The Directors of your Company have pleasure in presenting the 40th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31" March 2024:

NOTE: Figures of the previous year have been re-grouped/re-arranged in order to make them comparable. DIVIDEND AND RESERVES:

The Board of Directors of your Company take pleasure to recommend a dividend of Rs. 0.05 {5%) per equity share of Re.1/ each for the year ended 31 st March, 2024 subject to approval of shareholders at the ensuing Annual general Meeting and shail be subjected to deduction of Income Tax at Source. The dividend if approved, shall result in a payoul of 9.14% current year profit available for appropriation. This makes the Management Investor friendly and creates more confidence to keep the Investors Interest at heart.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (the Act) in prescribed form MGT-9 is uploaded on www.supertannery.com.

OPERATION A L RE VIE W:

During the year under review, the income from operation of the company was Rs 22,902.91 lacs as against Rs 22,665.35 lacs during the last financial year, showing improvement in the operational income by Rs. 237,56 lacs, The Company overall growth is satisfactory despite recession in the market,

SUBSIDIARY COMPANIES:

The Company has Seven subsidiaries namely: Super Corporation Limited., Aarifi Tanners Limited. Secure Safety Limited, HX London Fashions Pvt Ltd, Super Tannery (UK) Limited. Pioneer Investment FZCO and Super Italia

S.R.L , The Financial statement including Consolidated Financial statement and separate statement in respect of each of its subsidiaries have also been placed on the website of the Company. A statement containing salient feature of the Financial Statement of subsidiaries/ associates companies is forming part of Annual Financial statement. The Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the head office of the Company and the subsidiary concerned,

INDUSTRIAL RELATIONS:

During the period industrial reiations have been extremely cordial. Employees' cooperation and co-ordination had been an important factor in the growth of the organization,

EXPORT AWARD:

The Company received the State Export Award - Uttar Pradesh for the overall export performance during the year 2021 -22 from the Hon'ble Chief Minister Mr, Yogi Adityanath.

FIXED DEPOSITS:

The Company has not accepted/renewed any deposit during the year under review, under the provisions of the Companies Act2013 and the rules framed thereunder,

CREDIT RATING:

During the year under review Care Rating Limited reaffirmed the long-term rating of BSB on the bank borrowings of the Company.

MAT E RIAL CHANGE S A FF E CTING TH E COM PAN Y:

There have been no material changes and commitments affecting the financial position of the Company between the end of financial year and date of Reports. There has been no change in the nature of business of the Company,

SECRETARIAL STANDARDS:

The Directors state that the Secretarial standards i.e., SS-1, SS-2.SS-3 and SS-4 relating to Meetings of the Board of Directors, General Meeting, Dividend and Report of Board of Directors respectively. Have been duly followed by the Company,

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

HUMAN RESOURCES MANAGEMENT:

Employees are vital to the Company. We have created a favorable work environment that encourages humble relationship. We have aiso set up a scalable recruitment and human resources management process, which enables us to attract and retain high caliber employees. The Com pan yin collaboration with UP Leather Industries Association is running a training center for recruiting trained tabors,

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSALACT, 2013:

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various intervention and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including Sexual harassment. During the year ended 31 March 2024,no complaint pertaining to sexual harassment was received by the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There were 550 permanent employees with the Company as on 31st March,2024.The percentage increase in remuneration, ratio of remuneration of each director and Key managerial Personnel (KMP) to the median of employee's remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under section 197(12) of the Companies Act,2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 form part of Annexure II to this Board Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING & OUTGO:

The particulars of Energy Conservation, Technology Absorption etc. pursuant to Section 134(3) (m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are set cut in the Annexure 1st forming part of this Report.

