mishra (holding DIN 02819207), Whole Time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment.

(iv) Declaration by Independent Directors:

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, genuine concerns or grievances. The said policy has been posted on the website of the Company.

16. NOMINATION AND REMUNERATION POLICY:

Your Company has in place Remuneration Policy for Directors, Key Managerial Personnel (KMPs), Senior Management and other Employees of the Company in terms of the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees exceeding the limit prescribed under the provisions of section 186 of the Companies Act, 2013.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the related party transactions policy of the company. All Related Party Transactions are placed before the Audit Committee for its approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Companys website. Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

19. RISK MANAGEMENT:

Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board.

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

During the Financial Year 2024-25, there were no significant and material orders passed by the Regulators or Courts or Tribunal that would impact the going concern status of the Company and its future operations.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

There have been no material changes or 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 this Report.

22. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation templates to respective Directors for evaluation of the Board and its Committees, Independent Directors/non Independent Directors/ Executive Directors and the Chairman of the Company. The results of the evaluation were satisfactory and adequate and meet the requirement of the Company.

23. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace. The Policy aims to provide protection to employees at 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. During the financial year 2024-25, the Company has not received any complaints on sexual harassment.

24. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors and Secretarial Auditor to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act 2013 and the rules made thereunder.

25. CORPORATE GOVERNANCE:

The Company attaches considerable significance to compliance with the conditions of Corporate Governance stipulated in Clause C of Schedule V on Annual Report pursuant to Regulations 34(3) of SEBI Listing Regulations. A Report on Corporate Governance is hereto annexed.

26. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the provisions of Section 118 of the Act, 2013 during Financial Year 2024-25, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1"and "SS-2") relating to Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India ("ICSI") and notified by MCA.

27. AUDIT COMMITTEE:

The Audit Committee is comprised of three Directors. The composition of the Audit Committee is as follows:

Name	Designation	Category
Mrs. Arti Shah	Chairperson	Non-Executive Independent Director
Mrs. Meeta Shingala*	Member	Non-Executive Independent Director
Mr. Piyush Patel	Member	Non-Executive Independent Director
Mr. Rajnikant Manilal Mody	Member	Non-Executive Independent Director

• (Mrs. Meeta Shingala Upto 09^th February, 2025)

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

28. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is comprised of three Directors. The composition of the Nomination and Remuneration Committee is as follows:

Name	Designation	Category
Mr. Piyush Patel	Chairman	Non-Executive Independent Director
Mrs. Meeta Shingala*	Member	Non-Executive Independent Director
Mrs. Arti Shah	Member	Non-Executive Independent Director
Mr. Rajnikant Manilal Mody	Member	Non-Executive Independent Director

• (Mrs. Meeta Shingala Upto 09^th February, 2025)

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.

29. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is comprised of three Directors. The composition of the Stakeholders Relationship Committee is as follows:

Name	Designation	Category
Mr. Piyush Patel	Chairman	Non-Executive Independent Director
Mrs. Meeta Shingala*	Member	Non-Executive Independent Director
Mrs. Arti Shah	Member	Non-Executive Independent Director
Mr. Rajnikant Manilal Mody	Member	Non-Executive Independent Director

• (Mrs. Meeta Shingala Upto 09^th February, 2025)

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors.

30. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-Executive Independent Directors	Ratio to median remuneration
Mr Piyush Patel	NA
Mr Rajnikant Manilal Mody	NA
Mrs Arti Shah	NA
Mrs Meeta Shingala	NA
Executive Directors and KMPs
Mr R K Mishra, Chairman and Managing Director	5.20
Mr S K Mishra, Director and CFO	4.39
Mr Harshvardhan Mishra, Director	1.44
Mr Manish Seksaria, Company Secretary	5.75

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Non-Executive Independent Directors
Mr Piyush Patel	NA
Mr Rajnikant Manilal Mody	NA
Mrs Arti Sah	NA
Mrs Meeta Shingala	NA
Executive Directors and KMPs
Mr R K Mishra, Chairman and Managing Director*	2.63
Mr S K Mishra, Director and CFO*	2.92
Mr Harshvardhan Mishra*	0.96
Mr Manish Seksaria, Company Secretary	24.93

