Suprajit Engineering Ltd Directors Report

Your Directors have pleasure in presenting their Thirty Ninth (39th) Annual Report and the Audited Financial Statements for the financial yearended March 31,2024 togetherwith the IndependentAuditors Report.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	16,082.85	14,745.96	29,557.76	27,909.93
Profit before tax expense	2,903.00	2,476.79	2,277.75	2,202.40
Less: Provision for taxation	543.07	608.97	605.05	681.31
Profitaftertax	2,359.93	1,867.82	1,672.70	1,521.09
Add: Surplus from last year	4,641.58	3,073.45	4,893.38	3,673.54
Less: Other Comprehensive Income	(9.38)	(2.15)	(10.95)	(3.71)
Profitavailableforappropriationafteradjustments	6,992.13	4,939.12	6,555.13	5,190.92
APPROPRIATIONS:
1. Interim dividend [ ? 1.10(March31,2023:? 1.05) per share]	152.29	145.31	152.29	145.31
2.Finaldividend [March 31,2023:? 1.25(March31,2022:? 1.10) per share]	173.04	152.23	173.04	152.23
3. Balance carried to Balance Sheet	6,666.80	4,641.58	6,229.80	4,893.38

TRANSFER TO RESERVES

Your Board has not proposed to transfer any amounts to reserve.

DIVIDEND:

An Interim Dividend of ? 1.10 per Share of ? 1/ -each (110%) was declared and paid during the financial year under report. After careful review, your Directors have recommended a final dividend of Re. 1.40 (140%), subject to necessary approval by the shareholders.

Total dividend outgo during the year is ? 325.33 million as against ? 297.54 million duringtheyear 2022-23.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED DURING THE FINACIAL YEAR ENDED MARCH 31, 2024:

During the financial year, the Company at its Board meeting held on February 14, 2024 has Re-appointed Mr. K Ajith Kumar Rai, Executive Chairman and Mr. Nagamangala Srinivasan Mohan, Managing Director and Group CEO of the Company with effect from April 1, 2024, the Requisite approvals were obtained from the Shareholders for these Re-appointments through postal ballot within the prescribe time.

In terms of the provisions of the Act and the Articles of Association of the Company, Mr. Akhilesh Rai, Director and Chief Strategy Officer of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment.

The composition of the Board of Directors of the Company as on March 31, 2024 is as below:

1. Mr.K. Ajith Kumar Rai - Executive Chairman

2. Mr. Mohan N.S-Managing Director & Group CEO

3. Mr.Akhilesh Rai-Director&ChiefStrategyOfficer

4. Mrs. Supriya A. Rai - Non-Executive Director

5. Mr. M. Lakshminarayan - Independent Director

6. Mr. Harish Hassan Visweswara - Independent Director

7. Mrs. Bharati Rao-IndependentDirector

8. Mr. Bhagya Chandra Rao-IndependentDirector (W.e.f April 1,2023)

SHARE CAPITAL:

As on March 31, 2024, the Authorized Share Capital of the Company was ? 850,000,000/- (Rupees Eight fifty Million) and the Paid-up Share Capital was f 13,84,60,973/- (Rupees One Thirty Eight Million Four Hundred Sixty Thousand Nine Hundred Seventy Three Only).

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENT VOTING RIGHTS AND/ OR ISSUE OF SWEAT EQUITY SHARES:

During the financial year under review, the Company has not issued any Shares with Differential voting Rights and/or Sweat EquityShares.nature of business duringthe financialyear.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing and selling of automotive and other components that are considered as single segment. There were no changes in the nature of business duringthe financialyear.

Operations - Management Discussion and Analysis

Your Company, on a standalone basis, recorded an operational income of ^15,367.36 million duringthe financialyear 2023-24, compared to ^14,310.19 million during the financial year 2022- 23, reflectinga growth of7.39%. OperationalEBlTDAfor the year was ? 2,759.63 million during the financial year 2023- 24, compared to ? 2,495.33 million during the financial year2022-23, indicating a growth of 10.59%. The consolidated group operational income was ? 28,958.55 million for the financialyear 2023-24, compared to ? 27,523.55 million forthe financial year 2022-23, reflecting a growth of 5.21%. The consolidated Operational EBITDA for the year was ?3,258.55 million duringthe financialyear 2023-24, compared to ?3,187.42 million during the financial year 2022-23, reflecting a growth of 2.23%.

The overall consolidated EBITDA at 11.25% and standalone operating EBITDA at 17.96% remained similar to the previous years performance, despite the challenging business environment.

