Your Directors have pleasure in presenting their Fortieth (40^th) Annual Report and the Audited Financial Statements for the financial
year ended March 31,2025 together with the Independent Auditor’s Report.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS:

(' in Millions)

TRANSFER TO RESERVES

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

DIVIDEND:

An Interim Dividend of '1.25 per Share of '1/- each (125%)
was declared and paid during the financial year under report.
After careful review, your Directors have recommended a final
dividend of '1.75 (175%), subject to necessary approval by the
shareholders.

Total dividend outgo during the year is '363.35 million
as against '325.33 million during the year 2023-24.

PARTICULARS OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL APPOINTED DURING
THE FINANCIAL YEAR ENDED MARCH 31, 2025:

The Company at its Board meeting held on February 12, 2025
has appointed Mr. Gaya Nand Gauba and Mrs. Rajni Anil
Mishra, Independent Directors with effect from April 1, 2025
and Re-appointed Mr. Akhilesh Rai, Whole Time Director and
Chief Strategy Officer and Mr. Harish Hassan Visweswara,
Independent Director of the Company with effect from June
12, 2025, 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, Mrs. Supriya Rai, Director 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 31,2025 is as below:

1 Mr. Kula Ajith Kumar Rai - Executive Chairman

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

3 Mr. Akhilesh Rai - Director & Chief Strategy Officer

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

5 Mr. M. Lakshminarayan - Independent Director
(upto March 31,2025)

6 Mr. Harish Hassan Visweswara - Independent Director

7 Mrs. Bharati Rao - Independent Director
(upto March 31,2025)

8 Mr. Bhagya Chandra Rao - Independent Director

SHARE CAPITAL:

As on March 31, 2025, the Authorized Share Capital
of the Company was '850,000,000/- (Rupees Eight Fifty
Million) and the Paid-up Share Capital was '137,161,003/-
(Rupees One Thirty Seven Million One Hundred Sixty One
Thousand 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
Equity Shares.

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 during the financial year.

The Board of Directors approved the proposal of buyback
of 15,00,000 equity shares of '1/- @ '750 per equity share,
aggregating to '1,125,000,000/- during August 2024 and
completed the entire buyback process by way of extinguishment
of shares in the month of September 2024, after making payment
of consideration with necessary compliances of applicable
SEBI guidelines. Post buy-back, the paid-up share capital of the
Company reduced to '137,069,385/- (Rupees One Thirty Seven
Million Sixty Nine Thousand Three Eighty Five Only).

OPERATIONS - MANAGEMENT DISCUSSION AND
ANALYSIS:

During the year, your Company announced the signing of
Share and Asset Purchase Agreement for the acquisition of
the business of Stahlschmidt Cable Systems (SCS), out of
insolvency proceedings in Germany. This was a two-stage
acquisition. The first tranche involving European and Moroccan
part was successfully completed effective 1st July 2024. The
second tranche involving the operations in China and Canada
was completed effective 1st June 2025. SCS, a renowned
manufacturer of automotive cable systems, went into insolvency
due to significant losses. Considering manufacturing footprint in
Morocco and China, an engineering and business development
centers in Germany and Canada, makes this an ideal fit for your
company’s long-term plan. With the acquisition of LDC entities
from Kongsberg Automotive 2 years ago and now SCS, your
Company has a perfect global footprint for its customers to offer
onshore, near-shore and low-cost manufacturing footprints,
unmatched by the competitors.

Your Company, on a standalone basis, recorded an operational
income of '17,184.63 million during the financial year
2024-25 as against '15,367.36 million during the financial year

2023- 24 reflecting a growth of 11.83%. Operational EBITDA
for the year was '2,979.27 million during the financial year

2024- 25 as against '2,759.63 million during the financial year
2023-24 recording a growth of 7.96%. The consolidated group
operational income, excluding SCS, was '31,056.40 million
for the financial year 2024-25 as against Rs. 28,958.55 million
for the financial year 2023-24 recording a growth of 7.24%.
The consolidated Operational EBITDA, excluding SCS, for the
year was '4,011.45 million during the financial year 2024-25
as against '3,258.55 million during the financial year 2023-24
recording a growth of 23.11%. Consolidated EBITDA, excluding
SCS at 12.92% shows a significant improvement compared to
the previous year.

