The Board of Directors of your Company are pleased to present the Third (3rd) Annual Report on the business and operations of the Company, stating the progress and growth achieved during the year along with Audited Financial Statements with Auditors’ Report thereon, for the Financial Year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS:
The financial performance of the Company for the financial year ended on 31st March, 2025 is as follows:
(Figures in thousands)
Particulars
|
As on 31st March, 2025
|
As on 31stMarch, 2024
|
Revenue from Operations
|
750966.68
|
650287.48
|
Other Income
|
944.39
|
1120.59
|
Total Income
|
751911.08
|
651408.07
|
Total Expenses
|
668468.00
|
585139.52
|
Profit before Exceptional and Extraordinary Items and Tax
|
' 83433.08
|
66268.54
|
Exceptional & Extraordinary Items
|
(109.37)
|
--
|
Profit Before Tax
|
83552.45
|
66268.54
|
Less: Income Tax (Current Year)
|
21678.90
|
17671.30
|
Less: Deferred Tax
|
191.70
|
828.50
|
Profit/(Loss) after tax
|
61681.85
|
49425.74
|
Earning Per Share (EPS)
|
7.37
|
10.96
|
The Company has prepared the financial statements in accordance with the generally accepted accounting principles in India (‘Indian GAAP’) to comply in all material respects with the notified Accounting Standards (‘AS’) under Section 133 of the Companies Act, 2013 (‘the Act’), read with rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016.
RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS
The Company is a public company listed on SME Platform of Bombay Stock Exchange (“BSE-SME”). During the financial year under review, the Company recorded a turnover of ? 7,50,966.68 thousand against ? 6,50,287.48 thousand in the previous year and the Company has incurred profit of ? 61,681.85 thousand as compared to profit of ? 49,425.74 thousand in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of Business of the Company during the financial year.
TRANSFER TO RESERVES
Details with regard to amount transferred to reserves are provided in the Notes to financial statements forming part of this Annual Report.
DEPOSIT
The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial Year 2024-25.
CHANGE IN SHARE CAPITAL
Authorized Share Capital
As on 31st March 2025, the Authorized Share Capital of the Company stands at ^13,50,00,000 (Rupees Thirteen Crores Fifty Lakhs only), divided into 1,35,00,000 Equity Shares of ?10/- each.
During the financial year 2024-25, the Company increased its Authorized Share Capital from ^12,00,00,000 (Rupees Twelve Crores only), comprising 1,20,00,000 Equity Shares of ?10/- each, to ^13,50,00,000 (Rupees Thirteen Crores Fifty Lakhs only), comprising 1,35,00,000 Equity Shares of ?10/- each.
Paid up Share Capital
As on 31 st March 2025, the paid-up Share Capital of the Company stands at ? 91,090,880 (Rupees Nine Crore Ninety Thousand Eight Hundred Eighty only), divided into 91,09,088 Equity Shares of 110/- each.
During the financial year 2024-25, the Company increased its paid-up Capital from ? 45,090,910 (Rupees Four Crore Five Lakh Ninety Thousand Nine Hundred Ten only), Equity Shares of ?10/- each, 91,090,880 (Rupees Nine Crore Ninety Thousand Eight Hundred Eighty only), comprising 91,09,088 Equity Shares of ?10/- each.
Bonus Issue
During the period under review, Your Company has declared and allotted 45,09,091 Bonus Equity Shares of ?10/- each to shareholders in the ratio 1:1.
Preferential Issue
During the period under review, Your Company has issue and allotted 90,906 Equity Shares of ?10/- each on the preferential basis.
DIVIDEND
Board have considered it financially prudent in the long-term interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. Therefore, Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2025.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
During the period under review, there are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
However, a notable development during the financial year 2025-26 was the successful completion of the Company’s Initial Public Offering (IPO), followed by its listing on the BSE-SME platform with effect from 02 July 2025. This milestone represents a pivotal moment in the Company’s growth journey and reflects the confidence of investors in the Company’s business model and future prospects.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, the Company has not granted any loans, provided any guarantees or made any investments falling within the purview of Section 186 of the Companies Act, 2013.
