Hind Rectifiers Ltd. — Audit Report / Information 2022

May 27, 2022

HIND RECTIFIERS LIMITED Website : www.hirect.com

Address _ : Lake Road, Bhandup (W), Mumbai - 400078. Tel. : +91-22-25696789 Fax: +91—22-25964114 Email : corporate@hirect.com / markesting@hirect.com CIN : L28900MH1958PLC011077

Ref. No. HIRECT/SEC/2022-23/14 May 27, ²⁰²²

Dalal Street, Mumbai Bandra Kurla Complex,

BSE Limited National Stock Exchange of India Rotunda Building, Limited Phiroz Jeejeebhoy Towers, "Exchange Plaza" 5th Floor, C-1, Block 'G' 400 001 Maharashtra Bandra (East) Mumbai 400 051

Security Code No.: 504036 Symbol: HIRECT Type of Security: Equity

Sub: Annual Secretarial Compliance Report for the year ended March 31, 2022

Dear Sir/ Madam,

In terms of Clause 3(b)(iii) of the above referred SEBI circular read with Regu lation 24A(2) of SEBI Listing Regulations 2015, we are enclosing herewith the Annual Secretarial Compliance Report of the Company for the year ended March 31, 2022, issued by M/s. GMJ & Associates, Practicing Company Secretary.

Kindly take the same on record.

Thanking you,

Yours Faithfully,

yor \ yer

Encl: As above

Perfectly Engineered Power Conversion Systems

Mumbai - 400 069. Tel. No.: 6191 9293 Email : cs@gmj.co.in

SECRETARIAL COMPLIANCE REPORT OF HIND RECTIFIERS LIMITED FOR THE YEAR ENDED MARCH 31, 2022

To, HIND RECTIFIERS LIMITED Lake Road, Bhandup West, Mumbai - 400 078.

We GMJ & Associates, Company Secretaries have conducted the Secretarial Compliance Audit of the applicable SEBI Regulations and the circulars/ guidelines issued thereunder for the Financial Year ended March 31, 2022 of Hind Rectifiers Limited ("the listed entity"). The audit was conducted in a manner that provided us a reasonable basis for evaluating the statutory compliances and expressing our opinion thereon.

We have examined:

• (a) all the documents and records made available to us and explanation provided by the listed entity,
• (b) the filings/ submissions made by the listed entity to the stock exchanges,
• (c) website of the listed entity,
• (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31.03.2022 ("Review Period") in respect of compliance with the provisions of :

• (i.) The Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• (ii.) The Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

[Cont...2]

SONI 18:31:57 +05'30'

Mumbai - 400 069. Tel. No.: 6191 9293 Email : cs@gmj.co.in

seeQoee

• (iii.) The following Regulations prescribed under The Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the circulars/ guidelines issued thereunder, have been examined :
• a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the company during the Audit period);
• c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• d) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• e) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the company during the Audit period);
• f) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [Formerly known as Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014];
• g) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the Audit period);
• h) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; (Not applicable to the company during the Audit period)

Based on our examination and verification of the documents and records produced to us and according to the information and explanations given by the Company, we report that:-

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder.
• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

[Cont...3]

Digitally signed MAHESH by MAHESH KUMAR KUMAR SONI \* s Date: 2022.05.26 SONI 18:32:21 +05'30'

• (c) There are no actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder.
• (d) The Company was required to take action with regard to compliance with the observations made in previous reports as the same was applicable.

	— & Associates 22225 —se--—— — = a Company Secretaries		Azad Road, Andheri (East), Mumbai - 400 069. Tel. No.: 6191 9293 Email : cs@gmj.co.in	3rd & 4th Floor, Vaastu Darshan, 'B' Wing, Above Central Bank of India,
	Observations	wee Does (c) There are no actions taken against the listed entity/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder. (d) The Company was required to take action with regard to compliance with the observations made in previous reports as the same was applicable. of Observations made Actions		its promoters/ directors/ by Comments
Sr. No_ the	Practicing in Company Secretary in previous reports	secretarial the the compliance the for the year ended (The years are to be mentioned)	taken listed report if any	of the entity, Practicing Company Secretary on the taken actions by the listed entity
1.	The Company has_ The observation delayed the appointment of a Woman Independent Director on its Board w.e.f.1s April, 2020.	was made in the Annual Secretarial Report for the year of ended March 31, 2021.	The Company has complied with the Regulation 17(1) the SEBI (LODR) Regulations, appointing by a Woman Independent Director at its meeting held on June 26, 2020. The Company has replied to notices received from National Stock Exchange of India	Company has The complied with the Regulation 17(1) Jand has paid a fine of Rs.4,30,000/- on 2015 April 19, 2021.

[Cont...4]

'B' Wing, Above Central Bank of India, Azad Road, Andheri (East), Mumbai - 400 069. Tel. No.: 6191 9293 Email : cs@gmj.co.in

For GMJ & ASSOCIATES Company Secretaries

Digitally signed by MAHESH MAHESH KUMAR SONI KUMAR SONI 527052

[MAHESH SONI] PARTNER FCS: 3706 COP: 2324 UDIN: F003706D000394459

PLACE: MUMBAT DATE: MAY 26, 2022