Directors Report of Sandhar Technologies Ltd.

Mar 31, 2025

The Board of Directors take pleasure in presenting its 33^rd (Thirty Third) Annual Report on the business and operations of Sandhar
Technologies Limited ("the Company”) along with the Audited Financial Statements for the Financial Year ended the 31^st March,
2025.

FINANCIAL RESULTS

The summary of the standalone and consolidated financial results of the Company for the year ended 31^st March, 2025, is as follows:

Corresponding figures for the previous year have been	Standalone		Consolidated
regrouped / recast wherever necessary to correspond to current year / year Classification	Financial Year		Financial Year
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue and other Income	2,93,627.99	2,72,733.74	3,90,103.63	3,53,189.78
EBITDA as per financial statements	30,045.00	26,343.82	39,978.80	35,139.90
Less: Financial Expenses	(2,048.86)	(1,378.65)	(5,660.89)	(5,151.77)
Profit before Exceptional Items, Depreciation & Tax	27,996.14	24,965.17	34,317.91	29,988.13
Less: Depreciation	(9,686.19)	(8,977.19)	(17,060.12)	(15,362.07)
Profit Before Exceptional Items and Tax Provisions	18,309.95	15,987.98	17,257.79	14,626.06
Add: Share in profit of joint ventures	-	-	969.87	394.56
Add/ (Less): Exceptional items	304.33	(555.95)	231.70	-
Less: Tax Provisions	(4,651.57)	(4,206.91)	(4,295.12)	(3,994.52)
Net Profit After Tax Provisions	13,962.71	11,225.12	14,164.24	11,026.10
Add: Other Comprehensive Income/(Expense)	(115.07)	159.24	62.89	143.40
Total Comprehensive Income	13,847.64	11,384.36	14,227.13	11,169.50
Less: Profit attributable to Non-controlling interest	-	-	-	(48.34)
Less: Appropriations:	-	-	-	-
Dividend	(1,956.20)	(1,504.77)	(1,956.20)	(1,507.78)
Adjustment on account of acquisition of interest in subsidiary	-	-	-	0.62
Balance carried forward in Balance Sheet	11,891.44	9,879.59	12,270.93	9,614.00

Financial Highlights 5 Years - Consolidated																(fig. in ? Crs.)
			Total Income						i oni			EBITDA
			2,331		2,921					r	199 213 11		262		351 ¦	1	400 t
	1,874 1		1
2020-21 2021-22 2022-23 2023-24 2024-25											2020-21 2021-22 2022-23 2023-24 2024-25
					EBT				185				PAT
					100		150 ¦	?	1	r			74 1		no		142 f
	78 81 U''				1			1			58 53 I ¦ V					1
2020-21 2021-22 2022-23 2023-24 2024-25											2020-21 2021-22 2022-23				2023-24		2024-25

Financial Highlights T< 1,946 1,595 It	> 5 years - Standalom otal Income 2,93 2,727 2,410 ¦ II			6 1
2020-21 2021-22 2022-23 2023-24			2024-25
85 86 II	EBT 114	186 154 ¦ l		r
2020-21 2021-22 2022-23 2023-24 Earnings Per Share 18 - ¦			2024-25 24 J		r 5
III 2020-21 2021-22 2022-23		1		i

INDUSTRY UPDATES

India’s currently ranked as the 4^th largest automotive market
globally, its automotive sector is undergoing a transformation
shaped by evolving consumer preferences, technological
advancements, and sustainability goals, and contributes 7.1%
to the nation’s GDP. The rise of electric vehicles (EVs), coupled
with innovations in autonomous driving and connected
vehicles, is pushing Indian manufacturers to re-think their
strategies and invest heavily in research and development
(R&D).

The Indian automobile industry demonstrated strong and
resilient growth during the financial year 2024-25, with
domestic sales expanding by 7.3% and exports surging by
19.2%. This performance reflects robust consumer demand,
enhanced infrastructure investments, supportive government
policies, and continued emphasis on sustainable mobility.
Sound economic policies and overall positive market
sentiments helped the industry in maintaining the growth
momentum.

	163 171 II		EBITDA 217	1 263 ¦	300 1	1
			1
	2020-21	2021-22 2022-23 2023-24			2024-:	25
	65 1 2020-21		PAT 84	112	140 m	r 25
		61 J- 2021-22	JL 2022-23	il

In FY 2024-25, automobile industry showed a broadly positive
performance. Passenger Vehicles (PV) achieved record
sales of 4.3 million units, with a growth of 2% year-on-year,
with Utility Vehicles (UVs) contributing 65% of total PV sales.
Growth was supported by new feature-rich models, consumer
demand, and promotional offers. PV exports hit a record 0.77
million units, growing 14.6%, driven by demand in Latin America
and Africa. Two-Wheelers grew by 9.1% with the sale of 19.6
million units, led by scooters segment and rising rural demand,
with EVs crossing a 6% share. Exports rose 21.4% to 4.2 million
units. Three-Wheelers also reached a new peak with 7.4 lakh
units sold (up 6.7%), supported by strong passenger demand
and e-mobility adoption; exports grew 2.3% to 3.1 lakh units.
Commercial Vehicles(CV) declined slightly by 1.2%. While truck
sales dipped, higher GVW adoption and infrastructure growth
supported freight movement and bus sales. CV exports grew
strongly by 23% to 0.81 lakh units.

In FY 2025-26, the automobile industry is expected to sustain
its growth momentum, supported by stable macroeconomic
conditions, continued infrastructure spending, and proactive
government policies. A normal monsoon forecast is likely
to boost rural demand, while personal income tax reforms
and recent RBI rate cuts are set to enhance vehicle financing
accessibility. Export demand remains strong, particularly
in Africa and neighboring countries, where ''Made in India’
vehicles continue to gain traction. The industry will remain
vigilant of evolving global geopolitical developments and
macroeconomic trends that may influence demand and supply
chain dynamics.

OPERATING RESULTS & BUSINESS PERFORMANCE

On Consolidated basis, the Company recorded an increase
in revenue from operations by 10%. The Revenue from
Operations increased to INR 3,88,450.22 Lacs during the FY
2024-2025 compared to INR 3,52,110.79 Lacs of the previous
year. The underlying EBITDA margin for FY 2024-2025 stood
at 10.29%, as against 9.98% in FY 2023-2024. The Company

earned a Profit Before Tax (PBT) of INR 18,459.36 Lacs during
the FY 2024-2025 compared to INR 15,020.62 Lacs during
the previous year registering an increase of 22.89%. The Profit
After Tax (PAT) increased by 28.46% to INR 14,164.24 Lacs in
the FY 2024-2025 as compared to INR 11,026.10 Lacs in the
previous financial year.

On Standalone basis, the Operating revenue of the Company
recorded an increase of 7.27% during FY 2024-2025 over
previous year. The Revenue from Operations increased to INR
2,91,303.56 Lacs during the FY 2024-2025 compared to INR
2,71,566.55 Lacs during the previous year. The Profit Before
Tax (PBT) increased by 20.62% to INR 18,614.28 Lacs in the FY
2024-2025 compared to INR 15,432.03 Lacs in the previous
year. The Profit After Tax (PAT) increased to INR 13,962.71 Lacs
in the FY 2024-2025 compared to INR 11,225.12 Lacs during the
previous financial year.

MAJOR HIGHLIGHTS

I. The Company has established a new manufacturing facility
under the name and style "Sandhar Technologies Limited
(TN) - Unit-IV” at 112, Singadivakkam Village, Walajabad
Panchayat Union, Kancheepuram Taluk & District, for
Aluminium Die Casting Business by relocating from the
existing common shared premises at Plot No. B-2, SIPCOT
Industrial Growth Centre, Oragadam, Sriperumbudur
Taluk, Kanchipuram District.

II. The Board, at its meeting held on 11^th November, 2024,
approved the Sale/ transfer of Plant and Machinery either
on full ownership basis or lease basis or combination of
both;

a) From Sandhar Technologies Limited (HR) - Unit-
III,(Sheet-Metal Business) located at Village & P O
Khandsa, Behrampur Road, Gurgaon - 122001 to
Sandhar Engineering Private Limited (wholly owned
subsidiary of the Company).The transaction was
completed on 01^st July, 2025.

b) From Sandhar Technologies Limited (TN) - Unit-
II (Assembly/ Automach Business), located at
Plot No.B-2, SIPCOT Industrial Growth Centre,
Oragadam, Sriperumpudur (Tk), Kanchipuram (Dt) to
Sandhar Engineering Private Limited (wholly owned
subsidiary of the Company).

III. The Board, at its meeting held on 17^th March, 2025,
approved the slump sale of the following units/
undertaking;

a) From Sandhar Technologies Limited (Haryana) - Unit-
IV (Zinc Die Casting), located at Plot Nos. 24 & 25,
Sector 3, IMT Manesar, Gurgaon-122052, to Sandhar
Ascast Private Limited (wholly owned subsidiary of
the Company). The transaction was completed on 01^st
June, 2025.

b) From Sandhar Technologies Limited (Karnataka) -
Unit-II (Zinc Die Casting), located at Plot No. 7A, KIADB
Industrial Area, Attibele, Anekal Taluk, Bangalore
District, Karnataka-562107, to Sandhar Ascast Private
Limited (wholly owned subsidiary of the Company).

IV. The Finance and Strategy Committee in its meeting held
on 26^th March, 2025 approved the sale of the Company’s
entire stake in its joint venture namely, Jinyoung Sandhar
Mechatronics Private Limited ("JSM”). Subsequently,
on 27^th March, 2025, the Company entered into a Share
Purchase Agreement with Jinyoung Electro-Mechanics

Co. Ltd. (Business Registration Number: 608-81-26822),
South Korea having its address at 31 Nongongdanji-
ro, Jinbuk-myun, Masanhabpo-gu, Changwon-si,
Gyungsangnam-do for sale of entire stake in JSM. This
strategic divestment aligns with the Company’s objective
to streamline operations, optimise resource allocation,
enhance operational efficiency, and strengthen its focus
on core business areas to drive sustainable long-term
growth.

V. The Finance and Strategy Committee, in its meeting held
on 18^th June, 2025, approved the sale of the Company’s
entire stake in its joint venture namely, Kwangsung Sandhar
Technologies Private Limited (KSTPL), along with its stake
in the subsidiary, Kwangsung Sandhar Automotive System
Private Limited (KSASPL). Subsequently, on 19^th June, 2025,
the Company entered into a Share Purchase Agreement
with Kwangsung Corporation Ltd. (JV Partner) a joint stock
company incorporated and existing under the Laws of
Korea, having its registered office at 212-14, Neungan-
gil, Songsan-myeon, Dangjin-si, Chungcheongnam-do,
Korea for the sale of entire stake in the KSTPL and KSASPL.
This strategic divestment is in line with the Company’s
objective to streamline operations, optimise resource
allocation, enhance operational efficiency, and strengthen
its focus on core business areas to drive sustainable, long¬
term growth.

STATE OF COMPANY''S AFFAIRS

A comprehensive analysis of the state of affairs of the
Company has been addressed within the Management
Discussion and Analysis (MDA) section. The MDA for the relevant
year, as mandated by Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations”), is annexed as “Annexure-A” forming
part of the Annual Report.

Further, during the year under review, there was no change in
the nature of business of the Company

AMOUNT TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount
of profit for FY 2024-25 appearing in the Statement of profit
and loss.

DIVIDEND

The Board of Directors (''the Board’) at their meeting held on
22^nd May, 2025, recommended a final dividend amounting to
INR 3.50/- (Indian Rupees Three and Fifty Paisa only) per Equity
Share of face value INR 10/- (Indian Rupees Ten only) each fully
paid -up i.e., (35%) for the financial year ended 31^st March,
2025.

The Board’s recommendation is in accordance with the
parameters set out in the Company’s Dividend Distribution
Policy and compares to the dividend of INR. 3.25/- (Indian
Rupees Three and Twenty-five Paisa only) per fully paid equity
share declared for the previous financial year.

Subject to the approval of the Members in the forthcoming
Annual General Meeting, the dividend will be paid to those
members whose names appear in the Register of Members
(including Beneficial Owners) of the Company as of the close
of business hours on 12^th September, 2025.

The proposed dividend entails a total cash outflow of INR 21.07
crores (Indian Rupees Twenty-One Crores and Seven Lakhs
only), representing a payout ratio of 15.09% for the financial

year ended 31^st March, 2025.

Pursuant to the Finance Act, 2020, dividend income is taxable
in the hands of the Members with effect from 1^st April, 2020.
Accordingly, the Company is required to deduct tax at source
on dividend payments, at applicable rates, in accordance with
the provisions of the Income Tax Act, 1961.

RECORD DATE

The Company has fixed Friday, 12^th September, 2025 as the
"Record Date” for determining the entitlement of Members to
receive the dividend for the financial year ended 31^st March,
2025.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''SEBI Listing Regulations’),
the Board had formulated a Dividend Distribution Policy (''the
Policy’). The Policy is available on the Company’s website URL
at: https://sandhargroup.com/uploads/Investor/dividend-

distribution-policy_new.pdf

SHARE CAPITAL

The Authorised Share Capital of the Company is INR. 7000.00
Lacs divided into 680.00 Lacs Equity Shares of INR. 10/- (Indian
Rupees Ten only) each and 2.00 Lacs Preference Shares of INR.
100/- (Indian Rupees Hundred only) each.

The Paid up Share Capital of the Company is INR. 6019.07
Lacs divided into 601.91 Lacs Equity Shares of INR. 10/- (Indian
Rupees Ten only) each.

During the year, there were no instances of public issues, rights
issues, bonus issues, or preferential issues. The company did
not issue shares with differential voting rights, sweat equity
shares, nor did it grant any stock options.

Further, the Company has not bought back any of its securities
during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its
subsidiaries and Joint Venture Companies, for the Financial
Year 2024-25, have been prepared in compliance with the
applicable provisions of the Companies Act, 2013 (''the Act’),
Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''the Listing Regulations’) as
well as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards)
Rules, 2015 (''the Rules’).

Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the Financial Statement of the
subsidiaries and Joint Venture Companies is attached to the
Financial Statement in Form AOC-1 as “Annexure-B”.

Further, pursuant to the provisions of Section 136 and other
applicable provisions of the Companies Act, 2013, the Audited
Financial Statements of the Company, along with the separate
Financial Statements of each of the Subsidiary Companies, is
available on the Company’s website at https://sandhargroup.
com/.

SUBSIDIARIES AND JOINT VENTURES

The Sandhar Group entities continue to play a pivotal role in

driving the overall revenue growth and performance of your

Company. During the year under review, no new Subsidiary or

Joint Venture Company has been incorporated.

The Group comprises of following Subsidiaries and Joint

Ventures:

Subsidiaries:

i. Sandhar Technologies Barcelona S.L (overseas Subsidiary)

ii. Sandhar Engineering Private Limited

iii. Sandhar Ascast Private Limited (Formerly known as
Sandhar Tooling Private Limited)

iv. Sandhar Auto Castings Private Limited

v. Sandhar Automotive Systems Private Limited

vi. Sandhar Auto Electric Solutions Private Limited

Step down subsidiaries: overseas

i. Sandhar Technologies de Mexico, SR de L de CV¹

ii. Sandhar Technologies, Poland, Sp. Zoo¹

iii. Sandhar Technologies Ro SRL (Romania)¹

Joint Ventures:

i. Sandhar Han Sung Technologies Private Limited

ii. Jinyoung Sandhar Mechatronics Private Limited²

iii. Sandhar Amkin Industries Private Limited³

iv. Kwangsung Sandhar Technologies Private Limited⁴

v. Kwangsung Sandhar Automotive Systems Private Limited
(Subsidiary of Kwangsung Sandhar Technologies Private
Limited)⁴

vi. Sandhar Whetron Electronics Private Limited

vii. Winnercom Sandhar Technologies Private Limited

viii. Sandhar Han Shin Auto Technologies Private Limited

Notes:

1. Sandhar Technologies, Poland, SP. Zoo, Sandhar
Technologies de Mexico SR de L de CV and Sandhar
Technologies Ro SRL (Romania) are the subsidiaries of
Sandhar Technologies Barcelona S.L.

2. The Finance and Strategy Committee, at its meeting held
on 26^th March, 2025, approved the sale of entire stake in
the Joint Venture namely, Jinyoung Sandhar Mechatronics
Private Limited ("JSM”) to Jinyoung Electro-Mechanics Co.
Ltd., South Korea. The transaction was concluded on 15^th
April, 2025, and JSM ceased to be a joint venture of the
Company.

3. Sandhar Amkin Industries Private Limited is treated as
Joint Venture Company for the purpose of preparation of
financial statements as required under Ind-AS. However,
the shareholding of Sandhar Technologies Limited in this
Company exceeds 50% therefore, as per the provisions
of Companies Act, 2013 it is treated as Subsidiary.