The requisite disclosures in this regard, as applicable, have been made in the Financial Statements, which are to be read together with the Notes annexed thereto and forming an integral part of the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are attached as Annexure-I in the Form AOC-2.
The Policy on dealing with related party transactions, as approved by the Board may be accessed on the Company’s website at the link https: https://supertechev.com/investor/policies-and-code-of-conduct
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they continue to confirm the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The Board of Directors are of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA“).
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are as under:
(A) Conservation of Energy
Steps taken or impact on conservation of energy
|
|
The steps taken by the Company for utilizing alternate sources of energy
|
Nil
|
The capital investment on energy conservation equipment’s
|
|
(B) Technology Absorption
1. Efforts made towards technology absorption: Nil
2. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
Details of technology imported
|
|
Year of Import
|
N.A.
|
Has technology been fully absorbed
|
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
|
|
4. Expenses incurred on Research and Development
During the period under review particulars regarding expenditures on research and development are as under:
Particulars
|
|
Capital Expenditures
|
|
Recurring Expenditures
|
Nil
|
Total
|
|
Total Research and development expenses as % of turnover
|
|
FOREIGN EXCHANGE EARNINGS AND OUTGO-
The Foreign Exchange earned in terms of actual inflows during the year- NIL
The Foreign Exchange outgo during the year in terms of actual outflows- NIL
MAJOR EVENTS RELATED TO INITIAL PUBLIC OFFERING OF COMPANY (IPO)
4- Board Meeting for raising fund through Initial public offering: At the Board meeting held on 22nd June, 2024, The Board pass the Resolution pursuant to the Companies Act, 2013, SEBI ICDR Regulations, and other applicable laws, proposed to raise up to ?30 crores through an Initial Public Offer (IPO) of equity shares of face value ?10 each (issued at par or premium).
-I- Extraordinary General Meeting for raising fund through Initial public offering:- At the Extraordinary General Meeting of the Shareholders of the Company the shareholders of the Company pursuant to the provisions of Section 23, Section 62(1)(c) and other applicable provisions of the Companies Act, 2013, the rules made thereunder, the Memorandum and Articles of Association of the Company, the SEBI (ICDR) Regulations, 2018, the Securities Contracts (Regulation) Act, 1956 and all other applicable laws and subject to necessary approvals from statutory and regulatory authorities, the consent of the shareholders was accorded to the Board of Directors to create, offer, issue and allot equity shares of ?10 each, ranking pari-passu with existing equity shares, whether at par or premium, through an Initial Public Offer (IPO), for an aggregate amount not exceeding ?30 crores through an Initial Public Offer (IPO).
-I- Board Meeting for Filing Red Herring Prospectus: At the meeting of the Board of Directors of the Company held on 19th June, 2025, the Board, pursuant to the provisions of Sections 26 and 32 of the Companies Act, 2013 and other applicable laws, passed a resolution authorizing Mr. Yetender Sharma to file the Red Herring Prospectus with SEBI, the concerned Stock Exchange(s), and any other regulatory authority, as may be required.
-I- Listing and Trading Approval: The Company received listing and trading approval from the Bombay Stock Exchange (BSE) dated July 1, 2025, following the successful completion of all mandatory procedures required under BSE and SEBI regulations.
-I- Listing Ceremony: The Company successfully listed its securities on the SME platform of the Bombay Stock Exchange on July 02, 2025, marking the commencement of official trading of its equity shares on the exchange a notable development during the financial year 2025-26 was the successful completion of the Company’s Initial Public Offering (IPO), followed by its listing on the BSE-SME platform with effect from 02 July 2025. This milestone represents a pivotal moment in the Company’s growth journey and reflects the confidence of investors in the Company’s business model and future prospects.
