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Directors Report of Suprajit Engineering Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting their Thirty Eighth (38th) Annual Report and the Audited Financial Statements for the financial year ended March 31,2023 together with the Independent Auditor''s Report.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS: Rs. in Million
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Total Income	14,745.96	13,009.73	27,909.93	18,771.24
Profit before exceptional items and tax expense	2,476.79	2,062.43	2,202.40	2,235.17
Add/Less: Exceptional items	-	(413.29)	-	116.46
Profit before tax expense	2,476.79	1,649.14	2,202.40	2,351.63
Less: Provision for taxation	608.97	524.95	681.31	620.86
Profit after tax	1,867.82	1,124.19	1,521.09	1,730.77
Add: Surplus from last year	3,073.45	2,327.69	3,673.54	2,318.29
Less: Other Comprehensive income	(2.15)	(3.06)	(3.71)	(3.19)
Add: Net change in fair value of Hedging instrument	_-	-	_-	3.04
Less: Transfer to capital redemption reserve	_-	(1.50)	_-	(1.50)
Less: Tax on Buy back	_-	(110.95)	_-	(110.95)
Profit available for appriciation after adjustment	4,939.12	3,336.37	5,190.92	3,936.46
APPROPRIATIONS:
1. interim dividend [''. 1.05(March 31,2022 ''. 0.90) per share]	145.31	124.55	145.31	124.55
2. Final dividend [March 31,2022: ''1.10 (March 31,2021 : '' 1.00) per share]	152.23	138.37	152.23	138.37
3. Balance carried to Balance Sheet	4,641.58	3,073.45	4,893.38	3,673.54

TRANSFER TO RESERVES

Your Board has not proposed to transfer any amounts to reserve

DIVIDEND:

An Interim Dividend of Re. 1.05 per Share of ''1/-each (105%) was declared and paid during the financial year under report. After careful review, your Directors have recommended a final dividend of '' 1.25 (125%), subject to necessary approval by the shareholders.

Total dividend outgo during the year is '' 318.30 million as against '' 276.78 million during the year 2021-22.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2023:

During the financial year, the Company at its Board meeting held on February 13, 2023 has appointed Mr. Bhagya Chandra Rao as an Independent Director of the Company with effect from April 1,2023, the Requisite approvals were obtained from the Shareholders for his appointment. The second term of Mr. Suresh Shetty and Mr. Ian Williamson as Independent Directors of the Company was completed on March 31,2023.

Mr. Ian Williamson and Mr. Suresh Shetty have contributed significantly to the Board proceedings and helped the management team on various occasions with their expertise over the years. They have been pillars of strength for the board and the management has during the past many years. The Board places on record its deep appreciation for the valuable services provided by them as independent directors of the Company.

The composition of the Board of Directors of the Company as on March 31,2023 is as below:

1	Mr. Kula Ajith Kumar Rai - Executive Chairman
2	Mr. Mohan N. S. - Managing Director & Group CEO
3	Mr. Akhilesh Rai - Directors Chief Strategy Officer
4	Mr. Ian Williamson - Independent Director (term ended on March 31, 2023)
5	Mr. Suresh Shetty - Independent Director (term ended on March 31, 2023)
6	Mrs. Supriya A. Rai - Non-Executive Director
7	Mr. M. Lakshminarayan - Independent Director
8	Mr. Harish Hassan Visweswara - Independent Director
9	Mrs. Bharati Rao - Independent Director

SHARE CAPITAL:

As on March 31, 2023, the Authorized Share Capital of the Company was Rs. 850,000,000/- (Rupees Eight fifty Million) and the Paid up Share Capital was Rs. 138,392,594/- (Rupees One Thirty Eight Million Three Hundred Ninety Two Thousand Five Hundred Ninety Four 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.

OPERATIONS - MANAGEMENT DISCUSSION AND ANALYSIS:

The Indian Automotive industry recorded a growth of 11 % during the year. Your Company, on a standalone basis, recorded an operational income of '' 14,310.19 Million during the financial year 2022-23 as against '' 12,712.84 Million during the financial year 2021-22 recording a growth of 12.56%. Operational EBITDA for the year was '' 2,495.33 Million during the financial year 2022-23 as against '' 2,126.69 Million during the financial year 2021-22 recording a growth of 17.33%. The consolidated group operational income was '' 27,523.55 Million for the financial year 2022-23 as against '' 18,404.77 Million for the financial year 2021-22 recording a growth of 49.55%. The consolidated Operational EBITDA for the year was '' 3,187.42 Million during the financial year 2022-23 as against '' 2,599.04 Million during the financial year 2021-22 recording a growth of 22.64%.

Acquisition of Light Duty Cable (LDC) division was concluded and LDC successfully completed its one year of operations under Suprajit management.

Challenges related to Covid, transportation and electronic parts receded although it affected certain areas of business.

DOMESTIC CABLE DIVISION (DCD):

It may be noted that the 2-wheeler industry continues to face headwinds during the year. Despite this, DCD performed robustly with good margins. The overall aftermarket business also had good growth.

The enhancement of facilities at Narasapura was successfully completed during this year to meet the requirement of a customer. The new aftermarket plant for manufacturing, packing, warehousing, and dispatching was commercialized during the year at Bommasandra Industrial Area, Bangalore.

This will significantly optimize the aftermarket operations. WHOLLY OWNED SUBSIDIARIES

The consolidated sales of all the subsidiaries were '' 13,213.36 Million against ''5,691.93 Million previous financial year an increase of 132.14%. The Operating EBITDA was ''630.95 Million against ''472.35 Million previous financial year an increase of 33.58%.

Suprajit Automotive Private Limited (SAL) and Suprajit Europe (SEU):

The sales were ''2,168.87 Million against ''1,947.87 Million previous year an increase of 11.35%. The Operating EBITDA was ''420.00 Million against '' 289.36 Million previous year an increase of 45.15%.

The business model of front ending the overseas customers with local teams and manufacturing out of India has been very successful. Multiple new contracts have been won for the future. The sales and margins at SAL & SEU have been robust despite global uncertainties.

Suprajit Engineering Non-Automotive Division (SENA Division):

The SENA Division, consisting of Wescon Controls and a manufacturing unit in India (Unit 9), has performed robustly during the year with stable growth and margins.

The sales were ''4,601.74 Million against ''4,199.58 Million previous year an increase of 9.58%. The Operational EBITDA was ''666.35 Million against ''604.36 Million previous year an increase of 10.26%.

Wescon Controls LLC performed satisfactorily during the year.

Suprajit USA Inc: This includes Wescon Controls LLC, Suprajit Brownsville LLC, Suprajit Mexico S. de R.L. de C.V., Suprajit Hungary Kft. and Shanghai Lone Star Cable Co. Ltd.

Light Duty Cable Division (LDC):

The LDC division had its first year of operations under Suprajit Management. With this strategic acquisition, Suprajit is now emerging amongst the top 2 cable makers in the world. The manufacturing footprint in China, Hungary and Matamaros with a tech centre in Novai will give Suprajit a much-needed strong global manufacturing footprint and customer reach. LDC has been bagging significant new contracts and expected to grow well in the current year, despite global uncertainty and challenges in the automotive / nonautomotive world. The challenges for this acquisition have been significant largely due to material price increases, customers'' reluctance to give due price increase, lower efficiencies, and certain historical costing structure. The management team has put together a 2-year plan to recover some of the lost ground and systematically progress towards improved margins, with good growth.

The sales were ''6938.51 Million, The Operational EBITDA was '' 63.79 Million for the year.

PHOENIX LAMPS DIVISION (PLD):

PLD''s performance, which now recovered significantly during the second half of the year despite a significant increase in input costs and special gases due to improved realizations and operational optimization. Despite LED penetration, the division had decent growth and margin improvements.

The consolidated sales was ''3,640.01 Million against '' 3,418.68 Million previous year an increase of 6.47%. The Operational EBITDA was '' 299.20 Million against '' 241.78 Million previous year an increase of 23.75%.

Trifa and Luxlite:

Trifa and Luxlite, part of PLD, combined sales were '' 1,030.47 Million (â¬ 12.31 Million) against ''1,035.99 Million (â¬11.97 Million) previous financial year. The EBIDTA was '' (53.07) Million (â¬ (0.63) against '' (64.22) Million (â¬ (0.74) previous financial year.

A restructuring plan for PLD and its subsidiaries has been put in motion in the last 2 years. This has helped in a turnaround of margins for the second half of the year. As a part of the restructuring, Trifa Lamps Germany GmbH will be liquidated, after the completion of balance regulatory approvals as applicable in Germany. While this dissolution will have certain costs, the longer-term benefit of a single entity will bring significant synergies amongst customers, supply chain and closer interaction amongst all stakeholders. It is expected that in a year''s time, the lean single operation at Luxlite will yield better results.

SUPRAJIT ELECTRONICS DIVISION (SED):

The newly formed SED started its commercial operation post the inauguration during the 3rd quarter of the year. With electronics forming an integral and significant part of any vehicle going forward, it is imperative that your Company enter this business for long-term sustainability and growth.

SUPRAJIT TECHNOLOGY CENTRE (STC):

The customer perception of Suprajit is changing and is recognizing as a technology partner, with many design projects and co-developments in progress. The Technology Centre is now working with key two-wheeler ICE OEMs and the top two-wheeler EV OEMS for a variety of products "Beyond Cables". "Concept to commercialization" is the intent and prioritising speed of development above all else have been appreciated by the customers as a key strength of the Suprajit / STC model. In continuation of the efforts to showcase Suprajit in a new light, a country-wide Technology Road Show is being conducted with key customers. The pipeline of projects is very healthy, and the key challenge is to ensure smooth execution.

CURRENT YEAR AND OUTLOOK FOR THE FUTURE :

High interest rates and inflation are the big concerns, leading to recessionary trends in the current year. Geopolitical uncertainties

are added concerns. LDC will require at least one more year to consolidate and perform. SED and STC are long-term investments that will add to current costs. DCD will continue its strong performance and PLD will further consolidate business with improved margins. Your Company is taking every step to consolidate its global operations, focusing on continued solid performances in domestic business, scale up SED and launch new products for STC. While these are the challenges, at the same time exciting times, for your Company in the next few years.

The business model of Suprajit has changed significantly with the acquisition of LDC and foray into electronics. The global management team had in-depth interactions on the long-term strategy, business growth, streamlining the operations, reportability, responsibility, etc. Based on this, Suprajit''s business is now broadly grouped under four categories, after much deliberations.

1. Suprajit Controls Division(SCD) - This division comprise of automotive and non-automotive businesses outside of India, through Unit 9 /SAL / SEU/ Wescon/LDC entities. This division is headed by Mr. James Ryan, President - Controls & Cables, Global Operations.

2. Domestic Cable Division (DCD)- Comprise of all India focused manufacturing units, for automotive and 2-wheeler cables and non-electronic products developed by STC. This division is headed by Mr. Narayan Shankar, Chief Operating Officer.

3. Phoenix Lamps Division (PLD)- Comprise of India focused operating plants and Luxlite for all India and global business in all lighting related activities. This division is headed by Mr. Akhilesh Goel, Chief Operating Officer.

4. Suprajit Electronic Division (SED)- This division focuses on commercializing and scaling up of multiple projects related to Electronics and growing the business in the coming years. This division is headed by Mr. Praveen Rao, Sr. Vice President.

A 5-year plan has been conceived, planned, and launched for the group under these heads. The outlook appears satisfactory.

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 in table:

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, 2023.

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 2022-23 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:

Name of the Entity	Particulars of Loans, Investments or Guarantees	Amount in ('' Millions)
Suprajit USA, INC.	Conversion of Loan into paid-in capital/ common stock of USD 9 Million	682.74

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 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 25, 2022, August 11, 2022, November 14, 2022 and February 13, 2023.

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 departure;

(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, 2023 and of the profits of the Company for the year ended on that date;

jjj) 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 AND BUSINESS RESPONSIBILITY REPORT:

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.

The Business Responsibility Report as required to be annexed to this report is annexed as Annexure -3.

DIVIDEND DISTRIBUTION POLICY:

The Company has a Dividend Distribution Policy in place, which is available on the website of the Company at www.su-prajit.com (http://www.suprajit.com/investors/compli-ance/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 ''37.39 Million and Sup raj i t Automotive has paid '' 5.58 Million to Suprajit Foundation towards the various projects undertaken by

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 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.

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

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

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

o 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 during the financial year at various plants:

a. The Company has installed 1975 kWp solar capacity. Further rooftop solar PV plants of 1189 Wp installed in FY23 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 shed roof buildings to reduce the power consumption and to improve the air circulation. With this we removed many conventional cealing and wall mount air circulators 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 VFD''s in unit 2, Unit 4, Unit 7, Unit 14 and Unit 15 in 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 Unit 14.

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 50 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 have been upgraded, and respond to our customer needs in an efficient and quick manner.

4. Product Life Cycle Management''-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 Company has developed many types of equipment and automation specialized for cable and lamps with significant reduction in labour costs, energy savings and increased productivity.

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

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

9. The Company has launched new products in the electric vehicle, precision farming, outdoor power equipment and locomotive industries. Most of these products are non-cable, non-bulb products that bring new growth potential to the company.

b) Expenditure on Research and Development:

('' in Millions)
Particulars	2022-23	2021-22
Salaries, Wages & Bonus	52.82	35.56
Cost of materials consumed.	2.20	1.27
Other expenses	24.07	8.92
Total	79.09	45.75

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 ''1,560.33 Million and expended '' 1,855.13 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://ww-w.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.comhttp://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:

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.

Mr. Suresh Shetty	Chairman (ceased with effect from March 31,2023)
Mr. Ian Williamson	Member (ceased with effect from March 31,2023)
Mr. K. Ajith Kumar Rai	Member
Mrs. Bharati Rao	Member (appointed as Chairperson W.e.f. April 1,2023)
Mr. Harish HV	Member (appointed W.e.f. April 1, 2023)

Cost Auditors:

Messrs G N V Associates, Cost Accountants, Bengaluru was appointed as the Cost Auditors of your Company for the financial year 2022-23.

iii. Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, 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 2022-23. 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 financial year ended March 31,2023.

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 2022-23:

No. of complaints received: NIL

No. of complaints disposed off: NA

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 29, 2023

Mar 31, 2022

Your Directors have pleasure in presenting their Thirty Seventh (37^th) Annual Report and the Audited Financial Statements for the financial year ended March 31,2022 together with the Independent Auditor''s Report

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS: '' in Million
Particulars	Standalone		Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21
Total Income	13,009.73	11,484.07	18,771.24	16,744.47
Profit before exceptional items and tax expense	2,062.43	1,811.06	2,235.17	1,943.38
Add/Less: Exceptional items	(413.29)	-	116.46	-
Profit before tax expense	1,649.14	1,811.06	2,351.63	1,943.38
Less: Provision for taxation	524.95	416.89	620.86	501.33
Profit after tax before prior period adjustment	1,124.19	1,394.17	1,730.77	1,442.05
Current Tax relation to prior year	-	14.96	-	14.95
Profit after tax	1,124.19	1,379.21	1,730.77	1,427.10
Add: Surplus from last year	2,327.69	1,803.03	2,318.29	1,739.94
Add/Less: Other Comprehensive income	(3.06)	0.35	(3.19)	0.62
Add: Net change in fair value of Hedging instrument	-	-	3.04	5.53
Less: Transfer to capital redemption reserve	(1.50)	-	(1.50)	-
Less: Tax on Buy back	(110.95)	-	(110.95)	-
Profit available for appropriation after adjustments prior period taxes	3,336.37	3,182.59	3,936.46	3,173.19

APPROPRIATIONS:
1. interim dividend [''. 0.90(March 31,2021 ''. 0.75) per share]	124.55	104.90	124.55	104.90
2. Final dividend [March 31,2021: '' 1.00 (March 31,2020 : '' Nil) per share]	138.37	-	138.37	-
3. Transfer to General Reserve	-	750.00	-	750.00
4. Balance carried to Balance Sheet	3,073.45	2,327.69	3,673.54	2,318.29

TRANSFER TO RESERVES:

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

An Interim Dividend of '' 0.90 per Share of '' 1/ - each (90%) was declared and paid during the financial year under report. After careful review, your Directors have recommended a final dividend of '' 1.10 (110%), subject to necessary approval by the shareholders.