As reported last year, the business model of Suprajit has significantly changed with the acquisition of the Light Duty Cable (LDC) Division from Kongsberg and the foray into electronics. Accordingly, your Companys operations have now been regrouped into four divisions, and a brief report on each of these divisions is detailed below.

Suprajit Controls Division (SCD):

SCD comprises automotive and non-automotive exports from India and businesses outside of India through Unit 9/SAL/SEU/Wescon/LDC entities.

The operational revenue remained flatwith an EBITDA of 6% for theyear. Thiswas largely due to global uncertainty, geopolitical disruptions, and a general economic slowdown, along with high interest rates, significant wage increases in Mexico, special import duties for Chinese products, etc. The non-automotive business contracted this year. However, strong order wins in the automotive division across geographies are a clear silver lining for this division. Operationally, all the plants are performing satisfactorily. The year also saw the relocation of the China plant.

Domestic Cable Division (DCD):

DCD manufactures cables and certain new products beyond cables in India. The DCD continues to perform well with a

strong EBITDA margin. However, there was a downturn in the aftermarket business. The division is slowly gaining traction for ‘Beyond Cables products, including CBS, latch assembly, actuators, etc. An industrial property was purchased duringthe year, with land measuring 175,000 sq. ft. located at Jigani IndustrialArea, Bengaluru.

Phoenix Lamps Division (PLD):

PLD manufactures halogen lamps in India for the domestic market and makes direct exports through Luxlite. This division showed a significant turnaround with improved margins despite the decrease in halogen lamp usage in the original equipment segment. This division increased its revenue and restored its double-digit margins, compared to the single digits of the previous two years. The restructuring of Trifa and Luxlite is mostly complete.

Suprajit Electronics Division (SED):

SED comprises the electronics facility at Doddaballapur, a new division of Suprajit. SED had an excellent first year with good quarter-on-quarter growth and a double-digit margin in Q4. The division has attracted several new customers and new projects for its range of products. Deliveries of actuators, digital clusters, and throttle position controls to marquee EV/ICE 2/3 wheelers continue to scale new highs.

Suprajit Technology Centre (STC):

STC is the Innovation Centre at Suprajit Group, located in Bangalore. Automotive electronics, actuators, and braking products are the core range of products of STC. With close interactions with customers, new contracts have been won, and multiple products are under evaluation. Plans are afoot to set up larger premises to house the growing STC teams. Customers are now ready to consider your Company for ‘Beyond Cable projects.

Current Year and Outlook for the Future:

While global uncertainties continue, the business through SCD is expected to be strong with significant new contract wins in the automotive sector. The non-automotive part of the business is expected to face challenges this year. Global customers plans to mitigate risks in specific geographies/countries are bringing in additional contracts for your Company. In line with the strategy to offer customers onshore, nearshore, and low-cost operations, your Company announced the acquisition of the Stahlschmidt Group of Companies (SCS) from insolvency proceedings in Germany. This acquisition will make your Company one of the top two cable makers in the world and a preferred cable solutions provider to every global major in the automotive/non-automotive world.

DCD is expected to pursue every business opportunity in cable and ‘Beyond Cable businesses and perform satisfactorily for the year.

With the restructuring completed, PLD will continue to focus on the global aftermarket business through Luxlite along with domestic markets. The turnaround in margins is expected to be sustained with continued growth in this division.

After a successful first year of operation, SED will consolidate and grow during this year. The division is expected to perform satisfactorily considering the additional new contracts won recently.

The overall capex for the year, for the group, is expected to be around Rs. 1,800 million, covering all divisions.

SALIENT FEATURE OF FINANCIAL STATEMENT OF SUBSIDIARIES:

A separate statement in Form AOC-1, is given as Annexure-1, which contains the salient features of the financial statement of Subsidiaries. The Annual Accounts and related documents of the Subsidiary Companies will be kept open for inspection at the Registered Office of the Company. The aforesaid documents will also be made available to the Members of the Company upon receipt of written request from them.

CREDIT RATING:

The Companys financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies as exhibited below:

Instrument	Rating Agency	Rating/ Outlook	Remarks
Long Term Debt	CRISIL	AA/Stable	Re-affirmed
Long Term Debt	ICRA	AA/Stable	Re-affirmed
Long Term Debt	India Ratings & Research	AA/Stable	Re-affirmed
Short Term	CRISIL	A1 +	Re-affirmed
Short Term	ICRA	A1 +	Re-affirmed
Short Term	India Ratings & Research	A1 +	Re-affirmed
Term Deposit	India Ratings & Research	AA/Stable	Re-affirmed

FRAUD REPORTED BY THE AUDITORS DURING THE FINANCIAL YEAR:

Not applicable as there were no such instances during the year. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined under the provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the Company had no deposits as on March 31, 2024.