4. The Finance and Strategy Committee, at its meeting
on 18^th June, 2025, approved the sale of entire stake in
Kwangsung Sandhar Technologies Private Limited (KSTPL)
and its subsidiary, Kwangsung Sandhar Automotive System
Private Limited (KSASPL) to Kwangsung Corporation Ltd.
South Korea. The transaction was completed on 24^th June,
2025, and KSTPL and KSASPL ceased to be the Joint
venture(s) of the Company.

5. During the year under review:

i. Sandhar Ascast Private Limited (formerly known
as Sandhar Tooling Private Limited) submitted an
application to the Registrar of Companies ("RoC”),
NCT of Delhi and Haryana for the amendment of its
Object Clause, with the aim of undertaking strategic
initiatives, expanding its operations, and capitalizing
on emerging business opportunities. In accordance
with Section 13(1) of the Companies Act, 2013, the
amendment to the main object clause was duly
approved by the RoC through its order dated 25^th
November, 2024.

ii. Sandhar Ascast Private Limited (formerly known
as Sandhar Tooling Private Limited), in alignment
with its renewed business focus, submitted an
application to the Registrar of Companies, NCT of
Delhi and Haryana for the change of its name from
Sandhar Tooling Private Limited to Sandhar Ascast
Private Limited. Pursuant to the application, the RoC
approved the name change, and a fresh Certificate of
Incorporation reflecting the new name was issued on
20^th December, 2024.

iii. Sandhar Engineering Private Limited, a wholly-owned
Subsidiary, executed a 99-year lease deed with
Gujarat Industrial Development Corporation (GIDC)
for Plot No. 101/1 2/A at Halol-2 & Halol (Masawad)
Industrial Estate, Taluka Halol, District Panchmahal,
Gujarat. A license agreement for the premises
was signed on 06^th October, 2022. The company
has initiated the process of the construction of a
new plant on the allotted land as part of its future
expansion plans.

iv. Sandhar Auto Electric Solutions Private Limited,
a wholly-owned subsidiary, has successfully
commissioned its advanced manufacturing facility
in Behrampur, Haryana. This strategic expansion
supports the Company’s growth plans and meets the
rising demand in the EV sector. The facility produces
Motor Controllers, Battery Chargers with commercial
invoicing/dispatches underway, and DC-DC
Converters for 2- and 3-wheeler EVs.

v. The Board of Directors of Sandhar Engineering Private
Limited ("SEPL”), a wholly-owned subsidiary, has
approved the consolidation of Assembly/Automach
and Sheet Metal operations, subject to approvals
from relevant customers and authorities.

vi. Sandhar Ascast Private Limited ("SAPL”), a
wholly-owned subsidiary, has acquired the
high-pressure die casting (HPDC) and low-pressure
die casting (LPDC) business of Sundaram-Clayton
Limited of its Hosur plant through a slump sale. The
transaction was completed on 31^st March,2025.

The total consideration of INR 163 crores (Indian
Rupees One Hundred Sixty-Three Crores only) was
paid for the aforesaid transaction, with the final
payment made on 11^th April, 2025.

This strategic acquisition is designed to expand
SAPL’s operations, strengthen its market presence,
and bolster long-term growth in the aluminium
die-casting sector. It also represents Sandhar
Group’s entry into the LPDC market—adding a new
dimension to its portfolio and positioning it to emerge
as a key player in this segment.

Furthermore, SAPL commenced commercial
operations and initiated invoicing with effect from 1^st
April, 2025.

There has been no material change in the nature of the business
of the Company’s subsidiaries.

A Report on the performance and financial position of each of
the subsidiary and Joint Venture Companies included in the
Consolidated Financial Statements and their contribution to
the overall performance of the Company is provided in Form
AOC-1 and Management Discussion and Analysis Report
forming part of this annual report.

The Policy for determining material subsidiaries as approved
by the Board is uploaded on the Company’s website and can
be accessed in the Corporate Governance section at the
Web-link: https://sandhargroup.com/investors/corporate-

governance

CAPEX AND LIQUIDITY

During the financial year, the Company invested INR 17,610.50
lakhs in capital expenditures and investment in subsidiaries.
Despite this significant expenditure, the Company managed
to maintain a stable gross debt level throughout the year. This
amount comprises INR 3,600 lakhs invested in equity shares
of wholly owned subsidiaries and INR 14,010.50 lakhs spent on
the acquisition of property, plant and equipment, capital work-
in-progress, and other intangible assets.

At the consolidated level, cash and cash equivalents stood
at INR 8,109.18 Lacs as of 31^st March, 2025, compared to INR
3,314.42 Lacs in the previous fiscal year, reflecting a strong
liquidity position.

DEPOSITS

The Company has not accepted any deposits from the public
during the year under review and as such, no amount of principal
or interest on deposits from the public was outstanding as on
the date of the balance sheet. Further, the company had not
accepted any deposits during the previous financial year.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

In Compliance with the provisions of the Act and Listing
Regulations, the Company extends the financial assistance in
the form of investment, loan, and guarantee, etc., in order to
meet their business requirements.

The details of loans given, Guarantees provided and Investment
made by the Company pursuant to provision of Section 186 of
the Companies Act, 2013 read with the Companies (Meetings
of Board and its Powers) Rules, 2014 have been disclosed
in the Standalone Financial Statements and forming part of
the Annual Report. Please refer to the Note no. 6A, B, F of the
Standalone Financial Statements.

RELATED PARTY TRANSACTION

The Company has a well-defined and structured governance
process for the related party transaction(s) undertaken by the
Company. All the Contracts or arrangements entered into by
the Company with its related parties during the financial year
were in the ordinary course of business and on arm’s length
basis in accordance with the provision of the Companies Act,
2013 and the SEBI Listing Regulations. Only a few transactions
were of non-recurring nature which were undertaken with the
prior approval from the Audit Committee and the Board of
Directors and were executed at arm’s length price.

Further, during the year under review, the Company had
not entered into any contract/ arrangement/ transaction
with related parties which could be considered material in
accordance with the policy of the Company on materiality of
related party transactions.

Prior omnibus approval of the Audit Committee was obtained
for the transactions, which were of a foreseen and repetitive
nature. All related party transactions approved by the Audit
Committee were periodically reported to the Audit Committee.
Additionally, all related party transactions were carried out in
accordance with the Policy for determination of materiality
of and dealing with related party transactions, formulated
by the Company. None of the Contracts, Arrangements and
transactions with related parties required approval of the
Shareholders under Section 188(1) of the Act and 23(4) of SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015.

Accordingly, the disclosure of Related Party Transactions as
required under Section 134 (3) (h) of the Act in Form AOC-2 is
not applicable for the Financial Year 2024-25 and hence does
not form part of the report.

The Company’s Policy on dealing with materiality of Related
Party Transactions is available on the website of the Company
at https://sandhargroup.com/uploads/Investor/policy-for-
determination-of-materiality-of-and-dealing-with-related-
party-transactions.pdf

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed in the
notes to the standalone/consolidated financial statements
forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE
FINANCIAL POSITION

There have been no significant or material changes affecting
the financial position of the Company, after the conclusion of
the Financial Year 2024-2025 until the date of this report.

IN-HOUSE R&D DIVISION

The Sandhar Centre for Innovation & Development (SCID),
the dedicated R&D division of Sandhar Technologies Limited,
recognized by the Department of Scientific and Industrial
Research (DSIR) since 2012, continues to drive product
innovation and technological advancement. Focused on
delivering cutting-edge solutions for the automotive and
related sectors, SCID collaborates closely with internal
stakeholders to enhance the Company’s value proposition.
With a vision to become a Centre of Excellence in automotive
engineering, SCID has filed 29 Patents to date, out of which 24
Patents have been granted by the Indian Patent Office. Backed
by a highly qualified team and state-of-the-art facilities in both
mechanical and electronics domains, SCID plays a pivotal
role in developing, testing, and validating next-generation
products for our customers.

INFORMATION TECHNOLOGY

The Company continues to take full advantage of Information
Technology, leveraging it as a source of competitive
advantage. Since its initial years, enterprise-wide Oracle
ERP platform forms the backbone of IT, encompasses all
core business processes in the Company and provides a
comprehensive data warehouse with analytics capability that
helps in better and speedier decisions.

Oracle Cloud ERP covers all core business processes,
including an end-to-end solution for digital expense

management, giving employees easy data entry options and
financial managers detailed spend information and policy-
driven control. ERP’s quarterly updates offer numerous
business benefits, including rapid innovation, reduced
downtime, enhanced security, and latest technology.

IT Infrastructure ensures seamless support through enterprise-
class network, server, and data security solutions. Measures
like redundant internet links, virtualization, centralized access
control, regular backups, and 24x7 monitoring help deliver
high availability and operational continuity. These initiatives
complement the digital transformation efforts and fortify the
company’s technological foundation.

Multiple new initiatives have been taken to ensure that the
investments in creation, maintenance and upgradation of
IT Infrastructure is kept at an optimal level and relevant new
technologies are adopted to facilitate risk mitigation, ensuring
business continuity, achieve scalability in operations and
ensuring that data security and privacy are not compromised.
The Company is determined & steadily progressing towards
Industry 4.0 adoption for increased productivity and
efficiency, Higher quality and output, Improved safety,
Improved collaboration, and Operational cost reductions.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Sandhar’s dedication to Corporate Social Responsibility (CSR)
has remained steadfast since its inception. The Company’s
purpose, "Growth. Motivation. Better Life”, serves as a guiding
light. This philosophy is reflected in various areas, including
the promotion of gender equality, women’s empowerment,
support for education, and community development, all
guided by a commitment to "triple bottom line accountability”.

With this ethos, your Company is committed to serving society
through various social initiatives/programmes aimed at
creating a positive social impact. Over the period of time, it has
strategically engaged in numerous social initiatives and started
several community-centric projects. These CSR initiatives are
primarily implemented through the Sandhar Foundation, which
serves as the CSR and philanthropic arm of the Sandhar Group.

In addition, the Company collaborates with various
other implementing agencies and undertakes initiatives
independently as well. Furthermore, Sandhar integrates its
business operations and objectives to create a more profound
impact on sustainable societal development.

In compliance with Section 135 of the Act, the Company has
formed a CSR Committee. Details regarding the composition
of the CSR Committee are outlined in the CSR Annual Report
and Corporate Governance Report, both forming the part of
this Report.

The Company’s CSR policy provides comprehensive guidelines
for conducting CSR activities, which are accessible on the
company’s website at https://sandhargroup.com/uploads/
Investor/csr-policy_08022023new.pdf

Some of the key CSR initiatives during the year under review
include the following:

Sandhar is actively contributing to social development through
dedicated Corporate Social Responsibility (CSR) activities
addressing key areas such as quality education, healthcare
access, women empowerment & livelihood generation.
By implementing community-based programs. Sandhar
is working towards bridging socio-economic gaps and
promoting inclusive growth for the community.

Quality Education

1. Sandhar Centre for Learning

The Sandhar Foundation, in collaboration with KHUSHI
NGO, is committed to fostering accessible and
quality education for children from the Sangam Vihar
community. Through the Sandhar Centres for Learning
- ''Swatantra Shikshaantra’, we focus on improving
academic performance, nurturing holistic development,
and integrating innovative teaching methods to create
meaningful learning experiences.

Key Achievements & Impact:

• Academic Support:

Remedial education was provided to over 900
students (Grades I to X) in core subjects, including
English, Hindi, Mathematics, Science, and Computers,
strengthening foundational learning and academic
performance.

• Impact of Remedial Classes:

A comparative pre- and post-assessment was
conducted with students enrolled in Sandhar Centre
for Learning and only government schools. The
results highlighted a significant learning gain of 31.6%
among SCL students, compared to 9.6% among only
government school students, demonstrating the
strong effectiveness of the program in improving
academic outcomes.

• Innovative Learning Resources:

Providing Teaching and Learning Materials (TLMs) to
students designed to be practical and interactive,
enhancing engagement and comprehension.

• Teachers’ Capacity Building:

A total of 18 expert-led sessions were conducted
with 10 teachers, focusing on practical aspects
of classroom instruction, curriculum design, and
value-based education. Sessions were delivered
by experienced professionals, including the DIET
Principals and Mr. S. Raghunathan, Former Chief
Secretary - Govt. of NCT Delhi, enriching teaching
methodologies and equipping educators with
effective strategies for student engagement.

• Technology Integration:

Students are actively engaged through digital
classrooms and hands-on training in basic computer
operations, promoting digital literacy from a young
age.

• Student Attendance & Retention:

Achieved an average attendance of over 85%
and successfully reduced dropout rates to 1%,
highlighting increased student interest and program
effectiveness.

• Mental Health & Well-being - ‘Mano Shakti’
Program:

A comprehensive mental health initiative covering
900 students. 185 sessions conducted focusing
on cognitive development, personality building,

and cultivating a positive mind-set. 40 group
counselling sessions were held with 700 students
and 65 one-on-one sessions conducted to address
individual concerns and emotional needs.

• Parental Engagement:

Regular parental engagement sessions conducted
to encourage the creation of a supportive learning
environment at home. 85% of parents participated in
the engagement sessions.

• Health & Hygiene Awareness (WASH):

Conducted sessions promoting proper hygiene and
cleanliness, fostering healthy habits among students.

• Menstrual Health Education:

Awareness sessions conducted for over 1,000- girls,
boys, and mothers from both the Learning Centre and
the community. These sessions focused on menstrual
hygiene, breaking taboos, and fostering open
discussion to promote safe practices and health
education.

• Skill Enhancement Summer Workshop:

A Skill Development Camp was hosted at the Sandhar
Corporate Office, where students were exposed to
real-time corporate functions and plant operations.
The workshop offered career readiness, industry
insights, and hands-on learning opportunities.

• Cultural & Awareness Events:

Students participated in a variety of special occasions
including World Environment Day, Yoga Day, and
Independence Day, fostering awareness, creativity,
and cultural connection.

• Summer Camp for Creativity & Holistic Learning:

A Summer Camp for 750 students was organized
featuring sessions on storytelling, yoga, painting, and
creative learning activities, promoting cognitive and
emotional development through joyful education.

2. Sandhar Ki Beti

"Sandhar Ki Beti” is a flagship initiative by Sandhar aimed
at empowering young girls through access to quality
education. Under this program, Sandhar sponsors the
education of one girl student from each class, ranging
from Nursery to Class XII, at Springdales School, Dhaula
Kuan, New Delhi.

The initiative began with the support of 12 girl students
in 2013, and in the academic year 2024-25, the program
was expanded to benefit 24 students, thereby doubling
its reach and deepening its impact. Demonstrating the
success of this initiative, more than 15 sponsored students
achieved First Division in their academic performance,
reflecting both their potential and the value of continued
educational support.

3. Adopt a Gran

Sandhar in collaboration with Springdales Schools, has
launched "Adopt a Gran” initiative to extend dignity, care,
and support to elderly from economically disadvantaged
backgrounds.The initiative not only addresses the physical
and emotional well-being of the elderly but also reaffirms

Sandhar’s commitment to building compassionate,
inclusive communities where no one is left behind. The
program currently supports 32 elderly "Grans” from the
Dasghara and Todapur Basti communities.

Under this initiative, each adopted Gran receives:

• Monthly grocery kits to ensure food security and
nutritional support throughout the year.

• Regular health check-ups, providing preventive care
and early detection of health issues.

• Motivational sessions and emotional engagement
activities, aimed at improving mental well-being and
reducing feelings of isolation.

• Basic literacy support, empowering the Grans to
engage more confidently in daily life and personal
communication.

Skill Development

1. Swabhimaan Vocational Training Program

Sandhar is deeply committed to empowering girls and
women by equipping them with livelihood-oriented skills,
enabling financial independence and promoting gender
equality. Through the Swabhimaan Vocational Training
Program, the foundation continues to create meaningful
change in the lives of women from our adopted
community, Shriram JJ Cluster.

In 2024-25-

• 73 women received hands-on training in three key
vocational areas: Stitching & Tailoring, Beauty Culture,
and Basic Computer Literacy.

• As a direct result of the program, 11 women have
become self-employed and are now earning a
sustainable income.

• A ''Legal Sakhi’ awareness session was conducted for
22 women, focusing on their legal and financial rights,
building confidence and knowledge of personal
empowerment tools.

• A Cyber Security Awareness Session was organized
to educate women on safe usage of social media and
digital platforms.

• Women trained under the Stitching & Tailoring course
showcased their entrepreneurial spirit by setting
up a Swabhimaan stall at a community fair held at
Springdales School, Dhaula Kuan.

• Additionally, a Cancer Detection Camp was

conducted for Swabhimaan beneficiaries,

emphasizing preventive healthcare and regular

screenings.

Health & Hygiene Support in Community

1. Sandhar Healthcare Centre

The Sandhar Foundation is committed to making quality
healthcare accessible and affordable for all, especially
those in semi-urban and rural communities. The Sandhar
Healthcare Centre, is addressing the critical gaps in the
healthcare system by reaching out to the marginalized
populations, including local residents and migrant workers
and ensuring quality healthcare services to all.

Key highlights of the Centre include:

• Delivery of essential primary healthcare services such
as OPD consultations, blood pressure and blood
sugar monitoring, and general health check-ups at a
minimal token cost.