The income for the 9 months for acquired operations relating to
SCS in Europe was '1,713.12 Million with an Operational EBITDA
loss of '490 Million This is largely due to the fact that these
entities are acquired from insolvency. It is expected that by the
end of the current financial year SCS entities / assets purchased
are expected to turn EBITDA positive.

Global uncertainty, geopolitical disruptions, and a general
economic slowdown, along with inflation, significant wage
increases in Mexico, special import duties for Chinese products,
etc had its impact on growth. The non-automotive business
remained muted 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.

Despite these challenges, the operational revenue of the division
grew by 3% with an EBITDA of 9.74% for the year, excluding SCS
entities. The EBITDA margin improved from 6% to 9.7% excluding
SCS, showing a turnaround in operations.

ACQUISITION:

During the year the Company has announced the acquisition
of Stahlschmidt Cable Systems (SCS), out of insolvency
proceedings in Germany. SCS is a well-known Light Duty
Cable maker with a marquee customer base. SCS brings
valuable low-cost manufacturing capabilities in Morocco, a
strong German engineering and sales team, and China exports
through Canada. Headquartered in Germany, SCS has plants in
Morocco and China.

The Acquisition was completed in two stages through Suprajit
USA Inc., the wholly owned subsidiary of the Company: The
first stage (Germany, Poland and Morocco) and China, Canada
in second stage. For completion of acquisition the Company
has incorporated Suprajit Germany GmbH, Germany, Suprajit
Canada Limited, Canada and Suprajit (Jiaxing) Automotive
Systems Company Limited, China.

DOMESTIC CABLE DIVISION (DCD):

DCD manufactures cables and certain new products beyond
cables in India.

The DCD performed well with 13% growth in income. The
operational EBITDA was at 16.70% for the year 2024-25 as
against 17.95% for the year 2023-24 largely due to increased
employee strengths at STC and Corporate, to meet the future
requirements of the Company. The division, while consolidating
its position with the OEM customers and aftermarket, will
also focus on ‘Beyond Cables’ projects including CBS, latch
assembly, actuators, other braking products, etc.

PHOENIX LAMPS DIVISION (PLD):

PLD manufacturers Halogen lamps in India for domestic market,
direct exports and through Luxlite. While the operational revenue
remained flat, the division delivered strong EBITDA margin
at 14.8% compared to 12.1% last year. There has been good
traction of Trifa brand in the global market.

SED comprises of Electronics facility at Doddaballapur - a new
division of your Company.

SED sales grew by 27.41% with an operating EBITDA margin of
7.25%. The division established a second SMT line during the
year. One of the key EV customers reduced business volumes
significantly, leading to certain underutilization of the expanded
facility. Significant efforts are put in by the team to ensure
new businesses in domestic and export markets. Deliveries of
actuators, digital clusters, rotary sensors and other products to
customers continue to scale new highs.

SUPRAJIT TECHNOLOGY CENTRE (STC):

STC is the Innovation Center at Suprajit Group, located in
Bengaluru.

STC, is focused on developing multiple products, including
electronics, actuators, digital clusters and braking products.
Working closely with the customers, new contracts have
been won for the products of STC. Many products are under
evaluation with customers. A larger premise to house growing
STC team is being set up at Plot No. 100, Bommasandra Indl.
Area, Bengaluru.