DISCLOSURE AS PER THE COMPANIES (ACCEPTANCE OF DEPOSITS) SECOND AMENDMENT RULES, 2015.

The Company has not accepted any unsecured loan from the Directors of the Company and/or relatives of the Directors during the year under consideration.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no material changes and commitments between the end of the financial year and the date of the Report, which affect the financial position of the Company.

COPY OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of annual return in form MGT-7 of the financial year 2023-24 on its website at www.suprajit.com.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

During the financial year, the Company has entered into the following pursuant to the provisions of Section 186 of the CompaniesAct, 2013:

Name of the Entity	Particulars of Loans, Investments or Guarantees	Amount in (^ Millions)
Suprajit USA, INC.	Loan of USD 10.00 Million converted at March 31,2024 exchange rate of 1 USD = ^ 83.3739)	833.74

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All related party transactions which were entered into during the financial year were at arms length basis and were in the ordinary course of business and with the omnibus approval of the Audit Committee.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee. In compliance with the provisions of Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in the provisions of Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report as "Annexure- 2".

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Duringthe financialyear, 4(Four) Meetings were held on May 29, 2023, August 12, 2023, November 9, 2023 and February 14, 2024.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms and submits that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no materialdeparture;

ii. the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profits of the Company fortheyearended on that date;

iii. proper and sufficient care has been taken 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 detectingfraud and other irregularities;

iv. the annual accounts have been prepared on a ‘going concern basis;

v. adequate system of internal financial controls has been laid down and the said system is operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

CORPORATE GOVERNANCE

Being a Listed Company, necessary measures are taken to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) as amended from time to time. A report on Corporate Governance, along with a Certificate of compliance from a Practising Company Secretary, forms part of this report.

DIVIDEND DISTRIBUTION POLICY:

The Company has a Dividend Distribution Policy in place, which is available on the website of the Company at www.suprajit.com(http://www.suprajit.com/investors/complia nce/policies-codes/) and also annexed as Annexure-4.

RISK MANAGEMENT POLICY:

The Company has Risk Management Policy in place to oversight in the area of financial risks and controls through Risk Management Committee. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in the management discussion and analysis, which forms part of this report. The Company has taken Directors and Officers Liability Insurance Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)/ SUPRAJIT FOUNDATION:

In line with Section 135 read with Schedule VII of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy "Giving Back to Society".

During the year, the Company has paid ^42.54 Million and Suprajit Automotive has paid ^ 6.54 Million towards the various projects undertaken by Company/Suprajit Foundation. Annual Report on Corporate Social Responsibility (CSR) activities provided in Annexure -5 to this report. The copy of the CSR Policy is available on the website of the Company at www.suprajit.com

(http://suprajit.com/investors/compliance/policies-codes/).

The Company has been active in CSR activities through Suprajit Foundation and has undertaken various projects in the areas of Education,

Healthcare and Rural Development since 2011. Your Directors take this opportunity to thank the honorary Trustees of the Foundation, who continue to devote their valuable time and energy in planning, directing, monitoring and reviewing its activities.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from Environmental, Social and Governance perspective is presented in a separate section, forming part of the Annual Report as Annexure 3.

DETAILS OF EMPLOYEES STOCK BENEFIT SCHEMES:

The Shareholders of the Company have approved ‘SEL Employee Stock Appreciation Rights Plan 2017 ("ESAR 2017") at the 32nd Annual General Meeting of the Company held on November 11, 2017. The Company, through Nomination and Remuneration Committee, has taken necessary steps to implement the same. Disclosure pursuant to Regulation 14 of Securities and Exchange Board of India (SEBI) (Share Based Employee Benefits) Regulations, 2014 is enclosed as Annexure-6

CONSERVATION OF ENERGY:

Conservation of energy continues to be one of the highest priority measures directly supervised by the Chief Strategy officer of the Company. We continue to replace / upgrade old high power consumption equipment with new more modern energy efficient equipments, and these include the Air compressors, DieselGensets, Injection moldingmachinesetc.

The following energy conservation measures were implemented during the year.