Total dividend outgo during the year is thus, '' 276.77 million (without Tax) as against '' 243.28 million (without Tax) during the year 2020-21.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED DURING THE FINACIAL YEAR ENDED MARCH 31, 2022:

During the financial year, Mr. Muthuswami Lakshminarayan and Mrs. Bharati Rao, Independent Directors of the Company completed their first terms as Independent Directors of the Company on

March 31, 2022 and were re-appointed as Independent Directors of the Company for second term up to March 31,2025. Requisite approvals were obtained from the Shareholders for these appointments.

The composition of the Board of Directors of the Company as on March 31,2022 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	Mr. Ian Williamson - Independent Director
\|5	Mr. Suresh Shetty - Independent Director
\|6	Mrs. Supriya A. Rai - Non-Executive Director
\|7	Mr. M. Lakshminarayan - Independent Director
\|8	Mr. Harish Hassan Visweswara - Independent Director
\|9	Mrs. Bharati Rao - Independent Director

SHARE CAPITAL:

During the year the Company had bought back 15,00,000 equity shares of ''1/- @ '' 320 per equity share, aggregating to '' 48,00,00,000/- and allotted 12,697 shares to the employees under SEL Employee Stock Appreciation Rights Plan 2017'' ("ESAR 2017").

As on March 31,2022, the Authorized Share Capital of the Company was '' 850,000,000/- (Rupees Eight fifty Million) and the Paid-up Share Capital was '' 138,385,170/- (Rupees One Thirty Eight Million Three Hundred Eighty Five Thousand One Hundred Seventy 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 and that are considered as single segment. There were no changes in the nature of business during the financial year.

BUY-BACK OF SHARES:

The Board of Directors approved the proposal of buyback of 15,00,000 equity shares of '' 1/- @ '' 320 per equity share, aggregating to '' 48,00,00,000/- during February 2021 and completed the entire buyback process by way of extinguishment of shares in the month of May 2021, 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 '' 138,372,473/- (Rupees One Thirty Eight Million Three Hundred Seventy Two Thousand Four Hundred Seventy Three Only).

OPERATIONS - MANAGEMENT DISCUSSION AND ANALYSIS:

The Indian Automotive industry recorded a growth of 1.65% during the year. Your Company, on a standalone basis, recorded an operational income of '' 12,712.84 Million during the financial year 2021-22 as against '' 11,122.75 Million during the financial year 2020-21 recording a growth of 14.30%. Operational EBITDA for the year was '' 2,126.69 Million during the financial year 202122 as against '' 1,805.81 Million during the financial year 2020-21 recording a growth of 17.77%. The consolidated group operational income was '' 18,404.77 Million for the financial year 2021-22 as against '' 16,408.55 Million for the financial year 2020-21 recording a growth of 12.17%. The consolidated Operational EBITDA for the year was '' 2,599.04 Million during the financial year 2021-22 as against '' 2,367.21 Million during the financial year 2020-21 recording a growth of 9.79%.

The Covid challenges continued throughout the year at various parts of the world, which had an impact on production and dispatch volumes. Added to this, there was a significant increase in input costs, acute shortage of certain critical electronic parts, shipment, and container delays, leading to a global decline in vehicle manufacturing volumes. Despite these challenges, the operational performance of your Company has been satisfactory.

DOMESTIC CABLE DIVISION (DCD):

DCD performed well despite a sharp reduction in the 2-wheelers manufacturing volumes in India, largely due to increased content per vehicles. The aftermarket business had a robust growth. The overall performance has been ahead of the industry.

The facility at Narasapura is being enhanced with additional plant to meet the requirements of the customers. To optimize and streamline the aftermarket operations, a new aftermarket plant with integrated packing, warehousing and dispatching, is being set up in Bommasandra Industrial area.

PHOENIX LAMPS DIVISION (PLD):

PLD''s overall performance was affected due to steep increase in input costs and special gases like Krypton which increased multi-fold. Every effort is made to pass on such increases to customers.

WHOLLY OWNED SUBSIDIARIES

The consolidated sales of all the subsidiaries were '' 5,691.93 Million against '' 5,285.80 Million previous financial year an increase of 7.68%. The Operating EBITDA was '' 472.35 Million against ''561.40 Million previous financial year an decrease of (15.86)%. The Profit Before Tax was '' 172.74 Million against ''132.32 Million previous financial year an increase of 30.55%. The Profit After Tax was '' 606.58 Million against '' 47.89 Million previous financial year an increase of 1166.61%.

Suprajit Automotive Private Limited (SAL) and Suprajit Europe (SEU):

The sales were '' 1,947.87 Million against '' 1,924.70 Million previous year an increase of 1.20%. The Operating EBITDA was '' 289.36 Million against '' 352.79 Million previous year an decrease of (17.98)%. The Profit Before Tax was '' 337.85 Million against '' 335.53 Million previous year an increase of 0.69%. The Profit After Tax was '' 255.64 Million against '' 249.39 Million previous year an increase of 2.51%.

The operations of SAL & SEU have been robust despite lower volumes of customers uncertainties in Europe and USA, largely due to new businesses won.

Suprajit USA Inc (Wescon Controls LLC):

Suprajit USA Inc (Wescon Controls LLC), the 100% owned subsidiary of your Company, continues its focus on nonautomotive business. The sales were '' 3,358.47 Million against '' 2,837.38 Million previous year an increase of 18.37%. The EBIDTA was '' 266.62 Million against '' 260.13 Million previous year an increase of 2.50%. The Profit Before Tax was '' (10.60) Million against '' (38.91) Million previous year an increase of 72.76%. The Profit After Tax was '' 142.76 Million against '' (34.40) Million previous year an increase of 514.98%.

SENA Division - The SENA Division has performed robustly during the year, with good growth and stable margins.

Trifa and Luxlite, the 100% owned subsidiaries and the distribution arm of PLD, had a challenging year. The combined sales were '' 1,035.99 Million (â¬11.97 Million) against '' 1,073.25 Million (â¬12.38 Million) previous financial year. The EBIDTA was '' (64.22) Million (â¬ (0.74) Million) against '' (67.63) Million (â¬ (0.78) Million) previous financial year.

The overall performance of Trifa and Luxlite continue to be challenging with pricing constraints in the marketplace. This division is pursuing actively, to improve the pricing with various customers and working closely with PLD to improve the overall performance of the division.

ACQUISITION:

During the year Company has announced the acquisition of Light Duty Cable (LDC) business unit from Kongsberg Automotive ASA (KA), supplying to automotive, non-automotive and 2-wheeler segments along with Electro-Mechanical Actuators (EMA). After necessary due diligence, the transaction was concluded on 6th April, 2022 (Economic completion date April 1, 2022) and LDC is now the part of Suprajit. LDC, with operational plants in Mexico, Hungary and China along with warehouse in Brownsville, USA and Tech Centre in Novi, Detroit (USA), is a transformational asset. Your Company will now have the ability to service a vast majority of global customers with manufacturing footprint, warehousing abilities and engineering capabilities. This acquisition will make Suprajit a leading and comprehensive full-service cable system provider in the world.

SUPRAJIT TECHNOLOGY CENTRE (STC):

The Suprajit Technology Centre (STC) moved into a new, fully integrated facility with the ability to take a product idea from concept all the way through to first batch production under one roof. Progress has been rapid this year, with multiple products launched in multiple units across the country. New business verticals created in instrument clusters, gearboxes and braking systems, and our IP commercialized in a significant way. "Beyond cable" products introduced by Suprajit are primarily in the electric two-wheeler and three-wheeler, precision farming, and locomotive segments, with significant business wins in India, Brazil, and Canada.

CURRENT YEAR OUTLOOK AND COVID-19 IMPACT:

The impact of Covid continues to recede, due to increased level of vaccinations and immunity in the communities. However, commodity prices remain high. The challenges of port congestion and container shortages continue, and these costs also remain at a higher level. The Ukraine war has disrupted the Overall global automotive industry. The rise in interest rates is also a concern. The global automotive growth is expected to be either fiat or negative for the current year as well. In India, we expect the 2-wheeler production levels to remain under pressure this year. The non-automotive business is expected to be steady.

This year will be a year where LDC will be integrated into Suprajit group, adding new dimensions of challenges. While LDC is a marquee acquisition for Suprajit, its first year operations needs

to be streamlined, cleaned up and brought in line with the expectations of the parent. This would require significant amount of management time and effort in streamlining LDC in line with the assessment during the acquisition diligence.

Under these circumstances, it is difficult to assess the performance of Suprajit group with any level of certainty. However, Company is taking every step to mitigate these negative impacts with the excellent team in place, clearly focused on optimizing the costs and improving the performance. Your company is confident of emerging stronger in the medium term.

SALIENT FEATURE OF FINANCIAL STATEMENT OF SUBSIDIARIES:

CREDIT RATING:

The Company''s financial discipline and prudence are refiected 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:

March 31,2022

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 2021-22 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:

Name of the Entity	Particulars of Loans, Investments or Guarantees	Amount ('' in Millions)
Suprajit	Loan of USD 19.00 Million converted	1,440.33
USA, INC	at March 31, 2022 exchange rate of 1 USD = ''75.8071)
Suprajit	Corporate Guarantee of USD 71.00	5,382.30
USA, INC	Million (USD 58.50 effective from April 1,2022 in place of 12.5 Million Corporate Guarantee) converted at March 31, 2022 exchange rate of 1 USD = '' 75.8071)
Luxlite	Corporate guarantee of Euro 1.70	143.92
lamps	Million converted at March 31, 2022 exchange rate of 1 Euro = '' 84.66)

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

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, 5(Five) Meetings were held on April 7, 2021, May 29, 2021, August 11,2021, November 10, 2021 and February 11,2022.

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 has been no material departure;

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 31,2022 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 AND BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as required to be annexed to this report is annexed as Annexure -3.

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

and also annexed as Annexure-4.

RISK MANAGEMENT POLICY:

CORPORATE SOCIAL RESPONSIBILITY (CSR)/ SUPRAJIT FOUNDATION:

During the year, the Company has paid '' 30.98 Million and Suprajit Automotive has paid '' 5.59 Million to Suprajit Foundation towards the various projects undertaken by 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 (https://suprajit.com/investors/compliance/policies-codes/).

DETAILS OF EMPLOYEES STOCK BENEFIT SCHEMES:

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.

â¢ Monitoring and regular review of power consumption,

maintaining the power factor value nearby 0.99 to reduce the reactive power losses.

â¢ Up-gradation of the machine by using VFDs (Variable Frequency Drives) and TPRs (Thyristor Power Regulators) to increase the m/c efficiency and reduction of power consumption.

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

â¢ 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 100 kWp solar capacity. Further rooftop solar PV plants of 904 KWp installed in FY22 in our 3 plants. With this, significant power saving achieved in these plants.

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

c. We installed high efficiency HVLS industrial ceiling fans in our shed roof buildings to reduce the power consumption and to improve the air circulation. With this we removed many conventional fans which was consuming high power and improve work efficiency in the shop floor.

d. A focused effort at our Halogen bulb manufacturing facilities to reduce consumption of gasses 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 40 Engineers working primarily on new product introduction, innovation, design, development, testing and validation.

2. The new facility that houses STC is set up to take a new product idea from its infancy all the way through to first batch production.

3. The Group also has technology centres in Tamworth, U.K (Suprajit Europe Limited), Suprajit Automotive Private Limited, Doddaballapur 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.

4. Development cells in respective units have been upgraded, and respond to our customer needs in an

5. Product Life Cycle Management-software has been implemented to enhance standardization of new product launch and change management.

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

7. The Company has developed many types of equipment and automation specialized for cable and lamps with significant reduction in labour costs, energy savings and increased productivity.

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

9. New areas of competence include automotive displays and electronics, as well as sensors and actuators. Multiple products have been added to the Company''s profile in the last year.

10. The Company has launched new products in the electric vehicle, precision farming, outdoor power equipment and locomotive industries. Most of these products are non-cable, non-bulb products that bring new growth potential to the company.

b)	Expenditure on Research and Development: ('' in Millions)
	Particulars	2021-22	2020-21
	Salaries, Wages & Bonus	35.56	26.80
	Cost of materials consumed	1.27	2.03
	Other expenses	8.92	6.31
	Total	45.75	35.13

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 and pathbreaking products and processes for both lamps and Cables for which patents are pending.

3) The Company has successfully adopted customer''s designs for new types of cables, halogen lamps and also other products.

GREEN INITIATIVES:

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned '' 1,561.66 Million and expended '' 1,218.67 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 Director, 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 (https://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(https://suprajit.com/investors/compliance/ policies-codes/).

COMPOSITION OF AUDIT COMMITTEE:

Mr. Suresh Shetty - Chairman

Mr. Ian Williamson - Member

Mr. K. Ajith Kumar Rai - Member

Mrs. Bharati Rao - Member (W.e.f. February 11,2022)

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

AUDITORS:(g) Statutory Auditors:

The Members of the Company at the 32^nd (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. Their term will end on 37^th (Thirty Seventh) Annual General Meeting to be held in the year 2022. Since they are eligible to be reappointed as Statutory Auditor of the Company for one more term, based on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on May 25, 2022 proposed to recommend the appointment of Messrs S. R. Batliboi & Associates LLP, Chartered Accountants, (Firm Registration No. 101049W/E300004) for second term as Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e from conclusion of 37^th Annual General Meeting till conclusion of 42^nd Annual General Meeting. The Company has received their consent in this regard.

As per the Companies (Amendment) Act, 2017 and rules made there under, with effect from May 7, 2018, the Central Government notified the omission of the requirement related to ratification of appointment of Statutory Auditors by Members at every Annual General Meeting. Accordingly, the Resolution for ratification has not been placed before the Members.

ii. Cost Auditors:

Messrs G N V Associates, Cost Accountants, Bengaluru was

appointed as the Cost Auditors of your Company for the financial year 2021-22.

iii. Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, a Practising Company Secretary (Membership No.FCS-8860), Bengaluru, as the Secretarial Auditor as per the provisions of Section 204 of the Companies Act, 2013 for the financial year 2021-22. 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

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):

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.

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 2021-22:

No. of complaints received: NIL No. of complaints disposed off: NA PARTICULARS OF EMPLOYEES:

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:

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 25, 2022

Mar 31, 2018

BOARD''S REPORT

The Directors have pleasure in presenting their Thirty Third Annual Report and the Audited Financial Statements for the financial year ended March 31, 2018 together with the Independent Auditor''s Report.

STANDALONE FINANCIAL RESULTS:

7 in Million

Particulars	2017-18	2016-17
Total Income	10107.36	9595.80
Profit before tax	1589.89	1,234.87
Less: Provision for taxation	519.26	381.11
Profit after tax before prior period adjustment	1070.63	853.76
Current Tax relation to prior year	24.22	-3.09
Profit after tax	1046.41	856.85
Add: Surplus from last year	1447.47	1255.48
Add: Other Comprehensive income	-5.04	-2.07
Profit available for appropriation after adjustments prior period taxes	2488.84	2110.26
APPROPRIATIONS:
1 Final Dividend for 2016-17 - 60% (last year 55%)	83.92	76.93
2 Interim Dividend 60% for 2017-18 (last year interim 50% )	83.92	69.94
3 Tax on Dividend	22.04	15.92
4 Transfer to General Reserve	700.00	500.00
5 Balance carried to Balance Sheet	1598.96	1447.47

TRANSFER TO RESERVES

During the financial year the Company has transferred an amount of 700 Million to General Reserves.

DIVIDEND:

An Interim Dividend of Re. 0.60 per share of Re. 1/ -each (60%) was declared and paid during the year under report. In view of the satisfactory financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Re.

0.80 per Share of Re. 1/- each ( 80%). The total outgo, considering the interim dividend and proposed final dividend including taxation, will be 240.64 million as against 186.86 million during the last year.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE FINACIAL YEAR ENDED MARCH 31, 2018:

The composition of the Board of Directors of the Company is in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year there were no changes in the Board of Directors.

