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DIRECTORS' REPORT

Supreme Industries Ltd.

GO
Market Cap. ( ₹ in Cr. ) 56848.34 P/BV 10.04 Book Value ( ₹ ) 445.61
52 Week High/Low ( ₹ ) 5615/3095 FV/ML 2/1 P/E(X) 59.16
Book Closure 20/06/2025 EPS ( ₹ ) 75.64 Div Yield (%) 0.76
Year End :2025-03 

The Directors have great pleasure in presenting the 83 rd Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2025.

(V In Crores)

Particulars

FY 2024-2025

FY 2023-2024

Total Income

10559.07

10251.98

Profit Before Interest, Depreciation & Tax

1545.56

1666.32

Finance Cost

11.90

16.11

Depreciation and Amortization Expenses

358.61

298.38

Profit Before Tax & Exceptional Items

1175.05

1351.83

Tax Expenses

278.25

335.66

Profit After Tax

896.80

1016.17

Other Comprehensive Income (Net of Taxes)

(2.87)

(6.76)

Total Comprehensive Income

893.93

1009.41

DIVIDEND

(V In Crores)

Dividend on 12,70,26,870 Equity Shares of r 2/- each @ % i.e. r 34/- per share as under:-

(Previous year @ 1500% i.e. r 30/- per equity share)

381.08

(a) Interim Dividend @ 500% i.e. r 10 /- per share (already paid in November 2024)

127.03

(b) Final Dividend @ 1200 % i.e. r 24 /- per share

304.86

Total

431.89

The Board of Directors of the Company had adopted the Dividend Distribution Policy on 25th January, 2017 in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company's website at www.supreme.co.in.

The dividend payment is in accordance with the Dividend Distribution Policy, which is available on the website of the Company.

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 31st March, 2025, are as follows -

The Company sold 674510 MT of Plastic goods and achieved net product turnover of r 10295 Crores during the year under review against sales of 639701 MT and net product turnover of r 10022 crores in the previous year achieving volume and product value growth of about 5% and 3%, respectively.

Total Income and Operating Profit for the year under review amounted to r10559.07 crores and r1432.74 crores respectively as compared to r 10251.98 crores and r 1548.54 crores, in the previous financial year.

The Profit before Tax and Profit after Tax for the year under review amounted to r 1175.05 crores and r 896.80 crores respectively as compared to r 1351.83 crores and r 1016.17 crores, in the previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management's Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

CREDIT RATING

The Company's financial discipline and prudence is reflected in strong credit rating ascribed by CRISIL as under: -

Total Bank Loan Facilities Rated

R 1710.90 crores

Long-Term Rating

CRISIL AA /Stable (Reaffirmed)

Short-Term Rating

CRISIL A1 (Reaffirmed)

R 200 Crores commercial paper

CRISIL A1 (Reaffirmed)

FIXED DEPOSITS

The Company has not accepted any deposits as per the provisions of the Companies Act 2013 during the financial year 2024-2025.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

• in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

• the Directors have selected such accounting policies and applied 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 as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

• the Directors have 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;

• the Directors have prepared the annual accounts on a going concern basis;

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate report on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - I to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - II to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 and forming part of the Boards' Report for the year ended 31st March, 2025 is given in the separate Annexure of this Report.

The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in terms with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 83 rd Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company & its subsidiary & associate which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format AOC-I is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Company.

In accordance with Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated financial statements & related information of the Company & Audited Accounts of its Subsidiary Company are available on the website www.supreme.co.in. These documents will also be available for inspection during business hours at the registered office of the company. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the company.

The Consolidated net profit of the company and its subsidiary amounted to R 958.10 crores for the financial year ended 31st March, 2025 as compared to R 1062.34 crores for the previous financial year ended 31st March, 2024.

Additional details regarding performance of the Associate Company & Subsidiary Company have been mentioned in the succeeding paragraphs.

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

Net Revenue and Net Profit of that Company for the year ended 31st March, 2025 was R 6096.54 crores and R 390.52 crores, as against R 5321.49 crores and R 346.48 crores respectively during the previous year.

During the year under review, your Company received an aggregate amount of R 54.98 crores as Dividend, including R 14.47 crores of Interim Dividend for the year 2024-2025.

Pursuant to the Agreement executed with M/s. Versalis, Italy, for purchase of technology for manufacturing of Mass ABS products, the first phase of ABS project's construction work is nearing completion and commercial production is expected to commence from 2nd Quarter in 2025-2026. Second phase of EPS capacity expansion project and new compounding lines for ABS project will be completed by June, 2025 and likely to go for commercial production in 2nd Quarter of F.Y. 2025-2026.

SPL has proposed final dividend of R 7.50 per share in its Board meeting held on 23rd April, 2025, subject to the approval of shareholders, which would entitle the Company to receive an amount of R 43.40 crores as dividend during the year 2025-26.

SUBSIDIARY COMPANY

In F.Y. 2024-2025, international sales increased in value terms engulfing new geographies. Growth is even contributed by new products developed in an exclusive manner for international market. Moreover, efforts of the last many years are fructifying, resulting in the opening of business in new countries and territories. Economic conditions impacted expected growth, including non-conclusion of high value project orders.