• Monitoring and regular review of power consumption, maintaining the power factor value nearby 0.99 to reduce the reactive power losses.

• Compressor retro fitting of VFD is installation completed in our Unit 2 & Unit 7 plants. We will extend this to our all-other plants in a phased manner. This will save our energy consumption.

• 400KW solar plant commissioned in Sanand Plant.

• Instead of installing a higher capacity generator Company has completed the synchronization of a 320 KVA DG and 450 KWP solar plant at our Unit 14, Vallam Plant, Chennai and completed net metering agreement with TANGEDCO.

• Planned to install higher Capacity UPS to prevent breakdowns due to power losses.

• Installed Piped Natural Gas in NCR plants. (PLD-Noida, Manesar, Pathredi plants) to reduce air pollution.

• The company is in the process of finalizing the procurement of Green energy through Group Captive power vendors. This

• Up-gradation of the machine by using VFDs (Variable Frequency Drives) and TPRs (Thyristor Power Regulators) to increase the machines efficiency and reduction of power consumption.

• Periodical inspection and testing of DG sets and transformers have been done as per Indian electricity rule 1956 by Assistant Director Electrical Safety.

• AC drives (VFD) has been installed for high-capacity induction motors to take care of the power consumption in AC motors.in addition to that 22KW induction motor was replaced with 18 KW servo motor in molding machines

In addition, the following new initiatives have been undertaken duringthe financialyearatvarious plants:

a. The Company has installed 1975 kWp solar capacity. Further rooftop solar PV plants of 1189 Wp installed in FY24 in our 3 plants. With this, significant power saving achieved in these plants.

b. Replaced all CFL/old tube lights to LED lamps/fittings, including solar streetlights.

c. Installed high efficiency HVLS industrial ceiling fans in our Units Unit 5,7,16 and SAL sheet roof buildings to reduce the power consumption and to improve the air circulation. With this we removed many conventional ceiling and wall mount air circulators and fans which were consuming high power and improved work efficiency on the shop floor.

d. installation of inverter-based Air conditioner in all the plants of the Company. Proposed for installation of variable refrigerant volume (VRV) based AC in upcoming plants in 2023-24.

e. Replacing the Air Compressors with VFD model Compressors in the Unit 5, Unit 6, Unit 12. Above 60 HP Compressors retrofit VFDs in unit 2, Unit 4, Unit 7, Unit 14 and Unit 15in the year 2023-24.

f. Installation of higher capacity UPS for reduction of scrap and machine breakdown hours in Unit 3, Unit 15, Unit 16 and Suprajit Automotive Pvt. Ltd. Planned for Unit 2, Unit 4, Unit 11 and Unit14.

g. Installation of Sequence Batch Reactors (SBR) based Sewage treatment plants (STP) in Unit 8,9,16. Proposed for other units in 2023-24.

h. A focused effort at our Halogen bulb manufacturing facilities to reduce consumption of gases and electricity used to manufacture the bulbs.

RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION:

a) Research and Development (R&D):

1. The Company has a centralised Technology Centre (STC) in Jigani, Bengaluru. STC has approximately 80+ Engineers working primarily on new product introduction, innovation, design, development, testing and validation.

2. The Group also has design centres in Tamworth, U.K (Suprajit Europe Limited), Suprajit Automotive Private Limited, Doddaballapur, Novi USA and Wichita, USA (Wescon) for Cables and Mechanisms. The Company has a R&D facility at the plant in the NOIDA SEZ focused on developing new types of Halogen and LED bulbs.

3. Development cells in respective units are strong, and respond to our customer needs in an efficient and quick manner.

4. "Product Life Cycle Management (PLM)" software has been implemented to enhance standardization of new product launch and change management.

5. The Company continues to add product & process patents, which are being deployed commercially.

6. The Companys R&D has developed many specialised products beyond cables for various customers in various industries. This is being successfully deployed by the customer.

7. New areas of competence include automotive displays and electronics, braking systems, actuators and sensors. Multiple products have been added to the Companys profile in the last year.

b) Expenditure on Research and Development:

Particulars	2023-24	2022-23
Salaries, Wages & Bonus	77.37	52.82
Cost of materialsconsumed.	2.06	2.20
Other expenses	12.86	24.07
Total	92.29	79.09

c) Technology Absorption, Adaptation, Innovation and particulars of imported technology:

1) The Company has not imported any technology during the financialyear.

2) The Company has developed innovative products and processes for which patents are pending.

3) The Company has successfully adopted customers designs for newtypes of cables, halogen lamps and other products.