The composition of the Board of Directors as on March 31, 2018 is as below:

1 Mr. K. Ajith Kumar Rai - Chairman & Managing Director

2 Mr. Mohan Srinivasan Nagamangala, - Director & CEO

3 Mr. Babugowda Sanganagowda Patil (Retd. IAS) -Independent Director

4 Mr. Ian Williamson - Independent Director

5 Mr. Mundaje Jayarama Shetty - Independent Director

6 Mr. Suresh Shetty - Independent Director

7 Mr. Diwakar Sanku Shetty - Independent Director

8 Mrs. Supriya Ajith Rai - Non Executive Director

SHARE CAPITAL:

During the financial year, the Authorized Share Capital of the Company was increased from Rs, 15,00,00,000 (Rupees Fifteen Crores Only) to 85, 00,00,000 (Rupees Eighty Five Crores) pursuant to the Scheme of Amalgamation approved by the Hon''ble National Company Law Tribunal, Bengaluru Bench vide its Order dated August 11, 2017.

Also, the Company has issued and allotted 85,33,699 Equity Shares of Re. 1/- each to the minority Shareholders of erstwhile Phoenix Lamps Limited as a result of Amalgamation. Hence, there was a change in the Paid up Share Capital of the Company to the extent of Shares issued as mentioned above.

As on March 31, 2018, the Paid up Share Capital of the Company was Rs, 13,98,72,473/- (Rupees Thirteen Crores Ninety Eight Lakhs Seventy Two Thousand Four Hundred Seventy Three only).

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

During the year under review, the Company has not issued any Shares with Differential voting Rights.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the financial year.

OPERATIONS -MANAGEMENT DISCUSSION AND ANALYSIS:

The Indian Automotive industry grew at 14.48% as against 5.1% previous year, showing good growth. Your Company, on a standalone basis, recorded an operational income of Rs, 9,648.21 million during the year 2017-18 as against Rs, 8,513.04 million during the financial year 2016-17, recording a growth of 13.33% The Profit after Tax was 1,046.41 million during the financial year 2017-18 as against the Profit after Tax of Rs, 856.85 million during the financial year 2016-17, recording a growth of 22.12%. The consolidated Group operational income was Rs, 14,310.60 Millions for the financial year 2017-18 against Rs, 12,028.41 Millions for the year 2016-17, recording a growth of 18.97 %. The consolidated Profit After Tax was 1,384.83 million during the financial year 2017-18 as against Rs, 1,137.39 millions during the financial year 2016-17, a growth of 21.75%. The performance of your Company has been satisfactory.

The first half of the year witnessed certain disruptions due to introduction of GST. However, second half fared much better, giving an overall satisfactory performance.

Introduction of GST is expected to have continued positive impact on overall economic growth of the country and will help organized manufacturers like your Company to perform well in the years ahead. In view of the positive growth expectation, your Company has decided to enhance the overall annual cable capacity from the current 250 million to 300 million cables in the coming years.

Domestic Cable Division (DCD) :

The overall performance of the DCD was ahead of the industry growth. Considering increased utilization and requirement for the next 2-3 years, a capacity expansion plan at various plants of the division will be undertaken during the current year to increase the capacity of from 250 million cables to 300 million cables per annum. This will include a new Greenfield manufacturing plant for Suprajit Automotive Private Limited at Doddaballapur Industrial Area, Bangalore. A support unit for the domestic cable division at Narsapura, Bangalore will also be built. The outlook for the current year appears to be satisfactory.

Phoenix Lamps Division (PLD):

The overall growth of PLD was slightly muted largely due to under performance of the European subsidiaries. The domestic business grew in line with the industry. Your Company is taking effective steps to increase the capacity utilization of new H7 line and to bring in new business for this new capacity. The outlook for the current year appears to be satisfactory with an expected growth in business.

WHOLLY OWNED SUBSIDIARIES:

The wholly owned cable subsidiaries namely Suprajit Automotive Private Limited and Suprajit Europe Limited, focused on automotive business, have performed well during the year gone by.

The consolidated sales of the subsidiaries were 1356.35 million against 1147.31 millions previous year, an increase of 18.22%. The EBIDTA was Rs, 294.89 millions against t 289.54 millions previous year. The Profit before Tax was Rs, 261.01 millions against 256.96 millions previous year.. The Profit after Tax was Rs, 180.02 millions against Rs, 193.28 millions previous year.

Wescon Controls, 100% owned subsidiary of your Company focussed on non-automotive business, had a satisfactory year. The sales were Rs, 2562.51 millions against Rs, 1471.26 millions previous year, an increase of 74.17%. The EBIDTA was Rs, 356.35 millions against 235.86 millions previous year an increase of 51.09%. The Profit before Tax was Rs, 118.99 millions against Rs, 101.99 millions previous year an increase of 16.67%. The Profit After Tax was 205.03 millions against 67.29 millions previous year an increase of 204.69%.

Wescon has launched new strategy -SENA (Suprajit Engineering Non Automotive), showcasing a 3 plant strategy, Wichita (Kansas), Juarez (Mexico) and Bangalore (India). Wescon will aim to capture new segments within the non-automotive business.

All cable subsidiaries are expected to perform satisfactorily.

Trifa and Luxlite:

Trifa and Luxlite, the 100% owned subsidiaries relating to PLD had a challenging year. The combined sales decreased to 1,452.14 millions (Euro 19.25 millions) against 1,770.09 millions (Euro 24.05 millions) previous year EBIDTA to Rs, 11.05 millions (Euro 0.15 millions) against 38.37 millions (Euro 0.52 millions) previous year

It may be noted that Trifa and Luxlite are marketing and business development arm for PLD and as such the performance should be seen with the consolidated performance of PLD. PLD has shown a steady growth in the EBIDTA margins from 11% in the year 2015 when it was acquired, to 14% currently. It is expected that PLD, on a consolidated basis with Trifa and Luxlite, will grow in the current financial year.

CURRENT YEAR:

Indian economy is expected to grow at 7% in the current financial year. With streamlining of GST, a normal monsoon, continued lower interest rates and low inflation, there is an overall expectation of good year ahead. The global uncertainties exist and oil / commodity prices are high. However, the

3 brand strategy, Suprajit for automotive cables, Phoenix for Halogen Lamps and Wescon for non-automotive cables along with multiple brand specific strategies and plans, your Directors are confident that the current year is expected to be satisfactory.

A separate statement in Form AOC-1, is given as Annexure-VIII, which contains the salient features of the financial statement of subsidiaries has been attached along with the financials of the Company. The Annual Accounts and related documents of the Subsidiary Companies shall 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:

Instrument	Rating Agency	Rating	Outlook
Long Term Debt	CRISIL	AA-	Positive
Long Term Debt	ICRA	AA	Stable
Long Term Debt	India Ratings & Research	AA-	Stable
Short Term	CRISIL	A1	Stable
Short Term	ICRA	A1	Stable
Short Term	India Ratings & Research	A1	Stable
Term Deposit	Indian Ratings & Research	tAA	Stable

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:

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

DEPOSITS:

The approval of the Shareholders was accorded to accept and renew the Fixed Deposits pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 and accordingly the Company has accepted / renewed deposits pursuant to the provisions of the said Sections read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year. The details of the same are as below:

(a) Accepted/renewed during the year - Rs, 3.75 Million

(b) remained unpaid or unclaimed as at the end of the year -Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year - NA

(ii) Maximum during the year - NA

(iii) At the end of the year- NA

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.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134 (3) of the Companies Act, 2013 "Annexure -I".

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

During the year the Company has not provided any loan/ guarantee / security which fall under 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 on at arm''s length basis and were in the ordinary course of business and with the omnibus approval of the Audit Committee. There are 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.

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, 2017, September 13, 2017, November 11, 2017 and February 12, 2018.

Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

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 departure;

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, 2018 and of the profits of the Company for the year ended on that date;

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 AND BUSINESS RESPONSIBILITY REPORT:

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

During the year, the Company has adopted various policies as required under LODR. The same are available on Company''s website at www.suprajit.com(http://www.suprajit.com/ Governance_and_Compliance). The Business Responsibility Report as required to be annexed to this report is annexed as

Annexure - III.

DIVIDEND DISTRIBUTION POLICY:

During the year under review, the Board has adopted a Dividend Distribution Policy, which is available on the website of the Company at www.suprajit.com (http://www.suprajit. com/Governance_and_Compliance) and also annexed as Annexure -IV.

RISK MANAGEMENT POLICY:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has been active in CSR activities through Suprajit Foundation for the last 7 years. The Companies Act, 2013, based on the prescribed criteria, mandates the companies to contribute 2% on CSR. During the year, your Company has paid 21.27 millions. Also, Suprajit Automotive, a Wholly Owned Subsidiary of your Company has paid 2.52 million to Suprajit Foundation for various activities undertaken by the said Foundation. The detailed activities of Suprajit Foundation have been provided in Annexure - V to this report.

The copy of the CSR Policy is available on the website of the Company at www.suprajit.com(http://www.suprajit.com/ Governance_and_Compliance).

EMPLOYEES STOCK OPTIONS DETAILS:

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. Necessary steps are being taken to implement the same.

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised by the senior management of the Company.

As and when new plants are getting added by the Company, the management ensures that various measures like rainwater harvesting, STP, water usage control, planting of trees, discarding of old gen-sets and minimum usage of lighting power during day time are well adopted from day one.

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

a) Company has installed 100 kWp solar capacity as the first pilot project in the year 2016, to assess the use of solar energy for the operational requirements of the Company. The Company will monitor the performance of this project and based on the success, will consider deploying such projects at various units.

b) Various plants have started using LED lamp to reduce power consumption.

c) Additional facilities have been fitted with Automatic Water Level Controllers along with the water pumps which are used for pumping water to the storage tanks.

d) Electrical systems in all the new plants have been provided with individual controls so that the user can select particular fan, light etc., depending upon requirement at that particular point of time. This avoids indiscriminate bulk selection of electrical systems.

e) Additional facilities, Shop floors having roofing sheets with thermal vents on top of the roofing sheets (circulating fans operating with wind) in order to reduce the heat effect in summer and also to reduce usage of electrically operated fans in the shop floor.

f) Rain water harvesting has been modified to properly channelize the rain water into earth in manner bore well gets adequate water for its re-generation.

g) Efforts made to improve power factors by installing additional active capacitors

h) Continuous efforts in reduction of power load by replacing DC drive to AC drive.

i) Compressor room temperature reduction for reducing maintenance cost.

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

a) Research and Development (R&D):

1. The Company has set up a centralized Suprajit Tech Centre (STC) at Bengaluru. STC has Engineers for R&D, testing and validation teams to products as per customers'' requirements. The Group also has tech centers at Tamworth, U.K (Suprajit Europe Limited) and Wichita, USA (Wescon).

2. The Company has product & process patents, which are deployed commercially. The Company''s R&D has developed many specialized cables, lamps and other products for Customers as per the end user requirements. This is being successfully deployed by the customer with significant cost savings.

3. Development cells in respective units have been upgraded with more Engineers and latest equipments.

4. The Company has developed many types of equipments and automation specialized for cable and lamps with significant energy savings and increased productivity.

5. "Product Life Cycle Management"-software has been implemented to enhance standardization of new product launch and change management.

6. Launch of RGL and C program to enhance robustness, geometry tolerances and life of the halogen bulbs, has led to significant improvements in quality, cost and productivity at Phoenix Lamps Division.

b) Expenditure on Research and Development:

(Rs, in Million)

Particulars	2017-18	2016-17
Salaries & Wages	12.29	16.54
Material, Consumables & Stores	3.27	4.83
Other Direct Expenditures	5.06	4.46
TOTAL	20.62	25.83

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 and path-breaking products and processes for both lamps and Cables for which patents are pending.

3) The Company has successfully adapted customer''s designs for new types of cables, halogen lamps and also other products.

GREEN INITIATIVES:

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned Rs, 1285.78 Millions and expended Rs,1226.60 Millions during the financial year under review. It may be noted that at the consolidated level, the Company is a net forex earner.

INDUSTRIAL RELATIONS:

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

DECLARATION BY 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 meets the criteria of Independence laid down in the provisions of Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS:

Every new Independent Directors of the Board attends an orientation program. 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. The copy of Familiarization Programme of Independent Directors is available on the website of the Company at www.suprajit.com(http://www.suprajit.com/ Governance_and_Compliance).

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 enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. The same is enclosed as "Annexure-VI'' to this Report.

COMPOSITION OF AUDIT COMMITTEE:

Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty, as Chairman of the Committee, Mr. M Jayarama Shetty and Mr. Suresh Shetty, as other Members of the Committee. The composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013.

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 Whistle Blower Compliance Officers/ 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://www.suprajit.com/Governance_and_Compliance).

AUDITORS:

i. Statutory Auditors:

The Members of the Company at the 32nd Annual General Meeting of the Company have 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.

As per the Companies (Amendment) Act, 2017 and rules made there under, with effect from May 7, 2018, the Central Government notified the omission of the requirement related to ratification of appointment of auditors by members at every Annual General Meeting. Accordingly the resolution for ratification has not been placed before the members.

ii. Cost Auditors:

Messrs G N V Associates, Cost Accountants, had been appointed as the Cost Auditors of your Company for the financial year 2017-18. The cost audit report for the previous year has been filed with Registrar of Companies, Karnataka within due date.

iii. Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, a Practising Company Secretary (Membership No. FCS-8860) as the Secretarial Auditor as per the provisions of Section 204 of the Companies Act, 2013 for the financial year 201718. The Secretarial Audit Report issued by him is enclosed as "Annexure-VII" 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 Financial Statements for the financial year ended March 31, 2018.

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.

SUPRAJIT FOUNDATION:

The Suprajit Foundation was established in 2011 as a not-for-profit Trust to conduct social welfare activities. Over the years, the Foundation has initiated, guided and conducted several programs in education, healthcare and rural development.

Your Directors would like to thank the honorary Trustees of the Foundation, who continue to devote their valuable time and energy in planning, directing and monitoring its activities.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION (HSE):

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.

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

Summary of sexual harassment complaints received and disposed off during the financial year 2017-18:

No. of complaints received : NIL

No. of complaints disposed off : NA

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 information on employees'' particulars, which is available for inspection by the Members at 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.

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 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:

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 & Managing Director

Date : May 29, 2018 (DIN: 01160327)

Mar 31, 2017

The Directors have pleasure in presenting their Thirty Second Annual Report and the Audited Financial Statements for the year ended March 31, 2017 together with the Independent Auditor''s Report.

FINANCIAL RESULTS:

Rs, in Million

Particulars	2016-17	2015-16
Gross Income	9,731.20	6,657.48
Profit before tax	1,266.34	782.08
Less: Provision for taxation	397.74	282.34
Profit after tax before prior period adjustment	868.60	499.74
Current Tax relation to prior year	Nil	Nil
Profit after tax	868.60	499.74
Add: Surplus from last year	357.78	314.75
Add : Adjustment on account of Amalgamation	732.75	Nil
Profit available for appropriation after adjustments prior period taxes	1,959.13	814.50
APPROPRIATIONS:
1 Interim Dividend 50% (last year interim 50% )	69.64	60.01
Tax on Interim Dividend	6.14	8.16
2 Proposed final Dividend - (last year 55%)	Nil	76.93
Provision for tax on Final Dividend	Nil	11.61
3 Transfer to General Reserve	500.00	300.00
4 Balance carried to Balance Sheet	1,383.05	357.78

MERGER OF PHOENIX LAMPS LIMITED:

Subsequent to the announcements of merger of Phoenix Lamps Limited with Suprajit Engineering Limited, necessary meetings of shareholders, creditors and suppliers, of both Phoenix and Suprajit were held as per the directions of the Honorable High Court of Karnataka. The merger proposal was approved by all these stakeholders as well as by the Stock Exchanges, the SEBI and Regional Director, the Ministry of Corporate Affairs, the Government of India. Necessary filings were made with the Honorable High Court of Karnataka for further due process. However, the Government of India through the Ministry of Corporate Affairs effected certain amendments, and, directed the respective National Company Law Tribunal (NCLT) to deal with the merger matters under the Companies Act, 2013 in the month of December 2016. The documents were subsequently moved to the NCLT, Bengaluru, from the Honorable High Court.