SUPRAJIT CHUHATSU CONTROL SYSTEMS
PRIVATE LIMITED:

During the year the Company has incorporated Suprajit Chuhatsu
Control Systems Private Limited. The Company has signed
a Memorandum of Understanding (MOU) with Chuo Spring
Company Limited, Japan (Chuo). This collaboration includes
a 50:50 joint venture (JV) in India to design, manufacture, and
supply transmission cables, and a Technical Assistance (TA)
agreement, which grants JV access to Chuo’s unique Japanese
Transmission cable technology.

The JV and TA will first focus on delivering projects for India’s
two leading Japanese PV OEMs. The collaboration brings
together two globally recognised cable suppliers. It extends
the reach of Chuo’s special Transmission cable technology to
India and may further support Suprajit’s global OEM customers.
The collaboration further expands SEL’s product range to key
Japanese customers, and the transmission cable market, going
forward.

CURRENT YEAR AND OUTLOOK FOR THE FUTURE:

While the uncertainties related to global conflicts and tariffs
remain unresolved, the year ahead will be a year of consolidation
and growth. The recent announcement of consolidation of Suprajit
Controls Division along with focussed domestic activities and new
product launches will usher a new era for Suprajit and its future
growth. Our strategy to derisk and grow profitably through our
four divisions and STC would create a clear long term sustainable
profitable growth for your company. This will be further strengthened
with our One-Suprajit solution through SAP, IoT, PLM, etc.

Suprajit is one of the few cable companies in the world who
can provide clear options to customers to supply from onshore,
nearshore and low-cost destinations. This makes your Company a
strategically important supplier to our marquee customer base.

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 Company’s financial discipline and prudence are reflected
in the strong credit ratings ascribed by rating agencies as
exhibited below:

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 31,2025.

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 2024-25 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
Companies Act, 2013:

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 arm’s 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. During the financial year, 4(Four) Meetings were held
on May 29, 2024, August 14, 2024, November 11, 2024 and
February 12, 2025.

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 material departures;

ii. the selected accounting policies were applied consistently
and the judgements 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 31,2025 and of the
profits of the Company for the year ended 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 detecting fraud
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/compliance/policies-
codes/) and also annexed as Annexure-4.

RISK MANAGEMENT POLICY:

The Company has Risk Management Policy in place to provide
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 '49.16 Million and
Suprajit Automotive has paid '7.34 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.

The Business Responsibility and Sustainability Report as required to
be annexed to this report is annexed 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

32^nd 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
equipment, and these include the Air compressors, Diesel
Gensets, Injection molding machines etc.

The following energy conservation measures
were implemented during the year under review.

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

• A Variable Frequency Drive (VFD)-based system has been
installed in Unit 5, Unit 14, and Unit 16 (60 HP compressor
plants). This initiative will be extended to all other plants in a
phased manner, aligned with capacity expansion, leading to
significant energy savings.

• 954KW solar plant commissioned in Three Phoenix Plants.

• The Company has completed synchronization of: A 320 kVA
and 225 kVA DG with a 500 kWp solar plant at Unit 14, DCD
Chennai. A 320 kVA DG with a 350 kWp solar plant at the
Phoenix Chennai Plant. These measures have eliminated
the need for installing higher capacity generators. Net
metering agreements with TANGEDCO have also been
completed.

• Synchronization of 2 * 500 kVA and 1 * 250 kVA DG sets
has enabled efficient load distribution, fuel savings, and
extended equipment life. In Unit 5 and Unit 12, new DG sets
(500 kVA and 400 kVA respectively) conforming to CPCB IV
norms have been installed.

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

• Piped Natural Gas (PNG) has been installed in NCR-based
plants (PLD-Noida, Manesar, and Pathredi) to reduce air
pollution and improve environmental performance.

• The Company has finalized procurement of 5.89 million
units (MU) of green energy annually through group captive
power vendors, initially for all Karnataka units.

• Machines have been upgraded using Variable Frequency
Drives (VFDs) and Thyristor Power Regulators (TPRs) to
improve efficiency and reduce power consumption. A 22
kW induction motor was replaced with an 18 kW servo
motor in molding machines for additional savings.