SIGNIFICANT ANO MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders were passed by the Regufators or Courts orTribunals during the previous year which may impact the going concern status of the Company's Operation in the future.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

To create enduring value for all stakeholders and ensure the highest level of honesty, and ethical behavior in all its operations, the Company has formulated a Vigil Mechanism named as SUPER Whistle Blower Policy' in addition to the existing code of conduct that governs the action of its employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual occurrence[s) of illegal, Unethical or inappropriate events (behaviors or practices) that effect Company's interest/ image. A copy of the Policy is available on the website of the Company and may be accessed through the web link www: http ;//supertan nery.com.

OIRECTORS & KMP:

In terms of Article 125 of the Articles of Association of the Company, Mr. Imran Siddiqui, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief resume of all the Directors, their expertise in specific functional areas and names of other companies in which Directorship held and the membership of committee of the Board as stipulated under I he listing Agreement are given in corporate governance annexure Mnd, attached to this report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act ,2013.

POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION:

For the purpose of selection of any Director, the Nomination &Remuneration Committee identifies persons of integrity who posses' relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, If any received from any member of the Board. The Committee a I so ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act,2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors ^senior Management. The Remuneration policy of the Company is disclosed in the Corporate Governance Report, which forms a part of the report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regu!ation27 of the listing Agreement, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles rights responsibilities in the Company, nature of the Company in which Company operates, business model etc.

REPORT ON CORPORATE GOVERNANCE:

Pursuanl to Regulation 27 of the Listing Agreement, a report on Corporate Governance is given in Annexure lind to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5)read with section 134(3)( c ) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period:

(iii) That the Directors have 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;

(iv) Thal the Directors have prepared the accounts for the financial year ended 31stMarch 2024 on a going concern basis.

C ON SO LID ATE D FI N AN CIAL S TATE M E N TS:

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements, your directors have pleasure in attaching the Consolidated Financial Statements which form part of Annual Reports and Accounts. These consolidated financial statements include accounts of Super Tannery (U.K.) Limited, Aarrfi Tanners Limited, Super Corporation Limited, Secure Safety Limited, HX London Fashions Private Limited, Pioneer Investment FZCO and Super Italia s.rL

AUDITORS:

IWs. Kapoor Tandon 6 Company Chartered Accountants, Kanpur (Registration No,000952C) the Statutory Auditors of ihe Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their reappointment, They have furnished a Certificate to the effect that their re- appointment if made, will be in accordance with the provisions of the Companies Act, 2013

COSTAUDITOR:

As required under the Companies (Cost Accounting Records) Rules 2011, the requirement of Cost Audit report is not applicable to the Company as per MCA circular. Hence no report was filed,

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed IWS K.N. Shridhar,&Associates, Company secretary Kanpur to undertake the secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "annexure G 'The Audit Report and the Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark by the Auditors.

LOANS, GUARANTEES & INVESTMENTS:

The particulars of Loans, guarantees and investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS:

The policy on Related Party Transactions as approved by the Board is available on the website of the Company www.supertannery.conn. All contractsfarrangemenls entered by the Company during the previous financial year with the related parties were in the ordinary course of business and on arm's length basis. The Audit Committee and the Board of Directors reviewed the transactions (which are repetitive in natune)and the Audit Committee granted approval for such transactions. The disclosures as required underAS-13have been made in notes forming part of the standalone financial statement. The particulars of contracts or arrangements entered in to by the company with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 has been disclosed in Form No. AOC-2 which is annexed hereto.

AUDITORS'REPORT:

The comments of the Auditors in their Audit Report and reference to "Notes on Accounts" forming part of the Financial Results are seff-expianatory and need no further comments.

ACKNOWLEDGMENT:

Your directors would like to express their gratitude and appreciation for the continued support and co-operation received from State Bank of India, Central & State Government Authorities, Regulatory Bodies, Stock Exchanges and Shareholders, Your directors wish to place their deep sense of appreciation on record for the devoted services of the

officers, staff and workers of the Company. „ . ,, . .

On behalf of the Board of Directors

Place: KANPUR IFTIKHARULAMIN MOHD.IMRAN

Date: 13 06 2024 Managing Director Whole Time Director