Your directors present their 63rd Annual Report on the
performance of the Company together with the Audited
Financial Statements for the financial year ended 31st
March 2025.

Financial Highlights:

The financial performance of the Company for the
financial year ended 31st March 2025 is summarised
below

(Rs. In Lakhs)

Review of Business Operations & Outlook for the
current year

Your Company has taken a significant step in exiting
the manufacture of yarn. During the year under review,
your company has let out few portions of the factory
and warehouse in Hindupur to have a stabilised income
for the company and to set off against the losses
accumulated on account of discontinued operations.
Your company has also accelerated its efforts in order to
identify potential clients to lease out the existing Super
B unit that would increase the income of your company.

Your Company earned total income of Rs. 687.06 Lakhs
during FY 2024-25 as against the income of Rs 706.88
Lakhs during the FY 2023-24. The profit before tax
and exceptional items for FY 2024-25 was Rs. 172.41
Lakhs as against Rs 267.50 during the FY 2023-24. The
Company has given few properties of the SUPER SARA
unit on operating lease arrangements and the same is
yielding significant revenue. The Company is exploring
similar possibilities for SUPER B as well, which might be
considered a bright light during the Company’s difficult
times.

Change in the nature of Business

Your company has exited the business of Textiles and
it is currently focusing on the rental business of the
company. There was no change in the nature of principal
business of the Company during the financial year
ended 31st March 2025. The company discontinued its
operations in the “Textiles” segment and continues to
operate in the “Rental Services” business segment.

Transfer to Reserves

The Company has not transferred any amount to
the General Reserve during the year under review.
However, the Losses of the FY 2024-25 along with
Comprehensive Income have been adjusted against the
retained earnings under the head “Other Equity”.

Share Capital

There was no change in the capital structure of your
Company during the year under review. The issued,
subscribed and paid-up share capital of the Company as
on 31st March 2025 stood at Rs.5,50,00,000/- divided
into 5,50,00,000 equity shares of Re.1/- each. During
the year under review the Company has not made any
fresh issue of shares.

Dividend

Due to losses incurred by the Company during the year
under review the Directors have not recommended any
Dividend for the year ended 31st March 2025.

Transfer of Unclaimed Dividend/ Shares to Investor
Education and Protection Fund

There was no amount to be transferred during the year to
the Investor Education and Protection Fund established
by the Central Government.

Extract of Annual Return

The Annual Return of the Company for the financial
year 2024-25 as required under Section 92(3) of
the Companies Act, 2013 (‘the Act’) is available on
the website of the Company at the link https://www.
superspinning.com/investors/#Annual-Return

Board and Committee meetings

During the year under review, five Board meetings were
held. For details of meetings of the Board, please refer
to the Corporate Governance Report, which forms part
of this report.

Also, the details pertaining to the composition
and meetings of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders
Relationship Committee are also included in the
Corporate Governance Report.

Statement of Compliance with Secretarial Standards

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
secretarial standards and such systems are adequate
and operating effectively. The Company has duly
complied with Secretarial Standards issued by Institute
of Company Secretaries of India on meeting of the
Board of Directors (SS-1) and General Meetings (SS-2).

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)
(c) of the Act, with respect to Directors’ Responsibility
Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the
applicable accounting standards had been followed
and there are no material departures from those
standards;

b) the directors had selected such accounting policies
and applied them consistently and made judgments

and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of the financial year and
of the 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 have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
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.

Details in respect of frauds reported by Auditors
under Section 143(12) of the Companies Act, 2013
other than those which are reportable to the Central
Government

There were no instances of frauds identified or reported
by the Statutory Auditors during the course of their audit
pursuant to Section 143(12) of the Act.

Declaration of Independent Directors

The Independent Directors have submitted their
declarations to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 [‘SEBI (LODR) / Listing Regulations’]
so as to qualify themselves as Independent Directors
under the provisions of the Companies Act, 2013 and
the relevant rules of the Listing Regulations. Further,
they have also declared 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 judgment and without any external
influence.

Pursuant to Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, the

Independent Directors have submitted necessary
declaration of compliance with Rule 6(1) and Rule 6(2)
of the said Rules. They have confirmed that their names
have been included in the data bank of the Indian
Institute of Corporate Affairs.

Familiarization Programmes

In compliance with the requirements of the Listing
Regulations, the Company has put in place a
familiarization programme for the Independent
Directors to familiarize them with their roles, rights and
responsibilities as Independent Directors, the working
of the Company, nature of the industry in which the
Company operates, business model and so on. The same
is also available on the Company website at https://www.
superspinning.com/wp-content/uploads/2025/06/9.-
FAMILIARIZATIONPROGRAM24-25.pdf

Statement regarding opinion of the Board with regard
to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed
during the year

Board of Directors have evaluated the Independent
Directors appointed/ re-appointed and opined that
the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.