After due process and multiple hearings, your Directors are pleased to inform that the NCLT Bengaluru Bench has approved the merger of Phoenix Lamps Limited with your Company vide their order dated 11th August 2017 in line with the Scheme of Amalgamation as approved by the shareholders of both the Companies. The erstwhile Phoenix Lamps Limited is now the Phoenix Lamps division of your Company. It will continue to operate as a separate division and retain its brand name of Phoenix. It may also be noted that in this process of merger, Trifa Lamps GmbH Germany and Luxlite Lamps S.a.r.L., Luxembourg, wholly owned subsidiaries of erstwhile Phoenix Lamps Limited, have now become the wholly owned subsidiaries of your Company. Post the order of NCLT, Directors of Suprajit have met and approved the combined Balance Sheet of your Company with that of Phoenix Lamps Limited. The enclosed Financial Statements reflect the performance of erstwhile Phoenix Lamps Limited as a part of the financials statements of Suprajit and the Consolidated Financial Statements reflect the financials of wholly owned subsidiaries - Luxlite Lamps and Trifa Lamps, Suprajit Automotive Limited, Suprajit Europe Limited and Suprajit USA INC / Wescon Controls LLC. The necessary shares and dividends to be issued to the minority shareholders of erstwhile Phoenix Lamps Limited, in line with the Scheme of Amalgamation are being addressed adequately.

TRANSFER TO RESERVES

During the year the Company has transferred an amount of Rs, 500 Million to General Reserves.

DIVIDEND:

An Interim Dividend of Rs, 0.50 per Share of Rs, 1/- each (50%) was declared and paid during the year under report. In view of the satisfactory financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs, 0.60 per Share of Rs, 1/- each (60%). The total outgo, considering the interim dividend including taxation, stands at Rs, 76.08 Millions as against Rs, 156.72 Millions during the last year. In terms of the Scheme of Amalgamation of Phoenix Lamps Limited (erstwhile subsidiary of your Company) which was duly approved by the NCLT, an amount of Rs, 10.78 Million, for the interim and final dividend will be paid to the minority Shareholders of Phoenix Lamps Limited.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2017:

The composition of the Board of Directors of the your Company is in conformity with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, Dr. C Mohan completed his term as Executive Director. He has contributed significantly to the growth and performance of your Company during the last 10 years. Your Directors wish to place on record the valuable services rendered by Dr. C Mohan during his tenure with the Company. He continues as an Advisor to the Board of Directors in certain strategic areas.

Mr. Mohan Srinivasan Nagamangala who joined the Company on December 5, 2013 as President, has been elevated to the Board as Whole Time Director and is designated as ''Director & Chief Executive Officer''. Mr. Medappa Gowda, Vice President (Finance) and Company Secretary, has been promoted as Chief Financial Officer and Company Secretary. Both are Key Managerial Personnel (KMP) under the applicable laws.

The composition of the Board of Directors as on March 31, 2017 is as below:

1 Mr. Kula Ajith Kumar Rai, Chairman & Managing Director

2 Mr. Mohan Srinivasan Nagamangala, Whole Time Director

3 Mr. Babu Gouda Sangana Gouda Patil (Retd. IAS), Independent Director

4 Mr. Ian Williamson, Independent Director

5 Mr. Mundaje Jayarama Shetty, Independent Director

6 Mr. Suresh Shetty, Independent Director

7 Mr. Divakar Sanku Shetty, Independent Director

8 Mrs. Supriya Ajith Rai, Non Executive Director

SHARE CAPITAL:

The Company has proposed issue and allot 85,33,699 Equity Shares to the Minority shareholders of Phoenix Lamps Limited pursuant to the Scheme of Amalgamation as approved by Hon''ble National Company Law Tribunal. Hence there were changes in the paid up share capital of the Company to the extent mentioned above as on March 31, 2017 since the effective date of amalgamation was April 1, 2016.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year.

OPERATIONS -MANAGEMENT DISCUSSION AND ANALYSIS:

The Indian automotive industry grew at 5.1% as against 3.5% previous year, showing a marginal improvement.

Your Company, on a standalone basis, recorded a income of Rs, 9,731.20 Millions during the year 2016 -17 as against Rs, 6,657.48 Millions during the year 2015-16, recording a growth of 46.16%. The Profit after Tax was Rs, 868.62 Millions during the year 2016-17 as against the Profit After Tax of Rs, 499.74 Millions during the year 2015-16, recording a growth of 73.81%. The consolidated group net income (including erstwhile Phoenix and recently acquired Wescon) was Rs,13,303.95 Millions for the year 2016-17 against Rs, 10,504.48 for the year 2015-16, recording a growth of 26.65%. The consolidated Profit after Tax was Rs, 1,226.57 Millions during the year 2016-17 as against Rs, 803.27 Millions during the year 2015-16, recording a growth of 52.70%. The performance of your Company has been satisfactory due to various measures taken by the Company to improve the operational efficiency and the margins.

The demonetization program and the recent introduction of GST by the Government of India, has led to certain short term business loss, but, is expected to have long term beneficial effects for your Company. The introduction of BIS 4 standards also had certain short term revenue implications.

CABLE DIVISION:

During the year, the new plants at Charal Industrial Estate, Sanand, Gujarat and Vallam Vadagal area, Chennai have scaled up their operations. Both have established good manufacturing practices and the capacity utilization is expected to go up further in the coming year.

The number of operating units for cables in India now stands at 14, as against 15 units last year, due to certain internal restructuring. The capacity of the group including recently acquired Wescon Controls now stands at 250 million cables per annum.

PHOENIX LAMPS DIVISION (Erstwhile Phoenix Lamps Limited):

Phoenix Lamps Division is the market leader in automotive halogen lamps in India with significant share of business of Indian automotive OE Market, aftermarket and exports. During the year, this division has completed capital expenditure plan of Rs, 300 Millions to improve the process quality and productivity. With these investments, it is expected that the levels of quality will improve to meet certain customer requirements. Phoenix Lamps Division has one plant for domestic customers and two export oriented units all located in Noida with the total annual capacity of 87 million lamps.

ACQUISITION OF WESCON CONTROLS, LLC, USA:

Your Company acquired Wescon Controls, LLC, USA on September 9, 2016 through its Wholly Owned Subsidiary Suprajit USA, INC. Wescon Controls is a leading manufacturer of control cables in non-automotive Outdoor Power Equipment (OPE) space. Wescon has its plants in Wichita, Kansas, USA and a Maquiladora facility in Juarez, Mexico. It has marquee customers like MTD, Husqvarna, John Deere, TORO, Honda etc. Acquisition of Wescon Controls gives a significant boost to your Company''s efforts to derisk its business by entering into non-automotive segment in a significant way. With expected annual revenue of US$ 40 million and good margins, Wescon is an important strategic acquisition for your Company.

The consolidated financials include the financials of Wescon Controls from September 10, 2016.

STRATEGY:

Your Company now has 3 brands, Suprajit as an automotive cable brand, Phoenix as a Lamp Brand and Wescon as a non-automotive cable brand. Your Company is taking effective steps to strengthen each one of these brands to grow business profitably, through various strategies for each brand.

WHOLLY OWNED SUBSIDIARIES: CABLE DIVISION:

The Wholly Owned Subsidiaries - Suprajit Automotive Private Limited and Suprajit Europe Limited have performed well during the year gone by.

The consolidated sales of the subsidiaries were Rs,1142.74 millions against Rs, 1037.53 millions previous year, an increase of 10.14 %. The EBIDTA was Rs, 286.49 millions against Rs, 193.59 millions previous year an increase of 47.99%. The Profit before Tax was Rs, 254.25 millions against Rs, 161.16 millions previous year an increase of 57.76%. The Profit after tax was Rs, 191.14 millions against Rs, 129.41 millions previous year an increase of 47.70%.

Suprajit USA / Wescon Controls LLC had a shortened period from September 10, 2016 as a Wholly Owned Subsidiary of your Company. For the period from 10th September 2016 to 31st March 2017, Wescon Controls LLC had a sales of Rs, 1471.70 Millions (US$ 21,904,572), EBIDTA of Rs, 235.86 Millions (US$ 3,510,464) and the Profit after Tax of Rs, 139.50 (US$ 2,076,346).

PHOENIX LAMPS DIVISION:

Trifa Lamps and Luxlite are wholly owned subsidiaries of your Company now. They operate as marketing, business development, sales, packaging and warehousing front end, mostly promoting Phoenix products. Trifa is a well-known German brand and both the companies sell in European market as well as other markets under various private labels.

Trifa had sales of Rs, 897.27 Millions (Euro. 1,21,90,112), EBIDTA of Rs, 35.53 Millions (Euro. 482,643) and the Profit After Tax of Rs, 49.15 Millions (Euro. 667,742).

Luxlite had sales of Rs, 1022.43 Millions (Euro 1,38,90,399), EBIDTA of Rs, 2.85 illions (Euro 38,701) and the Loss After Tax of Rs, 5.95 Millions (Euro 81,088).

It may be noted that the performance of Phoenix Lamps Division should be seen on a consolidated along with the subsidiaries. The Consolidated sales of Phoenix Lamps Division was Rs, 3,513.43 Millions with an EBIDTA of Rs, 490.62 Millions and the Profit after Tax of Rs, 293.65 Millions.

A separate statement in Form AOC-1, is given as âAnnexure-VII", which contains the salient features of the financial statement of subsidiaries has been attached along with the financials of the Company. The Annual Accounts and related documents of the Subsidiary Companies shall 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.

CURRENT YEAR:

The Indian GDP is expected to grow at 6-7% during the current year. The GST rollout from 1st July, 2017 will have a short term impact on most businesses. This may impact your Company also in the short term. However, GST is a transformational reform. GST, along with demonetization, is expected to be positive for your Company''s prospects in the year ahead, particularly in the aftermarket. Stable interest rates, low inflation and expected normal monsoon augur well for a good automotive industry growth in the years ahead.

The trend in global business has been positive with cable subsidiaries expected to do better in the current year. Phoenix Lamps along with its subsidiaries are expected to have a stable but no growth year largely due to lower exports. The aftermarket segment may have a challenging year, in view of GST disruptions.

Your Directors believe that the overall performance of your Company for the year will be satisfactory.

CREDIT RATING:

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

Instrument	Rating Agency	Rating	Outlook
Long Term Debt	CRISIL	AA-	Stable
Long Term Debt	ICRA	AA	Stable
Long Term Debt	India Ratings & Research	AA-	Stable
Short Term	CRISIL	A1	Stable
Short Term	ICRA	A1	Stable
Short Term	India Ratings & Research	A1	Stable
Term Deposit	Indian Ratings & Research	tAA	Stable

GROSS BLOCK:

The gross block during the year increased from '' 2,400.43 millions to '' 4348.23 millions. This was largely due to the ongoing projects and other sustaining capital expenditure.

CAPITAL EXPENDITURE:

As on March 31, 2017, the gross tangible and intangible assets stood at Rs, 4348.23 millions and the net tangible and intangible assets, at Rs, 2482.70 millions. Net additions during the year amounted to Rs, 1947.81 millions, including industrial land under lease Rs, 12.81 millions.

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:

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

DEPOSITS:

The approval of the shareholders was accorded to accept and renew Fixed Deposits pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 and accordingly the Company has accepted / renewed deposits pursuant to the provisions of the said Sections read with the Companies (Acceptance of Deposits) Rules, 2014 during the year. The details of the same are as below:

(a) accepted during the year Rs, 10 Lakhs

(b) remained unpaid or unclaimed as at the end of the year -Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- Not Applicable

(i) At the beginning of the year - NA

(ii) Maximum during the year - NA

(iii) At the end of the year- NA

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

There are 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, except to the extent of merger of Phoenix Lamps Limited, Subsidiary Company with the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134 (3) of the Companies Act, 2013 "Annexure -I".

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

The Company has entered into, the following transactions pursuant to Section 186 of the Companies Act, 2013:

Name of the entity

Particulars of Loans, Investments or Guarantees

Amount ( Rs, in Millions)

Suprajit Europe Ltd., U.K

Corporate Guarantee (GBP 0.5 Million converted at March 31, 2017 exchange rate of 1 GBP =

Rs, 82.33)

41.16

Suprajit USA, INC

Corporate Guarantee of USD 25 Million converted at March 31, 2017 exchange rate of

1 USD = Rs, 65.60)

1640.00

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 year were on at arm''s length basis and were in the ordinary course of business. There are 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 Section 134 (3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report as "Annexure-II" .

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. Additional Meetings of the Board of Directors are held when necessary. During the year under review, 5 (Five) Meetings were held on April 18, 2016, May 30, 2016, August 13, 2016, November 13, 2016 and February 13, 2017.

Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

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 departure;

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, 2017 and of the profits of the Company for the year ended on that date;

iii. proper and sufficient care have 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 AND BUSINES RESPONSIBILITY REPORT:

Being a Listed Company, necessary measures are taken to comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance, along with a certificate of compliance from a Practising Company Secretary, forms part of this report. Various disclosures as required under Sections 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transactions, Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo, extract of annual return, constitution of various Board level Committees, CSR Policy and initiatives taken during the year, Board evaluation, remuneration of the Managerial Personnel, Secretarial Audit Report etc.

RISK MANAGEMENT POLICY:

The Company has risk management policy in place. The Audit Committee has additional oversight in the area of financial risks and controls. 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 Officersâ liability Insurance Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has been active in CSR activities through Suprajit Foundation for the last 6 years. The Companies Act, 2013 mandates profitable companies to contribute 2% on CSR. Your Company has paid '' 24.86 millions, and Suprajit Automotive, wholly owned subsidiary of your Company has paid '' 1.69 millions to Suprajit Foundation for various activities undertaken by the said Foundation. The detailed activities of Suprajit Foundation have been provided elsewhere in this report.

The details of the amounts to be spent during the financial year and the manner in which it was spent are annexed herewith "Annexure -III". The copy of the CSR policy is available on the website of the Company (www.suprajit.com)

EMPLOYEES STOCK OPTIONS DETAILS

No Employee Stock Option Scheme as on 31st March, 2017.

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised by the senior management of the Company.

As and when new plants are getting added by the Company, Management ensures that various measures like rain- water harvesting, STP, water usage control, planting of trees, discarding of old gen-sets and minimum usage of lighting power during day time are well adopted from day one.

In addition, the following new initiatives have been undertaken during the year at various plants:

b) Various plants have started using LED lamp to reduce power consumption.

c) Additional facilities have been fitted with Automatic Water Level Controllers along with the water pumps which are used for pumping water to the storage tanks.

e) Additional facilities, Shop floors having roofing sheets with thermal vents on top of the roofing sheets (circulating fans operating with wind ) in order to reduce the heat effect in summer and also to reduce usage of electrically operated fans in the shop floor.

f) Rain water harvesting has been modified to properly channelize the rain water into earth in manner bore well gets adequate water for its re-generation.

g) Efforts made to improve power factors by installing additional active capacitors

h) Continuous efforts in reduction of power load by replacing DC drive to AC drive.

i) Compressor room temperature reduction for reducing maintenance cost.

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

a) Research and Development (R&D):

1) The Company has set up a centralized Tech Centre at Bengaluru. This centre will have Engineers for R&D work, testing and validation of products as per customers'' requirements.

2) The Company has received certain patents for cables, which are deployed commercially.

3) Development cells in every unit have been upgraded with more Engineers and latest equipments.

4) The Company''s R&D has developed many specialized cables for Customers as per the end user requirements. This is being successfully deployed by the customer with significant cost savings.

5) The Company has developed many types of equipments specialized for cable making with significant energy savings and increased productivity.

6) Product Life Cycle Management"- Enovia of DASSAULT SYSTEMES software being implemented across all the entities to enhance standardization of new product launch and change management.

7) During the year, Parking brake lever assembly was developed and supplies initiated to some of the Non Automotive customers.

8) Launch of RGL program to enhance Robustness, Geometry tolerances and Life of the Halogen bulbs.

b) Expenditure on Research and Development:

(Rs, in Million)

Particulars	2016-17	2015-16
Salaries & Wages	16.54	17.43
Material, Consumables & Stores	4.83	5.17
Other Direct Expenditures	4.47	3.13
TOTAL	25.83	25.73

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

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

2) The Company has developed innovative and path-breaking processes for certain Cable Manufacturing for which patents are pending.

