Your Directors have pleasure in presenting their Thirty-Eighth 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 31st March,
2024.

1. FINANCIAL RESULTS:

In view of the low profits, it has been decided to retain the same in business and as such your Directors are unable to
recommend any dividend for the year under report.

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

2. FINANCIAL PERFORMANCE:

The production during the year was 59% higher at 5717 MT as against 3596 MT last year and the turnover was also 33%
higher at Rs. 9048 lakhs as against Rs. 6817 lakhs last year. The Company’s exports continued to remain under pressure in
the current year exports were 5.56% of the turnover as against 10.51% earlier. The EBIDTA was at Rs 428 lakhs as against
458 lakhs, the Profit before Tax was higher at Rs 32 lakhs as against 20 lakhs. The processing charges were Rs.69 lakhs as
against Rs. 79 lakhs last year. The capacity utilization was much better this year and the management is hopeful that it will
further improve in the forthcoming years.

3. EXPORTS:

Exports continued to be under pressure due to the international scenario being volatile due to the pandemic and uncertainty
thereafter. The export turnover was lower at Rs. 503 lakhs as against Rs. 716.2 lakhs last year and the quantity exported was
444 MT as against 644 MT in the last year.

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

5. LISTING WITH STOCK EXCHANGES:

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

6. DEMATERIALIZATION OF SHARES:

98.84% of Company’s paid-up Equity Share Capital is in dematerialized form as on 31st March, 2024 and the balance
01.16% is in physical form.

The Company’s Registrar and Transfer Agent is M/s. Link Intime India Pvt Ltd having their registered office at C-101,247
Park, LBS Marg, Vikhroli (West), Mumbai- 400 083.

7. 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.

8. 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.

9. 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 Company’s state of affairs and profit for the
Financial Year 2023-24.

10. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of Annual Return is made available at Company’s website www.supertex.in.

11. 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.

12. 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.

13. MEETINGS OF THE BOARD:

The Board of Directors of the Company duly met seven (7) times during the Financial Year 2023-24. 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.

14. 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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Cessation of Independent Directors:

a) Mr. Pradip Kapadia (holding DIN 03332411), Independent Director of the Company, has completed his second and
final term as an Independent Director and consequently ceased to be a Director of the Company with effect from 31st
March 2024.

b) Mr. Maheshchandra Sharma (holding DIN 02309138), Independent Director of the Company, has completed his
second and final term as an Independent Director and consequently ceased to be a Director of the Company with effect
from 31st March 2024.

(ii) Re-appointment of Chairman & Managing Director:

Mr. Ramesh Kumar Mishra (holding DIN 00245600) has been re-appointed as “Chairman & Managing Director” of the
Company for a term of 5 (Five) years with effect from 26th March, 2024 upto 25th March, 2029 by the Shareholders of
the Company upon passing a Special Resolution through Postal Ballot, the results of which were declared on 14th
May, 2024.

(iii) Re-appointment of Whole Time Director & Chief Financial Officer:

Mr. Sanjay Kumar Mishra (holding DIN 00304796) has been re-appointed as a “Whole Time Director & Chief Financial
Officer” of the Company for a term of 5 (Five) years with effect from 01st April, 2024 upto 31st March, 2029 by the
Shareholders of the Company upon passing a Special Resolution through Postal Ballot, the results of which were
declared on 14th May, 2024.

(iv) Cessation of Executive Director:

Mr. Yashvardhan Mishra (holding DIN 07159645) “Executive Director” of the Company has completed his tenure on
10th November, 2023 and will not be re-appointed with effect from the close of business hours are on that day.

(v) Appointment of Additional Director:

a) Mrs. Arti Shah (holding DIN 10555097) has been appointed as a “Non-Executive Independent Director” of the
Company for a term of 5 (Five) years with effect from 22nd March, 2024 upto 21st March, 2029 by the Shareholders of
the Company upon passing a Special Resolution through Postal Ballot, the results of which were declared on 14th
May, 2024.

b) The Board of Directors of the Company appointed Mr. Rajnikant Manilal Mody (holding DIN 01062535) as an Additional
Director (Independent Non- Executive Director) to hold office for 5 (five) consecutive years effective from 12th August,
2024 upto 11th August, 2029. The Board of Directors recommend his appointment.

(vi) Appointment of Directors retiring by rotation:

Mr. Sanjay Kumar Mishra (holding DIN 00304796), Whole Time Director & Chief Financial Officer 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.

(vii) 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.

16. 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.

17. 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.

18. 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.

19. 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 arm’s 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 Company’s
website. Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party
disclosures.

20. RISK MANAGEMENT:

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

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

During the Financial Year 2023-24, 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.

22. 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.

23. 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.

24. 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 2023-24, the Company has not received any complaints on sexual
harassment.

25. REPORTING OF FRAUDS:

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

26. 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.

27. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the provisions of Section 118 of the Act, 2013 during Financial Year 2023-24, 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.

28. AUDIT COMMITTEE:

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

(*1 Upto 31st March, 2024 * 2 and *3 From 12th August, 2024)

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

29. NOMINATION AND REMUNERATION COMMITTEE:

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

( *1 Upto 31st March, 2024 * 2 and *3 From 12th August, 2024)

All the recommendations made by the Nomination and Remuneration 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:

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

c. The percentage decrease in the median remuneration of employees in the financial year: 2.59 %

d. The number of permanent employees on the rolls of Company: 74

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 ofthe 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 29th September, 2023.

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

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 2024-25. As required under the Companies Act, 2013, a resolution seeking member’s 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:

The Board has re-appointed M/s Vikas R. Chomal & Associates, Practicing Company Secretaries, Mumbai to carry out
Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is

annexed to this report as Annexure - I.

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 31st March, 2024 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 31st
March, 2024, 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 profit 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. 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.

Registered Office For and on behalf of the Board

Plot No. 45-46, Phase II Sd/-

Piperia Industrial Estate ^{R K Mishra}

Dadra & Nagar Haveli. Chairman and Managing Director

Silvassa-396230.

Place: Mumbai
Date: 12th August, 2024