• Over 18,000 patients benefited from healthcare
services in FY’25, reflecting the Centre’s impact on
community well-being.

• Focused women’s healthcare through regular
gynecology consultations, ensuring timely support
for female-specific health issues and promoting
menstrual hygiene awareness and awareness on
maternal & child care.

• More than 1,700 women have availed gynecology
services, strengthening the focus on women’s health
in the region.

Employee Engagement

1. Donation Drive - Spreading Joy and Kindness

Celebrating the true spirit of Christmas, employees at the
Sandhar Corporate Office came together to participate
in a heartfelt donation drive for the residents of a shelter
home run by the Earth Saviour Foundation, which supports
individuals who are homeless and abandoned by their
families.

As part of this initiative, employees generously contributed
groceries, clothing, and daily essentials, bringing comfort
and warmth to those in need and reaffirming Sandhars’
commitment to compassion and community service.

The CSR Policy lays emphasis on transparent monitoring
mechanism for ensuring implementation of the projects
undertaken/ proposed to be undertaken by the Company
in accordance with the overall objective of the CSR policy.

The annual report on CSR activities is attached as
“Annexure-C” to the Director Report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and
Outgo by the Company pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed as “Annexure-D”.

CORPORATE GOVERNANCE

Sandhar’s Corporate Governance philosophy is rooted in
strong business ethics, fairness, and trust in all its stakeholder
interactions.

The Company conducts its affairs with fairness and
transparency, recognizing the importance of earning
and maintaining the trust of its stakeholders. Corporate
Governance is regarded as fundamental to nurturing a forward¬
thinking organization capable of delivering sustainable growth.

In its engagements with external stakeholders, the Company
prioritizes transparency, ensuring the timely sharing of
information. Leadership sets the tone through their actions,
ensuring the organization remains aligned with its culture and
values in both principle and practice.

The Company has complied with the Corporate Governance
requirements as specified in the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013, a report on the same as stipulated
in Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is
enclosed as “Annexure-E” to the Board’s Report.

The Certificate issued by M/s. K.K. Sachdeva & Associates,
Practicing Company Secretaries, confirming the Compliance
with conditions of Corporate Governance as stipulated in
Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is
enclosed as "Annexure-F” to the Board’s Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The contribution of the Board of Directors is vital in providing
effective leadership, strategic direction, policy formulation,
monitoring and supervision, and ensuring accountability to
shareholders & other stakeholders. Their role is essential in
driving sustainable performance and upholding the highest
standards of corporate governance.

The Board of your Company comprises an optimal mix of
Executive and Non-Executive Directors, reflecting a balanced
approach to leadership. The composition also acknowledges
the importance of gender diversity, in line with best practices
and regulatory expectations.

As of 31^st March, 2025, the composition of the Board and Key
Managerial Personnel is as follows:

Category of the Director(s)/ KMP	Name of the Director(s)
Executive Director	Shri Jayant Davar (Chairman, Managing Director, and Chief Executive Officer)
Non-Executive Independent Directors	Smt. Archana Capoor Shri Vikrampati Singhania Shri Vimal Mahendru Shri Bharat Anand Shri Arjun Sharma Smt. Aabha Bakaya
Non-Executive & Non Independent Directors	Shri Sandeep Dinodia Smt. Monica Davar Shri Neel Jay Davar
Key Managerial Personnel (KMP)	Shri Yashpal Jain (Chief Financial Officer and Company Secretary)
Deputy Company Secretary & Compliance Officer	Shri Gulshan Ahuja
Business Heads Designated as Key Managerial Personnel’s	Shri Gurvinder Jeet Singh (Sr. Advisor & COO- Proprietary Business) Shri S Venkataraman (COO- Cabins & Fabrication Business) Shri Ajay Kumar Raghav (COO- Castings, Machining & Tooling Business) Shri Niraj Hans (COO- Sheet Metal & Allied Business)

Demise of Shri. Dharmendar Nath Davar, Chairman Emeritus
and the Promoter of the Company

Shri. Dharmendar Nath Davar, Chairman Emeritus and
Promoter of Sandhar Technologies Limited passed away on
29^th December, 2024. His visionary leadership and invaluable
contributions over the years played a pivotal role in shaping the
company’s legacy.

He will remain a source of inspiration for all within the Sandhar
Group.

i. Shri Dharmendar Nath Davar (DIN:00002008) resigned
from the position of Chairman and Director of the
Company with effect from 23^rd May, 2024. In appreciation
of his exceptional leadership, vision, foresight, and
commitment throughout his tenure, the Board had
honoured him with the distinguished title "Chairman
Emeritus,” recognizing his invaluable guidance, strategic
direction and stewardship.

ii. The Board further appointed Shri Jayant Davar (DIN:
00100801) as the Chairman, Managing Director, and
Chief Executive Officer of the Company with effect from
23^rd May, 2024.

iii. Shri Arvind Kapur, Non-Executive Independent Director
of the Company, completed his second and final term as
Independent Director on 3^rd July, 2024, and ceased to hold
the position of Director from that date.

iv. The Board, on the recommendation of the Nomination
and Remuneration Committee and in accordance with
the provisions of the Companies Act and SEBI Listing
Regulations, appointed Smt. Aabha Bakaya (DIN:
05131734) as an Additional Director and designated her as
a Non-Executive Independent Director of the Company
for a period of five years with effect from 8^th August, 2024,
subject to the approval of the members. The appointment
was subsequently confirmed by the members at the
32^nd Annual General Meeting of the Company held on
24^th September, 2024.

v. Shri Vimal Mahendru (DIN: 00006016) was re-appointed
as a Non-Executive Independent Director on the Board
of the Company w.e.f., 05^th November, 2024. At the
32^nd Annual General Meeting held on 24^th September,
2024, the members approved his re-appointment as an
Independent Director of the Company for a second term
of 5 years i.e., 05^th November, 2024 to 04^th November,
2029.

vi. Shri Gulshan Ahuja (ICSI Membership No. A58924), Deputy
Company Secretary and Compliance Officer of the
Company was designated by Board in its meeting held on
12^th February, 2025 as a Key Managerial Personnel pursuant
to the requirements under Regulation 6 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

All the Non-Executive Independent Directors are qualified to
be appointed/continued as such under the relevant provisions
of the Act read with the rules made thereunder and Listing
Regulations and shall not be subject to determination for
retirement by rotation. In the opinion of the Board, all the
Independent Directors possess requisite integrity, expertise,
and experience and are independent of the Management.

None of the Directors of the Company are disqualified as per
the provisions of Section 164 of the Act. The Directors of the
Company have made necessary disclosures under Section 184
and other relevant provisions of the Act.

CHANGES OCCURRED AFTER THE END OF FINANCIAL
YEAR AND TO THE DATE OF REPORT

The following changes occurred in the Board of Directors of
the Company after the end of the financial year and the date of
the report.

i. Based on the recommendation of the Nomination and
Remuneration Committee and of the Board, Shri Sandeep
Dinodia (DIN: 00005395) appointed/ re-designated as
a Non-Executive Independent Director of the Company
by members through Postal Ballot concluded on 26^th
June, 2025 for a period of five(5) consecutive years
commencing from 26^th June, 2025 to 25^th June, 2030.

ii. Based on the recommendation of Nomination and
Remuneration Committee, the Board appointed Shri
Gurvinder Jeet Singh (DIN:02129467) as an Additional
Director as well as the Whole-time Director in the category
of Executive Non-Independent Director of the Company
w.e.f., 22^nd May, 2025. The appointment was subsequently
affirmed by the members through Postal Ballot concluded
on 26^th June, 2025.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provision of Section 152 of the
Companies Act, 2013 read with the rules made thereunder and
Articles of Association of the Company, Shri Neel Jay Davar
(DIN: 09201336), Non-Executive & Non Independent Director
of the Company is liable to retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible, has
offered himself for re-appointment. Information as required
under Regulation 36(3) of the Listing Regulations is provided in
the Notice of 33^rd Annual General Meeting.

MEETINGS OF THE BOARD

Regular meetings of the Board were held to deliberate and
decide on various business policies, strategies, financial
matters, and other key issues. A calendar of meetings was
prepared and circulated in advance to all the Board Members
to enable them to plan their schedule for effective participation
in the meetings. Due to business exigencies, the Board also
passed some resolutions by circulation as required from time
to time.

The Board/ Committee meetings of the Company were
conducted in compliance with the provisions of the
Companies Act, 2013, the Listing Regulations, and applicable
Secretarial Standards. Information as mentioned in the Act,
Schedule II of the Listing Regulations, and all other material
information, identified by the management, were presented
to the Board for its consideration. Detailed agendas,
including supporting documents, relevant data, and other
necessary information, were shared in advance to enable
informed decision-making and provide strategic guidance
to the management information regarding the Board and its
committees, including the meetings conducted throughout
the year and the attendance records of individual directors/
members, is provided in the Corporate Governance Report of
the Company.

During the year under review, 5 (five) Board Meetings were
held and the gap between the meetings was as per the period
prescribed under the Act and Listing Regulations.

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1.	23rd May, 2024	11	9
2.	08th August, 2024	10	10
3.	11th November, 2024	10	9
4.	12th February, 2025	10	9
5.	17th March, 2025	10	7

Additionally, several Committee meetings were held during the
Financial Year.

All recommendations made by the Audit Committee during the
financial year 2024-25 were accepted by the Board.

COMM ITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations,
your Company has constituted various Statutory Committees.
Additionally, the Board has formed other governance
Committees to review the specific business operations and
governance matters, including any specific items that the
Board may decide to delegate. The Board has constituted
7 (seven) committees in order to comply with the statutory
guidelines and for the purpose of operational feasibility so as
to assist the Board in discharging its duties and responsibilities.
The committees report to the Board on their activities on a
periodic basis, and the minutes of the committee meetings are
provided to Board.

As on 31^st March, 2025, the Board has constituted the following
Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders’ Relationship Committee;

5. Share Transfer & Allotment Committee;

6. Finance & Strategy Committee; and

7. Risk Management Committee.

Details of composition, terms of reference, and
number of meetings held in Financial Year 2024-25 for
the aforementioned Committees are given in the Report
on Corporate Governance, which forms a part of this
Annual Report. Further, during the year under review, all
recommendations made by the Audit Committee and
other Committees have been accepted by the Board.

ANNUAL GENERAL MEETING

All the members of the Board of Directors attended the
last 32^nd Annual General Meeting ("AGM”) of the Company
held on Tuesday, the 24^th September, 2024 through Video
Conferencing (''VC’)/ Other Audio Visual Means ("OAVM”).

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the
Companies Act, 2013 ("the Act”) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations”), the Company has established a
Nomination and Remuneration Policy. This policy provides a
comprehensive framework for the appointment, performance
evaluation, and remuneration of Directors, Key Managerial
Personnel (KMP), and other employees and the objective of
this policy is to attract, retain, and motivate qualified individuals
through a fair and competitive remuneration structure
while aligning their goals with the long-term interests of the
Company and its stakeholders.

The remuneration policy for directors, key managerial
personnel and other employees is also available on the
Company’s website at https://sandhargroup.com/investors/
corporate-governance

SELECTION AND PROCEDURE FOR NOMINATION AND
APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Policy of the Company,
inter alia, provides that the Nomination and Remuneration
Committee shall formulate the criteria for appointment
of Executive, Non-Executive and Independent Directors
on the Board of the Company and persons in the Senior
Management. The Policy also lays down broad guidelines
for performance evaluation of the Board as a whole and its
Committees, individual Directors, including the Chairperson
and the Independent Directors. The Policy encourages the
appointment of women at senior executive levels and thereby
promotes diversity. The Policy is designed to attract, recruit,
retain, and motivate the best available talent.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act and
Regulation 19 of the SEBI Listing Regulations, the Nomination
and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and
independence of Directors, the key features of which are as
follows:

• Qualifications - The Board nomination process
encourages diversity of thought, experience, knowledge,
age and gender. It also ensures that the Board has an
appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors
as prescribed in the Act, the Directors are expected
to demonstrate high standards of ethical behavior,
communication skills and independent judgment. The
Directors are also expected to abide by the respective
Code of Conduct as applicable to them.

The Board affirm that the remuneration paid to Directors,
KMPs and employees is as per the Remuneration Policy of the
Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing
Regulations and there has been no change in the circumstances
which may affect their status as an Independent Director.

The Board is of the opinion that the Independent Directors
of the Company hold the highest standards of integrity and
possess the requisite expertise and experience required
to fulfil their duties as Independent Directors, and they are
independent of the Management.

In terms of section 150 of the Companies Act, 2013 read
with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered
themselves with the databank maintained by Indian Institute of
Corporate Affairs, Manesar ("MCA”).

In terms of the requirement of Regulation 25 of Listing
Regulations and Schedule IV of the Act, the Independent
Directors of the Company met separately on the 17^th March,
2025, without the presence of any Non-Independent Director
and members of management.

The meeting was conducted to discuss the matters pertaining
to, inter alia, review of performance of Non-Independent
Directors and the Board as a whole, review the performance
of the Chairman of the Company, assess the quality, quantity
and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

PERFORMANCE EVALUATION OF THE BOARD

In terms of the requirements of the Section 134(3) (p) of the
Companies Act, 2013 read with Rule 8(4) of the Companies
(Accounts) Rules, 2014 and SEBI (Listing Obligations and
Disclosure Requirements), 2015, the Board of Directors
conducted an annual assessment of its own performance,
Board Committees and individual directors.

The Company has implemented a structured and confidential
evaluation process to assess the effectiveness of the Board,
its Committees, and each Director, including the Chairman.
Directors provided feedback through a rating mechanism
based on defined performance parameters.

The evaluation criteria were broadly aligned with the Guidance
Note on Board Evaluation issued by SEBI on 5^th January, 2017.
The overall performance assessment was completed to the
satisfaction of the Board, and the outcome of the evaluation
was presented and discussed at the Board meeting.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

To facilitate effective participation in Board discussions, the
Board members were provided with necessary information,
documents, and presentations to help them familiarise
themselves with the Company’s processes, policies, and
practices.

Periodic presentations were made during Board Meetings to
apprise the Directors of the Company’s business performance,
strategic initiatives, industry developments, and regulatory
updates.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT
DIRECTORS

In compliance with the requirements of Section 149 read with
Schedule IV of the Companies Act, 2013 and Regulation 25(7)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has in place a structured
Familiarisation Programme for Independent Directors. The
objective of the programme is to enable the Independent
Directors to understand the Company’s business in depth
and to update their knowledge on a continual basis. The
Familiarisation Programme is conducted through various
initiatives, including presentations by senior management and
sharing of industry and regulatory updates.

Some of the familiarisation programme imparted to the
Independent Directors are as follows:

1. A detailed presentation provided by Shri. Yashpal Jain,
Chief Financial Officer and Company Secretary of the
Company on the major amendments/updates to the SEBI
Listing Regulations.

2. A brief presentation provided by Shri. Ajay Kumar Raghav,
Key Managerial Personnel and Chief Operating Officer:
Casting, Machining and Tooling Business of the Company,
on the updates of the following Information:

1. Aluminium Die Casting-Manufacturing Process

2. Aluminium Usage by Sector in India

3. Aluminium in Automotive Sector

4. Sandhar Product Portfolio-2W & 4W by System
Application

5. New Business- Product Portfolio- By Scooter and
Motor Cycle Category

6. Sandhar Aluminum Die-Casting Journey

Further, the complete details of the familiarization programmes
held for the Independent Directors are also placed on
the website of the Company at https://sandhargroup.
com/uploads/Governance/familiarisation-programme_
independent-director_fy2024-25.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION

Your Company has adopted a Code of Conduct ("PIT Code”) to
regulate, monitor and report trading in your Company’s shares
by your Company’s designated persons and their immediate
relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, which consist of 4 (four) parts mentioned
below:

a. Code of Conduct for prohibition of Insider Trading;

b. Code of Practices and Procedures for fair disclosure of
Unpublished Price Sensitive Information;

c. Policy for determination of Legitimate purpose; and

d. Policy on the procedure of enquiry in case of leak of
Unpublished Price Sensitive Information.

The management undertakes various measures, inter-alia,
trainings, regular communications to create awareness on
Prevention of Insider Trading as per Code of Conduct for
Prohibition of Insider Trading of the Company and the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Code of Conduct for Prohibition of Insider Trading and
the Code of Practices and Procedure for Fair Disclosure of
Unpublished Price Sensitive Information are formulated based
on the principle that the Company’s directors and employees
have a fiduciary duty, among other obligations, to prioritize
the interests of shareholders over their own. This includes
conducting personal securities transactions in a manner that
avoids conflicts of interest. These codes establish mechanisms
to ensure timely and comprehensive disclosure of Unpublished
Price Sensitive Information (UPSI) to the investor community,
enabling them to make well-informed investment decisions
regarding the Company’s securities.

The Code of Conduct for Prohibition of Insider Trading
prescribes the procedure for trading in securities of the
Company and the disclosures to be made by the persons
covered under the Insider Trading Policy with respect to their
shareholding in the Company, both direct and indirect.