3) The Company has successfully adapted customer''s designs for new types of cables and also other products.

GREEN INITIATIVES:

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned Rs, 1,404.41 Millions and expended Rs, 1,048.10 Millions during the year under review. It may be noted that at the consolidated level, the Company is a net forex earner.

INDUSTRIAL RELATIONS:

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. 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. The copy of Familiarization Programme of Independent Directors is available on the website of the Company (www.suprajit.com).

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 Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. The same is enclosed as "Annexure-IV''

COMPOSITION OF AUDIT COMMITTEE:

VIGIL MECHANISM:

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 Whistle Blower Compliance Officers / the Audit Committee of the Company in compliance with Section 177(9) of the Companies Act, 2013 and the 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.

AUDITORS:

i. Statutory Auditors:

As per the provisions of the Companies Act, 2013, same Auditors cannot be appointed for more than 2 consecutive terms of 5 years and Rotation of Auditors is mandatory The present Statutory Auditors of the Company viz. Messrs Varma and Varma, (Firm Registration No.004532S), Chartered Accountants, Bengaluru, are retiring as Statutory Auditors of the Company at the upcoming Annual General Meeting of the Company, as per the provisions of Companies Act, 2013.

In this connection, your Board of Directors at its meeting held on September 13, 2017 has recommended the appointment of Messrs S. R. Batliboi & Associates LLP (Firm Registration No.101049W/E300004), Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years subject to the approval of Members of the Company at the ensuing Annual General Meeting of the Company.

The Shareholders are requested to approve the appointment of Messrs S. R. Batliboi & Associates LLP (Firm Registration No.101049W/E300004), Chartered Accountants as the Statutory Auditors of the Company for a period of 5 years which is subject to ratification by the Members at the Annual General Meeting every year.

ii. Cost Auditors:

Messrs G N V Associates, Cost Accountants, have been appointed as the Cost Auditors of your Company for the financial year 2017-18. The cost audit report for previous year has been filed with the Registrar of Companies, Karnataka within due date.

iii. Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, Practicing Company Secretary (Membership No. FCS-8860) as the Secretarial Auditor as per Section 204 of the Companies Act, 2013 for the financial year 2016-17. The Secretarial Audit Report issued by him is enclosed as âAnnexure-V".

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY AUDITORS:

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors, in their report and 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.

SUPRAJIT FOUNDATION:

Your Directors would like to thank the honorary trustees of the Foundation, who continue to devote their valuable time and energy in planning, directing and monitoring its activities.

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.

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

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

Following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

No of complaints received : NIL

No of complaints disposed off : 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 information on employees'' particulars, which is available for inspection by the Members at 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 - VI".

CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be âforward 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:

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

Place : Bengaluru K. Ajith Kumar Rai

Date : September 13, 2017 Chairman & Managing

Director (DIN: 01160327)

Mar 31, 2016

Your Directors have pleasure in presenting their Thirty First Annual Report on the business and the Audited Statement of Accounts for the year ended 31^st March, 2016 together with the Independent Auditor''s Report.

FINANCIAL RESULTS:

Rs. in Lakhs

Particulars	2015-16	2014-15
Gross Income	66,574.80	58,063.53
Profit before tax	7,820.89	6,646.98
Less: Provision for taxation	2,823.47	2,185.60
Profit after tax before prior period adjustment	4,997.42	4,461.38
Current Tax relation to prior year	Nil	Nil
Profit after tax	4,997.42	4,461.38
Add: Surplus from last year	3,147.58	2,863.24
Profit available for appropriation after adjustments prior period taxes	8,145.00	7,324.61
APPROPRIATIONS:
1 Interim Dividend 50% (last year interim 45% )	600.10	540.09
Tax on Interim Dividend	81.65	88.09
2 Proposed final Dividend 55 % (last year 50 %)	769.30	600.10
Provision for tax on Final Dividend	116.10	122.16
3 Transfer to General Reserve	3,000.00	2,800.00
Additional depreciation under Schedule II of Companies Act, 2013	-	26.58
4 Balance carried to Balance Sheet	3,577.85	3,147.58

DIVIDEND:

An Interim Dividend of Rs. 0.50 per Share of Rs. 1/- each (50%) was declared and paid during the year under report. In view of the satisfactory financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.55 per Share of Rs. 1/- each (55%). The total outgo, considering the interim dividend including taxation, stands at Rs. 1,567.15 Lakhs as against Rs. 1,350.44 Lakhs during the last year. In terms of the Scheme of Amalgamation of Phoenix Lamps Limited (subsidiary of your Company) with the Company, which was duly approved by the Board , and is under regulatory approval process, an amount of Rs. 46.93 Lakhs has been provided to be paid to the minority Shareholders of Phoenix Lamps Limited which will become payable upon the said Scheme becoming effective.

SHARE CAPITAL:

Based on the approval accorded by the Shareholders earlier, during the year, the Company had issued and allotted 1,13,18,774 Equity Shares of Rs. 1/- each, at a premium of Rs. 131.50 per share, amounting to Rs. 14,997.37 lakhs through Qualified Institutional Placement. Your Company has received good response for the issue. The proceeds of the issue will be judiciously used to optimize debt and equity and to meet the long term growth plans of your Company.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year.

OPERATIONS -MANAGEMENT DISCUSSION AND ANALYSIS:

Indian automotive industry grew at 3.5% as against 8.3% previous year, showing increased sluggishness. This has been largely due to a below normal monsoon and general economic conditions in the country.

Your Company, on a standalone basis, recorded an income of Rs. 66,575 Lakhs during the year 2015-16 as against Rs. 58,063 Lakhs during the year 2014-15, recording a growth of 14.66%. The Profit After Tax was Rs. 4,997 Lakhs during the year

2015-16 as against the Profit After Tax of Rs. 4,461 Lakhs during the year 2014-15, recording a growth of 12%. The consolidated group income (including Phoenix) was Rs. 1,05,045 Lakhs for the year 2015-16 against Rs. 67,181 Lakhs for the year 2014-15, recording a growth of 56 %. The consolidated Profit After Tax was Rs. 7,194 Lakhs during the year 2015-16 as against Rs. 5,029 Lakhs during the year 2014-15, a growth of 43%. You will note that your Company''s revenue growth, both standalone and consolidated, has been well ahead of the Industry growth, as in the past. Due to favorable currency, commodity prices, operational improvements, the margins of your Company have improved as compared to the previous year. Your Company''s overall performance has been satisfactory.

During the year, your Company started commercial production at its new plant at Charal Industrial Estate, Sanand, Gujarat. It also started the trial production at its new plant at Vallam Vadagal area, Chennai.

CURRENT YEAR:

The Indian GDP is expected to grow at 7% during the current year. The interest rates and inflation have come down. Added to this, commodity prices are expected to remain stable and monsoon forecast for the current year is favorable. This can improve the rural economy and is expected to help automotive industry to grow better than the last year. The trend of the global business is expected to be steady and give satisfactory push for the overall business growth this year for your Company.

Capacity expansion plan from 150 million to 225 million cables per year will be completed during the current year. This will create sufficient capacity for the next few years. The current year trend with the domestic customers, aftermarket and exports appear to be satisfactory. Your Directors believe that the overall performance of your Company for the year will be satisfactory.

ACQUISITION OF PHOENIX LAMPS:

The Directors are pleased to inform that during the year under report, your Company acquired 61.93% in the fully paid up Equity Share Capital of Phoenix Lamps Limited at a cost of Rs. 15,445.09 Lakhs. Your Company initially acquired 1,42,89,843 Equity Shares of Rs. 10/- each at a consideration @ Rs. 89/- per share aggregating to Rs. 12,717.96 Lakhs amounting to 51% from Argon India Limited, Mauritius and Argon South Asia Limited, Mauritius. An ''Open Offer'' was made to minority shareholders to acquire additional 26% for which 15,021 Shares were tendered at Rs. 100/- per share aggregating to Rs. 15.02 Lakhs. Your Company further acquired the balance 30,47,312 Equity Shares of Rs. 10/- each at a consideration @ Rs. 89/- per share aggregating to Rs. 2,712 Lakhs amounting to 10.88% stake and completed the transaction in line with Share Purchase Agreement signed on 6th May, 2015. With this, Phoenix Lamps Limited became subsidiary of your Company.

Your Company has worked closely with Phoenix Lamps Limited during the year in various areas including operations, finance, regulatory, compliances, subsidiary businesses, etc. to add significant value to improve the operational and financial performance of the Company. Phoenix continues to be the largest Halogen Lamp manufacturer in India and the product range will complement your Company''s core product range of cables. On a standalone basis, Phoenix has recorded an income of Rs. 22,538 Lakhs during the year 2015 -16 as against Rs. 24,601 Lakhs during the year 2014-15, recording a negative growth of 8.39%. The Profit After Tax was Rs. 141.36 Lakhs during the year 2015-16 as against the Profit After Tax of Rs. 2,747.77 Lakhs during the year 2014-15, largely due to a provision for diminution in value of investment at the subsidiary of Phoenix

Lamps Limited, lower sales, write-offs relating to previous years, etc. The consolidated group income was Rs. 33,654.40 Lakhs for the year 2015-16 as against Rs. 3,6825.54 Lakhs for the year 2014-15, recording a negative growth of 8.61%. The consolidated Profit After Tax was Rs. 2,290.28 Lakhs during the year 2015-16 as against Rs. 1,957 Lakhs during the year

2014-15, a growth of 17%. Sales were lower due to currency and customer related issues. Your Directors are confident that with both Suprajit and Phoenix teams working together to overcome multiple hurdles, the performance of this subsidiary will be satisfactory, going forward.

MERGER OF PHOENIX LAMPS LIMITED:

On 18^th April, 2016, your Company and Phoenix Lamps Limited, in separate meetings of their respective Audit Committees and Boards of Directors, announced the merger of Phoenix Lamps Limited with your Company, subject to necessary regulatory and shareholders'' approvals. The merger ratio has been based on the SEBI approved guidelines of price determination based on which, Boards of both companies have set the Share Exchange Ratio at 4 Equity Shares of (Rs.1/- each) Suprajit for every 5 Equity Shares of (Rs. 10/- each) Phoenix. The merger price of Phoenix at Rs. 110 based on closing price of Suprajit on 13th April, 2016 on NSE, represents the premium of 23.50% on Rs. 89/- per one Equity Share of Rs. 10/- of Phoenix Lamps Limited, paid by Suprajit to acquire Phoenix last year, 10% premium to the Open Offer price of Rs. 100/- and 10% premium on the 6 months average price of Phoenix.

Boards of Phoenix and Suprajit have recommended the approval of the merger to their respective shareholders subject to all statutory approvals. Both Suprajit, which holds 61.93% of Phoenix shares and Promoter group of Suprajit, which holds 47.37% of Suprajit, have irrevocably agreed to vote in favor of merger. Your Board feels that the merger of Phoenix with Suprajit will bring significant strengths with stronger balance sheet, along with excellent customer reach. It will enhance cost efficiencies at various levels, better global footprint and management bandwidth. This will also help in managing regulatory compliances and tax matters. Phoenix is a strong brand in the market and will be continued. Your Directors believe that this is a win-win situation for both Suprajit Engineering Limited and Phoenix Lamps Limited and recommend the merger to the shareholders.

CREDIT RATING:

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

Instrument	Rating Agency	Rating	Outlook
Long Term Debt	CRISIL	AA-	Stable
Long Term Debt	ICRA	AA-	Stable
Long Term Debt	India Ratings & Research	AA-	Stable

Instrument	Rating Agency	Rating	Outlook
Short Term	CRISIL	A1	Stable
Short Term	ICRA	A1	Stable
Short Term	India Ratings & Research	A1	Stable
Term Deposit	Indian Ratings & Research	tAA	Stable

WHOLLY OWNED SUBSIDIARIES:

The wholly owned subsidiaries - Suprajit Automotive Private Limited and Suprajit Europe Limited have performed well during the year gone by.

The consolidated sales of the subsidiaries were Rs. 10,510 Lakhs against Rs. 9,587 Lakhs previous year, an increase of 9.63 %. The EBIDTA was Rs. 1,931 Lakhs against Rs. 1,245 Lakhs previous year an increase of 55%. The Profit before Tax was Rs. 1,606 Lakhs against Rs. 807 Lakhs previous year an increase of 99%. The subsidiaries are expected to perform satisfactorily this year.

A separate statement in form AOC-1, âAnnexure-VII", containing the salient features of the financial statement of its subsidiaries has also been attached along with the financials of the Company. The Annual Accounts and related documents of the Subsidiary Companies shall 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.

GROSS WORKING CAPITAL:

Gross working capital represented by inventory, sundry debtors, loans and advances increased from Rs. 28,544 Lakhs to Rs. 35,333 Lakhs as at March 31, 2016.

GROSS BLOCK:

The gross block during the year increased from Rs. 20,577 Lakhs to Rs. 24,004 Lakhs. This was largely due to the ongoing projects and other sustaining capex.

CAPITAL EXPENDITURE:

As on 31st March, 2016, the gross tangible and intangible assets stood at Rs. 24,004 Lakhs and the net tangible and intangible assets, at Rs. 17,582 Lakhs. Net additions during the year amounted to Rs. 3,427 Lakhs, including industrial land under lease Rs. 2.67 Lakhs.

DEPOSITS:

The approval of the shareholders was accorded to accept and renew Fixed Deposits pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 and accordingly the Company has accepted deposits pursuant to the provisions of the said Sections read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

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

There are 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, except merger proposal of Phoenix Lamps Limited with the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134 (3) of the Companies Act, 2013 âAnnexure -I".

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

The Company has entered into the following transactions pursuant to Section 186 of the Companies Act, 2013 :

Name of the entity	Particulars of Loans and Guarantees	Amount ( Rs. in Lakhs)
Suprajit Europe Ltd., U.K	Corporate Guarantee (GBP 5 Lakhs converted at March 31, 2016 exchange rate of 1 GBP = Rs. 96.15)	480.75

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

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are 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 and also disclosed to the Stock Exchanges under Regulation 72 of SEBI (LODR) Listing Regulations, 2015. In compliance with Section 134 (3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report as âAnnexure-II" .

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. Additional Meetings of the Board of Directors are held when necessary. During the year under review, 5 (Five) Meetings were held on 6^th May, 2015, 29^th May, 2015, 11^th August , 2015, 9^th November, 2015 and 9^th February, 2016.

Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

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 departure;

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, 2016 and of the profits of the Company for the year ended on that date;

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 AND BUSINESS RESPONSIBILITY REPORT:

As a Listed Company, necessary measures are taken to comply with the Listing Agreements of the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from a Practicing Company Secretary, forms part of this report. Various disclosures as required under Sections 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transactions, Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo, extract of annual return, constitution of various Board level Committees, CSR Policy and initiatives taken during the year, Board evaluation, remuneration of the Managerial Personnel, Secretarial Audit Report etc.

RISK MANAGEMENT POLICY:

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):

As you are aware, your Company has been active in CSR activities through Suprajit Foundation for the last 5 years. The Companies Act, 2013 mandates profitable companies to contribute 2% on CSR. Your Company has paid Rs. 134.40 Lakhs, Phoenix Lamps Limited, subsidiary of your Company, has paid Rs. 73.70 Lakhs and Suprajit Automotive Private Limited, wholly owned subsidiary of your Company has paid Rs. 12.74 Lakhs to Suprajit Foundation for various activities undertaken by the said Foundation. The detailed activities of Suprajit Foundation have been provided elsewhere in this report.

The details of the amounts to be spent during the current financial year and the manner in which it was spent are annexed herewith "Annexure -III". The copy of the CSR policy is available on the website of the Company (www.suprajit.com).

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised by the senior management of the Company.

As and when new plants are getting added to the Company, Management ensures that various measures like rain- water harvesting, STP, water usage control, planting of trees, discarding of old gen-sets and minimum usage of lighting power during day time are well adopted from day one.

