Supertex Industries Ltd Directors Report

To,

The Members,

Supertex Industries Limited

Your Directors have pleasure in presenting their Thirty-Eighth Annual Report on the Business and Operations of the Company together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS:

	Rs. in Lakhs Year ended 31.03.2024	Rs. in Lakhs Year ended 31.03.2023
Turnover	9048	6817
Other Income	34	109
Profit before Interest and Depreciation	428	458
Finance Costs	322	344
Profit before Depreciation	106	114
Depreciation	74	94
Profit Before Tax	32	20
Deferred Tax	(21)	(15)
Profit After Tax	11	5
Other Comprehensive Income	6	2
Total Comprehensive Income	17	7

In view of the low profits, it has been decided to retain the same in business and as such your Directors are unable to recommend any dividend for the year under report.

During the year under review, no amount has been transferred to General Reserves.

2. FINANCIAL PERFORMANCE:

The production during the year was 59% higher at 5717 MT as against 3596 MT last year and the turnover was also 33% higher at Rs. 9048 lakhs as against Rs. 6817 lakhs last year. The Companys exports continued to remain under pressure in the current year exports were 5.56% of the turnover as against 10.51% earlier. The EBIDTA was at Rs 428 lakhs as against 458 lakhs, the Profit before Tax was higher at Rs 32 lakhs as against 20 lakhs. The processing charges were Rs.69 lakhs as against Rs. 79 lakhs last year. The capacity utilization was much better this year and the management is hopeful that it will further improve in the forthcoming years.

3. EXPORTS:

Exports continued to be under pressure due to the international scenario being volatile due to the pandemic and uncertainty thereafter. The export turnover was lower at Rs. 503 lakhs as against Rs. 716.2 lakhs last year and the quantity exported was 444 MT as against 644 MT in the last year.

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary/ Associate Companies/ Joint Ventures.

5. LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on BSE Limited ("BSE")

6. DEMATERIALIZATION OF SHARES:

98.84% of Companys paid-up Equity Share Capital is in dematerialized form as on 31st March, 2024 and the balance 01.16% is in physical form.

The Companys Registrar and Transfer Agent is M/s. Link Intime India Pvt Ltd having their registered office at C-101,247 Park, LBS Marg, Vikhroli (West), Mumbai- 400 083.

7. INTERNAL FINANCIAL CONTROLS:

Your Board has devised systems, policies, and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

8. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review, falling within ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

9. FINANCE & ACCOUNTS:

The Board after assessing the capital buffers and liquidity levels did not raise any finance by issue of any securities during the year.

Your Company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Companys state of affairs and profit for the Financial Year 2023-24.

10. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return is made available at Companys website www.supertex.in.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

12. HUMAN RESOURCES:

Our Company has always aspired to build a culture that demonstrates standards in safety, environment and sustainability. People are most valuable asset and we are committed to provide all our employees, a safe and healthy work environment.

13. MEETINGS OF THE BOARD:

The Board of Directors of the Company duly met seven (7) times during the Financial Year 2023-24. Details of the meetings and attendance thereat form part of the Corporate Governance Report.

The gap between two Board meetings was within the limit prescribed under Section 173(1) of the Act and Regulation 17(2) of the SEBI Listing Regulations.

14. DISQUALIFICATION OF DIRECTORS:

During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Cessation of Independent Directors:

a) Mr. Pradip Kapadia (holding DIN 03332411), Independent Director of the Company, has completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company with effect from 31st March 2024.

b) Mr. Maheshchandra Sharma (holding DIN 02309138), Independent Director of the Company, has completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company with effect from 31st March 2024.

(ii) Re-appointment of Chairman & Managing Director:

Mr. Ramesh Kumar Mishra (holding DIN 00245600) has been re-appointed as "Chairman & Managing Director" of the Company for a term of 5 (Five) years with effect from 26th March, 2024 upto 25th March, 2029 by the Shareholders of the Company upon passing a Special Resolution through Postal Ballot, the results of which were declared on 14th May, 2024.

(iii) Re-appointment of Whole Time Director & Chief Financial Officer:

Mr. Sanjay Kumar Mishra (holding DIN 00304796) has been re-appointed as a "Whole Time Director & Chief Financial Officer" of the Company for a term of 5 (Five) years with effect from 01st April, 2024 upto 31st March, 2029 by the Shareholders of the Company upon passing a Special Resolution through Postal Ballot, the results of which were declared on 14th May, 2024.