Company’s Policy Relating to Directors
Appointment, Payment of Remuneration and other
matters

The Board has, on the recommendation of the
Nomination and Remuneration Committee, framed a
policy on nomination, appointment and remuneration
of Directors, Key Managerial Personnel, Senior
Management Personnel and employees of the Company
including criteria for determining qualifications, positive
attributes, independence of a Director and other
matters pursuant to the provisions of Section 178 of the
Companies Act, 2013 and in terms of Regulation 19(4)
of the Listing Regulations. The detailed Remuneration
Policy can be accessed on the Company’s website at
the link https://www.superspinning.com/wp-content/
uploads/2025/06/6.-Nomination-and-Remuneration-
Policy.pdf

Comments on Auditors’ Report

There were no qualifications, reservations, adverse
remarks or disclaimers made by M/s.C S K Prabhu
and Co LLP (formerly C S K Prabhu and Co), Statutory
Auditors in their reports excepting for the below
mentioned facts.

With respect to the remarks made by the Secretarial
Auditors, M/s. MDS & Associates LLP, Company
Secretaries and in the Auditor’s Certificate on Corporate
Governance by M/s. C S K Prabhu and Co LLP (formerly
known C S K Prabhu and Co), Chartered Accountants,
your directors wish to state as follows:

Other than the above, there are no qualifications,
reservations or adverse remarks or disclaimers made
by M/s. MDS & Associates LLP, Company Secretaries,
Secretarial Auditors in their report.

Particulars of Loans, Guarantees or Investments
made under Section 186 of the Companies Act, 2013

Pursuant to the provisions of Section 186(4) of the Act,
the Company has not granted any loans or given any
security or made any investments during the year under
review. However, the details in respect of investments
made by the Company in the earlier years are disclosed
in the notes to the financial statements.

Particulars of contracts or transactions with related
parties

All the transactions entered into by the Company with
related parties as defined under the Act and Regulation
23 of the Listing Regulations, during the financial year
2024-25 were in the ordinary course of business and on
arms’ length basis. Prior approval / Omnibus approval is
obtained from the Audit Committee for all related party
transactions and the transactions are periodically placed
before the Audit Committee for its approval.

The particulars of contract and arrangement entered
into by the Company with related parties referred to
Section 188(1) of the Act including certain arm’s length

transactions under third proviso thereto are disclosed in
Annexure 1 (Form No. AOC-2) and forms part of this
Report.

The policy on related party transactions as approved
by the Board of Directors of the Company has been
uploaded on the company’s website and may be
accessed through the link at https://www.superspinning.
com/wp-content/uploads/2025/04/Related-Party-
Transactions-Policy.pdf

Material changes and commitments affecting the
financial position of the company.

There have been no 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 year ended
31st March, 2025 relate and the date of the report.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

A) Conservation of Energy

The Company has disposed off the Plant and
Machinery at Super B Unit and accordingly, the
Company has no manufacturing operations.
However, the Company is keen on reducing the
energy consumption and carried out necessary
actions for optimum utilization of energy and greater
emphasis has been laid on creating awareness
amongst all employees for the optimal utilization
of power and to prevent misuse of energy at all
levels. Further, necessary steps are taken by the
Company for utilizing alternate sources of energy.
The Company has not made any capital investment
in energy conservation equipment.

B) Technology absorption

The Company has not absorbed any technology
nor has imported any technology during the year
under review and hence disclosure of the details
pertaining to the same does not arise.

C) Foreign Exchange earnings and outgo

There are no Foreign Exchange Earnings and outgo
during the year under review.

STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY

OF THE COMPANY

The Company continues to focus attention on the risk
areas identified and in case of any adverse situation,
suitable mitigation steps are taken. The Company has
adopted a comprehensive and integrated risk appraisal,
mitigation and management process. The risk mitigation
measures and procedures of the Company are placed
before the Audit Committee/ Board periodically for
review and improvement. The Company does not have
any Risk Management Policy as the elements of risk
threatening the Company’s existence are very minimal.

Audit Committee

The Company has constituted an Audit Committee in
accordance with Section 177 of the Act. Kindly refer
to the Report on Corporate Governance for matters
relating to the composition, meetings and functions of
the committee.

The Board has accepted the Audit Committee’s
recommendations during the year wherever required
and hence no disclosure is required under Section
177(8) of the Act, with respect to rejection of any
recommendations of Audit Committee by the Board.

Whistle Blower Policy (Vigil Mechanism)

Your Company has established a Vigil Mechanism/
Whistle Blower policy in line with the Regulations 18
and 22 of the Listing Regulations and Section 177 of the
Act. The Policy is formulated to enable the directors and
employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of the company’s
code of conduct or ethics policy. During the year under
review, there were no complaints received under this
mechanism. The Whistle Blower policy is available on
the company’s website and may be accessed through
the link at https://www.superspinning.com/wp-content/
uploads/2025/06/5.-WHISTLE-BLOWER-POLICY.pdf.