The Code of Conduct for prohibition of Insider Trading and
Code of Practices and Procedures for fair disclosure of
Unpublished Price Sensitive Information have been uploaded
on the Company’s website at https://sandhargroup.com/
investors/corporate-governance

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the
information and explanations obtained, in terms of Section
134(5) of the Act, your Directors state that:

1. in the preparation of annual accounts for the year ended
the 31^st March, 2025, 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, if any;

2. they 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 and of the profit of the Company for
the year ended on that date;

3. they have 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;

4. they have prepared the Annual Accounts on a going
concern basis;

5. they have laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial
Control are adequate and operating effectively; and

6. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

POLICIES OF THE COMPANY

The Company is committed to conducting its business with
the highest ethical standards, guided by a strong value
system. In compliance with the SEBI Listing Regulations
and the Companies Act, 2013, the Board of Directors has
framed and approved various policies as mandated. These
policies are designed to ensure transparency, integrity,
and sound governance practices across all operations. The
Board periodically reviews these policies and ensures their
continued relevance and effectiveness in line with regulatory
requirements and evolving business needs.

Some of the key policies and their respective web links till date
are as follows:

S. No.	Name of Policy	Web Link
1.	Code of Conduct for Directors	https://sandhargroup.com/ uploads/Investor/policy-on-code-
	and Senior	of-conduct-for-bod-senior-
	Management	mgt_new.pdf
2.	Nomination and Remuneration	https://sandhargroup.com/ investors/corporate-governance
	Policy
3.	Policy for determination of materiality of	https://sandhargroup.com/ uploads/Investor/policy-for- determination-of-materiality-of-
	and dealing with	and-dealing-with-related-party-
	Related Party Transactions	transactions.pdf
4.	Whistle Blower Policy	https://sandhargroup.com/ uploads/Investor/whistle-blower-
		policy_new.pdf
5.	Independent Directors Policy	https://sandhargroup. com/assets/img/investors/ Independent-Director-Policy.pdf
6.	Policy on determining Material Subsidiaries	https://sandhargroup.com/ uploads/Investor/policy- for-determining-material- subsidiaries1.pdf
7.	Code of Conduct for Prohibition of	https://sandhargroup.com/ investors/corporate-governance
	Insider Trading
8.	Corporate Social Responsibility Policy	https://sandhargroup. com/uploads/Investor/csr- policy_08022023new.pdf
9.	Policy for preservation of Documents	https://sandhargroup.com/ uploads/Investor/policy-on- preservation-archival-of-doc
	and Archival of Documents	new.pdf
10.	Policy on familiarisation of Independent	https://sandhargroup. com/uploads/Investor/ familirization-for-independent-
	Directors	directors_08022023new.pdf
11.	Policy for Determination of Materiality of	https://sandhargroup.com/ uploads/Investor/policy-for- determination-of-materiality-of-
	Events	events-or-information2.pdf
12.	Dividend Distribution Policy	https://sandhargroup.com/ uploads/Investor/dividend- distribution-policy_new.pdf
13.	Policy on Risk Management	https://sandhargroup.com/ uploads/Investor/risk- management-policy-.pdf
14.	Board Diversity Policy	https://sandhargroup.com/ uploads/Investor/board-diversity-
		policy 03022023 new.pdf

Other Policies/Criteria/Announcements are available on the
Company’s website on the link https://sandhargroup.com/
investors/investors

RISK MANAGEMENT

The Company has a well-defined Risk Management Framework
that is integral to its strategic planning and achievement of
long-term objectives. The framework is designed to identify,
assess, and mitigate risks that may impact the Company’s
performance and business continuity.

In compliance with Section 134(3)(n) of the Companies
Act, 2013, the Board of Directors has constituted a Risk
Management Committee, which is entrusted with the
responsibility of formulating, implementing, and monitoring
the Risk Management Policy and Framework. The Committee
plays a vital role in overseeing the risk management process,
which includes risk identification, impact assessment,
formulation and execution of mitigation plans, and regular risk
reporting. The purpose of the Committee is to assist the Board
of Directors in fulfilling its oversight responsibilities with regard
to enterprise risk management. The Company also has in place
a duly approved Risk Management Policy.

The Company places a strong emphasis on identifying and
addressing risks that threaten the achievement of business
objectives. A structured mechanism is in place for periodic
risk assessment, which enables the identification, evaluation,
and proactive mitigation of potential risks in a timely manner.
The Risk Management Policy of the Company is available on
the website of the Company at https://sandhargroup.com/
uploads/Investor/risk-management-policy-.pdf

CYBER SECURITY

In view of the rising threat of cyberattacks, the Company
regularly reviews its cybersecurity maturity and continues to
strengthen its processes and technology controls in line with
the evolving risk landscape.

During the financial year, the Company experienced a
cybersecurity incident involving unauthorized access to its IT
systems. Immediate containment measures were taken, and
third-party cybersecurity experts were engaged to mitigate
the impact. While most systems were restored promptly,
certain systems remained under investigation to ensure full
recovery and reinforce security measures; all systems have
now been fully recovered. The incident did not have any
material impact on the Company’s financial performance. The
Company remains vigilant and is committed to continuously
enhancing its cybersecurity framework to prevent future
incidents.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of the Companies Act, 2013,
the rules made thereunder, and the applicable SEBI Listing
Regulations, the Company has implemented a robust Vigil
Mechanism / Whistle Blower Policy. The Audit Committee of
the Company has been entrusted with the responsibility of
overseeing the effective implementation of this mechanism.

The policy provides a secure and confidential platform for
Directors, Employees, and Stakeholders to report concerns
about unethical behavior, actual or suspected fraud, violations
of the Company’s Code of Conduct, improper practices, or
any alleged misconduct. Such concerns may be reported
directly to the Chairperson of the Audit Committee or, where
appropriate, to the Managing Director of the Company.

The policy outlines a clear and structured procedure for
reporting and addressing such concerns while ensuring
protection against any form of retaliation. It reflects the
Company’s commitment to maintaining the highest standards
of ethical conduct and transparency.

The detailed Whistle Blower Policyis available on the Company’s
official website at the following link: https://sandhargroup.
com/uploads/Investor/whistle-blower-policy_new.pdf

HUMAN RESOURCE DEVELOPMENT

Employees are the cornerstone of the Company’s success
and a driving force behind its continued excellence in the
automobile industry. As a strategic business enabler, the
Company’s Human Resources (HR) function is closely aligned
with its vision to emerge as a global leader in the integrated
automobile space.

Our HR vision is to build and nurture world-class human capital
by continuously innovating and implementing best-in-class HR
practices. These practices are designed to support business
leaders and foster a workforce that is engaged, empowered,
and motivated.

As of 31^st March, 2025, Sandhar employed 1689 individuals on
its rolls. The Company empowers these dedicated individuals
through its HR strategies, which prioritize workforce planning,
talent acquisition, performance management, learning and
development, career advancement, succession planning,
leadership development, and the enhancement of employee
experience and engagement. This is accomplished by offering
top-tier employee facilities, welfare benefits, and fostering a
conducive work environment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLO¬
SURES

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to the Report as “Annexure
G”.

The statement containing particulars of top 10 employees
and particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided as a separate Annexure forming part
of this report. In terms of proviso to Section 136(1) of the Act,
the Report and Accounts are being sent to the shareholders,
excluding the aforesaid Annexure. The said information is
available for inspection by the members at the Corporate
Office of the Company during business hours on working
days 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, whereupon a
copy would be sent.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

At Sandhar Group, we are firmly committed to maintaining a
safe, inclusive, and respectful workplace for all employees.
In compliance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
and rules made thereunder, your Company has laid down
a Prevention of Sexual Harassment (POSH) Policy and has
constituted Internal Complaints Committees (ICC), to consider
and resolve the complaints related to sexual harassment,
reinforcing our zero-tolerance approach towards any form of
harassment.

All employees (permanent, contractual, temporary, trainees,
etc.) and visitors are covered under the said Policy. The ICC
includes external members with relevant experience. The ICC
work extensively on creating awareness on relevance of sexual
harassment issues. The employees are required to undergo a
training on POSH to sensitize themselves and strengthen their
awareness.

During the Financial Year under review:

1. Number of sexual harassment complaints received during
the year- Nil

2. Number of complaints disposed of during the year - NA

3. Number of cases pending for more than 90 days - NA

Your Company has filed the POSH annual return within the
prescribed timeline, ensuring full regulatory compliance and
remains committed to creating a workplace where dignity,
equality, and safety are non-negotiable. Through continuous
education, visible support structures, and a strong reporting
framework, we strive to uphold the values of respect and trust
across the organization.

AUDITORS & AUDITORS'' REPORT

STATUTORY AUDITORS

M/s. BSR & Co. LLP, Chartered Accountants (Firm’s Registration
No. 101248W/W-100022), were re-appointed as the
Statutory Auditor of the company for the tenure of five years
commencing from the conclusion of the 30^th Annual General
Meeting of the company until the conclusion of the 35^th Annual
General Meeting to be held in year 2027.

The Auditors’ Report for the Financial Year 2024-2025 including
report on Internal Financial Controls, are self-explanatory and
does not carry any observation/qualification/ adverse remarks
etc. or infirmity in the Company’s affairs.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 made thereunder, the Board
re-appointed M/s K.K. Sachdeva & Associates, Practicing
Company Secretaries, to undertake the Secretarial Audit of
your Company for the financial year ended 31^st March, 2025.
The Secretarial Audit Report for the year under review is
provided as “Annexure-H” of this report. The said Secretarial
Audit Report does not contain any qualification, reservations,
adverse remarks and disclaimer.

Further, pursuant to amended Regulation 24A of SEBI Listing
Regulations, and subject to your approval being sought at the
ensuing 33^rd AGM, the Board based on the recommendation
of Audit Committee has appointed M/s K.K. Sachdeva &
Associates, Practicing Company Secretary (C. P. No. 4721; Peer
reviewed certificate no. 1684/2022) as a Secretarial Auditors to
undertake the Secretarial Audit of your Company for a term of
five (5) consecutive years from the conclusion of 33^rd Annual
General meeting till the conclusion of the 38^th Annual General
Meeting of the Company. Secretarial Auditors have confirmed
that they are not disqualified to be appointed as a Secretarial
Auditor and are eligible to hold office as Secretarial Auditor of
your Company.

INTERNAL AUDITORS

The Board on the recommendation of Audit Committee
approved the re-appointment of M/S GSA & Associates, LLP,
Chartered Accountants, Internal Auditors (Firm’s Registration
No. 000257N/N500339), for conducting the Internal Audit of
the Company for the Financial Year 2025-2026.

COST AUDITORS

The cost records as required to be maintained under Section
148 (1) of the Companies Act, 2013 are duly made and
maintained by the Company.

M/s. Satija & Co., Cost Accountants (Firm Registration No.
004907) was the Cost Auditors of the Company for the FY
2023-24 & 2024-25. The cost audit report for the FY 2023¬
24 submitted by the said Cost Auditors during the FY 2024¬
25 does not contain any qualification, reservation, or adverse
remark. Additionally, the Cost Auditors of the Company
have not reported any matter under Section 143(12) of the
Companies Act, 2013 in their report for FY 2024-25.

The Board of Directors, upon recommendation of the
Audit Committee, has re-appointed M/s. Satija & Co., Cost
Accountants (Firm Registration No. 004907), as the Cost
Auditors for FY 2025-26.

A resolution seeking approval of the members for ratification
of the remuneration payable to the Cost Auditors for FY 2025¬
26 is provided in the Notice of the ensuing Annual General
Meeting.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Secretarial
Auditor and Cost Auditors of your Company have not reported
any instances of fraud committed in the Company by its
Officers or Employees to the Audit Committee, as required
under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
THEREOF

The Board has established comprehensive policies and
procedures to govern the orderly and efficient conduct of
its business, ensuring adherence to Company’s policies,
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable
financial information and its disclosures.

The Company’s internal control systems as laid down are
adequate and commensurate with the nature of its business,
the size and the complexity of its operations. To further
strengthen the internal control system, the Company has a
well-established internal audit mechanism. The internal audit
is carried out by external independent auditor. The Internal
Auditors periodically reviews operational compliances in
accordance with documented policies and procedures and
evaluates their effectiveness and efficacy in ensuring robust
internal control.

The statutory auditors of the Company have audited the
financial statements included in this Annual Report and have
issued an attestation report on the Company’s internal control
over financial reporting (as defined in section 143 of the
Companies Act, 2013).

INVESTOR EDUCATION & PROTECTION FUND

During the financial year under review, the Company was not
required to transfer any funds and equity shares to the investor
education and protection fund as per the provisions of Section
125 of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the
Financial Year ended 31^st March, 2025 describing the initiatives
taken by the Company from an Environment, Social and
Governance perspective in prescribed format as stipulated
under Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed
herewith as "Annexure-I”.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
DISCLOSURES IMPACTING THE GOING CONCERN STATUS
AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant and material
orders, passed by the regulators and courts, or tribunals that
materially impact the going concern status and the Company’s
operations in the future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF
COMPANY SECRETARIES OF INDIA

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1 and
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India on Board of Directors / Committee
Meetings and General Meetings.

ANNUALRETURN

Pursuant to Section 134(3)(a) of the Act, read with the rules made
thereunder, the annual return as on 31^st March, 2025 prepared in
accordance with Section 92(3) of the Act, is made available on
the website of your Company at https://sandhargroup.com/
investors/annual-return.

LISTING ON STOCK EXCHANGE

The Company’s shares are listed on BSE Limited and the
National Stock Exchange of India Limited.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which
relate to Management Discussion and Analysis, describing
the Company’s objectives, projections, estimates and
expectations, may constitute ''forward looking statements’
within the meaning of applicable laws and regulations. Although
the expectations are based on reasonable assumptions, the
actual results might differ.

PERSONNEL & INDUSTRIAL RELATIONS

Cordial atmosphere across functional verticals / units
contributed to the overall satisfactory performance of
the Company. The Directors place on record their deep
appreciation of the inspiring and motivating leadership
provided by the Chairman, Managing Director & Chief
Executive Officer, supported by the Chief Financial Officer and
Company Secretary, and the commendable teamwork done
by the executives, staff and workers at all levels in various units
at different locations.

PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the Financial Year 2024-25, no proceedings were
initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

During the Financial Year 2024-25, the Company has not
made any one-time settlement with the banks or financial
institutions, and there was no difference between the valuation
of loan taken from the Banks or Financial Institution; therefore,
the same is not applicable to the company.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

In accordance with the requirements of the Maternity Benefit
Act, 1961, the Company confirms that it is fully compliant with
the provisions of the Act. The Company provides all statutory
benefits and other entitlements as prescribed under the Act.

The Company is committed to fostering an inclusive and
supportive work environment for all employees ensures that
all applicable provisions relating to maternity benefits are
implemented.

OTHER DISCLOSURES

The Managing Director & Chief Executive Officer of the
Company has not received any remuneration or commission
from any of the subsidiary companies. Further, the Company
does not have any holding Company.

APPRECIATION

Your Directors extend their gratitude to the various statutory
authorities, departments, organizations, and agencies for their
continued assistance and cooperation. They also gratefully
acknowledge all stakeholders of the Company, including
shareholders, customers, dealers, vendors, banks and other
business partners, for their excellent support throughout the
year. The Directors sincerely appreciate and commend all
employees of the Company for their unwavering commitment
and ongoing contributions to its success.

For and on behalf of the Board of Directors of
Sandhar Technologies Limited

Jayant Davar

Chairman, Managing Director
and Chief Executive Officer

DIN: 00100801

Place: Gurugram, Haryana
Date: 07^th August, 2025

---

Mar 31, 2024

The Directors of the Company take pleasure in presenting its 32nd (Thirty Second) Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended the 31st March, 2024.