• 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, the following new initiatives have
been undertaken during the financial year at
various plants:

a. The Company has installed 2,929 kWp solar capacity.
Further rooftop solar PV plants of 1811 KWP to be installed
in FY26 in our 3 plants. With this, significant power saving
achieved in these plants.

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

c. The 2nd floor new corporate office new VRF air installed
life expired and new requirements are installing 5 star
rating AC only till date 10 Tr capacity installed 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 2024-25.

d. Replaced the Air Compressors with VFD model
Compressors in Unit 5, Unit 6, Unit 12. Above 60 HP
Compressors retrofit VFD’s in unit 2, Unit 4, Unit 7, Unit
14 completed and Unit 15 in the year 2024-25. One High
Volume Low Speed (HVLS) fan installed at unit 16, enabling
the removal of seven wall-mounted fans and saving 5 HP in
power consumption

e. 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 Unit 14.

f. Installation of Sequence Batch Reactors (SBR) based
Sewage treatment plants (STP) in Unit 5,14,15. Proposed
for unit 2 in 2026-27.

g. 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
100 Engineers working primarily on new product
introduction, innovation, design, development,
testing and validation.

2. The Group also has design centres in all key
manufacturing locations, focusing on application
specific design.

3. Rapidly conceptualises, designs, prototypes, and
tests new products.

4. Aims to create standalone product verticals for
Suprajit.

5. Supports strategic growth by expanding into new
markets and technologies.

6. Speed of development remains the Company’s core
strength.

7. Suprajit uses a suite of tools to improve the quality,
speed and execution of multi disciplinary projects.

8. Use of advanced CAD, simulation, and validation
tools.

9. Integrated simulation and FEA to optimise designs
before production.

10. Robust testing & validation facilities, including custom
built test rigs and vehicle level integration testing

11. Strong supply chain process control: certified
vendors, advanced tooling, and strict quality audits.

b) Expenditure on Research and Development:

c) Technology Absorption, Adaptation, Innovation and

particulars of imported technology:

1. The Company has not imported any technology during
the financial year.

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

3. The Company has successfully adopted customer’s
designs for new types 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 '1,757.95 Million and expended
'2,270.55 Million during the financial year 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 Companies Act, 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 Company’s 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:

Mr. K. Ajith Kumar Rai - Member

Mrs. Bharati Rao - Member (upto March 31,2025)

Mr. Harish HV - Member

Mrs. Rajni Anil Mishra - Member (from April 1,2025)

Mr. Gaya Nand Gauba - Member (from April 1,2025)

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/
policies-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 of 42nd Annual General Meeting.

ii. Cost Auditors:

Messrs G N V Associates, Cost Accountants, Bengaluru
was appointed as the Cost Auditors of your Company for
the financial year 2024-25.

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 2024-25. The Secretarial Audit Report issued by him is
enclosed as “Annexure-7” to this Report.

In terms of Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company proposes to appoint Mr. Parameshwar Ganapati
Bhat, Practising Company Secretary, (FCS- 8860, COP-
No. 11004) as the Secretarial Auditor of the Company to
hold office for a period of 5 (Five) consecutive years from
April 01, 2025, to March 31, 2030, subject to approval of
the Members of the Company at the 40th Annual General
Meeting of the Company.

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 financial year
ended March 31,2025.

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 Company’s 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 financial year, 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 2024-25:

(a) number of complaints of sexual harassment received in
the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days: Nil

MATERNITY BENEFITS ACT, 1961:

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including maternity leave, nursing breaks, and
creche facilities for eligible employees.

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 obtaining a copy thereof,
such member may write to the Company Secretary in this regard.

The ratio of the remuneration of each Director to the median
employee’s 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 Company’s 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,
Company’s Bankers, Customers, vendors, distributors, Business
Associates and other Acquaintances.

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
Chairman
DIN:01160327

Place : Bengaluru
Date : May 28, 2025