In addition, the following new initiatives have been undertaken during the year at various plants:

a) During the year your Company has installed 100 kWp solar capacity as the first pilot project to assess the use of solar energy for the operational requirements of the Company. The Company will monitor the performance of this project and based on the success, will consider deploying such projects at various units.

b) Various plants have started using LED lamp to reduce power consumption.

c) Automatic Water Level Controllers have been deployed along with the water pumps which are used for pumping water to the storage tanks.

d) The Company has provided gen-sets with higher as well as lower KVA rating in all the plants so that gen-set power is selectable depending upon actual power requirement in case of power shutdown, thereby avoiding wastage.

e) Electrical systems in all the new plants have been provided with individual controls so that the user can select particular fan, light etc., depending upon requirement at that particular point of time. This avoids indiscriminate bulk selection of electrical systems.

f) Shop floors having roofing sheets have been provided with thermal vents on top of the roofing sheets (circulating fans operating with wind ) in order to reduce the heat effect in summer and also to reduce usage of electrically operated fans in the shop floor.

g) Rain water harvesting has been modified to properly channelize the rain water into earth in a manner borewell gets adequate water for its re-generation.

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

a) Research and Development (R&D):

1) The Company has taken the initiative to set up a centralized Tech Centre at Bengaluru. This centre will have Engineers for R&D work, testing and validation of products as per customers'' requirements.

2) The Company has received certain patents for cables, which are deployed commercially.

3) Development cells in every unit have been upgraded with more Engineers and latest equipments.

4) The Company''s R&D has developed many specialized cables for Customers as per the end user requirements. This is being successfully deployed by the customer with significant cost savings.

5) The Company has developed many types of equipments specialized for cable making with significant energy savings and increased productivity.

b) Expenditure on Research and Development:

(Rs. in lakhs)

Particulars	2015-16	2014-15
Salaries & Wages	174.35	133.41
Material, Consumables & Stores	51.66	21.15
Other Direct Expenditures	31.29	15.60
TOTAL	257.30	170.16

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

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

2) The Company has developed innovative and path-breaking processes for certain Cable Manufacturing for which patents are pending.

3) The Company has successfully adapted customer''s designs for new types of cables and also other products.

GREEN INITIATIVES:

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned Rs. 3,209.67 Lakhs in foreign exchange and expended Rs. 5,154.59 Lakhs in foreign exchange during the year under review. It may be noted that at the consolidated level, the Company is a net forex earner.

INDUSTRIAL RELATIONS:

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION:

TRAINING OF INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. 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. The copy of Familiarize Programme of Independent Director I.D is available on the website of the Company (www.suprajit.com).

LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI), on September

2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said regulations were effective December 1, 2015. The Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during December, 2015.

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 Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. "Annexure-IV. The copy of the National and Remuneration Policy is available on the website of the Company (www.suprajit.com).

COMPOSITION OF AUDIT COMMITTEE:

Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty as Chairman of the Committee, Mr. M Jayarama Shetty and Mr. Suresh Shetty, as other Members of the Committee. The composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013.

VIGIL MECHANISM:

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 Whistle Blower Compliance Officers/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 are available on the website of the Company (www.suprajit.com).

AUDITORS:

Statutory Auditors:

The Auditors, Messrs Varma and Varma, (Firm Registration No.004532S), Chartered Accountants, Bengaluru, have been appointed as the Statutory Auditors of the Company in the 30^th Annual General Meeting of the Company held on September 19, 2015, to hold the office till the conclusion of 31^st Annual General Meeting of the Company.

The Shareholders are requested to ratify the appointment of Messrs Varma & Varma, Chartered Accountants as the Statutory Auditors for the Financial Year 2016-17.

Cost Auditors:

Messrs G N V Associates, Cost Accountants, had been appointed as the Cost Auditors of your Company for the financial year

2016-17. The previous year''s report has been filed within due date.

Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, Practising Company Secretary (Membership No. ACS-25167) as the Secretarial Auditor as per the Section 204 of the Companies Act, 2013 and the Secretarial Audit Report obtained from him is furnished in "Annexure-V".

SUPRAJIT FOUNDATION:

Suprajit Foundation was established in 2011 as a not-for-profit Trust to conduct social welfare activities. Over the years, the Foundation has initiated, guided and conducted several programs in education, healthcare and rural development.

Your Directors would like to thank the honorary trustees of the Foundation, who continue to devote their valuable time and energy in planning, directing and monitoring its activities.

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.

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

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

Following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:

No of complaints received : NIL

No of complaints disposed off : 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 information on employees'' particulars which is available for inspection by the Members at 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 âAnnexure - VI".

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 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:

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

Place : Bengaluru K. Ajith Kumar Rai

Date : 30^th May, 2016 Chairman & Managing Director (DIN: 01160327

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirtieth Annual Report and the Audited Statement of Account for the Year ended 31st March, 2015 together with the Independent Auditors' Report.

FINANCIAL RESULTS:

Rs. in Lacs

Particulars 2014-15 2013-14

Gross Income 58,063.53 53,605.81

Profit before tax 6,646.98 6,921.64

Less: Provision for taxation 2,185.60 2,156.10

Profit after tax before prior period adjustment - -

Current Tax relation to prior year - -

Profit after tax 4,461.38 4,765.54

Add: Surplus from last year 2,863.24 2,831.66

Profit available for appropriation after adjustments prior period taxes 7,324.61 7,597.20

APPROPRIATIONS:

1 Interim Dividend 45% (last year interim 45% ) 540.09 540.09 Tax on Interim Dividend 88.09 91.78

2 Proposed final Dividend 50 % (last year 50 %) 600.10 600.10 Provision for tax on Final Dividend 122.16 101.98

3 Transfer to General Reserve Additional 2,800.00 3,400.00 depreciation under Schedule II of Companies Act, 2013 26.58 -

4 Balance carried to Balance Sheet 3,147.58 2,863.25

DIVIDEND:

An Interim Dividend of Rs. 0.45/- per Share of Rs. 1/- each (45%) was declared and paid during the year under report. In view of the satisfactory financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.50 per Share of Rs. 1/- each (50%). The total outgo, considering the interim dividend including taxation, stands at Rs. 1350.44 Lacs as against Rs. 1333.96 Lacs during the last year.

RESERVES:

The Company proposes to transfer Rs. 2,800 Lacs to the General Reserve.

SHARE CAPITAL:

The Company has increased its Authorised Share Capital from Rs. 125,Â°00,Â°00 (Rupees Twelve Crores Fifty Lacs only) divided into 125,000,000 (Twelve Crores Fifty Lacs) Equity Shares of Rs. 1/- (Rupee One only) each to Rs. 150,000,000 (Rupees Fifteen Crores only) divided into 150,000,000 (Fifteen Crores) Equity Shares of Rs. 1/- (Rupee One only) each by passing resolution through Postal Ballot by the Members of the Company during the year under report.

During the year under review the Company has not issued shares with/without differential voting rights nor granted stock options nor sweat Equity Shares.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

OPERATIONS -MANAGEMENT DISCUSSION AND ANALYSIS:

Indian automotive industry grew at 8.30 % as against 4.00 % of the previous year, showing continued sluggishness. After years of coalition governments, a government with absolute majority was formed at the centre. This has lead to the belief that a stable and forward looking changes in the Indian economic landscape will be in place for the next 5 years.

Your Company recorded an income of Rs. 58,063 Lacs during the year 2014-15 as against Rs. 53,593 Lacs during the year 2013- 14, recording a growth of 8.34%. The Profit after tax was Rs. 4,461 Lacs during the year 2014-15 as against the Profit after tax of Rs. 4,765 Lacs during the year 2013-14. The consolidated group income was Rs. 67,181 Lacs for the year 2014-15 against Rs. 60,073 Lacs for the year 2013-14, recording a growth of 11.83 %. The consolidated Profit after tax was Rs. 5,029 Lacs during the year 2014-15 as against Rs. 5,080 Lacs during the year 2013-14. You will note that, your Company's revenue growth is ahead of Industry growth, as in the past. However, due to inflationary pressures, restructuring costs, cross currency effects, changes in the depreciation requirement etc., had certain impacts on the profitability of your Company, when compared to previous year. Your Company's overall performance has been satisfactory, despite difficult market conditions.

During the year, your Company has acquired, on a slump sale basis, the cable division of Pricol Limited. This has been now fully integrated with your Company's operations. Your Company's capacity expansion plan from 150 million to 225 million cables per year, is progressing smoothly and is expected to be complete by March 2016. The building construction at Pathredi was completed. Construction is in advanced stage for the plant in Vallam Vadagal area, Chennai. Groundbreaking for the new plant at Charal Industrial Estate, Sanand, Gujarat took place in January, 2015.

CURRENT YEAR:

The Indian GDP grew at 7.4% in 2014-15. The raging inflation was reined in, interest rates started coming down along with global oil and other commodity prices. There has been continued sluggishness in the Indian economy and the automotive industry is expected to grow only in single digit during the current year as well. If the new Government pushes through various transformational legislations including GST and land reforms, and if the monsoon is normal, it is hoped that during the second half of this year, a revival can be expected in the Indian automotive industry.

The downward trend noticed in the aftermarket during the second half of last year has continued in this year. Non- automotive export business is also facing certain sectoral pressures. Automotive business, both local and exports is expected to be steady. Your Directors believe that overall prospects for the year appears to be satisfactory.

ACQUISITION OF PHOENIX LAMPS LIMITED

Your Company has been assessing inorganic growth opportunities in line with its long term vision of de-risking single product, cables. Your Directors are pleased to inform that your Company has signed a Share Purchase Agreement to acquire 61.88% stake in Phoenix Lamps Limited. An Open Offer for the shareholders of Phoenix Lamps Limited to acquire an additional 26% was launched. All requisite formalities are in the process of being completed. Phoenix Lamps Limited will become a subsidiary of your Company. Phoenix Lamps Limited is the largest automotive halogen lamp manufacturer in India. Your Directors believe that the product range of Phoenix Lamps Limited will greatly complement the core product of cables.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Instrument Rating Agency Rating Outlook

Long Term Debt CRISIL AA- Stable

Long Term Debt ICRA AA- Stable

Long Term Debt Indian Ratings & Research AA- Stable

Short Term CRISIL A1 Stable

Short Term ICRA A1 Stable

Short Term Indian Ratings & Research A1 Stable

Term Deposit Indian Ratings & Research tAA Stable

WHOLLY OWNED SUBSIDIARIES:

The wholly owned subsidiaries Sup raj i t Automotive Private Limited and Suprajit Europe Limited, have performed well during the year gone by.

The consolidated sales of the subsidiaries were Rs. 9,587 Lacs against Rs. 6,702 Lacs previous year, an increase of 43%. The EBIDTA was Rs. 1,245 Lacs against Rs. 796 Lacs previous year an increase of 56%. The Profit before tax was Rs. 807 Lacs against Rs.496 Lacs previous year an increase of 62%. The Subsidiaries are expected to perform satisfactorily this year.

A separate statement in form AOC-1, "Annexure-VI" containing the salient features of the financial statement of its subsidiaries has also been attached along with the financials of the Company. The Annual Accounts and related documents of the Subsidiary Companies shall 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.

GROSS WORKING CAPITAL

Gross working capital represented by inventory, sundry debtors, loans and advances increased from Rs. 24,951 Lacs to Rs. 28,544 Lacs as at 31st March, 2015.

GROSS BLOCK

The gross block during the year increased from Rs. 18,409 Lacs to Rs. 20,577 Lacs. This was largely due to the ongoing projects and other sustaining capex.

CHANGE IN DEPRECIATION POLICY

With effect from April 1, 2014, the Company has revised the estimated useful lives of certain assets resulting in additional depreciation on opening WDV of fixed assets consequent to application of Schedule II of Companies Act, 2013. (Refer Note 6.4 of Notes forming part of Balance Sheet).

CAPITAL EXPENDITURE:

As on 31st March, 2015, the gross tangible and intangible assets stood at Rs. 20,577 Lacs and the net tangible and intangible assets, at Rs. 14,712 Lacs. Net additions during the year amounted to Rs.2,167 Lacs, including industrial land under lease Rs. 907.19 Lacs.

DEPOSITS:

The approval of the shareholders was accorded to accept and renew Fixed Deposits pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 and accordingly the Company has accepted deposits pursuant to the provisions of the said Sections read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

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

There are 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.

EXTRACT OF THE ANNUAL RETURN :

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134 (3) of the Companies Act, 2013. "Annexure -I".

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

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

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

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are 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 and also disclosed to the Stock exchanges under Clause 49 of the Listing Agreement. In compliance with Section 134 (3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report. "Annexure-II"

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. During the year under review 4 (Four) Meetings were held on 30th May, 2014, 31st July, 2014, 30th October, 2014 and 3rd February, 2015.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

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 departure;

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 31st March, 2015 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 AND BUSINESS RESPONSIBILITY REPORT:

As a Listed Company, necessary measures are taken to comply with the Listing Agreements of the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the statutory auditors, forms part of this report. Further, Business Responsibility Report, describing the initiatives taken by your Company from an Environmental, Social and Governance perspective, also forms a part of this report. Various disclosures as required under Section 134 and 135 of the Companies Act, 2013 are annexed to this report or covered in the Corporate Governance Report, such as related party transactions; Information and details on conservation of energy, technology absorption, foreign exchange earnings and outgo, extract of annual return, constitution of various Board level Committees, CSR Policy and initiatives taken during the year, Board evaluation, remuneration of the Managerial Personnel, Secretarial Audit Report etc.

RISK MANAGEMENT POLICY:

The Company has Risk Management Policy in place. The Audit Committee has additional oversight in the area of financial risks and controls. 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):

As you are aware, your Company has been active in CSR activities through Suprajit Foundation for the last 4 years. The recent change in the Companies Act mandates profitable companies to contribute 2% of the net profits on CSR. Your Company has paid Rs.135.74 Lacs to Suprajit Foundation for various activities undertaken by them. The detailed activities of Suprajit Foundation have been provided elsewhere in this report. A provision as mandated has been made for Rs. 127.58 Lacs in the books of accounts of 2014-15, which will be paid to Suprajit Foundation in due course to further augment its CSR activities.

The details of the amounts to be spent during the current financial year and the manner in which it was spent are annexed herewith "Annexure -III".

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised by the senior management of the Company.

As and when new units are getting added in the Company, the Unit Managers and Unit HR-Heads see to that various measures like rain-water harvesting, STP, water usage control, planting of trees, discarding of old gen-sets and minimum usage of lighting power during day time are very well adopted from day one.

In addition, the following new initiatives have been undertaken during the year :-

a) Automatic Water Level Controllers have been deployed along with the water pumps which are used for pumping water to the storage tanks.

b) The Company has provided gen-sets with higher KVA rating as well as lower KVA rating in all the units so that gen-set power is selectable depending upon actual power requirement in case of power shutdown by which the units only generate the power what is required and not more thereby avoiding wastage.

c) Electrical systems in all the new units have been provided with individual controls in place of bulk controls so that the user can exercise selection of, say, a particular fan, light or anything depending upon requirement at that particular point of time. Thus avoids indiscriminate and mindless bulk selection of electrical systems though the actual requirement could be met by selecting few.

d) Shop floors having roofing sheets have been provided with thermal vents on top of the roofing sheets (circulating fans operating with wind ) in order to reduce the heat effect in summer and also to reduce usage of electrically operated fans in the shop floor.

e) Rain water harvesting has been modified to properly channelize the rain water into earth in a manner borewell gets adequate water for its re-generation.

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

a) Research and Development (R&D):

1) The Company has taken the initiative to set up a centralised Tech Centre at Bangalore. This centre will have Engineers for R&D work, testing and validation of products as per customers' requirements. The centre will have product-, process- and material- specialists in order to offer latest technology products to the customers.

2) Development cells in every unit have been upgraded with more Engineers and latest equipments.

3) The Company's R&D has developed many specialized cables for Customers as per the end user requirements. This is being successfully deployed by the customer with significant cost savings.

4) The Company has developed many equipments specialised for cable making with significant energy savings and increased productivity.

b) Expenditure on Research and Development:

Particulars 2014-15 2013-14

Salaries & Wages 133.41 124.42

Material, Consumables & 22.05 22.26

Stores

Other Direct Expenditures 14.70 14.85

TOTAL 170.16 | 161.53

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

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

2) The Company has developed innovative and path-breaking processes for certain Cable Manufacturing for which patents are pending.