OPERATIONS - FINANCIALS

The summarized standalone and consolidated financial performance of the Company for the Financial Year ended the 31st March, 2024 as compared to the previous year is as under:

(INR. in Lacs)

Corresponding figures for the previous year have been	Standalone		Consolidated
regrouped / recast wherever necessary to correspond to current year / year Classification	Financial Year		Financial Year
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue and other Income (Net of GST)	2,72,733.74	2,40,976.20	3,53,189.78	2,92,140.02
EBITDA as per financial statement	26,343.82	21,694.56	35,139.90	26,157.94
Less: Financial Expenses	(1,378.65)	(1,550.96)	(5,151.77)	(3,577.90)
Profit before Exceptional Items, Depreciation & Tax	24,965.17	20,143.60	29,988.13	22,580.03
Less: Depreciation	(8,977.19)	(8,444.27)	(15,362.07)	(12,152.35)
Profit Before Exceptional Items and Tax Provisions	15,987.98	11,699.33	14,626.06	10,427.68
Less: Share in Profit/ (Loss) in jointly controlled entities	-	-	394.56	(280.81)
Less: Exceptional items	(555.95)	(304.33)	-	(110.47)
Less: Tax Provisions	(4,206.91)	(3,017.08)	(3,994.52)	(2,680.74)
Net Profit After Tax Provisions	11,225.12	8,377.92	11,026.10	7,355.66
Add: Other Comprehensive Income/(Expense)	159.24	(133.73)	143.40	210.88
Total Comprehensive Income	11,384.36	8,244.19	11,169.50	7,566.54
Less: Profit attributable to Non-controlling interest	-	-	(48.34)	(59.19)
Less: Appropriations:
Dividend	(1,504.77)	(1,354.29)	(1,507.78)	(1,357.30)
Adjustment on account of acquisition of interest in subsidiary	-	-	0.62	-
Adjustment on account of conversion of Joint Venture into Subsidiary	-	-	_	1.00
Balance carried forward in Balance Sheet	9,879.59	6,889.90	9,614.00	6151.05

INDUSTRY UPDATE

In the dynamic landscape of the automobile sector, innovation remains the driving force propelling the industry forward. Throughout the past year, significant strides have been made in electric vehicle technology, with leading companies redoubling their efforts to diminish carbon footprints and adhere to stringent emission standards. Despite facing global supply chain hurdles, manufacturers have demonstrated resilience by harnessing digital solutions to streamline production processes and mitigate disruptions effectively. As the industry navigates through unprecedented challenges, collaboration, adaptation and innovation remain essential for fostering sustained growth and resilience.

The Indian automobile industry is also embarking on a journey with hopes for sustained growth momentum in 2024. The Passenger Vehicles (PV) segment is set for record domestic sales of 4.2 million units in 2024 despite the lingering effects of supply chain constraints and semiconductor shortages. The two-wheeler segment continued its recovery path with a handsome growth of over 13% in domestic sales, reaching almost 18 million units, although still lower than the peak of 21 million units in Financial Year 2019.

The Domestic Commercial Vehicle industry experienced marginal growth to 0.97 million units, with some drop experienced in Light Commercial Vehicles (LCVs) and Small Commercial Vehicles (SCVs) due to de-growth in the CNG segment. Overall exports remained under stress during the last financial year, with a sizeable drop in Commercial Vehicles, Two-Wheelers and Three-Wheelers, though Passenger Vehicles grew marginally. However, a good recovery was seen in the last quarter, especially for two-wheelers, indicating better potential for the current year.

According to industry observers, 2024-2025 will also see an acceleration in the adoption of electric vehicles, which has already started taking root in 2022.

Furthermore, rising interest rates and the not-so-bright global economic situation and its potential impact on India in the coming days are some of the factors keeping the industry in a cautious mode.

MAJOR HIGHLIGHTS

i. On Consolidated basis, the revenue from operations and other incomes in FY 2023-24 was INR. 3,531.90 Crores, higher by 21% over the previous years’ revenue of INR. 2,921.40 Crores. The total comprehensive income attributable to shareholders in FY 2023-24 was INR. 111.70 Crores registering a growth of 48% over the previous years of INR. 75.67 Crores in FY 2022-23.

ii. On Standalone basis, the revenue from operations and other incomes in FY 2023-24 was INR. 2,727.34 Crores, higher by 13% over the previous years’ revenue of INR. 2,409.76 Crores. The total comprehensive income attributable to shareholders in FY 2023-24 was INR. 113.84 Crores registering a growth of 38% over the previous years of INR. 82.44 Crores in FY 2022-23.

iii. During the FY 2023-24, 6 Patents were granted to your company by the Controller of Patent, The Patent Office, Government of India.

iv. Your company has consolidated its manufacturing facilities for Assembly Business and Sheet Metal Business into a single state-of-the-art manufacturing facility located in Mysuru.

v. Your company has acquired factory premises spanning an area of 34 bigha, 06 Bishwa, situated at Village Mouza Bhatian, Pragna Plassi, Tehsil Nalagarh, Distt, Solan, Himachal Pradesh. This acquisition is aimed at consolidating the existing two units of the company, one of which is currently situated on leased premises. The acquired land will also serve as a foundation for the company''s future expansion plans.

STATE OF COMPANY''S AFFAIRS

A comprehensive analysis of the state of affairs of the Company has been addressed within the Management Discussion and Analysis (MDA) section. The MDA for the relevant year, as mandated by Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is annexed as "Annexure-A” forming part of the Annual Report.

Further, during the year under review, there was no change in the nature of business of the Company.

AMOUNT TRANSFERRED TO RESERVE

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 appearing in the Statement of profit and loss.

DIVIDEND

The Board of Directors at their meeting held on 23^rd May, 2024, recommended a dividend of INR. 3.25 (Indian Rupees Three and Twenty-Five Paisa) per fully paid Equity Share on 6,01,90,708 Equity Shares of face value INR. 10 (Indian Rupees Ten) each as final dividend for the year ended 31^st March, 2024. This recommendation, compared to the previous year dividend of INR. 2.50 (Indian Rupees Two and Fifty Paisa) per fully paid Equity Share) is in accordance with the criteria/parameters laid down under the Dividend Distribution Policy.

The dividend on Equity Shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting (AGM) scheduled to be held on Tuesday, 24th September, 2024.

The dividend on Equity Shares if approved by the Members, would involve a cash outflow of INR. 19.56 Crores (Indian Rupees Nineteen Crore Fifty-Six Lacs) resulting in a dividend pay-out of 32.50% for the financial year ended 31^st March, 2024.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) is available on the Company’s website at https://sandhargroup.com/uploads/Investor/dividend-distribution-policy_new.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for the Financial Year 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act’) and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015.

Further, pursuant to the provisions of Section 136 and other applicable provisions of the Companies Act, 2013, the Audited Financial Statements and related information of the Company and the separate Financial Statements of each of the Subsidiary Companies, are available on the Company’s website at https://sandhargroup.com/

The Board of Directors reviewed the affairs of the subsidiaries in accordance with Section 129(3) of the Act. Consolidated Financial Statements together with the Auditor’s Report thereon form part of the Annual Report.

SHARE CAPITAL

The Authorised Share Capital of the Company is INR. 7000.00 Lacs divided into 680.00 Lacs Equity Shares of INR. 10/- (Indian Rupees Ten only) each and 2.00 Lacs Preference Shares of INR. 100/- (Indian Rupees Hundred only) each.

The Paid up Share Capital of the Company is INR. 6019.07 Lacs divided into 601.91 Lacs Equity Shares of INR. 10/- (Indian Rupees Ten only) each.

During the year, there were no instances of public issues, rights issues, bonus issues, or preferential issues. The company did not issue shares with differential voting rights, sweat equity shares, nor did it grant any stock options.

Further, the Company has not bought back any of its securities during the year under review.

SUBSIDIARIES AND JOINT VENTURES

During the year under review, no new Subsidiary or Joint Venture Company has been incorporated.

The Group consist of following Subsidiaries and Joint Ventures: Subsidiaries:

i. Sandhar Technologies Barcelona S.L (overseas Subsidiary)

ii. Sandhar Engineering Private Limited

iii. Sandhar Tooling Private Limited

iv. Sandhar Automotive Systems Private Limited

v. Sandhar Auto Castings Private Limited

vi. Sandhar Auto Electric Solutions Private Limited

Step down subsidiaries: overseas

i. Sandhar Technologies de Mexico, S de RL de CV¹

ii. Sandhar Technologies, Poland, Sp. Zoo¹

iii. Sandhar Technologies Ro SRL (Romania)¹

Joint Ventures:

i. Sandhar Han Sung Technologies Private Limited

ii. Jinyoung Sandhar Mechatronics Private Limited

iii. Sandhar Amkin Industries Private Limited²

iv. Kwangsung Sandhar Technologies Private Limited

v. Kwangsung Sandhar Automotive Systems Private Limited (Subsidiary of Kwangsung Sandhar Technologies Private Limited)

vi. Sandhar Whetron Electronics Private Limited

vii. Winnercom Sandhar Technologies Private Limited

viii. Sandhar Han Shin Auto Technologies Private Limited

Notes:

1. Sandhar Technologies, Poland, SP. Zoo, Sandhar Technologies de Mexico S de RL de CV and Sandhar Technologies Ro SRL(Romania) are the subsidiaries of Sandhar Technologies Barcelona S.L.

2. Sandhar Amkin Industries Private Limited is treated as Joint Venture Company for the purpose of preparation of financial statements as required under Ind-AS. However, the Shareholding of Sandhar Technologies Limited in this Company exceeds 50% therefore, as per the provisions of Companies Act, 2013 it is treated as Subsidiary.

3. During the year under review:

I. Application made to Registrar of Companies, Delhi and Haryana for striking off of Sandhar Auto Electric Technologies Private Limited (Step down Subsidiary of Sandhar Technologies Limited) was approved w.e.f. 08th November, 2023. As per sub-section (5) of Section 248 of the Companies Act, 2013, the company has been officially struck off from the Register of Companies.

II. Sandhar Engineering Private Limited (SEPL), a wholly-owned subsidiary of Sandhar Technologies Limited, has entered into Power Purchase Agreement (PPA) utilizing the Solar-OPEX Model (Zero Capex Investment) with M/s Clean Max Enviro Solutions Private Limited. This agreement is for its unit located at Plot No. 191, 192, 193, 194, 202, 203, 204, 205, Thandya 2nd Phase Industrial Area, Nanjangud, Mysuru, Karnataka. This initiative aligns with SEPL''s objectives of sustainability and cost reduction.

III. Sandhar Engineering Private Limited (SEPL), a wholly-owned subsidiary of Sandhar Technologies Limited has executed lease deed with Gujarat Industrial Development Corporation (GIDC) for the period of 99 (Ninety-Nine) Years for the premises located at Plot No. 101/1 2/A at Halol-2 & Halol (Masawad) Industrial Estate, Taluka - Halol, Dist. Panchmahal, Gujarat, for the future expansion planes of the SEPL.

IV. Sandhar Engineering Private Limited (SEPL), a wholly-owned subsidiary of Sandhar Technologies Limited, has successfully inaugurated its state-of-the-art manufacturing plant in Mysuru, Karnataka. Commercial production commenced in early

October 2023. This establishment not only reinforces but also endeavors to broaden the company''s footprint in the Automotive Sector, serving OEMs and other customers, particularly in the Sheet Metal Components. The inauguration of this plant is anticipated to substantially boost SEPL''s growth prospects in the near future.

V. The Company has acquired 12,05,000 equity shares of "Sandhar Tooling Private Limited” (STPL) from its existing shareholders. Consequently, STPL has become a wholly owned subsidiary of Sandhar Technologies Limited w.e.f. 31st January, 2024.

Pursuant to Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder, a statement containing the salient features of the financial statements of the subsidiaries and Joint Venture Companies is attached to the financial statements in Form AOC-1 as “Annexure-B”.

There has been no material change in the nature of the business of the Company’s subsidiaries.

Details of the performance of subsidiaries are covered in Management Discussion and Analysis Report forming part of the Annual Report.

CAPEX AND LIQUIDITY

During the Financial Year, Company has spent INR. 16,507.11 Lacs towards Capex and Investments in Subsidiaries. Despite this significant spent, the Company was able to keep the gross debt level stable during the year.

Cash and Cash Equivalents at the Consolidated level as at the 31st March, 2024 was INR 3,314.42 Lacs vis-a-vis INR. 651.23 Lacs in the previous fiscal.

DEPOSITS

The Company has not accepted any deposits from public during the year under review and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Further, the company had not accepted any deposits during the previous financial year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As per Section 134(3)(g) of the Act, particulars of Loans, Guarantees and Investments made during the Financial Year 2023-2024, under the provisions of Section 186 of the Act, along with the details of purpose for which the loan or guarantee or security was proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note no. 33 of the Financial Statements.

The Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

RELATED PARTY TRANSACTION

In line with the provisions of Section 188(1) of the Act and Listing Regulations, all the contracts/ arrangements/ transactions etc. entered into by the Company with related parties were in the ordinary course of business and on arm’s length basis in terms of provisions of the Companies Act, 2013 and Listing regulations.

Further, during the year under review, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Prior omnibus approval of the Audit Committee was obtained for the transactions, which were of foreseen and repetitive nature. All related party transactions that were approved by the Audit Committee were periodically reported to Audit Committee. Also all transactions with related parties were entered in accordance with the Policy for determination of materiality of and dealing with related party transactions, formulated by the Company. None of the Contracts, Arrangements and transactions with related parties required approval of the Board/Shareholders under Section 188(1) of the Act and Regulation 23(4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable for the Financial Year 2023-24 and hence does not form part of the report.

The Company’s Policy on dealing with and materiality of Related Party Transactions is available on the website of the Company at https://sandhargroup.com/uploads/Governance/

sandahr_policy-for-determination-of-materiality-of-and-dealing-with-related-party-transaction-1.pdf

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT

As per Section 134(3)(l) of the Act, no significant or material changes impacting the financial position of the Company occurred from the conclusion of the Financial Year 2023-2024 until the date of this report.

IN-HOUSE R & D DIVISION

The Research & Development Division titled as Sandhar Centre for Innovation & Development (SCID) at Sandhar is dedicated to fostering ongoing product innovation. Through close collaboration with internal stakeholders, they strive to enhance the value proposition for the entire organization, emphasizing the delivery of distinctive solutions to customers and the advancement of cutting-edge technologies.

INFORMATION TECHNOLOGY

The Company continues to take full advantage of Information Technology, leveraging it as a source of competitive advantage. As in earlier years, the enterprise wide Oracle ERP platform forms the backbone of IT and encompasses all core business processes in the Company and also provides a comprehensive data warehouse with analytics capability that helps in better and speedier decisions.

Multiple new initiatives have been taken, to ensure that the investments in creation, maintenance and upgradation of IT Infrastructure is kept at optimal level and relevant new technologies are adopted to facilitate risk mitigation, ensuring business continuity, achieve scalability in operations and ensuring that data security and privacy are not compromised.

Company has already upgraded its ERP platform from On premise Oracle EBS to Cloud based Oracle Fusion Technology Platform, which covers all core business processes including end-to-end solution for digital expense management giving employees easy data entry options and financial managers detailed spend information and policy-driven control.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Sandhar is committed to Serving society in the best way possible through various social initiatives/programmes to increase positive social impact. Over the period of time, the group has been strategically involved in social initiatives and started various community-centric projects. We implement our CSR initiatives through Sandhar Foundation, which serves as the CSR and philanthropic arm of the Sandhar Group. In addition, we collaborate with various other implementing agencies and undertake initiatives independently as well. Further, the Company has integrated its business operations and objectives to create a more profound impact on sustainable societal development.

In compliance with Section 135 of the Act, the Company has formed a CSR Committee. Details regarding the composition of the CSR Committee are outlined in the CSR Activities Report and Corporate Governance Report, both included in this document.

The Company''s CSR policy provides comprehensive guidelines for conducting CSR activities, which are accessible on the company''s website at

https://sandhargroup.com/uploads/Investor/csr-policy_08022023new.pdf

Some of the key CSR initiatives during the year under review include the following:

1) Quality Education

a) Sandhar Centres of Learning: The educational landscape in India is a complex mosaic that mirrors the nation''s rich cultural, linguistic and socio-economic diversity. It encompasses a continuum from primary schooling to higher education, comprising a diverse range of institutions, from government-operated schools to private universities.

Nevertheless, students encounter challenges in accessing quality academic engagement, which includes issues such as teaching methodologies, cultivating a conducive learning environment, capacity building for educators, fostering foundational skills in students and progressing towards critical thinking and problem-solving abilities across all academic levels.

Sandhar Technologies Limited has partnered with KHUSHII to address these challenges through various programs:

• Remedial and Support Education

• Teaching Learning Materials

• Mental Health and Well-being Programme (Manoshakti)

Through this efforts Sandhar Foundation and KHUSHII have resulted in the benefit of over 900 students.

b) Sandhar Ki Beti: Sandhar has initiated a project titled "Sandhar Ki Beti," a distinctive initiative where Sandhar sponsors one girl child from each class, spanning from 1st to 12th grade at Springdales School, Dhaula Kuan, New Delhi. Over the past decade, this project has achieved significant milestones, documented through annual progress reports. In the academic year 2023-24, sponsorship was extended to 24 students across Nursery to Class XII, thereby expanding the project''s influence and outreach.

c) Sansthanam Abhay Daanam: Sandhar, in collaboration with Sansthanam Abhay Daanam, has launched an education and vocational training program dedicated to empowering individuals through skill development in diverse handicrafts. This initiative aims to offer training in areas such as handloom weaving (Hathkargha), sewing, stitching, pottery and other handicrafts, thereby enhancing employability and fostering self-sufficiency.

The project also strives to provide free education and organic vegan meals to over 300 underprivileged rural children, utilizing Gurukul-based learning techniques.

2) Skill Development

a) Swabhimaan: This program reflects our steadfast commitment to nurturing skill development and advancing livelihood opportunities within the community, with a special emphasis on empowering women. Over the past year, we have achieved significant progress in equipping participants with practical skills essential for their personal growth and economic independence.