GREEN INITIATIVES:

The Company has initiated a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in the print version of the Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned ?1,525.22 Million and expended ?1,917.48 Million duringthe financialyear under review.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

DECLARATION BY THE INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Directors pursuant to the provisions of Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in the provisions of Section 149(6) of the CompaniesAct, 2013.

Further, the Board hereby confirms that all the Independent Directors of the Company fulfill the conditions as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and all the Independent Directors are independent of the Management.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), the Board has carried out an annual performance evaluation of Independent Directors. The Independent Directors have carried out evaluation of Non-Independent Directors, Chairman and all the Committees of the Board.

FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS:

To familiarize the new inductees with the strategy, operations and functions of the Company, the Executive Directors/ Senior Managerial Personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management at the Board Meetings. The copy of Familiarization Programme of Independent Directors is available on the website of the Company at www.suprajit.com

(http://www.suprajit.com/investors/compliance/policies-codes/).

NOMINATION AND REMUNERATION POLICY:

Your Company has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under the provisions of Section 178(3) of the Companies Act, 2013. The Policy is available at the website of the Company at www.suprajit.com

(http://suprajit.com/investors/compliance/policies-codes/).

COMPOSITION OF AUDIT COMMITTEE:

The Company has complied with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the composition of the Audit Committee. During the financial year, the composition of the Audit Committee was as follows:

Mrs. Bharati Rao-Chairperson Mr. K. Ajith Kumar Rai - Member Mr. Harish HV- Member

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has formulated the Whistle Blower Policy with a view to provide a mechanism for Employees and Directors of the Company to approach the Compliance Officers/the Chairman of the Audit Committee of the Company in compliance with Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Whistle Blower Policy are explained in the Report on Corporate Governance and Whistle Blower Policy of the Company is available on the website of the Company at www.suprajit.com(http://suprajit.com/investors/compliance/p olicies-codes/).

AUDITORS:

i. Statutory Auditors:

The Members of the Company at the 32nd (Thirty Second) Annual General Meeting of the Company held on November 11, 2017, appointed Messrs S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) as Statutory Auditors of the Company for a period of 5 (Five) years and on the 37th (Thirty Seventh) Annual General Meeting the Statutory Auditors of the Company appointed for a second term of 5 (five) consecutive years i.e from conclusion of 37th Annual General Meeting till conclusion of42nd AnnualGeneralMeeting.

ii. Cost Auditors:

Messrs G NV Associates, Cost Accountants, Bengaluru was appointed as the Cost Auditors of your Company for the financialyear 2023-24.

iii. Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, a Practising Company Secretary (Membership No.FCS-8860), Bangalore, as the Secretarial Auditor as per the provisions of Section 204 of the Companies Act, 2013 for the financial year 2023-24. The Secretarial Audit Report issued by him is enclosed as "Annexure-7" to this Report.

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS

There are no qualifications or adverse remarks in the Statutory Auditors Report which require any explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in the audit reports in respect of the Audited standalone and consolidated Financial Statements for the financialyear ended March 31,2024.

Further, there are also no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor in his Secretarial Audit Report.

REGULATORY / COURT ORDERS:

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (HSE):

The Companys efforts towards reinforcing a positive safety culture have resulted in reduction of total lost time due to Injuries this year. Similarly, the lost Time Injury Frequency Rate reduced from a year ago.

Further, during the financialyear, no occupational illness case was reported. Due to continued efforts to conserve water and energy, specific water and energy consumption also got reduced.

The Company has demonstrated its commitment to HSE by Establishing HSE Policy, same was communicated across the plants, Employees and interested parties (made available through website) and all the new manufacturing plants have been certified for Environmental Management System (ISO 14001:2015) during the year.

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

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Summary of sexual harassment complaints received and disposed off during the financial year 2023-24:

No. of complaints received: NIL

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaininga copy thereof, such member may write to the Company Secretary in this regard.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure -8".

SECRETARIAL STANDARDS:

The Company complies with applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges and such statements may be "forward looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets/currency fluctuations in which the Company operates, changes in the Government regulations, tax laws and

other statutes and other incidental factors. ACKNOWLEDGEMENT:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from various Governmental agencies, Companys Bankers, Customers, vendors, distributors, BusinessAssociates and otherAcquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future.

	For and on behalf of the Board
	K Ajith Kumar Rai
Place: Bengaluru	Chairman
Date: May29, 2024	(DIN: 01160327)