*All the Documents Related to IPO are available on Suprtech EVLimited website: - https://supertechev.com/
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:
In compliance with Section 197(12) of the Companies Act, 2013, and Rules 5(1) to (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report includes detailed disclosures on managerial remuneration and employee compensation, presented in Annexure II.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is deeply committed to inclusive growth and has been actively engaged in holistic community development since its inception Our CSR activities are guided by a comprehensive CSR Policy, ensuring a structured and impactful approach. The policy details can be accessed on our website www.supertechev.in with the link available a https://supertechev.com/investor/policies-and-code-of-conduct/
Your company is required to allocate eligible funds to CSR activities for the financial year 2024-25. The Company is making arrangements to spend the funds as per the Act and rules made thereunder. A detailed report on CSR activities is annexed as to Annexure III this report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that: -
a) in the preparation of the annual accounts, the applicable accounting standards 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 as on 31st March 2025 and of the profit and loss of the Company for that period;
c) 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;
d) the Directors have 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 such internal financial controls are adequate and were operating effectively
f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
ANNUAL RETURN
A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s website and can be accessed at https:// supertechev.com/
MANAGEMENT DETAILS/ INFORMATION
The Board of Directors of the Company comprises individuals with extensive global experience, strong financial acumen, strategic insight, and exemplary leadership qualities. Their unwavering commitment to the Company’s success is demonstrated through their active participation and thorough preparation for Board Meetings. The Board conducts a comprehensive skill assessment to identify the core skills, expertise, and competencies of the Directors, ensuring the effective functioning of the Company and the continued achievement of its goals. The Company’s Board includes leaders and visionaries who provide strategic direction and guidance. As of March 31, 2025, the Board consists of Six Directors, including three Executive Directors and three Non-Executive (Independent) Directors, reflecting an optimal balance.
Composition of Board Directors
As on 31st March 2025, Composition of Board Directors as follows:
S. No.
|
Name of the Director
|
Designation
|
Date of Appointment
|
1.
|
Mr. Yetender Sharma
|
Managing Director
|
12/08/2022
|
2.
|
Mr. Jitender Kumar Sharma
|
Chairman & Whole Time Director
|
01/11/2022
|
3.
|
Ms. Geetanjali Sharma
|
Whole T ime Director
|
01/11/2022
|
4.
|
Mr. Sachin Haritash
|
Independent Director
|
22/06/2024
|
5.
|
Mr. Sumeet Khurana
|
Independent Director
|
22/06/2024
|
6.
|
Ms. Sukriti Jaggi
|
Independent Director
|
22/06/2024
|
During the year under review, the following changes took place in the Board of Directors:
The Board of Directors, at its meeting held on June 22, 2024 appointed Mr. Sachin Haritash, Mr. Sumeet Khurana and Ms. Sukriti Jaggi as Independent Director of the Company for a term of 5 Years
Key Managerial Personnel of the Company
As on 31st March 2025, Key Managerial Personnel as follows:
S.No.
|
Name of the Director
|
Designation
|
Date of Appointment
|
1.
|
Mr. Yetender Sharma
|
- Managing Director
|
12/08/2022
|
2.
|
Mr. Jitender Kumar Sharma
|
Whole T ime Director
|
01/11/2022
|
3. .
|
Ms. Geetaniali Sharma
|
Whole T ime Director
|
01/11/2022
|
4.
|
Mr. Jatin Dhawan
|
CFO
|
21/10/2024
|
5.
|
Ms. Pooja Jain
|
Company Secretary
|
04/03/2024
|
During the year under review, the following changes took place in the Board of Directors:
During the year under review, Mr. Yatender Kumar Sharma resigned from the position of Chief Financial Officer (CFO) of the Company with effect from October 19, 2024, The Board places on record its appreciation for the valuable contributions made by him during his tenure.
Subsequently, the Board of Directors, at its meeting held on October 21, 2024 appointed Mr. Jatin Dhawan as the Chief Financial Officer (CFO) of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013 and applicable rules thereunder.
RE-APPOINTMENT AT THE ENSURING AGM RETIREMENT OF DIRECTOR BY ROTATION
In accordance with the provisions of the Act, not less than 2/3rd (two-third) of the total number of directors of the Company (other than Independent Directors and Nominee Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being are liable to retire by rotation at every subsequent annual general meeting. Accordingly, pursuant to the Act read with Articles of
Association of your Company, Mr. Jitender Kumar Sharma (DIN-09777408) been longest in office is liable to retire by rotation and, being eligible, offers himself for reappointment.