Due to evolving geo-economic situation, exports from India to Europe, USA & erstwhile USSR countries is expected to improve in coming years. During F.Y. 2025-2026, Supreme is poised to achieve a significant volume growth by aligning sales efforts to capture such new opportunities. Further, volume growth will come from expansion of business in current markets, by introducing new products & capturing high value project orders. An ongoing process of product improvement & obtaining product conformity certificates to varied international standards will continue substantiating commitment of Supreme towards quality. Supreme will be showcased across numerous international exhibitions & conferences to raise awareness as a potential leading brand in piping product segment.

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company's website at www. supreme.co.in. Presently there is no material subsidiary company.

DIRECTORS APPOINTMENT / RE APPOINTMENT

Shri S.J. Taparia Executive Director (00112513) of the Company, retires by rotation at the forthcoming Annual General Meeting in accordance with provision of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Shri M P Taparia, Managing Director, Shri P C Somani, Chief Financial Officer and Shri R J Saboo, VP (Corporate Affairs) & Company Secretary were appointed as Key Managerial Personnel of your Company, in accordance with the provisions of Section 203 of the Companies Act 2013 and there is no change in the same during the year under review.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met on 6 occasions virtually/ physically during the year ended 31st March, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

b. Pursuant to amendment in Section 178(2) of the Companies Act and SEBI LODR Regulations, the process for evaluation of the performance of the Board, its Committees and Individual Directors (Non-Executive Directors, Executive Directors & Chairman) was undertaken as per the criteria formulated by the NRC in its meeting held on 20th January, 2025.

The Board has, on the recommendation, of the Nomination & Remuneration Committee, framed a Nomination & Remuneration

policy and Policy on fixation of criteria for selection & appointment, removal of Directors & Senior Management Personnel. The Nomination & Remuneration Policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel are annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.

c. The Company has put in place, an induction and familiarization programme for all its Directors, including the Independent Directors.

The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations is available on the website of the Company.

AUDITORS

Statutory Auditors & their Report :-

The Statutory Auditors M/S Lodha & Co LLP., Chartered Accountants having Registration No E300284 (erstwhile M/S Lodha & Co., Chartered Accountants having Registration No 301051E) was re-appointed in 79th Annual General Meeting to hold office from the conclusion of 79th Annual General Meeting for a term of consecutive five years till conclusion of 84th Annual General Meeting to be held in the calendar year 2026.

The Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

Note on financial statement referred in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, or adverse remark.

Cost Auditors' & their Report :-

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No: 00294) as Cost Auditor of the Company, for the financial year ending 31st March, 2026, on a remuneration as mentioned in the Notice convening the 83rd Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. Kishore Bhatia & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Members' approval for remuneration payable to Cost Auditors forms part of the Notice of the 83rd Annual General Meeting of the Company and same is recommended for your consideration.

Cost Audit Report for the year ended 31st March, 2024 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March, 2025 the same shall be filed within prescribed time after completion of Cost Audit by the Cost Auditors.

The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

SECRETARIAL AUDITORS & ITS REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors as recommended by Audit Committee and subject to members approval at this AGM, recommended appointment of M/s V Laxman & Co, Practicing Company Secretary (C.P No. 744), as Secretarial Auditors of Company for the term of 5 (five) consecutive years from 1st April, 2025 to 31st March, 2030.

Secretarial Audit Report for the financial year ended 31st March, 2025 issued by M/s. V Laxman & Co, Company Secretaries in Form MR-3 forms part to this report - as Annexure V. The said report does not contain any observation or qualification requiring explanation or adverse remark.

AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no other material changes or commitments occurred after 31st March 2025, which may affect the financial position of the company or may require disclosure.

INTERNAL FINANCIAL CONTROLS

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee. The detailed para on Internal Financial Controls, its adequacy and operating effectiveness are included in the Management Discussions & Analysis.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported any fraud, as specified under Section 143(12) of the Act to the Audit Committee.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee as also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving

details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm's length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company's policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year ended on 31st March, 2025, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions are set out in Note to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company's website at the Link: www.supreme.co.in

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

A "Vigil Mechanism Policy" for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns by them of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY

Your Company has an elaborate risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity's objectives can be viewed in the context of four categories viz Strategic, Operations, Reporting and Compliance. The Company consider activities at all levels of the organization, viz. Enterprise level, Division level, Business unit level and Subsidiary level, in Risk Management framework. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise risk management framework; and (b) Overseeing that all the risk that the organization faces are properly addressed.

The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment

and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Annexure VII (A), (B) & (C1 & C2).

The Policy is available on the website of the Company i.e. www. supreme.co.in.

BUSINESS RESPONSIBILITY AND SUSTANIBILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) as approved by the Business Responsibility and Sustainability Committee and Board of Directors for F.Y. 2024-25, forms part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the previoius Financial Year is uploaded on the website of the Company and can be accessed at www. supreme.co.in.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. Neither the Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from its subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels during the year. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.