3) The Company has successfully adapted a customer's design for a new types of cables and also 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 Rs. 3424.99 Lacs in foreign exchange and expended Rs. 5495.63 Lacs in foreign exchange during the year under review.

INDUSTRIAL RELATIONS:

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

DIRECTORS:

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Supriya A Rai, Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Appointments of three Independent Directors for the next tenure up to February, 2020 are for your consideration and these are in line with the requirements of the revised laws.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation program. 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.

RE-APPOINTMENTS

As per the provisions of the Companies Act 2013, Dr. Supriya A Rai, retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

The Companies Act, 2013, provides for the appointment of Independent Director, Sub-Section (10) of Section 149 of the Companies Act, 2013 provides that Independent Directors shall hold office for a term of up to five consecutive years on the board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the shareholders of the Company. Accordingly, all the Independent Directors were appointed by the shareholders either at the General Meeting according to Sub- section (13) states that the provisions of retirement the Act shall not apply to such Independent Directors.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

COMPOSITION OF AUDIT COMMITTEE:

Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty as the Chairman of the Committee, Mr. M Jayarama Shetty and Mr. Suresh Shetty, as other Members of the Committee. The Composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013.

VIGIL MECHANISM

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 Whistle Blower Compliance Officers/ the Audit Committee of the Company in compliance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 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 i.e. www.suprajit.com.

AUDITORS:

Statutory Auditors:

The Auditors, Messrs. Varma and Varma, FRN No. 004532S, Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 141 of the Companies Act, 2013 from them that their appointment would be within the limits specified therein. In terms of requirements of Companies Act, 2013, it is proposed to appoint Auditors for a period of 2 years subject to the approval of Shareholders at every Annual General Meeting.

Your Directors recommend their appointment.

Cost Auditors:

Messrs. G N V Associates, Cost Accountants, had been appointed as the Cost Auditors of your Company for the financial year 2014-15. The previous year's report has been filed within due date.

Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat, Practicing Company Secretary (Membership No. ACS-25167) as the Secretarial Auditor as per the Section 204 of the Companies Act, 2013 and the Secretarial Audit Report is furnished in a separate. "Annexure-IV".

SUPRAJIT FOUNDATION

The Suprajit Foundation was established in 2011 as a not-for- profit trust to conduct social welfare activities. Over the years, the Foundation has initiated, guided and conducted several programs in education, healthcare, disaster relief and rural development.

Your Directors would like to thank the honorary trustees of the Foundation, who continue to devote their valuable time and energy in planning, directing and monitoring its activities.

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.

During the year, no occupational illness case was reported. Due to continued efforts to conserve water and energy, specific water and energy consumption also reduced.

DISCLOSURE UNDERTHESEXUAL 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.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015:

No of complaints received : NIL

No of complaints disposed off : 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 information on employees' particulars which is available for inspection by the Members at 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 - V".

CAUTIONARY NOTE

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchanges and such statements may be "forwardlooking" 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

Place : Bangalore K. Ajith Kumar Rai Date : 29th May, 2015 Chairman & Managing Director

Mar 31, 2013

The Directors have pleasure in presenting their Twenty Eighth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Rs. in Lakhs

Particulars 2012-13 2011-12

Gross Income 46891.63 41498.34

Profit before tax 6572.53 5495.69

Less: Provision for taxation 1817.36 1563.37

Profit after tax before prior period adjustment 4755.17 3932.32

Current Tax relation to prior year 10.00 10.18

Profit after tax 4745.17 3922.14

Add: Surplus from last year 2436.37 2220.92

Profit available for appropriation after adjustments of prior period taxes 7181.54 6143.06

APPROPRIATIONS:

1 Interim Dividend 35% (last year Interim Dividend 30%) 420.07 360.06

Tax on Interim Dividend (Net) 68.14 58.41

2 Proposed Final Dividend 40% (last year 35%) 480.08 420.07

Provision for tax on Final Dividend 81.59 68.14

3 Transfer to General Reserve 3300.00 2800.00

4 Balance carried to Balance Sheet 2831.66 2436.38

DIVIDEND:

An Interim Dividend of Rs. 0.35/- per Share of Rs. 1/- each (35%) was declared and paid . In view of the good financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.40 per Share of Rs. 1/- each (40%). The total outgo, on account of overall Dividend of Rs. 0.75 (75%) including taxation stands at Rs. 1049.88 lakhs as against Rs. 906.68 lakhs during the last year.

OPERATIONS:

Indian economy slowed down significantly with the GDP growing at about 5% during the year. This has resulted in dismal performance by the automotive industry. The Indian auto industry grew by 2.04%, as compared to previous year''s growth of 13.96%. The year has been one of the lowest growth years in the Indian automotive industry in the past decade. Against this, Suprajit has recorded a growth of 13%.

Your Company recorded an income of Rs. 46,891 lakhs during the year 2012-13 as against Rs. 41,498 lakhs during the year 2011-12, recording a growth of 13%. During the year 2012-13, the Profit After Tax was Rs. 4,745 lakhs against Rs. 3,922 lakhs during the year 2011-12, recording a growth of 20.98%. The consolidated income grew from Rs. 46,125 lakhs for the year 2011-12 to Rs. 51,575 lakhs for the year 2012-13, recording a growth of 11.81%. The consolidated Profit Before Tax grew from Rs. 5,479 lakhs to Rs. 6,683 lakhs during the same period, a growth of 21.95%. As one will note, your Company has surpassed the industry growth through its focused customer management and inroads into new customer segments for its products.

During the year, a new plant for cables at Bommasandra Industrial Area, was established which started its commercial production. Installation and trial production at its new cable plant at Pathredi Industrial Area, Bhiwadi, was started during March this year. Trial production was also started at a brand new automotive cable plant at its subsidiary, Suprajit Automotive Private Limited.

CURRENT YEAR:

Indian GDP is likely to grow at around 5% for a second year in a row, in the current year. This will have a significant effect on the growth of automotive industry. Initial indications point to a tepid first half, with a hope that during the second half of the year recovery and growth will pick up. This does not augur well for growth in business this year. However, commodity prices and interest rates seem to have peaked and oil prices are coming down. SIAM, the nodal agency for Indian automotive industry, has predicted low single digit growth for the automotive industry.

With full commercial production expected at the new cable plants in Bangalore and Pathredi, your Company''s target of 150 million cables capacity per year will be achieved in the current year. Your Company has acquired 2 acres of land at Narsapura Industrial Area, near Bangalore for a proposed new plant for a marquee customer. The plant expansion for the new product division of your Company is expected to be completed during the course of this year.

Despite the headwinds, your Company continues to work closely with the customers and pursue aggressively new opportunities in business developments. Along with this, the focus on non-automotive and aftermarket business is expected to give a satisfactory outcome for the year.

DEMATERILISATION OF SHARES:

As per the directives issued by the Securities and Exchange Board of India (SEBI), Shares of your Company are to be traded compulsorily in dematerialized form. Necessary arrangements have been made with National Securities Depository Limited (NSDL) and Central Depository Service Limited (CDSL) to facilitate dematerialization of Shares.

LISTING OF EQUITY SHARES:

Your Company''s Shares continue to be listed at the Stock Exchange at Mumbai and at National Stock Exchange.

WHOLLY OWNED SUBSIDIARIES:

Global automotive scenario continues to be challenging, particularly in Europe with difficult market conditions. The performance of the subsidiaries has been stable. The outlook for the first half of the current year continues to be challenging. However, with new contracts expected to be productionised during the second half of this year, the outlook is better for the coming years. With installation of a new plant at the subsidiary, Suprajit Automotive, your Company is gearing up to meet the increased business volumes and challenges of the global customers.

As the two subsidiaries work in tandem, the consolidated sales of the subsidiaries were Rs. 4,514 lakhs against Rs. 4,566 lakhs in the previous year. The EBIDTA was Rs. 461 lakhs against Rs. 359 lakhs in the previous year. The Profit Before Tax was Rs. 132 lakhs against Rs. 0.36 lakhs in the previous year. The performance of the subsidiaries is expected to further consolidate and improve during this year on a consolidated basis.

DEPOSITS:

The Company has accepted deposits pursuant to the provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the year.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The information as required under the above Section is given in Annexure and forms part of this Report.

INDUSTRIAL RELATIONS:

Relations with the employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed by the employees at all levels.

CORPORATE GOVERNANCE:

Your Company has implemented various measures of Corporate Governance aiming to assist the management of the Company and to meet the obligations to Shareholders and towards enhanced transparency. A report on Corporate Governance is given in Annexure and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

Your Directors confirm:

I. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

II. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profit of the Company for that year.

III. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. that the Directors have prepared the Annual Accounts on a ''going concern'' basis.

STATUTORY DISCLOSURES:

The Board of Directors has passed a resolution giving consent not to enclose the Annual Accounts of Subsidiary Companies along with the Annual Report in accordance with the provisions of Circular No. 2 /2011 issued by Ministry of Corporate Affairs on 8th February, 2011. Accordingly, a statement exhibiting brief financial details of the Company''s Subsidiaries for the year ended 31st March, 2013 is included in the Annual Report. The Annual Accounts of the Subsidiary Companies will be kept for inspection by any member of the Company at its Registered Office and also at the Registered Office of the concerned Subsidiary Companies.

ADDITIONAL DISCLOSURES:

In line with the requirements of Listing Agreements and Accounting Standards, your Company has made additional disclosures in respect of consolidated Financial Statements and Related Party disclosures.

SEGMENT REPORTING:

The Company has classified its products as Auto Components. Since the nature of activities are governed by the same set of risk and returns, these have been grouped as a domestic and export sales based upon geographical segment in the above disclosures.

DIRECTORS:

Mr. Ian Williamson and Mr. Suresh Shetty, Directors, retire by rotation and being eligible, offer themselves for re- appointment.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

INSURANCE COVERAGE:

The Board reports that your Company has adequately insured all the assets of the Company.

AUDITORS:

Messrs Varma & Varma, Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENT:

Your Directors wish to thank, State Bank of India, Syndicate Bank, Citibank N.A., HSBC and ICICI Bank Ltd for their continued support and assistance. Your Directors place on record their gratitude to the customers, employees, distributors, vendors, shareholders and other acquaintances for their continued and valued support. For and on behalf of the Board

Place : Bangalore K. Ajith Kumar Rai

Date : 25th May, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting their Twenty-Seventh Annual Report and the Audited Accounts of the Company for the Year ended 31st March 2012.

FINANCIAL RESULTS:

Rs. in Lakhs

Particulars 2011-12 2010-11

Gross Income 41498.34 33,044.64

Profit before tax 5495.69 4,264.84

Less: Provision for taxation 1563.37 1,215.33

Profit after tax before prior period adjustment 3932.32 -

Current Tax relation to prior year 10.18 -

Profit after tax 3922.14 3,049.51

Add: Surplus from last year 2220.92 2,087.13

Profit available for appropriation after adjustments prior period taxes 6143.06 5,136.64

APPROPRIATIONS:

1 Interim Dividend 30% (last year interim dividend 20% ) 360.06 240.04 Tax on interim Dividend (Net) 58.41 39.86

2 Proposed final Dividend 35% (last year 25%) 420.07 300.05

Provision for tax on Final Dividend 68.14 35.77

3 Transfer to General Reserve 2800.00 2300.00

4 Balance carried to Balance Sheet 2436.38 2220.92

DIVIDEND:

An Interim Dividend of Rs. 0.30/- per Share of Rs. 1/- each (30%) was declared and paid. In view of the good financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Rs. 0.35 per Share of Rs. 1/- each (35%). The total outgo, considering the interim dividend including taxation stands at Rs. 906.68 lakhs as against Rs. 615.72 lakhs during the last year.

OPERATIONS:

Despite global recessionary trend and slowing down of Indian economy, your Company had a robust year both in terms of sales and Profitability. The Indian auto industry grew by 14%, much lower than the previous year's 27%. Against this, Suprajit has recorded a growth of 25.58%.

Your Company recorded an income of Rs. 41,498 lakhs during the year 2011 -12 as against Rs. 33,044 lakhs during the year 2010-11, recording a growth of 25.58%. During the year 2011 - 12, the Profit After Tax was Rs. 3,922 lakhs against Rs. 3,049 lakhs during the year 2010-11, recording a growth of 28%. The consolidated income grew from Rs. 38,911 lakhs for the year 2010-11 to Rs. 46,135.41 lakhs for the year 2011-12, recording a growth of 18.56 %. The consolidated Profit After Tax grew from Rs. 3,380 lakhs to Rs. 3,946 lakhs during the same period, a growth of 17%. Your Company continues to surpass the industry growth through its aggressive marketing, gains in market share, good growth in the aftermarket and non-automotive businesses.

During the year, the expansions of 100% EOU at Bommasandra Indl. Area and the new 4-wheeler cable plant at Chakan were completed. These have added to the capacity of the Company to grow its business.

Your Company has emerged as the largest 2-wheeler cable manufacturer in the world. It is also the largest exporter of automotive cables from India. Your Company is now emerging as one of the top global cable manufacturers in the world.

CURRENT YEAR:

India's GDP growth is likely to be around 6% in this current year. This will affect the growth of automotive industry. Although interest rates seem to have peaked, infation will be high. Commodity prices continue to harden. Slowing global economy is adding to the concerns of exports. Indian automotive industry is estimated to grow at 8-10%.

Your Company will reach a targeted 150 million cable capacity during the year, through various capacity expansion projects. New plants for cables in Bommasandra, Karnataka and Bhiwadi Industrial area, Rajasthan are also in advanced stages of implementation. In addition to this, your Company is adding additional plant for the proposed new products at Doddaballapur Industrial area, Karnataka.

The order position from existing customers continues to be robust for cables. Non-automotive as well as aftermarket cable segments will add significant additional business, in this year. Your Company's plan to expand the product range is progressing steadily.

Your Directors expect another year of good performance for your Company.

DEMATERILIZATION OF SHARES:

As per the directives issued by the Securities and Exchange Board of India (SEBI), Shares of your Company are to be traded compulsorily in dematerialized form. Necessary arrangements have been made with National Securities Depository Limited (NSDL) and Central Depository Service Limited (CDSL) to facilitate dematerialization of Shares.

LISTING OF EQUITY SHARES:

Your Company's Shares continue to be listed at Stock Exchange Mumbai and at National Stock Exchange.

WHOLLY OWNED SUBSIDIARIES:

Global automotive scenario continues to be challenging. The performance of subsidiaries for the year gone by, have been tepid due to difficult market conditions and reduced volumes on existing contracts.

However, the outlook for the current and coming years looks bright in view of the new contracts received from marquee new

customers. These export businesses would be commercialized during this and next year and expected to give significant boost to the exports of automotive cables from the subsidiaries. A new plant to cater to these new contracts is in the advanced stage of implementation at the 100% EOU in Doddaballapur Indl. Area.

Gills Cables Limited has now changed its name to Suprajit Europe Limited. The consolidated sales of the subsidiaries were Rs. 4,637 Lacs against Rs. 5,059.38 Lacs previous year. The EBIDTA was Rs. 253 Lacs against Rs. 752.47 Lacs previous year. The Profit After Tax was Rs. (17 Lacs) against Rs. 273.46 Lacs previous year. The performances of the subsidiaries are expected to improve during this year.

DEPOSITS:

The Company has accepted deposits pursuant to the provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the year.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The information as required under the above Section is given in Annexure and forms part of this Report.

INDUSTRIAL RELATIONS:

Relations with the employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed and support extended by the employees at all levels.

CORPORATE GOVERNANCE:

Your Company has implemented various measures of Corporate Governance aiming to assist the management of the Company and to meet the obligations to Shareholders and towards enhanced transparency. A report on Corporate Governance is given in Annexure and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

Your Directors confirm:

I. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

II. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the Profit of the Company for that year.

III. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. that the Directors have prepared the Annual Accounts on a 'going concern' basis.