MEETINGS OF THE BOARD
During the financial year 2024-25, the Board of Directors met 14 (Fourteen) times. The meetings were conducted in compliance with the provisions of the Companies Act, 2013 and Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India.
During the period under review, the meetings were held on 20/04/2024, 24/05/2024, 27/05/2024, 01/06/2024, 22/06/2024, 29/06/2024, 03/07/2024, 05/09/2024, 19/09/2024, 21/10/2024, 06/11/2024, 30/12/2024, 28/01/2025 and 19/03/2025. The maximum gap between two consecutive meetings did not exceed 120 days.
The details of the Meetings are as follows:
S.
No.
|
Name of the Director
|
Designation
|
No of board Meetings held during his/her tenure as Director in the year
|
No. of Meetings Attended during the year
|
1.
|
Mr. Yetender Sharma
|
Managing Director
|
14
|
14
|
2.
|
Mr. Jitender Kumar Sharma
|
Chairman & Whole Time Director
|
14
|
14
|
3.
|
Ms. Geetaniali Sharma
|
Whole T ime Director
|
14
|
14
|
4.
|
Mr. Sachin Haritash
|
Independent Director
|
9
|
9
|
5.
|
Mr. Sumeet Khurana
|
Independent Director
|
9
|
9
|
6.
|
Ms. Sukriti Jaggi
|
Independent Director
|
9
|
9
|
The 2nd Annual General Meeting of the Company was held on 30th September, 2024.
COMMITTEES OF THE BOARD & ITS MEETING
The Board committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities which concern the Company and need a closer review. The Board committees are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the members of the Board, as a part of good governance practice.
All decisions and recommendations of the committees are placed before the Board for information or approval. The minutes of the meetings of all the committees are placed before the Board for their review.
The Company has currently had 4 (Four) Committees:
a) Audit Committee (AC)
b) Nomination and Remuneration Committee (NRC)
c) Stakeholder’s Relationship Committee (SRC).
d) Corporate Social Responsibility Committee (CSR).
The major terms of reference of the Committees, its composition and number of meetings held during the year ended March 31, 2025 are as follows:
AUDIT COMMITTEE
Your Company has duly constituted Audit Committee with 3 Members in accordance of Section 178 of the Companies Act, 2013.
The Composition of the Audit Committee as on 31st March 2025:
Sr. No.
|
Name of the Director
|
Date of Appointment
|
Designation in the Committee
|
1
|
Mr. Sachin Haritash
|
22/06/2024
|
Chairperson & Member
|
2
|
Mr. Sumit Khurana
|
22/06/2024
|
Member
|
3.
|
Mr. Yetender Sharma
|
22/06/2024
|
Member
|
During the financial year 2024-25, the Audit Committee met 03 (Three) times on 29/06/2024, 30/12/2024 and 10/03/2025 The attendance of members of Committee are as follows:
Sr. No.
|
Name of the Director
|
No of board Meetings held during his/her tenure as Director in the year
|
No. of Meetings Attended during the year
|
1
|
Mr. Sachin Haritash
|
3
|
3
|
2
|
Mr. Sumit Khurana
|
. 3
|
3
|
3.
|
Mr. Yetender Sharma
|
3
|
3
|
Further the terms of reference and other details regarding the Audit Committee, stakeholders may access the Company’s website at the link: https://supertechev.com/.
NOMINATION AND REMUNERATION COMMITTEEF
Your Company has duly constituted Nomination & Remuneration Committee with 3 Members in accordance of Section 179 of the Companies Act, 2013.