Through dedicated efforts and meticulous planning, we have successfully conducted various training sessions and workshops tailored to meet the needs of participants. These initiatives have not only imparted essential vocational skills but have also instilled confidence and a sense of empowerment among our beneficiaries. Our community initiatives have cumulatively impacted over 300 women and their families in our adopted community SHRIRAM JJ CLUSTER.

3) HEALTH & HYGIENE SUPPORT TO COMMUNITY

a) Sandhar Healthcare Centre: Sandhar Foundation is dedicated to fortifying the healthcare system and improving access to quality care to enhance health outcomes for all citizens. Understanding healthcare''s crucial role in promoting well-being and socioeconomic development, the foundation undertakes various initiatives to address healthcare challenges and bridge existing gaps in the system. Through a recent project, the Foundation achieved a significant milestone in the healthcare field.

Key Project Highlights:

• Averaging 1,000 OPD visits monthly

• Introducing consultant gynecologist services in FY 2023-24

• Providing essential primary healthcare services including vaccinations, blood pressure checkups, health consultations, OPD visits and gynecologist consultations

• Offering free health checkups and medicines to beneficiaries

The CSR Policy lays emphasis on transparent monitoring mechanism for ensuring implementation of the projects undertaken/ proposed to be undertaken by the Company in accordance with the overall objective of the CSR policy.

The annual report on CSR activities is attached as “Annexure-C” to the Directors’ Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo by the Company pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-D”.

CORPORATE GOVERNANCE

Sandhar''s Corporate Governance philosophy is grounded in strong business ethics, fairness and trust in its interactions with all stakeholders.

The Company conducts its affairs with fairness and transparency, recognizing the importance of earning and maintaining the trust of its stakeholders. Corporate Governance is regarded as fundamental to nurturing a forwardthinking organization capable of delivering sustainable growth.

In its engagements with external stakeholders, the Company prioritizes transparency, ensuring timely sharing of information. Leadership sets the tone through their actions, ensuring the organization remains aligned with its culture and values in both principle and practice.

The Company has complied with the Corporate Governance requirements as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, a report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as "Annexure-E” to the Directors’ Report.

The Certificate issued by M/s. K.K. Sachdeva & Associates, Practising Company Secretaries confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as "Annexure-F” to the Directors’ Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company follows a policy of ensuring a harmonious blend of Executive and Non-Executive Directors on the Board.

As of 31st March, 2024 the composition of the Board and Key Managerial Personnel is as follows:

Category of the Director(s)/ KMP	Name of the Director(s)
Non-Executive & Non Independent Directors	Shri Dharmendar Nath Davar (Chairman) Shri Sandeep Dinodia Smt. Monica Davar Shri Neel Jay Davar
Executive Director	Shri Jayant Davar (Co-Chairman & Managing Director)
Non-Executive Independent Directors	Shri Arvind Kapur Smt. Archana Capoor Shri Vikrampati Singhania Shri Vimal Mahendru Shri Bharat Anand Shri Arjun Sharma
Key Managerial Personnel (KMP)	Shri Yashpal Jain (Chief Financial Officer and Company Secretary)
Deputy Company Secretary & Compliance Officer	Shri Gulshan Ahuja
Business Heads Designated as Key Managerial Personnel’s	Shri Gurvinder Jeet Singh (Sr. Advisor & COO- Proprietary Business) Shri S Venkataraman (COO- Cabins & Fabrication Business) Shri Ajay Kumar Raghav (COO- Castings, Machining & Tooling Business) Shri Niraj Hans (COO- Sheet Metal & Allied Business)

CHANGE IN DIRECTORS & KMP

i) ShriVikrampati Singhania (DIN:00040659), wasappointed as Additional Director and Non-Executive Independent Director on the Board of the Company w.e.f., 09th August, 2023. At the 31st AGM held on 21st September, 2023, the members approved his appointment as an Independent Director of the Company for a term of 5 years i.e., from 09th August, 2023 to 08th August, 2028.

ii) Smt. Archana Capoor (DIN: 01204170), was re-appointed as Non-Executive Independent Director on the Board of the Company w.e.f., 05th November, 2023. At the 31st AGM held on 21st September, 2023, the members approved her re-appointment as an Independent Director of the Company for a second term of 5 years i.e., from 05th November, 2023 to 04th November, 2028.

iii) Shri Bharat Anand (DIN: 02806475), was re-appointed as Non-Executive Independent Director on the Board of the Company w.e.f, 12th August, 2024. At the 31st AGM held on 21st September, 2023, the members approved his reappointment as an Independent Director of the Company for a second term of 5 years i.e., from 12th August, 2024 to 11th August, 2029.

iv) Smt. Komal Malik, Company Secretary and Compliance Officer of the Company has resigned from the Company w.e.f, 15th January, 2024, vide resignation letter dated 28th December, 2023.

v) Shri Yashpal Jain, Chief Financial Officer of the Company was appointed as Company Secretary (ICSI Membership No. A13981) of the Company w.e.f., 09th February, 2024. Consequently, the new designation of Shri Yashpal Jain is Chief Financial Officer and Company Secretary.

vi) Shri Gulshan Ahuja (ICSI Membership No. A58924) was appointed as Deputy Company Secretary & Compliance Officer of the Company w.e.f., 09th February, 2024.

vii) The Board of Directors has designated the following individuals being Business Heads/ Chief Operating Officer(s) for all Four Business Verticals of the Company, in the capacity as Key Managerial Personnel w.e.f. 20th March, 2024:

a) Shri Gurvinder Jeet Singh Senior Advisor & Business Head/ Chief Operating Officer of Proprietary Business vertical.

b) Shri S Venkataraman Business Head/ Chief Operating Officer of Cabins & Fabrication Business vertical.

c) Shri Ajay Kumar Raghav Business Head/ Chief Operating Officer of Castings, Machining & Tooling Business vertical.

d) Shri Niraj Hans Business Head/ Chief Operating Officer of Sheet Metal & Allied Business vertical.

All the Non-Executive Independent Directors are qualified to be appointed/continued as such under the relevant provisions of the Act read with the rules made thereunder and Listing Regulations and shall not be subject to determination for retirement by rotation. In the opinion of the Board, all the Independent Directors possess requisite integrity, expertise and experience and are independent of the Management.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR AND TO THE DATE OF THE REPORT

Following changes occurred in the Board of Directors of the Company after the end of the financial year and to the date of the report.

i) Shri Dharmendar Nath Davar, resigned from the position of Chairman and Director of the Company w.e.f. 23rd May, 2024, due to health conditions. The resignation letter is available on the website of the Company and can be accessed via. following link: https://sandhargroup. com/uploads/Investor/resignation-of-shri-dharmendar-nath-davar.pdf . The Board in their meeting held on 23rd May, 2024 has taken on record the resignation of Shri Dharmendar Nath Davar and honored him with the distinguished title "Chairman - Emeritus”.

ii) Shri Jayant Davar was appointed and designated as Chairman and Chief Executive Officer (CEO) of the Company effective from 23rd May, 2024. From that date onwards, his designation in the Company is Chairman, Managing Director and CEO.

iii) Shri Arvind Kapur, Non-Executive Independent Director of the Company, completed his second and final term as Independent Director on 3rd July, 2024, and ceased to hold the position of Director from that date.

iv) Smt. Aabha Bakaya (DIN: 05131734) appointed as Additional Director (Non-Executive Independent Director) of the Company w.e.f. 08th August, 2024 for the first (1) term of five (5) consecutive years, subject to approval of members of the Company in the ensuing 32nd Annual General Meeting.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provision of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Sandeep Dinodia (DIN: 00005395), NonExecutive & Non Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment. Information as required under Regulation 36(3) of the Listing Regulations is provided in the Notice of 32^nd Annual General Meeting.

MEETINGS OF THE BOARD

Regular meetings of the Board were held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee meetings proposed to be held in the upcoming quarter(s) was circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board also passed some resolutions by circulation as required from time to time.

The Board/Committee meetings of the Company were conducted as per the provisions of the Act, the Listing Regulations and applicable Secretarial Standards. Information as mentioned in the Act, Schedule II to the Listing Regulations and all other material information, as decided by the management were placed for consideration of the Board. Details on the matters to be discussed along with relevant supporting documents, data and other information were furnished in the form of detailed agenda to the Board and the Committees concerned, to enable the directors to take critical decisions and to advise the management accordingly.

Information regarding the Board and its committees, including the meetings conducted throughout the year and the attendance records of individual directors/members, is provided in the Corporate Governance Report of the Company.

During the year under review, 5 (five) Board Meetings were held and the gap between the meetings were as per the period prescribed under the Act and Listing Regulations.

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1	25th May, 2023	10	10
2	09th August, 2023	10	10
3	09th November, 2023	11	11
4	08th February, 2024	11	10
5	20th March, 2024	11	8

Additionally, several Committee meetings were held during the Financial Year.

All recommendations made by the Audit Committee during the financial year 2023-24 were accepted by the Board.

The Board has constituted 7 (seven) committees in order to comply with the statutory guidelines and for the purpose of operational feasibility so as to assist the Board in discharging its duties and responsibilities. The committees report to the Board on their activities on periodic basis and the minutes of the committee meetings are provided to all Board members.

These committees are:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders Relationship Committee;

5. Share Transfer & Allotment Committee;

6. Finance & Strategy Committee; and

7. Risk Management Committee.

Details of composition, terms of reference and number of meetings held in Financial Year 2023-24 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various Committees have been accepted by the Board.

ANNUAL GENERAL MEETING

All the members of the Board, except Shri Dharmendar Nath Davar and Shri Vikrampati Singhania, attended the last Annual General Meeting ("AGM") of the Company held on Thursday, 21^st September, 2023 through Video Conference (VC)/Other Audio Visual Means (OAVM).

NOMINATION AND REMUNERATION POLICY

As per the Listing Regulations and the Act, the Company has established a Nomination & Remuneration Policy covering Directors'' Key Managerial Personnel and other employees appointment, remuneration and other matters outlined in Section 178(3) of the Act (highlighted features). These are succinctly disclosed here and in the Corporate Governance Report, which forms a part of this Annual report.

The remuneration policy for directors, key managerial personnel and other employees is also available on the Company’s website at https://sandhargroup.com/uploads/Investor/nomination-and-remuneration-policy_09082023.pdf

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of the Company and persons in the Senior Management. The Policy also lays down broad guidelines for performance evaluation of the Board as a whole and its Committees, individual Directors including the Chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

The Board affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board all the Independent Director are person of integrity and possess requisite qualification/ skills/ expertise required for their roles and they are independent of the Management.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

In terms of requirement of Regulation 25 of Listing Regulations and Schedule IV of the Act, the Independent Directors of the Company met separately on the 16^th February, 2024, without the presence of any Non-Independent Director and members of management, to carry out the evaluation of performance of the Non-Independent Directors (including the Chairman), the entire Board, the quality, quantity and timelines of the flow of Information between the Management and Board.

PERFORMANCE EVALUATION OF THE BOARD

In terms of the requirements of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken, where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees.

The Company has established a structured assessment process to evaluate the performance of the Board, its Committees and each Director, including the Chairperson. These evaluations are conducted confidentially, with Directors providing feedback through ratings based on various metrics.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05^th January, 2017. The Independent Directors at their separate meeting reviewed the performance of NonIndependent Directors and the Board as a whole, the Chairman of the Company after taking into account the views of other Non-Executive Directors, the quality, quantity and timeliness of flow of information between the Company’s management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

The overall performance evaluation exercise was completed to the satisfaction of the Board. The outcome of the evaluation was presented to the Board of Directors of the Company.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents and presentations to enable them to familiarise with the Company’s procedures and practices.

Periodic presentations are made at the Board Meetings on business and performance updates of the Company.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

With a view to familiarize the Independent Directors with the Company’s operations, as required under Regulation 25(7) of the SEBI Listing Regulations, 2015, the Company held familiarization programmes for the Independent Directors on an ongoing and continuous basis. Some of the familiarisation programme imparted to Independent Director are as follows:

1) Detailed presentation provided by Shri Yashpal Jain, Chief Financial Officer on overseas step down subsidiary and update on new project at Khed City, Pune, Maharashtra.

2) Update provided by Mazars India LLP on the Business Responsibility and Sustainability Reporting (BRSR).

3) Shri Gurvinder Jeet Singh, Senior Advisor and Business Head-Proprietary Business, delivered a brief presentation on mass production, new technology implementations, awarded projects and future product potential for Sandhar Pathredi plant.

Further the complete details of the familiarization programmes held for the Independent Directors is also placed on the website of the Company at

https://sandhargroup.com/uploads/Investor/familarization-

program-for-2023-24-2.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI Insider Trading Regulations), the Company has adopted a "Code of Conduct for Prohibition of Insider Trading”, which consist of 4 (four) parts mentioned below:

a. Code of Conduct for prohibition of Insider Trading;

b. Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information;

c. Policy for determination of Legitimate purpose; and

d. Policy on procedure of enquiry in case of leak of Unpublished Price Sensitive Information.

The management undertake various measures, inter-alia, trainings, regular communications to create awareness on Prevention of Insider Trading as per Code of Conduct for Prohibition of Insider Trading and the SEBI Insider Trading Regulations.

The Code of Conduct for Prohibition of Insider Trading and the Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information are formulated based on the principle that the Company''s directors and employees have a fiduciary duty, among other obligations, to prioritize the interests of shareholders over their own. This includes conducting personal securities transactions in a manner that avoids conflicts of interest. These codes establish mechanisms to ensure timely and comprehensive disclosure of Unpublished Price Sensitive Information (UPSI) to the investor community, enabling them to make well-informed investment decisions regarding the Company''s securities.

The Code of Conduct for Prohibition of Insider Trading prescribes the procedure for trading in securities of the Company and the disclosures to be made by the persons covered under the Insider Trading Policy with respect to their shareholding in the Company, both direct and indirect.

The Code of Conduct for prohibition of Insider Trading and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information have been uploaded on the Company''s website at https://sandhargroup.com/ uploads/Investor/5a-draft-code-of-conduct-for-pit.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) the Directors state that:

1. In the preparation of annual accounts for the year ended the 31st March, 2024, 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;

2. 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 as at the 31st March, 2024 and of the Profit of the Company for the year ended on that date;

3. The Directors have 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;

4. The Directors have prepared the Annual Accounts on a going concern basis;

5. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Control are adequate and operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company is committed to high ethical standards in its business transactions guided by its value systems. The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has from time to time framed and approved policies as required by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals.

Some of the key policies and their respective web links till date are as follows:

S. No.	Name of Policy	Web Link
1	Code of Conduct for Directors	https://sandhargroup.com/ uploads/Investor/policy-on-code-
	and Senior	of-conduct-for-bod-senior-mgt
	Management	new.pdf
2	Nomination and Remuneration	https://sandhargroup.com/ uploads/Investor/nomination-and-
	Policy	remuneration-policy 09082023.
		pdf
3	Determination of Materiality	https://sandhargroup.com/ uploads/Governance/sandahr
	and Dealing with Related Party	policy-for-determination-of- materiality-of-and-dealing-with-
	Transactions	related-party-transaction-1.pdf
4	Whistle Blower Policy	https://sandhargroup.com/ uploads/Investor/whistle-blower-
		policy_new.pdf
5	Independent	https://sandhargroup.com/assets/
	Directors Policy	img/investors/Independent- Director-Policy.pdf
6	Policy on determining Material	https://sandhargroup.com/ uploads/Investor/policy-for- determining-material-subsidiaries
	Subsidiaries	new.pdf
7	Code of Conduct for Prohibition of	https://sandhargroup.com/ uploads/Investor/5a-draft-code-
	Insider Trading	of-conduct-for-pit.pdf
8	Corporate Social Responsibility Policy	https://sandhargroup. com/uploads/Investor/csr- policy_08022023new.pdf
9	Policy for preservation of Documents	https://sandhargroup.com/ uploads/Investor/policy-on-preservation-archival-of-doc new.
	and Archival of Documents	pdf
10	Policy on familiarisation of Independent	https://sandhargroup. com/uploads/Investor/ familirization-for-independent-
	Directors	directors_08022023new.pdf
11	Policy for Determination of Materiality of	https://sandhargroup.com/ uploads/Investor/policy-on- determination-of-matriality-of-
	Events	events-or-information.pdf
12	Dividend Distribution Policy	https://sandhargroup.com/ uploads/Investor/dividend- distribution-policy_new.pdf
13	Policy on Risk Management	https://sandhargroup.com/ uploads/Investor/risk- management-policy-.pdf
14	Board Diversity Policy	https://sandhargroup.com/ uploads/Investor/board-diversity-
		policy_03022023_new.pdf

Other Policies/Criteria/Announcements are available on the Company’s website on the link https://sandhargroup.com/ investors/investors

RISK MANAGEMENT

Risk management is integral to the Company’s strategy and for the achievement of the long-term goals.

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Risk Management Committee of the Company has been entrusted by the Board with the responsibility to formulate and monitor the Risk Management Policy and Framework. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Company also has in place a duly approved Risk Management Policy.