Corporate Social Responsibility initiatives

The Company has not developed and implemented any
Corporate Social Responsibility initiatives as the said
provisions are not applicable.

Annual evaluation of the Board on its own
performance and of the individual Directors

In compliance with the relevant provisions of the Act
read with the Rules made thereunder and the Listing
Regulations, the performance evaluation of the Board

as a whole, its specified Statutory Committees, the
Chairman of the Board and the Individual Directors was
carried out for the year under review.

In a separate meeting of independent directors,
the performance of non-independent directors was
evaluated. Independent Directors had evaluated the
quality, quantity and timeliness of the flow of information
between the Management and the Board, Performance
of the Board as a whole and its Members and other
required matters.

Directors and Key Managerial Personnel
Director liable to retirement by rotation:

In accordance with the provision of the Companies
Act, 2013 and in terms of the Articles of Association
of the Company, Mr. Nikhil Govind Ramamurthi (DIN:
10089593), Director of the Company retires by rotation
at the ensuing Annual General Meeting and is eligible
for re-appointment. A resolution seeking shareholders'
approval for his re-appointment forms part of the
Notice along with brief details about him. Your directors
recommend his re-appointment.

Completion of Tenure:

During the year under review, the following Non¬
Executive Independent Directors completed their
second term of five years and retired from the Board of
the Company effective 31st May 2024:

i. Mr. Sudarsan Varadaraj (DIN: 00133533)

ii. Mr. C G Kumar (DIN: 02823567)

iii. Mrs. Suguna Ravichandran (DIN: 00170190)

The Board places on record its sincere appreciation for
the invaluable guidance and counsel rendered by the
above Directors during their period of office.

Appointment:

Pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
at their meeting held on 25th May 2024 and 1st June
2024, appointed Mr. Venkat Kumar Vikram (DIN
06397105) and Mrs. Manoharan Malavika Thothala
(DIN: 10584655) as the Additional Directors in the
capacity of Independent Directors of the Company.
Consequently, their appointment as Non-Executive
Independent Directors of the Company to hold office for
a first term of five (5) consecutive years with effect from

25th May 2024 and 1st June 2024 were approved by the
Shareholders at the 62nd Annual General Meeting held
on 10th August 2024.

Pursuant to the recommendation of the Nomination &
Remuneration Committee, the Board of Directors of the
Company at their meetings held on 28th January 2025
has appointed Mrs Sabeetha Devarajan as Company
Secretary of the Company with effect from 3rd February
2025.

Resignation:

During the year under review, Mrs Narmatha G K has
relinquished her position as the company secretary
of the company with effect from 31st January 2025
due to her personal reasons. The Board recalled the
tireless efforts and valuable contributions rendered by
her during the tenure and placed on record its sincere
appreciation to her.

Apart from the above, there were no other changes
in the Directors and Key Managerial Personnel of the
Company.

Key Managerial Personnel of the Company as required
under Sections 2(51) and 203 of the of the Companies
Act, 2013 as on 31st March 2025 are: Mr. Sumanth
Ramamurthi, Chairman and Managing Director, Mrs.
Padmavathy P, Chief Financial Officer and Mrs.
Sabeetha Devarajan, Company Secretary.

Subsidiaries, Joint Ventures and Associate
Companies

The Company does not have any Subsidiaries, Joint
Ventures or Associate Companies.

Deposits

Since the Company has not accepted any deposit
covered under Chapter V of the Act, there are no
deposits remaining unclaimed or unpaid as on 31st
March 2025 and accordingly, the question of default in
repayment of deposits or payment of interest thereon
during the year does not arise

Details of significant and material orders passed by
the Regulators or Courts or Tribunals impacting the
going concern status and Company’s operation in
future

There are no significant and material order passed by
the regulators or courts or tribunals impacting the going
concern status and company's operation in future.

Adequacy of internal financial controls with
reference to the financial statements

In accordance with Section 134(5)(e) of the Act, the
Company has Internal Financial Controls Policy by
means of Policies and Procedures commensurate
with the size & nature of its operations and pertaining
to financial reporting. The Management uses the
management information reports and other reports to
have better internal control system and to take decisions
in time.

The Audit Committee of the Board constantly reviews the
internal control systems and their adequacy, significant
risk areas, control mechanism and the operations of the
Company. The Directors and Management confirm that
the Internal Financial Controls are adequate with respect
to the operations of the Company. A report of Auditors
pursuant to Section 143(3) (i) of the Act, certifying the
adequacy of Internal Financial Controls is annexed with
the Auditors Report.