Composition of Nomination & Remuneration Committee as on 31st March 2025:
Sr. No.
|
Name of the Director
|
Date of Appointment
|
Designation in the Committee
|
1.
|
Mr. Sachin Haritash
|
22/06/2024
|
Chairperson and member
|
2.
|
Mr. Sumit Khurana
|
22/06/2024
|
Member
|
3.
|
Ms. Sukriti Jaggi
|
22/06/2024
|
Member
|
During the financial year 2024-25, the Nomination & Remuneration Committee met 01 (Two) times on 21/10/2024 and 06/11/2024. The attendance of members of Committee are as follows:
Sr. No.
|
Name of the Director
|
No of board Meetings held during his/her tenure as Director in the year
|
No. of Meetings Attended during the year
|
1
|
Mr. Sachin Haritash
|
2
|
2
|
2
|
Mr. Sumit Khurana
|
2
|
2
|
3.
|
Ms. Sukriti Jaggi
|
2
|
2
|
Further the terms of reference and Nomination & Remuneration Policy is updated on the website of the Company i.e. at https://supertechev.com/.
STAKEHOLDER’S RELATIONSHIP COMMITTEE MEETING
Your Company has duly constituted Stakeholders Relationship Committee with 3 Members in accordance of Section 179 of the Companies Act, 2013.
Composition of Stakeholders Relationship Committee as on 31st March 2025:
Sr. No.
|
Name of the Director
|
Date of Appointment
|
Designation in the Committee
|
1.
|
Mr. Sachin Haritash
|
22/06/2024
|
Chairperson and member
|
2.
|
Mr. Sumit Khurana
|
22/06/2024
|
Member
|
3.
|
Ms. Geetanjali Sharma
|
22/06/2024
|
Member
|
During financial year 2024-25 no meeting of Stakeholders Relationship Committee was held.
Further the terms of reference of the Committee and other information, stakeholders may access the Company’s website at the link: https://supertechev.com/.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Your Company has duly constituted Corporate Social Responsibility Committee with 3 Members in accordance of Section 179 of the Companies Act, 2013.
Composition of Corporate Social Responsibility Committee as on 31st March 2025:
Sr. No.
|
Name of the Director
|
Date of Appointment
|
Designation in the Committee
|
1.
|
Mr. Sachin Haritash
|
22/06/2024
|
Chairperson and member
|
2.
|
Mr. Sumit Khurana
|
22/06/2024
|
Member
|
3.
|
Mr. Yetender Sharma
|
22/06/2024
|
Member
|
During the period under review, the Corporate Social Responsibility meetings were held on 06/11/2024.
A detailed report on CSR activities is annexed as to Annexure II this report.
INDEPENDENT DIRECTORS MEETING
The Independent Directors played active role in Board as well as committee meetings in which they are members. Keeping in view the provisions the meeting of Independent Directors held on March 31, 2025, without the presence of Non-Independent Directors and members of the Management.
They reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Director and Non- Executive Directors and 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 its duties.
The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non¬ Independent Directors and the Chairman.
As per the provisions of the Companies Act, 2013 read with Schedule IV, following are the Independent Directors and their attendance as follows.
Sr. No.
|
Name of member
|
Date of Appointment
|
No of board Meetings held during his/her tenure as Director in the year
|
No. of Meetings Attended during the year
|
1.
|
Sachin Haritash
|
22/06/2024
|
1
|
1
|
2.
|
Sumit Khurana
|
22/06/2024
|
1
|
1
|
3.
|
Sukriti Jaggi
|
22/06/2024
|
1
|
1
|
PERFORMANCE EVALUATION
In line with the provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.
The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.
In a separate meeting of Independent Directors held on March 31, 2025 performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.
Criteria for performance evaluation criteria is available on the website of the Company at https:// supertechev.com/.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION 178 (3)
The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013.
The Committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel including senior management and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a director and the policy is available on the website of the Company i.e. https://supertechev.com/investor/policies-and-code-of-conduct/
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and Employees to report genuine concerns. The vigil mechanism provides for
a) adequate safeguards against victimization of persons who use the vigil mechanism; and
b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.
No complaint of this nature has been received by the Audit Committee during the year under review.
No person has been denied access to the Chairperson of the Audit Committee. During the financial year 2024-25, no cases under this mechanism were reported to the Company.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company’s website at the link: https://supertechev.com/.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit Department reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.