* Mr. R K Mishra, S K Mishra, & Harshvardhan Mishra at the Board Meeting held on 30th May, 2025 for the Financial Year (20242025) hereby give full and Voluntary Consent to Waive off remuneration with effect from 01-06-2024 to 31-03-2025 due to financial condition of the Company and shall be entitled to receive the waived off remuneration for the period 01-06-2024 to 3103-2025 in future, When the financial condition of the Company improves.

c. The percentage increase in the median remuneration of employees in the financial year: 4.84 %

d. The number of employees on the rolls of Company: 62

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- Average increase in the remuneration of all employees excluding KMPs: 5 %

- Average increase in the remuneration of KMPs: 6 %

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

g. The information required pursuant to Section 197 read with Rule 5 (2) and rule 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

a) Employed throughout the year-	NIL
b) Employed for part of the year-	NIL

31. AUDITORS:

A) Statutory Auditor:

M/s. S.M. Gupta & Co., Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the Annual General Meeting held on 29^th September, 2023.

There is no audit qualification, reservation or adverse remark for the year under review as mentioned by Auditors in Emphasis of matters. The Company has subsequently paid off the statutory dues.

B) Cost Auditor:

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s V.J. Talati & Co., Cost Accountants, (Firm Registration Number R00213) as Cost Auditor to audit the cost records of the Company for the Financial Year 2025-26. As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

C) Secretarial Auditor:

In accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company had appointed M/s. Vikas R Chomal & Associates, (COP No:12133), a peer reviewed firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25. The report of the Secretarial Auditor is annexed to this report as Annexure - I.

Further, pursuant to the amended provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board have approved and recommended the appointment of M/s. Vikas R Chomal & Associates (COP No:12133), a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct the secretarial audit for a term of 5 (five) consecutive years commencing from the conclusion of 39^th AGM to the conclusion of the 44^th AGM i.e. from the FY 2025-26 upto FY 2029-30, subject to approval of the members by way of an ordinary resolution as proposed in the Notice of 39^th ensuing AGM of the Company.

D) Internal Auditors:

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, Mr. Sanjay Sarju Mishra has been appointed as Internal Auditors of the Company.

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

The Particulars with respect to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the year ended 31^st March, 2025 are annexed to this report.

33. SHARE CAPITAL:

(A) Buy Back of Securities:

The Company has not bought back any of its securities during the year.

(B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year.

(C) Bonus Shares:

No Bonus Shares were issued during the year.

(D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year.

34. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in the preparation of the annual accounts for the year ended on 31^st March, 2025, and states that:

(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have 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 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 the Companies Act, 2013 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.

35. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report is attached and forms a part of this Report.

36. CYBER SECURITY GOVERNANCE:

Cyber security governance includes a Board member overseeing the cybersecurity strategy and the executive management team, accountable for managing cybersecurity. The Senior Management track all the recent happenings related to cyber security risks on ongoing and periodical basis and solves the related issues.

37. UNSECURED LOAN FROM DIRECTORS:

The Company has received Unsecured Loan from the Directors of the Company.

38. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company has not declared any dividend and accordingly there are no unpaid or unclaimed dividend. Therefore, there were no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No application has been filled for corporate insolvency resolution process, by a financial or operational creditor or by the Company under the IBC before the National Company Law Tribunal.

41. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the contribution made by the executives, officers and workmen of the Company during the year. The Board also acknowledges with thanks the support, co-operation and assistance given by our bankers Axis Bank and Punjab National Bank.

	For and on behalf of the Board
	Sd/-
	R K Mishra
	Chairman and Managing Director
Reaistered Office	DIN: 00245600
Plot No. 45-46, Phase II
Piperia Industrial Estate
Dadra & Nagar Haveli.
Silvassa-396230.
Place: Mumbai
Date: 12th August, 2025