(iv) Cessation of Executive Director:

Mr. Yashvardhan Mishra (holding DIN 07159645) "Executive Director" of the Company has completed his tenure on 10th November, 2023 and will not be re-appointed with effect from the close of business hours are on that day.

(v) Appointment of Additional Director:

a) Mrs. Arti Shah (holding DIN 10555097) has been appointed as a "Non-Executive Independent Director" of the Company for a term of 5 (Five) years with effect from 22nd March, 2024 upto 21st March, 2029 by the Shareholders of the Company upon passing a Special Resolution through Postal Ballot, the results of which were declared on 14th May, 2024.

b) The Board of Directors of the Company appointed Mr. Rajnikant Manilal Mody (holding DIN 01062535) as an Additional Director (Independent Non- Executive Director) to hold office for 5 (five) consecutive years effective from 12th August, 2024 upto 11th August, 2029. The Board of Directors recommend his appointment.

(vi) Appointment of Directors retiring by rotation:

Mr. Sanjay Kumar Mishra (holding DIN 00304796), Whole Time Director & Chief Financial Officer of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment.

(vii) Declaration by Independent Directors:

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy for directors and employees to report concerns about unethical behavior, genuine concerns or grievances. The said policy has been posted on the website of the Company.

17. NOMINATION AND REMUNERATION POLICY:

Your Company has in place Remuneration Policy for Directors, Key Managerial Personnel (KMPs), Senior Management and other Employees of the Company in terms of the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees exceeding the limit prescribed under the provisions of section 186 of the Companies Act, 2013.

19. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the

ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the related party transactions policy of the company. All Related Party Transactions are placed before the Audit Committee for its approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Companys website. Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

20. RISK MANAGEMENT:

Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the Financial Year 2023-24, there were no significant and material orders passed by the Regulators or Courts or Tribunal that would impact the going concern status of the Company and its future operations.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date this Report.

23. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation templates to respective Directors for evaluation of the Board and its Committees, Independent Directors/non Independent Directors/ Executive Directors and the Chairman of the Company. The results of the evaluation were satisfactory and adequate and meet the requirement of the Company.

24. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. During the financial year 2023-24, the Company has not received any complaints on sexual harassment.

25. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

26. CORPORATE GOVERNANCE:

The Company attaches considerable significance to compliance with the conditions of Corporate Governance stipulated in Clause ‘C of Schedule V on Annual Report pursuant to Regulations 34(3) of SEBI Listing Regulations. A Report on Corporate Governance is hereto annexed.

27. SECRETARIAL STANDARDS OF ICSI:

Pursuant to the provisions of Section 118 of the Act, 2013 during Financial Year 2023-24, the Company has adhered with the applicable provisions of the Secretarial Standards ("SS-1"and "SS-2") relating to ‘Meetings of the Board of Directors and ‘General Meetings issued by the Institute of Company Secretaries of India ("ICSI") and notified by MCA.

28. AUDIT COMMITTEE:

The Audit Committee is comprised of four Directors. The composition of the Audit Committee is as follows:

Name	Designation	Category
Mr. Pradip Kapadia *1	Chairman	Non-Executive Independent Director
Mr. M A Sharma *1	Member	Non-Executive Independent Director
Mrs. Meeta Shingala	Member	Non-Executive Independent Director
Mrs. Arti Shah *2	Chairperson *2	Non-Executive Independent Director
Mr. Piyush Patel	Member	Non-Executive Independent Director
Mr. Rajnikant Manilal Mody *3	Member	Non-Executive Independent Director

(*1 Upto 31st March, 2024 * 2 and *3 From 12th August, 2024)

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

29. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is comprised of four Directors. The composition of the Nomination and Remuneration Committee is as follows:

Name	Designation	Category
Mr. Pradip Kapadia *1	Chairman	Non-Executive Independent Director
Mr. M A Sharma *1	Member	Non-Executive Independent Director
Mrs. Meeta Shingala	Member	Non-Executive Independent Director
Mr. Piyush Patel *2	Chairman *2	Non-Executive Independent Director
Mrs. Arti Shah	Member	Non-Executive Independent Director
Mr. Rajnikant Manilal Mody *3	Member	Non-Executive Independent Director

( *1 Upto 31st March, 2024 * 2 and *3 From 12th August, 2024)

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.

30. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Non-Executive Independent Directors	Ratio to median remuneration
Mr Piyush Patel	NA
Mr M A Sharma	NA
Mr P R Kapadia	NA
Mrs Meeta Shingala	NA
Executive Directors and KMPs
Mr R K Mishra, Chairman and Managing Director	23.13
Mr S K Mishra, Director and CFO	18.17
Mr Harshvardhan Mishra, Director	8.10
Mr Yashvardhan Mishra, Director	4.55
Mr Manish Seksaria, Company Secretary	4.82

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

> Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Non-Executive Independent Directors
Mr Piyush Patel	NA
Mr M A Sharma	NA
Mr P R Kapadia	NA
Mrs Meeta Shingala	NA
Executive Directors and KMPs
Mr R K Mishra, Chairman and Managing Director	6.56
Mr S K Mishra, Director and CFO	6.49
Mr Harshvardhan MIshra	---
Mr Yashvardhan Mishra	3.09
Mr Manish Seksaria, Company Secretary

c. The percentage decrease in the median remuneration of employees in the financial year: 2.59 %

d. The number of permanent employees on the rolls of Company: 74

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- Average increase in the remuneration of all employees excluding KMPs: 5 %

- Average increase in the remuneration of KMPs: 6 %

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

g. The information required pursuant to Section 197 read with Rule 5 (2) and rule 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

a) Employed throughout the year- NIL

b) Employed for part ofthe year- NIL

31. AUDITORS:

A) Statutory Auditor:

M/s. S.M. Gupta & Co., Chartered Accountants, were appointed as Auditors of the Company for a period of five years from the conclusion of the Annual General Meeting held on 29th September, 2023.

There is no audit qualification, reservation or adverse remark for the year under review. The Company has subsequently paid off the statutory dues as mentioned by the Auditors in their Emphasis of Matters.

B) Cost Auditor:

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s V.J. Talati & Co., Cost Accountants, (Firm Registration Number R00213) as Cost Auditor to audit the cost records of the Company for the Financial Year 2024-25. As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

C) Secretarial Auditor:

The Board has re-appointed M/s Vikas R. Chomal & Associates, Practicing Company Secretaries, Mumbai to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is

annexed to this report as Annexure - I.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Particulars with respect to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the year ended 31st March, 2024 are annexed to this report.

33. SHARE CAPITAL:

(A) Buy Back of Securities:

The Company has not bought back any of its securities during the year.

(B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year.

(C) Bonus Shares:

No Bonus Shares were issued during the year.

(D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year.

34. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in the preparation of the annual accounts for the year ended on 31st March, 2024, and states that:

(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report is attached and forms a part of this Report.

36. CYBER SECURITY GOVERNANCE:

Cyber security governance includes a Board member overseeing the cybersecurity strategy and the executive management team, accountable for managing cybersecurity. The Senior Management track all the recent happenings related to cyber security risks on ongoing and periodical basis and solves the related issues.

37. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the contribution made by the executives, officers and workmen of the Company during the year. The Board also acknowledges with thanks the support, co-operation and assistance given by our bankers Axis Bank and Punjab National Bank.

ANNEXURE TO THE DIRECTORS REPORTJ Section 134(3)(m) of the Companies Act, 2013.

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information is given below:

(A) Conservation of energy

The Company is engaged in the process of energy conservation continuously through modification of processes, redesigning of machinery, improved operational and maintenance practices.

(i) The steps taken or impact on conservation of energy:

a) Optimisation of production facilities.

b) conversion of various drives to alternate current system.

c) Limiting the use of air-conditioning. Installation of Air Ventilators for proper ventilation with minimal energy consumption. Installation of LED lights in workshops & Precincts.

d) The Company tries to ensure minimal power consumption at its plant by constantly maintaining the power factor within the specified limits. The power factor is being constantly improved by installing necessary capacitors, thereby controlling energy losses.

(ii) The steps taken by the company for utilising alternate sources of energy:

The Company has taken various initiatives for utilizing alternate energy efficient sources. It is in the process of installing some percentage of solar energy systems in all its plants.

(iii) The capital investment on energy conservation equipments:

The efforts for conservation of energy are on an ongoing basis throughout the year. The measures taken have resulted in savings in the cost of production.

(B) Technology absorption

(i) Efforts in brief, made towards technology absorption:

Further modification of DC drives to AC drives in all major production facility/upgrading the same, and making them comparatively maintenance free and economical to operate. The Company is also redesigning and introducing certain machine to facilitate economy in production costs.