Auditors

a) Statutory Auditors

M/s. C S K Prabhu and Co LLP (formerly C S K Prabhu
and Co), (Firm Registration No. 002485S/S000197),
Chartered Accountants, Coimbatore, were appointed
as the Statutory Auditors of the Company to hold office
from the conclusion of the 60th Annual General Meeting
held on 29th August, 2022 for a period of 5 consecutive
years till the conclusion of the 65th Annual General
Meeting to be held in the year 2027.

With effect from 23.04.2025, the statutory auditors,
M/s CSK Prabhu & Co, previously operating as a
partnership firm have changed their constitution to an
LLP under the name ‘M/s C S K Prabhu and Co LLP’
with FRN 002485S/S000197. The same has been noted
in the Board meeting of the company.

The company has received a certificate from M/s. C S K
Prabhu and Co LLP (formerly C S K Prabhu and Co).,
Chartered Accountants, Coimbatore, confirming that
they are not disqualified from continuing as statutory
auditors of the company

b) Secretarial Auditors

In terms of Section 204 of the Act and Rules made
thereunder, M/s. MDS & Associates LLP, Company
Secretaries, Coimbatore (LLPIN: ABZ 8060) were
appointed as Secretarial Auditors of the Company to

carry out the Secretarial Audit for FY 2024-25.

The report of the Secretarial Audit in Form No. MR-3 for
the financial year 2024-25 is annexed as Annexure 2 to
this report.

Pursuant to the Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read
with Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and subject to the
approval of Shareholders in the ensuing Annual General
Meeting, the Board of Directors of the Company have
recommended the appointment of MDS & Associates
LLP, Company Secretaries, Coimbatore as Secretarial
Auditors of the Company for a first term of 5 (five)
consecutive financial years commencing from the
financial year 2025-26.

MDS & Associates LLP have consented and confirmed
their eligibility for appointment as Secretarial Auditors
of the Company. The necessary Resolution for their
appointment has been included in the Agenda of the
Annual General Meeting Notice for the approval of the
Members.

Further, the Secretarial Compliance Report for the
year ended 31st March 2025 issued by the Practicing
Company Secretary pursuant to Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, has been filed with BSE Limited and
the National Stock Exchange of India Limited. A copy of
the same is available on the Company’s website: www.
superspinning.com

Maintenance of cost records under sub-section (1)
of Section 148 of the Companies act, 2013

Pursuant to the provisions of Section 148(1) of the Act,
read with Companies (Cost Records and Audit) Rules,
2014, the Company was required to maintain cost
records. Accordingly, the company has duly made and
maintained the cost records as mandated by the Central
Government.

Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 during the year

No applications have been made and no proceedings
are pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

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.

The disclosure under this clause is not applicable as the
Company has not undertaken any one-time settlement
with the banks or financial institutions.

CEO/CFO Certification

As required under Regulation 33 (2) (a) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Managing Director of the
Company have furnished necessary certificate to the
Board on the Financial Statements presented.

Particulars of Employees and Remuneration

The details pursuant to Section 197(12) of the Act, read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure 3 to this report. Having
regard to the provisions of the second proviso to Section
136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the
members of the Company. Any member interested in
obtaining such information may write to the Company
Secretary.

Corporate Governance

The Corporate Governance Report is annexed to and
forms part of this report. The Company has complied
with the conditions relating to Corporate Governance
as stipulated in Listing Regulations. A report of the
Statutory Auditors of the Company confirming the
compliance of conditions of Corporate Governance as
required by Listing Regulations is annexed to this report

and forms part of this report.

A detailed review of the operations, performance and
future outlook of the Company and its businesses is
given in the Management's Discussion and Analysis
Report (Regulation 34 of the Listing Regulations), which
forms part of this Report.

Disclosure under the Sexual Harassment of
Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place a policy on Sexual
Harassment of Women at workplace in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The Internal Complaint Committee has been setup
to redress complaints received regularly. There was
no complaints received from any employee during
the financial year 2024-25 and hence no complaint is
outstanding as on 31st March,2025 for redressal.

Listing of Shares

Equity shares of the Company was continued to be listed
on National Stock Exchange of India Limited (NSE) and
BSE Limited.

Acknowledgements

Your directors wish to place on record their appreciation
of the confidence reposed by the shareholders in
the Company at all times. The Directors thank the
Company's Bankers, Financial Institutions, Customers,
Vendors, Investors, Suppliers and Business Associates
for their unstinted support. The Board of Directors
also wishes to place on record their appreciation for
the contributions made by the employees towards the
growth of the Company.

By Order of the Board
For Super Spinning Mills Limited

Sumanth Ramamurthi

Coimbatore Chairman & Managing Director

23rd May 2025 DIN: 00002773