To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.
AUDITORS & AUDITORS REPORT:
STATUTORY AUDITOR
M/s. Rajesh Kukreja & Associates (ICAI Firm’s Registration Number 004254N) appointment as Statutory Auditors of the Company for a term of five years i.e. from the conclusion of First AGM till the conclusion of the Sixth AGM.
The Report given by M/s. Rajesh Kukreja & Associates. Statutory Auditors on the financial statement of the Company for the year 2024-25 is part of Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.
SECRETARIAL AUDITORS
As on 31st March 2025, the Company has not triggered the prescribed limits under Section 204 of the Companies Act, 2013 and rules made thereunder for applicability of Secretarial Audit. Accordingly, the requirement for submission of the Secretarial Audit Report in Form MR-3 is not applicable for the financial year under review.
COST AUDITOR
As on 31st March 2025, the Company has not triggered the prescribed limits under Section 148 of the Companies Act, 2013 and rules made thereunder for applicability of Secretarial Audit. Accordingly, the requirement for submission of the Cost Audit Report is not applicable for the financial year under review.
INTERNAL AUDITOR
As on 31st March 2025, the Company has not triggered the prescribed limits under Section 138 of the Companies Act, 2013 and rules made thereunder for applicability of Internal audit. Accordingly, the requirement for submission of the Internal Audit Report is not applicable for the financial year under review.
REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act.
LISTING
The Company was listed on the SME Platform of BSE (BSE-SME) on July 02, 2025. The listing fees have been duly paid and there are no arrears outstanding with respect to the payment of listing fees to the Stock Exchange.
CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance of corporate governance provisions shall not apply to the listed entity which has listed its specified securities on the SME Exchange.
As the Equity Shares of your Company listed on SME Platform of BSE Limited (“BSE-SME”), therefore the provisions regarding Corporate Governance are not applicable to your Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, (“SEBI Listing Regulations”) we invite you to review the Management Discussion & Analysis (MDA) Report included in our Annual Report.
The MDA Report offers a comprehensive overview of our operations, financial performance, and strategic direction. It covers market trends, key achievements, challenges, and future growth initiatives, providing valuable insights into our business performance and outlook.
We encourage all stakeholders to refer to the MDA Report for a detailed understanding of our company’ progress, industry positioning, and long-term vision.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.
RISK MANAGEMENT AND RISK MANAGEMENT POLICY
The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the Board for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.
CODE OF CONDUCT AND ETHICS
The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company’s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one’s conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2024-25.
The details of complaints received or disposed off during the reporting year are as follows:
Number of Sexual Harassment Complaints received
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Nil
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Number of Sexual Harassment Complaints disposed off
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Not Applicable
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Number of Sexual Harassment Complaints pending beyond 90 days
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Not Applicable
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MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
GENERAL
Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
a) There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation
b) No fraud has been reported by the Auditors to the Audit Committee or the Board.
c) There has been no application made or pending under Insolvency and Bankruptcy Code, 2016
d) As per Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.
e) As per Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.
f) As per Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.
g) During the Financial Year under review, the Company neither filed any application nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.
h) As per Rule 8(5) (xii) of Companies (Account) Rules, 2014, during the year under review, the Company has not any one¬ time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.
ACKNOWLEDGEMENT AND APPRECIATION
The Board of Directors extends its sincere gratitude for the invaluable guidance and support received from all stakeholders of the Company. This includes the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the BSE, and other regulatory authorities. The Board also acknowledges the continued trust and support of our bankers, lenders, financial institutions, members, National Securities Depository Limited, Central Depository Services (India) Limited, and customers.
Furthermore, the Directors commend the unwavering commitment demonstrated by all executives, officers, staff, and the Senior Management team, which has significantly contributed to the Company’s excellent performance during the financial year.
Date: 01/09/2025 For & on behalf of
Place: Bahadurgarh, Haryana Supertech Ev Limited
Sd/- Sd/-
Geetanjali Sharma Yetender Sharma
Wholetime Director Managing Director
DIN: 09777406 DIN: 09702846
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