STATUTORY DISCLOSURES:

The Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to the members of the Company and its Subsidiary Companies, seeking such information at any point of time. The Board of Directors has passed a resolution giving consent to not to enclose the Annual Accounts of Subsidiary Companies along with the Annual Report in accordance with the provisions of Circular No. 2 /2011 issued by Ministry of Corporate Affairs on 8th February 2011. Accordingly, a statement exhibiting brief financial details of the Company's Subsidiaries for the year ended 31st March, 2012 is included in the Annual Report. The Annual Accounts of the Subsidiary Companies will be kept for inspection by any member of the Company at its Registered office and also at the Registered office of the concerned Subsidiary Companies.

ADDITIONAL DISCLOSURES:

In line with the requirements of Listing Agreements and Accounting Standards, your Company has made additional disclosures in respect of Consolidated Financial Statements and Related Party disclosures.

SEGMENT REPORTING:

The Company has classified its products as Auto Components. Since the nature of activities are governed by the same set of risk and returns, these have been grouped as a domestic and export sales based upon geographical segment in the above disclosures.

DIRECTORS:

Mr. Surendra Kumar N Shah and Mr. B S Patil, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

Your Directors have inducted Dr. C Mohan as an Additional Director of the Company and subsequently appointed him as an Executive Director.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

INSURANCE COVERAGE:

The Board reports that your Company has adequately insured all the assets of the Company.

AUDITORS:

Messrs Varma & Varma, Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENT:

Your Directors wish to thank State Bank of India, Syndicate Bank, Citibank N.A. and ICICI Bank Limited for their continued support and assistance. Your Directors place on record their gratitude to the customers, distributors, vendors, shareholders and other acquaintances for their continued and valued support.

For and on behalf of the Board

Place : Bangalore K Ajith Kumar Rai

Date : 29th May, 2012 Chairman & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting their Twenty-Sixth Annual Report and the Audited Accounts of the Company for the Year ended 31st March, 2011.

FINANCIAL RESULTS:

Rs. in Lakhs Particulars 2010-11 2009-10

Gross Income 3 3,044.62 22,689.49

Profit before tax 4,264.84 3,206.36

Less: Provision for taxation 1,215.33 1,025.32

Profit after tax before - prior period adjustment

Current Tax relation to prior year -

Profit after tax 3,049.51 2,181.04

Add: Surplus from last year 2,087.13 1,701.93

Profit available for appropriation after adjustments prior period taxes 5,136.64 3,882.97

APPROPRIATIONS:

1 Interim Dividend 20% (last year interim 20% & Silver Jubilee dividend 25%) 240.04 270.04 Tax on interim Dividend (Net) 39.86 45.89

2 Proposed final Dividend 25% (last year 20%) 300.05 240.04

Provision for tax on Final Dividend 35.77 39.87

3 Transfer to General Reserve 2,300.00 1,200.00

4 Balance carried to Balance Sheet 2,220.92 2,087.13

DIVIDEND:

An Interim Dividend of Re. 0.20/- per Share of Re. 1/- each (20%) was declared and paid. In view of the good financial performance of your Company, your Directors have pleasure in recommending a Final Dividend of Re. 0.25 per Share of Re. 1/- each (25%). The total outgo, considering the interim dividend including taxation stands at Rs. 615.72 lakhs as against Rs. 595.84 lakhs (includes a Silver Jubilee onetime payment of Rs.150.02 lakhs) during the last year.

OPERATIONS:

The year gone by was a robust year for your Company both in sales and profitability. While the global automotive market continues to be sluggish, Indian auto industry probably had one of its best years, clocking a growth of 27%. This has augured well for Suprajit which grew faster than the industry at 46%. Your Company recorded a net income of Rs. 33,044.62 lakhs during the year 2010 -11 as against Rs. 22,689.49 lakhs during the year 2009-10, recording a growth of 45.64%. During the year 2010- 11, the Profit After Tax was Rs. 3,049.51 lakhs against Rs. 2,181.04 lakhs during the year 2009-10, recording a growth of 39.82%. The consolidated sales grew from Rs. 26,578.77 lakhs for the year 2009 - 10 to Rs. 37,917.32 lakhs for the year 2010-11, recording a growth of 42.66 %. The consolidated Profit AfterTax grew from Rs. 2,216.92 lakhs to Rs. 3,330.11 lakhs during the same period, a growth of 50.21 %.You

will note that your Companys growth has surpassed that ofthe automotive industry by a significant margin. This is largely due to improved market share with customers, significant growth in the non-automotive as well as aftermarket business.

During the year, the unit purchased at Bommasandra Industrial Area was operationalized to expand the activities of aftermarket business. Expansion of 100% EOU at Bommasandra and a 4 wheeler cable plant at Chakan have made good progress during the year, which will be operationalized in the current year. Another unit has been purchased in the Bommasandra Industrial area for further expansion of your Companys activities.

CURRENT YEAR:

The outlook for the current year looks promising. Although interest rates have risen, high inflation is a concern and commodity prices are hardening, auto industry is one ofthe key drivers of the economy. In a growing economy, the auto sector to which your Company belongs to, plays a significant role. Your Company expects to continue to surpass the industry growth in the days to come, barring unforeseen circumstances.

The capacities at most of the plants are fully utilized, giving little room for further growth. With Indian economy continuing to grow well, your Company now plans to expand its capacity from the planned 110 mn cables / year to 150 mn cables / year by next year. These expansion activities will be carried out in the existing units as well as recently acquired new units. Your Company has also acquired an additional land of 4.2 acres at Bhiwadi to setup its 4th plant in the North region.

Your Company has taken initial steps in expanding its product range and has launched a few products in the aftermarket. These products are expected to add to the overall business growth of the Company in the years to come.

DEMATERILISATION OF SHARES:

As per the directives issued by the Securities and Exchange Board of India (SEBI), Shares of your Company are to be traded compulsorily in dematerialized form. Necessary arrangements have been made with National Securities Depository Limited (NSDL) and Central Depository Service Limited (CDSL) to facilitate dematerialisation of Shares.

LISTING OF EQUITY SHARES:

Your Companys Shares continue to be listed on the Stock Exchange at Mumbai and at National Stock Exchange.

WHOLLY OWNED SUBSIDIARIES:

While domestic scenario looks robust, global automotive scenario continues to be challenging. The automotive market in the Western world is yet to recover from the melt down and is stabilizing at a much lower levels of sales. With this in the background, the performance of subsidiaries has been satisfactory, both of which operate in this environment. The combined sales of the subsidiaries has increased from Rs.4103.31 lakhs for the year 2009-10 to Rs. 5059.39 lakhs during the year 2010-11, recording a growth of 23.30 %. The Profit After Tax grew from Rs. (6.40) lakhs to Rs. 273.46 lakhs. The EBIDTA grew from Rs. 398.19 lakhs to Rs.752.47 lakhs, an increase of 88.97 %. It must be noted that Gills Cables is acting as a technical and commercial centre for the group and has a minimal manufacturing in line with the Groups plans. The current year for the subsidiaries appears to be satisfactory in line with the global automotive scenario.

DEPOSITS:

The Company has accepted deposits pursuant to the provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the year.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The information as required under the above Section is given in Annexure and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Information pursuant to Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of employees) Rules,1975 as amended:

SI Name Age Qualifi cation Designation Remune ration Experience Date of Previous No (Yea rs) & Nature of (Rs.) (Years) Joining Employ ment Duties

1. K.Ajith Kumar Rai 53 B.E.M. A.Sc Chairman & 22,714, 738 26 24.05. 85 Resear ch & (Canada) Managing Teac hing Director Assist ant, Techn ical Univer sity of Novasco tia, Canada

Notes:

1.Remuneration included Basic Salary, Allowances, Incentives, Commission, Companys contribution to PF, Superannuation Fund and

taxable value of perquisites.

2. The appointment is contractual.

3. The Shareholding of Mr. K. Ajith Kumar Rai (along with his spouse) in the Company is 60,402,544 Shares (50.33%). None of the other employees own more than 2% of Shares in the Capital of the Company as on 31st March, 2011.

INDUSTRIAL RELATIONS:

Relations with the employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed by the employees at all levels.

CORPORATE GOVERNANCE:

YourCompany has implemented various measuresof Corporate Governance aiming to assist the management of the Company and to meet the obligations to Shareholders and towards enhanced transparency. A report on Corporate Governance is given in Annexure and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

Your Directors confirm:

I. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

II. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 st March, 2011 and of the profit of the Company for that year.

III. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

IV. that the Directors have prepared the Annual Accounts on a going concern basis.

STATUTORY DISCLOSURES:

The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and its subsidiary companies, seeking such information at any point of time. The Board of Directors has passed a resolution giving consent to not to enclose the Annual Accounts of Subsidiary Companies along with the Annual Report in accordance with the provisions of Circular No. 2 /2011 issued by Ministry of Corporate Affairs on 8th February 2011. Accordingly a statement exhibiting brief financial details of the Companys subsidiaries for the year ended 31st March, 2011 is included in the Annual Report. The Annual Accounts of the subsidiary Companies will be kept for inspection by any member of the Company at its Registered Office and also at the Registered Office of the concerned subsidiary companies.

ADDITIONAL DISCLOSURES:

In line with the requirements of Listing Agreements and Accounting standards, your Company has made additional disclosures in respect of Consolidated Financial Statements and Related Party disclosures.

SEGMENT REPORTING:

The Company has classified its products as Auto Components. Since the nature of activities are governed by the same set of risk and returns, these have been grouped as a domestic and export sales based upon geographical segment in the above disclosures.

DIRECTORS:

Mr. M. Jayarama Shetty and Mr. Diwakar S Shetty, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

During the year under review, your Board of Directors reluctantly accepted the resignation of Mr. M.R.B Punja, Chairman, who resigned due to advancing age. Mr. Punja, former Chairman of IDBI and Chairman and Director on many large listed and unlisted corporates, has been heading the Board of Suprajit from 14th April 1995 and has been guiding and advising the Company in innumerable ways. His advice and guidance to the Company, all these years has helped the Company in taking many critical decisions. The Directors place on record their deep appreciation and gratitude for the yeoman services rendered by Mr. Punja.

The Board considered the extensive experience and services of Mr. K Ajith Kumar Rai, Chief Promoter, and approved his elevation to the office of "Chairman"and appointed Mr. K. Ajith Kumar Rai, Vice Chairman as Chairman in place of Mr. M R B Punja.

Your Directors have inducted Mr. Suresh Shetty as Director of the Company in the casual vacancy created by cessation of Office of Director by Mr. M.R.B. Punja. Mr. Shetty is a well- known Management Consultant and a Chartered Accountant by qualification and is an advisor to many Auto Ancillaries. He brings to the Board his rich experience in Financial Management and Investment banking.

AUDIT COMMITTEE:

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

INSURANCE COVERAGE:

The Board reports that your Company has adequately insured all the assets of the Company.

AUDITORS:

Messrs Varma & Varma, Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENT:

Your Directors wish to thank Syndicate Bank, Citibank N.A. and State Bank of India for their continued support and assistance. Your Directors place on record their gratitude to the customers, distributors, vendors, employees, shareholders and other acquaintances for their continued and valued support.

For and on behalf of the Board

Place: Bangalore K. Ajith Kumar Rai Date: 30th May, 2011 Chairman & Managing Director

Mar 31, 2000

The Directors have pleasure in presenting their Fifteenth Annuai Report and the Audited Accounts of the Company for the year ended 31st March 2000.

FINANCIAL RESULTS: (Rs. in lakhs)

1999-2000 1998-99

Gross Income 2574.43 2001.94

Profit before interest, 434.24 348.95 depreciation and tax

Less:

Interest 56.85 70.54

Depreciation 78.49 73.04

Profit before tax 298.90 205.36

Less:

Provision for Income Tax 96.38 51.35

Profit after Tax 202.52 154.01

Add:

Surplus brought forward from last year 63.70 61.33

Less:

Provision for Income Tax 0.66 7.95 for earlier years

Profit available for appropriations after adjustment of earlier year 265.56 207.39

APPROPRIATIONS:

a) Interim dividend @ 24% 66.98 --

Tax on Interim Dividend 7.36 --

b) Proposed Final Dividend @ 6% 16.74 66.98 (24% previous year)

Tax on Final Dividend 3.68 6.69

c) Transferred to General Reserve 100.00 70.00

d) Balance carried to Balance Sheet 70.80 63.70

DIVIDEND:

An interim dividend of 24% (Rs. 2.40 per equity share of Rs. 10/- each) has been paid for the year. Your Directors have pleasure in recommending final dividend of 6%, making total dividend for the year at 30%. (Rs. 3.00 per equity share of Rs. 10/- each).

OPERATIONS:

Automotive industry witnessed a turnaround during the year. While four wheeler / heavy vehicles segment recorded growth of 28%, two / three wheelers had a growth of 11% over the previous year.

Your Company recorded a gross income of Rs. 2574.43 lakhs as against Rs. 2001.94 lakhs during 1998-99 recording an increase of 28%. Profit before interest, depreciation and tax increased by 24% from Rs. 348.95 lakhs to Rs. 434.24 lakhs. The net profit amounted to Rs. 202.50 lakhs against Rs. 154.01 lakhs recording an increase of 31%.

During the year, exports increased to Rs. 39.41 lakhs against Rs. 14.69 lakhs of previous year. Speedometer division added sales of Rs. 445.54 lakhs against Rs. 291.09 lakhs of previous year.

Your Directors have pleasure in informing you that the growth rate of your Company has surpassed that of the industry on a year to year basis for the past many years.

CURRENT YEAR:

Your Company, during the current year would focus on consolidation combined with growth. The order position for both Cable as well as Speedometer division is satisfactory.

Your Company is in the process of expanding capacities of the Cable Division and adding balancing equipments at the Speedometer Division during the year. The Directors are confident that your Company will grow at a healthy rate and will perform satisfactorily during the current year.

SUBSIDIARY COMPANIES:

Your Directors have pleasure in informing that the Company has made a major investment in the equity capital of Information Technology solution providing Company - Winners Computer Services Private Limited. The investment is scheduled in a phased manner. As of 31st March 2000 your Company has invested Rs. 84.15 lakhs to acquire 51% share holding in Winners making it a subsidiary of your Company. Your Company has also committed to make additional investments in the equity of the Company to expand its operations.

Winners has an attractive business model. The Directors are confident that investment made in the subsidiary will add to shareholder values and benefit in the years to come. Subsequent to the majority shareholding in the subsidiary, the name of the Company is being changed to SUPRAWIN TECHNOLOGIES LIMITED.

The Audited Accounts together with the statement as required under Section 212 of the Companies Act, 1956 of Suprajit Chemicals Private Limited and Winners Computer Services Private Limited are attached to this Annual Report. The subsidiaries have performed satisfactorily.

DEPOSITS:

The Company has accepted deposits of Rs. 7.14 lakhs pursuant to provisions of Section 58-A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 during the year. As on 31st March 2000, there was no outstanding deposit due for payment.

INFORMATION PURSUANT TO SECTION 217(l)(e) OF THE COMPANIES ACT, 1956.

The information as required under the above section is given in Annexure and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

The information as required under the above section is given in Annexure and forms part of this Report.

INDUSTRIAL RELATIONS:

The relations with employees continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent team spirit displayed by the employees at all levels.

DIRECTORS:

Mr. M.R.B. Punja retires by rotation and being eligible, offers himself for re- appointment.

Mr. Diwakar S Shetty tendered. his resignation from the Board during the year. The Board has accepted the resignation and wishes to record its appreciation of valuable services rendered by Mr. Diwakar S Shetty to the Company during his tenure as Director of the Company.

AUDITORS:

Messrs. T.R. Varadarajan & Associates, Chartered Accountants, retire as Auditors of the Company and, being eligible, offer themselves for re-appointment.

ACKNOWLEDGMENT:

Your Directors wish to thank Syndicate Bank, KSFC, IDBI Bank Ltd. Canara Bank and KSIIDC for their continued support and assistance. Your Directors also wish to place on record their gratitude to the customers, distributors, dealers, vendors and investors for their continued and valued support.

For and on behalf of the Board

Place: Bangalore M.R.B.PUNJA

Date: 25th May 2000 Chairman

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