The Company emphasizes on the risks that threaten the achievement of business objectives. The Company has adopted the mechanism for periodic assessment to identify, analyze and mitigate the risks.

The Risk Management Policy of the Company is available on the website of the Company at https://sandhargroup.com/ uploads/Investor/risk-management-policy-.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented Vigil Mechanism / Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or directly to the Managing Director of the Company, as the case may be.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://sandhargroup.com/uploads/Investor/whistle-

blower-policy_new.pdf.

HUMAN RESOURCE DEVELOPMENT

Employees are our most valuable resource driving the Company to unparalleled excellence in the automobile business. As a strategic business partner, your Company’s HR practices are in alignment with its vision to be a global leader in the integrated automobile business. Our HR vision is to build and nurture a world class human capital for leadership in automobile business, by continuously innovating and adopting best-in-class HR practices to support business leaders through engaged, empowered and enthused employees.

As of 31^st March, 2024, SANDHAR employed 1662 individuals on roll. The Company empowers these dedicated individuals through its HR strategies, which prioritize workforce planning, talent acquisition, performance management, learning and development, career advancement, succession planning, leadership development and the enhancement of employee experience and engagement. This is accomplished by offering top-tier employee facilities, welfare benefits and fostering a conducive work environment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing Particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure-G” of this Annual Report.

Further, a statement containing particulars of top 10 employee as required under section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. However, in terms of second proviso of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Corporate Office of the Company during business hours on working days 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, whereupon a copy would be sent.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaint Committees (ICC), to consider and resolve the complaints related to sexual harassment. All employees (permanent, contractual, temporary, trainees, etc.) and visitors are covered under the said Policy. The ICC includes external members with relevant experience. The ICC work extensively on creating awareness on relevance of sexual harassment issues. The employees are required to undergo a training on POSH to sensitize themselves and strengthen their awareness.

During the Financial Year under review, the Internal Complaint Committee received no complaint of sexual harassment.

AUDITORS & AUDITORS'' REPORT

STATUTORY AUDITORS

M/s. BSR & Co. LLP, Chartered Accountants (Firm’s Registration No. 101248W/W-100022), were re-appointed as the Statutory Auditor of the company for the tenure of five years commencing from the conclusion of the 30^th Annual General Meeting of the company until the conclusion of the 35^th Annual General Meeting to be held in year 2027.

The Auditors’ Report for the Financial Year 2023-2024 including report on Internal Financial Controls, are self-explanatory and does not carry any observation/qualification/ adverse remarks etc. or infirmity in the Company’s affairs.

SECRETARIAL AUDITORS

Pursuant to provision of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors re-appointed M/s K.K. Sachdeva & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the year ended 31^st March, 2024.

The Report of the Secretarial Audit is annexed herewith as “Annexure-H”. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Further, Board of Directors upon recommendation of the Audit Committee has approved the re-appointment of M/s. K.K. Sachdeva & Associates, as the Secretarial Auditor of the Company for the financial year 2024-25.

INTERNAL AUDITORS

The Board on the recommendation of Audit Committee approved the re-appointment of M/S GSA & Associates, LLP, Chartered Accountants, Internal Auditors (Firm’s Registration No. 000257N/N500339), for conducting the Internal Audit of the Company for the Financial Year 2024-2025.

COST AUDITORS

The cost records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

M/s. Satija & Co., Cost Accountants (Firm Registration No. 004907) was the Cost Auditors of the Company for the FY 2023-24 & 2022-23. The cost audit report for the FY 202223 submitted by the said Cost Auditors during the FY 202324 does not contain any qualification, reservation or adverse remark. Also the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2022-23.

The Board of Directors upon recommendation of the Audit Committee has re-appointed M/s. Satija & Co., Cost Accountants (Firm Registration No. 004907), as the Cost Auditors for FY 2024-25.

A resolution seeking approval of the members for ratification of the remuneration payable to the Cost Auditors for FY 202425 is provided in the Notice of the ensuing Annual General Meeting.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company’s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Board has established comprehensive policies and procedures to govern the orderly and efficient conduct of its business ensuring adherence to Company’s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures.

The Company’s internal control systems as laid down are adequate and commensurate with the nature of its business, the size and the complexity of its operations. To further strengthen the internal control system, the Company has a well-established internal audit mechanism. The internal audit is carried out by external independent auditors. The Internal Auditors periodically reviews operational compliances in accordance with documented policies and procedures and evaluates their effectiveness and efficacy in ensuring robust internal control.

The statutory auditors of the Company have audited the financial statements included in this Annual Report and have issued an attestation report on the Company’s internal control over financial reporting (as defined in section 143 of the Companies Act, 2013).

INVESTOR EDUCATION & PROTECTION FUND

During the financial year under review, the Company was not required to transfer any funds and equity shares to the investor education and protection fund as per the provisions of Section 125 of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the Financial Year ended 31st March, 2024, describing the initiatives taken by the Company from an Environment, Social and Governance perspective in prescribed format as stipulated under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as “Annexure-I”.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS DISCLOSURES IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

During the year under review, Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board of Directors / Committee Meetings and General Meetings.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Act read with the rules made thereunder, the copy of the Annual Return (MGT-7) is available on the website of the Company at https:// sandhargroup.com/investors/annual-return.

LISTING ON STOCK EXCHANGE

The Company’s shares are listed on BSE Limited and the National Stock Exchange of India Limited.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company’s objectives, projections, estimates and expectations, may constitute ''forward looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

PERSONNEL & INDUSTRIAL RELATIONS

Cordial atmosphere across functional verticals / units contributed, to the overall satisfactory performance of the Company. The Directors place on record their deep appreciation of the inspiring and motivating leadership provided by the Chairman, Managing Director & CEO, ably supported by Chief Financial Officer and Company Secretary and the commendable team work done by the executives, staff and workers at all levels in various units at different locations.

PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Financial Year 2023-24, no proceedings were initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2023-24, Company has not made any one-time settlement with the banks or financial institutions and there was no difference between the valuation of loan taken from the Bank or Financial Institution, therefore, the same is not applicable to the company.

OTHER DISCLOSURES

The Managing Director & CEO of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn’t have any holding Company;

APPRECIATION

Your Directors extend their gratitude to the various statutory authorities, departments, organizations and agencies for their continued assistance and cooperation. They also gratefully acknowledge all stakeholders of the Company, including shareholders, customers, dealers, vendors, banks and other business partners, for their excellent support throughout the year. The Directors sincerely appreciate and commend all employees of the Company for their unwavering commitment and ongoing contributions to its success.

For and on behalf of the Board of Directors of Sandhar Technologies Limited

Jayant Davar

Chairman, Managing Director and CEO DIN: 00100801

Place: Gurugram, Haryana Date: 08th August, 2024

---

Mar 31, 2023

The Directors of the Company take pleasure in presenting the 31st Annual Report on the business and operations of the Company together with Financial Statements for the Financial Year ended the 31st March, 2023.

OPERATIONS - FINANCIALS

The summarized standalone and consolidated financial results of the Company for the Financial Year ended the 31st March, 2023 as compared to the previous year are as under:

(Rs. in Lacs)
Corresponding figures for the previous year have been	Standalone		Consolidated
regrouped / recast wherever necessary to correspond to current year / year Classification	Financial Year		Financial Year
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue and other Income (Net of GST)	2,40,976.20	1,94,616.64	2,92,140.02	2,33,068.34
EBITDA as per Financial Statement	21,694.56	17,111.04	26,157.94	21,300.95
Less: Financial Expenses	(1,550.96)	(942.75)	(3,577.90)	(1,771.03)
Profit before Exceptional Items, Depreciation & Tax	20,143.60	16,168.28	22,580.03	19,529.92
Less: Depreciation	(8,444.27)	(7,426.26)	(12,152.35)	(10,003.23)
Profit Before Exceptional Items and Tax Provisions	11,699.33	8,742.03	10,427.68	9,526.69
Less: Share of loss in jointly controlled entities	-	-	(280.81)	(1,271.59)
Less: Exceptional items	(304.33)	(110.36)	(110.47)	(110.86)
Less: Tax Provisions	(3,017.08)	(2,488.99)	(2,680.74)	(2,551.31)
Net Profit After Tax Provisions	8,377.92	6,142.68	7,355.66	5,592.93
Add: Other Comprehensive Income/(Expense)	(133.73)	(220.43)	210.88	489.85
Less: Profit attributable to Non-controlling interest	-	-	(59.19)	(18.07)
Less: Appropriations:
Dividend	(1,354.29)	(601.91)	(1,357.30)	(607.93)
Adjustment on account of conversion of Joint Venture into Subsidiary	-	-	1.00	(0.13)
Balance carried forward in Balance Sheet	6,889.90	5,320.34	6151.05	5,456.65

INDUSTRY UPDATE

The Indian automobile industry is setting out on a journey with hopes for a sustained growth momentum in 2023, having witnessed a strong comeback from the COVID-led downturn this year.

While the passenger vehicles (PV) segment is set for record sales in 2023 despite the lingering effects of supply chain constraints and semiconductor shortages, the two-wheeler space is yet to see sustained sales buoyancy after having suffered for most of the year.

The three-wheelers and commercial vehicles segments have also witnessed good growth in 2022-2023 compared to 2021-2022, albeit on a low base of last year, which was affected by the second wave of COVID-19 and manufacturers will be keen to carry forward the momentum.

As per the industry observers, 2023-2024will also see acceleration in adoption of electric vehicles, which has already started taking root in 2022-2023, especially in the two-wheelers segment.

Besides, rising interest rates and not so bright global economic situation and its impact on India in the days to come are some of the factors which are keeping the industry in a cautious mode.

STATE OF COMPANY''S AFFAIRS

Detailed discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), is presented in a separate section forming part of the Annual Report.

Further, during the year under review, there was no change in the nature of business of the Company.

AMOUNT TRANSFERRED TO RESERVE

During the Period under review, the Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

DIVIDEND

The Board of Directors at their meeting held on 25th May, 2023, recommended payment of Rs. 2.50 (Rupees two and fifty paisa only) per equity share of Rs. 10 (Rupees ten only) each as final dividend for the Financial Year 2022-2023. The payment of Final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM") of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations") is available on the Company’s website at https://sandhargroup.com/uploads/Investor/dividend-distribution-policy_new.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (the “Act"), Regulation 33 of the Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements (“CFS") of the Company for the Financial Year 202223, together with the Auditors’ Report forms part of the Annual Report. In accordance with Section 136 and other applicable provisions of the Act, the Audited Financial Statements and related information of the Company and the separate Financial Statements of each of the Subsidiary Companies, are available on the Company’s website at https://sandhargroup.com.

The Board of Directors reviewed the affairs of the subsidiaries in accordance with Section 129(3) of the Act. Consolidated Financial Statement together with the Auditor’s Report form part of the Annual Report.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 7,000.00 Lacs divided into 6800.00 Lacs Equity Shares of Rs. 10/- (Rupees ten only) each and 2.00 Lacs Preference Shares of Rs. 100/- (Rupees hundred only) each.

The Paid up Capital of the Company is Rs. 6,019.07 Lacs divided into 601.91 Lacs Equity Shares of Rs. 10/- (Rupees ten only) each.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

Further, the Company has not bought back any of its securities during the year under review.

SUBSIDIARIES AND JOINT VENTURES

During the year under review, no new Subsidiary or Joint Venture

Company has been incorporated.

The Group consist of following Subsidiaries and Joint Ventures:

Subsidiaries:

i. Sandhar Technologies Barcelona S.L (overseas Subsidiaries)

ii. Sandhar Engineering Private Limited

iii. Sandhar Tooling Private Limited

iv. Sandhar Automotive Systems Private Limited¹

v. Sandhar Auto Castings Private Limited²

vi. Sandhar Auto Electric Solutions Private Limited

Step down subsidiaries:

i. Sandhar Technologies de Mexico, S de RL de CV³

ii. Sandhar Technologies, Poland, Sp. Zoo³

iii. Sandhar Technologies Ro SRL (Romania)³

iv. Sandhar Auto Electric Technologies Private Limited⁴

Joint Ventures:

i. Sandhar Han Sung Technologies Private Limited

ii. Jinyoung Sandhar Mechatronics Private Limited

iii. Sandhar Amkin Industries Private Limited⁵

iv. Kwangsung Sandhar Technologies Private Limited Kwangsung Sandhar Automotive Systems Private Limited (Subsidiary of Kwangsung Sandhar Technologies Private Limited)

v. Sandhar Whetron Electronics Private Limited

vi. Winnercom Sandhar Technologies Private Limited

vii. Sandhar Han Shin Auto Technologies Private Limited

viii. Sandhar Han Shin Automotive Private Limited⁶

Notes:

1. Sandhar Automotive Systems Private Limited was formerly known as Sandhar Daewha Automotive Systems Private Limited.

2. Sandhar Auto Castings Private Limited was formerly known as Sandhar Daeshin Technologies Limited.

3. Sandhar Technologies, Poland, SP. Zoo, Sandhar Technologies de Mexico S de RL de CV and Sandhar Technologies Ro SRL(Romania) are the subsidiaries of Sandhar Technologies Barcelona S.L.

4. Sandhar Auto Electric Technologies Private Limited (formerly known as Daewha India Private Limited) is the subsidiary of Sandhar Automotive Systems Private Limited.

5. Sandhar Amkin Industries Private Limited is treated as Joint Venture Company for the purpose of preparation of financial statements as required under Ind-AS. However, the Shareholding of Sandhar Technologies Limited in this Company exceeds 50%, therefore, as per the provisions of Companies Act, 2013, it is treated as Subsidiary.

6. Sandhar Han Shin Automotive Private Limited is under process of Striking off.

7. During the Financial Year 2022-2023:

i. Sandhar ECCO Green Energy Private Limited was Liquidated in accordance with Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 9 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, vide National Company Law Tribunal’s (“NCLT"), New Delhi Bench (Court-V) order dated 10th February, 2023.

ii. The applications made to Registrar of Companies, Delhi and Haryana for striking off of Sandhar Strategic Systems Private Limited (Wholly Owned Subsidiary of Sandhar Technologies Limited), Sandhar Daeshin Auto Systems Private Limited (Joint Venture of Sandhar Technologies Limited) and Sandhar Autotech Private Limited (Step-down Subsidiary of Sandhar Technologies Limited) were approved during the year w.e.f. 18th October 2022, 18th October 2022, 11th January 2023, respectively. In effect and in accordance with sub-section (5) of Section 248 of the Act, the Companies had been struck off from the Register of Companies.

A separate statement containing the salient features of Financial Statements of Subsidiaries, Joint Ventures of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statement, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the Rules issued thereunder.

Further, pursuant to the provisions of Section 136 of the Act the Financial Statements of the company, Consolidated Financial Statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the company at www.sandhargroup.com .

Details of subsidiaries of the Company and their performance are covered in Management Discussion and Analysis Report forming part of the Annual Report.

CAPEX AND LIQUIDITY

During the Fiscal Year, Company spent Rs. 9,593.88 Lacs on Capex and Investments in Subsidiaries and Joint Ventures. Despite this significant spent, the Company was able to keep the gross debt level stable during the year.

Cash and Cash Equivalents at the Consolidated level as at the 31st March, 2023 was Rs. 651.23 Lacs vis-a-vis Rs. 410.39 Lacs in the previous Fiscal Year.

DEPOSITS

The Company has not accepted any deposits, thus far, within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As per Section 134(3)(g) of the Act, particulars of Loans, Guarantees and Investments made during the Financial Year 2022-2023, under the provisions of Section 186 of the Act, along with the details of purpose for which the loan or guarantee or security was proposed to be utilised by the recipient of the loan or guarantee or security, are provided in Note no. 33 of the Financial Statements.

The Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

RELATED PARTY TRANSACTION

In line with the provisions of Section 188(1) of the Act and Listing Regulations, all Related Party contracts/arrangements/ transactions entered by the Company during the Financial Year has been in the ordinary course of business and on arm’s length basis, with Audit Committee having a domain role.

Also, during the Financial Year, the Company has not entered any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for the Financial Year 2022-23 and hence does not form part of the report.

The SEBI vide amendments to the Listing Regulations had introduced substantial changes in the related party transaction framework, inter alia, by enhancing the purview of the definition of related party, and overall scope of transactions with related parties effective 1st April, 2022 or unless otherwise specified in the amendment.

The Board of Directors on recommendations of the Audit Committee approved the revised “Policy for determination of materiality of and dealing with Related Party Transactions" and the Related Party framework of the Company to align it with the amendments notified by SEBI.

The Company’s Policy on dealing with and materiality of Related Party Transactions is available on the website of the Company at https://sandhargroup.com/uploads/Governance/sandahr_policy-for-determination-of-materiality-of-and-dealing-with-related-party-transaction-1.pdf.

Related Party Transactions were disclosed to the Board on regular basis. Details of Related Party Transactions may be referred to in Note No. 32 of the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENT

In accordance with the Section 134(3)(i) of the Act, there were no significant or material changes in the operations, commitment, affecting the financial position of the Company which have occurred between the end of Financial Year 2022-2023 and date of this Report.