(ii) Benefits derived as a result of above efforts:

a) Reduced maintenance expenditure

b) Increased Production at lower cost per unit

c) Lower downtime

d) Simpler process and indigenous technology

e) Economical

f) Introduction of New Products

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) Technology imported:	NIL
(b) The year of import:	Not Applicable
(c) Whether the technology been fully absorbed:	Not Applicable

(iv) The expenditure incurred on Research and Development: NIL

(C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings - Rs. 489 Lakhs (Previous Year - Rs. 696 Lakhs) Foreign Exchange Outgo - Rs. 23 Lakhs (Previous Year - Rs. 22 Lakhs)

SECRETARIAL AUDIT REPORT :

Form No. MR-3

FOR THE FINANCIAL YEAR ENDED 31.03.2024 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

SUPERTEX INDUSTRIES LIMITED

Plot No 45/46, Piperia Industrial Estate, Phase-Ii,

Silvassa, Dadra & Nagar Haveli, India, 396230

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Supertex Industries Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Supertex Industries Limited for the financial year ended on 31^st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not Applicable to the Company during the Audit period as there were no Foreign Direct Investments, Overseas Direct Investments in the Company and no External Commercial Borrowings were made by the Company);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during Audit Period);

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during Audit Period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during Audit Period as the Company has not issued any Debt Instruments/Securities);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period as delisting of securities did not take place);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period as the Company has not bought back its Securities); and

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) and all other Acts as are generally applicable to the Company.

We have also examined compliance with the applicable clauses/regulations of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; (Except clause 4.1.1 of the Secretarial Standard - 2 with regards to presence of Chairman of Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee or their representative in the Annual General meeting were not complied.)

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Except the Listed Entity has late submitted to BSE Quarterly report on Investor Complaint for the quarter ended 31^st March, 2024.

¦ The Listed Entity has late submitted to BSE Quarterly report on shareholding pattern for the quarter ended 30^th June, 2023 & 31" March, 2024.

¦ the Listed Entity has late submitted to BSE yearly compliance certificate issued by practicing Company Secretary under Regulation 40(9) of SEBI (LODR) Reg., 2015 for the year ended 31^st March, 2024.)

(iii) The SEBI (Depositories and Participants) Regulations, 2018 (Except The Listed Entity has late submitted to BSE Quarterly Report on Reconciliation of Share Capital Audit report for the quarter ended 31^st March, 2024.)

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company as on 31^st March, 2024 comprised of:

1. Three Executive Director

2. Five Non-Executive Independent Director, including Women Independent Directors.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetings.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

The statutory registers were kept and maintained at the Registered office of the Company and were made available for physical inspection.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules, regulations and guidelines.

We further report that during the audit period the company has not made:

(i) Redemption / buy-back of securities

(ii) Merger / amalgamation / reconstruction, etc.

(iii) Foreign technical collaborations

(iii) Preferential/Private Placement or Rights issue of Shares.

WE FURTHER REPORT THAT with regards to maintaining of hundred percent holding of promoters in dematerialized format as per Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, out of 17,41,819 Shares held by the promoters 180 shares are still in physical form(till March, 2024).

WE FURTHER REPORT THAT the Listed Entity has not paid yet annual BSE listing fees.

WE FURTHER REPORT THAT the Listed Entity has not defaulted in payment of statutory dues of the employees except certain HO PFpayment which is unpaid Rs. 3.98 lakhs and of ESIC is unpaid Rs. 0.06 lakhs.

FOR VIKAS R CHOMAL AND ASSOCIATES VIKAS R CHOMAL

PRACTICING COMPANY SECRETARIES

FCS NO: 11623 Date: 27.08.2024

COP: 12133 Place: Thane, Maharashtra

ICSI Firm Peer Review Reg No: S2013MH216500 ICSI UDIN: F011623F001054258

This report is to be read with our letter of event date which is annexed as Annexure A and forms an integral part of this report.

Annexure A

To,

The Members,

SUPERTEX INDUSTRIES LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of Statutory and other records are the responsibility of the management of the company. Our responsibility is to express an opinion on these records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the correctness of the contents of the records. The verification was done on test basis to ensure that correct facts are reflected in records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of Accounts of the company. We have relied on the report of the statutory auditor in respect of the same as per the guidance of the Institute of Company Secretaries of India.

4. Where ever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. Company was following system of obtaining reports from various departments to ensure compliance with applicable laws and now is in the process of implementing electronic system for compliance management to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.