IN-HOUSE R & D DIVISION

Sandhar Centre for Innovative & Development is a purpose driven team bringing about consistent breakthroughs in product innovation besides strongly partnering with all other internal stakeholders to create value for the overall organization with an aim to provide unique solutions to the consumers and development of cutting-edge technologies.

INFORMATION TECHNOLOGY

The Company continues to take full advantage of Information Technology, leveraging it as a source of competitive advantage. As in earlier years, the enterprise wide Oracle ERP platform forms the backbone of IT and encompasses all core business processes in the Company and also provides a comprehensive data warehouse with analytics capability that helps in better and speedier decisions.

Multiple new initiatives have been taken, to ensure that the investments in creation, maintenance and upgradation of IT Infrastructure is kept at optimal level and relevant new technologies are adopted to facilitate risk mitigation, ensuring business continuity, achieve scalability in operations and ensuring that data security and privacy are not compromised.

Company has already upgraded its ERP platform from on premise Oracle EBS to Cloud based Oracle Fusion Technology Platform, which covers all core business processes including end-to-end solution for digital expense management giving employees easy data entry options, and financial managers detailed spend information and policy-driven control.

CORPORATE GOVERNANCE

Sandhar’ philosophy of Corporate Governance is built on a foundation of sound business ethics, fairness, and trust in dealing with all stakeholders.

The Company’s affairs are managed in a fair and transparent manner. This is vital to continue to gain and retain the trust of its stakeholders. The Company believes that Corporate Governance is the bedrock for fostering a state-of-the-art and future ready organisation delivering and sustainable growth.

In dealing with external stakeholders, the Company believes in maintaining complete transparency with timely exchange of information. The leadership in the Company sets the tone through their actions and this ensures that the organisation remains true to its culture and values in letter and spirit.

Detailed compliances with the provisions of the Listing Regulations and the Act for the year 2022-2023 are given in Corporate Governance Report, which is attached and forms part of this report. The Certificate from M/s K.K. Sachdeva & Associates, Practicing Company Secretary, confirming the compliance of Corporate Governance norms is attached thereto.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company’s policy is to maintain an optimum combination of Executive and Non-Executive Directors on the Board.

As on 31st March, 2023, the composition of the Board and Key Managerial Personnel(s) is as follow:

Category of the Director(s)/KMP	Name of the Director(s) KMP
Non-Executive & Non Independent Directors	Shri. Dharmendar Nath Davar (Chairman)
Smt. Monica Davar
Shri. Neel Jay Davar
Shri. Sandeep Dinodiai
Executive Director	Shri. Jayant Davar (Co-Chairman & Managing Director)
Non-Executive	Shri. Arvind Kapur
Independent Directors	Smt. Archana Capoor
	Shri. Vimal Mahendru
	Shri. Bharat Anand
	Shri. Arjun Sharma
	Shri. Mohan Lal Bhagat"
Key Managerial Personnel (KMP)	Shri. Yashpal Jain, Chief Financial Officer Smt. Komal Malik, Company Secretary and Compliance Officer

CHANGE IN DIRECTORS & KMP

i. Shri. Sandeep Dinodia (DIN: 00005395) was appointed as Additional Director (Non-Executive & Non Independent Director) w.e.f. 02nd February, 2022 and thereafter regularised at the 17th Extra-Ordinary General Meeting held on the 28th April, 2022.

ii. Shri. Mohan Lal Bhagat (DIN: 00699750), Non-Executive Independent Director resigned from the Board w.e.f the 10th day of November, 2022 due to his busy schedule and travel plans. There was no other material reason(s) for his resignation except those disclosed in the resignation letter.

All the Non-Executive Independent Directors are qualified to be appointed/continued as such under the relevant provisions of the Act read with the rules made thereunder and Listing Regulations, and shall not be subject to determination for retirement by rotation. In the opinion of the Board, all the Independent Directors possess requisite integrity, expertise and experience and are independent of the Management.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provision of Section 152 of the Companies Act, 2013 and the Article of Association of the Company, Smt. Monica Davar (DIN: 00100875), Non-Executive & Non Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment. Information as required under Regulation 36(3) of the Listing Regulations is provided in the Notice of 31st Annual General Meeting.

MEETINGS OF THE BOARD

Regular meetings of the Board were held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/Committee meetings proposed to be held in the upcoming quarter(s) was circulated to the Directors in advance to enable them plan

their schedule for effective participation in the meetings. Due to business exigencies, the Board also passed some resolutions by circulation as required from time to time.

TheBoard/Committeemeetings of the Company were conducted as per the provisions of the Act, the Listing Regulations and applicable Secretarial Standards. Information as mentioned in the Act, Schedule II to the Listing Regulations and all other material information, as decided by the management were placed for consideration of the Board. Details on the matters to be discussed along with relevant supporting documents, data and other information were furnished in the form of detailed agenda to the Board and the Committees concerned, to enable directors take critical decisions and to advise the management accordingly.

Details regarding information furnished to the Board members, number of Committee and Board meetings held during the year along with attendance record of each director is disclosed in the Corporate Governance Report of the Company.

During the year under review, 4 (four) Board Meetings were held and the gap between the meetings was as per the period prescribed under the Act and Listing Regulations.

S. No.		Date of Board Meeting		Board Strength		No. of Directors Present
1.		18th May, 2022		11		9
2.		03rd August, 2022		11		11
3.		10th November, 2022		11		9
4.		09th February, 2023		10		7

Additionally, several Committee meetings were held during the Financial Year.

All recommendations of Audit Committee have been accepted by the Board during the Financial Year 2022-2023.

The detailed information on the meetings of the Committees are included in the Report on Corporate Governance, which forms part of this Annual Report.

ANNUAL GENERAL MEETING

All the members of the Board, except Shri. Mohan Lal Bhagat, attended the last Annual General Meeting (“AGM”) of the Company held on 22nd September, 2022 through Video Conference (VC)/ Other Audio Visual Means (OAVM).

NOMINATION AND REMUNERATION POLICY

In terms of Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of

performance of Board as a whole, Committees of the Board, individual Directors including the Chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

The same is available on the website of the Company at https://sandhargroup.com/uploads/Investor/nomination-and-remuneration-policy_new.pdf.

During the Financial Year under review, various policies pertaining to Appointment, Remuneration, Evaluation of Directors, Key Managerial Personnel and Senior Management/ other Employees were clubbed and replaced with Nomination and Remuneration Policy.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director as per the provisions of Section 149(7) of the Act read with Regulation 25(8) of Listing Regulations, that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company or to qualify under the Act and the relevant regulations.

In the opinion of the Board all the Independent Director are person of integrity and possess requisite qualification/ skill/ expertise required for their roles and they are independent of the Management.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

In terms of requirement of Regulation 25 of Listing Regulations and Schedule IV of the Act, the Independent Directors of the Company met separately on the 17th February 2023, without the attendance of any Non-Independent Director and member of management to carry out the evaluation of performance of NonIndependent Directors (including the Chairman), the entire Board, the quality, quantity and timelines of the flow of Information between the Management and Board.

PERFORMANCE EVALUATION OF THE BOARD

In terms of the requirements of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees.

The Company has a structured assessment process for evaluation of performance of the Board, its Committees and individual performance of each Director including the Chairperson. The evaluations are carried out in a confidential manner and the Directors provide their feedback by rating based on various metrics.

The Independent Directors at their separate meeting reviewed the performance of: Non-Independent Directors and the Board as a whole, the Chairman of the Company after taking into account

the views of other Non Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The overall performance evaluation exercise was completed to the satisfaction of the Board. The outcome of the evaluation was presented to the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The Board has constituted 7 (seven) committees in order to comply with the statutory guidelines and for the purpose of operational feasibility so as to assist the Board in discharging its duties and responsibilities. The committees report to the Board on their activities on periodic basis and the minutes of the committee meetings are provided to all Board members. These committees are:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee.

6. Finance Committee; and

7. Share Transfer & Allotment Committee.

The details with respect to the composition, terms of reference, number of meetings held etc. of these Committees are given in the Report on Corporate Governance, which forms part of this Annual Report.

During the Financial Year under review, all the recommendations of Committees have been accepted by the Board of Directors.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICESENSITIVE INFORMATION

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“SEBI Insider Trading Regulations"), the Company has adopted a “Code of Conduct for Prohibition of Insider Trading", which consist of 4 (four) parts mentioned below:

a. Code of Conduct for prohibition of Insider Trading;

b. Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information;

c. Policy for determination of Legitimate purpose; and

d. Policy on procedure of enquiry in case of leak of Unpublished Price Sensitive Information.

The management undertake various measures, inter-alia, trainings, regular communications to create awareness on Prevention of Insider Trading as per Code of Conduct for Prohibition of Insider Trading and the SEBI Insider Trading Regulations.

The Code of Conduct for Prohibition of Insider Trading and Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information are drawn up on the principle that the Company’s directors and employees owe a fiduciary duty, amongst others, to the shareholders of the Company to place the interest of shareholders above their own and conduct their personal securities transactions in a manner that does not give rise to any

conflict of interest. These codes lays down the mechanism for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information (“UPSI") to the investor community by the Company to enable them make informed investment decisions with regard to its securities.

The Code of Conduct for Prohibition of Insider Trading prescribes the procedure for trading in securities of the Company and the disclosures to be made by the persons covered under the Insider Trading Policy with respect to their shareholding in the Company, both direct and indirect.

The Code of Conduct for prohibition of Insider Trading and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information have been uploaded on the Company’s website at https://sandhargroup.com/uploads/Investor/5a-draft-code-of-conduct-for-pit.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) the Directors state that:

1. In the preparation of annual accounts for the year ended the 31st March, 2023, 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;

2. 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 as at the 31st March, 2023 and of the Profit of the Company for the year ended on that date;

3. The Directors have 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;

4. The Directors have prepared the Annual Accounts on a going concern basis;

5. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Control are adequate and operating effectively; and

6. The Directors have devised Proper systems has been devised to ensure compliance with the provisions of all the applicable laws.

POLICIES OF THE COMPANY

The Company is committed to high ethical standards in its business transactions guided by its value systems. The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has from time to time framed and approved policies as required by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals.

Some of the key policies and their respective web links till date are as follows:

S. Name & Web Link

No.

1. Code of Conduct for Directors and Senior Management https://sandhargroup.com/uploads/Investor/policy-on-code-of-conduct-for-bod-senior-mgt_new.pdf

2. Nomination and Remuneration Policy https://sandhargroup.com/uploads/Investor/nomination-and-remuneration-policy_new.pdf

3. Determination of Materiality and Dealing with Related Party Transactions

https://sandhargroup.com/uploads/Governance/sandahr_policy-

for-determination-of/materiality-of-and-dealing-with-related-

party-transaction-1.pdf

4. Whistle Blower Policy https://sandhargroup.com/uploads/Investor/whistle-blower-policy.pdf

5. Independent Director Policy https://sandhargroup.com/assets/img/investors/Independent-Director-Policy.pdf

6. Policy on determining Material Subsidiaries

https://sandhargroup.com/uploads/Investor/policy-for-determining-material-subsidiaries.pdf

7. Code of Conduct for Prohibition of Insider Trading https://sandhargroup.com/uploads/Investor/5a-draft-code-of-conduct-for-pit.pdf

8. Corporate Social Responsibility Policy https://sandhargroup.com/uploads/Investor/csr-policy_08022Q23new.pdf

9. Policy for preservation of Documents and Archival of Documents

https://sandhargroup.com/uploads/Investor/policy-on-

preservation-archival-of-doc_new.pdf

10. Policy on familiarisation of Independent Directors https://sandhargroup.com/uploads/Investor/familirization-for-independent-directors_08022023new.pdf

11. Policy for Determination of Materiality of Events https://sandhargroup.com/uploads/Investor/policy-on-determination-of-materiality-of-events.pdf

12. Dividend Distribution Policy https://sandhargroup.com/uploads/Governance/policy-on-dividend-distribution.pdf

13. Policy on Risk Management https://sandhargroup.com/uploads/Investor/policy-on-risk-management_new.pdf

14. Board Diversity Policy https://sandhargroup.com/uploads/Investor/board-diversity-policy_03022023_new.pdf

Other Policies/Criterias/Announcements are available on the Company’s website on the link https://sandhargroup.com/investors/investors.

RISK MANAGEMENT

Risk management is integral to the Company’s strategy and for the achievement of the long-term goals.

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Risk Management Committee of the Company has been entrusted by the Board with the responsibility to formulate and monitor the Risk Management Policy and Framework. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Company also has in place a duly approved Risk Management Policy.

The Company emphasizes on the risks that threaten the achievement of business objectives. The Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigate the risks.

The Risk Management Policy of the Company is available on the website of the Company at https://sandhargroup.com/uploads/Investor/policy-on-risk-management_new.pdf

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents and presentations to enable them to familiarise with the Company’s procedures and practices.

Periodic presentations are made at the Board Meetings on business and performance updates of the Company.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

With a view to familiarize the Independent Directors with the Company’s operations, as required under Regulation 25(7) of the Listing Regulations, the Company held familiarization programmes for the Independent Directors on an ongoing and continuous basis.

The details of the familiarization programmes held for the Independent Directors is placed on the website of the Company at https://sandhargroup.com/uploads/Investor/stl_familiarisation-programme_fy-2022-23-1.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented Vigil Mechanism / Whistle Blower policy and the oversight of the same is with Audit Committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or directly to the Managing Director of the Company, as the case may be.

The detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://sandhargroup.com/uploads/Investor/whistle-blower-policy_new.pdf

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has Zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees, etc.) and visitors are covered under the said Policy. An Internal Complaint Committee (ICC) has also been set up to redress complaint received on sexual harassment.

During the Financial Year under review, the Internal Complaints Committee received no complaint of sexual harassment.

AUDITORS & AUDITORS'' REPORT STATUTORY AUDITOR

M/s. BSR & Co. LLP, Chartered Accountants (Firm’s Registration No. 101248W/W-00022), were re-appointed as the Statutory Auditors for the period of five years commencing from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting to be held in year 2027.

The Auditors’ Reports for the Financial Year 2022-2023 including report on Internal Financial Controls, are self-explanatory and does not carry any observation/qualification/ adverse remarks etc. or infirmity in the Company’s affairs.

SECRETARIAL AUDITORS

As required u/s 204 of the Act and rules hereunder, M/s K.K Sachdeva & Associates, Practicing Company Secretaries shall be re-appointed as the Secretarial Auditors of the Company to conduct Secretarial Audits for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is set out in Annexure-I to this report. The Secretarial Audit Reports is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

INTERNAL AUDITORS

The Board on the recommendation of Audit Committee approved the appointment of M/s GSA & Associates, LLP, Chartered Accountants, Internal Auditors (Firm’s Registration No. 000257N/ N500339), for conducting the Internal Audit of the Company for the Financial Year 2023-2024.

COST AUDITORS

The cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, as required by the Company were made and maintained by the Company for Financial Year 2022-23.

Further, based on the recommendations of the Audit Committee, the Board has approved the re-appointment of M/s. Satija & Co., as the Cost Auditors of the Company for the Financial Year 2023-24. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, Member’s ratification

for the remuneration payable to M/s. Satija & Co., Cost Auditors shall be placed at the ensuing AGM.

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Company’s internal control systems as laid down are adequate and commensurate with the nature of its business, the size and the complexity of its operations. These are tested and certified by Statutory as well as Internal Auditors and cover all factories and key areas of business. Significant audit observations and follow up action thereon are reported to the Audit Committee. The Audit Committee, as aforesaid, reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening and adequacy of the Company’s Risk Management policies and systems.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing Particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- II of this Annual Report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) read with Rule 5(3) of the aforesaid Rules forms part of this Report. However, in terms of second proviso of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days 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, whereupon a copy would be sent.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

At Sandhar, CSR encompasses much more than social outreach programmes. Over the years, the Company has aligned its business processes and goals to make a more deep-rooted impact on the society’s sustainable development. In accordance with the requirements of Section 135 of the Act, the Company has constituted a CSR Committee. The composition of the CSR Committee is provided in the Report on CSR Activities and Corporate Governance Report, which forms part of this Report.

The Corporate Social Responsibility Policy (“CSR Policy") adopted by Board is available on the Company’s website at h tt ps ://sa ndhargroup.com/uploads/Investor/csr-policy_08022023new.pdf The Policy recognizes that Corporate Social Responsibility is a commitment to support initiatives that measurably improve the lives of underprivileged.

The Policy lays emphasis on transparent monitoring mechanism for ensuring implementation of the projects undertaken/ proposed to be undertaken by the Company in accordance with the overall objective of the CSR policy.

A detailed report on CSR initiative of the Company in prescribed format forms part of this Report as Annexure III.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INFLOW AND OUTFLOW AND R&D

The information pertaining to conservation of Energy, Technology Absorption and Foreign Exchange Inflow and Outflow and Research & Development activities carried on by the Company pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure IV.

INVESTOR EDUCATION & PROTECTION FUND

The Company was listed w.e.f. 02nd April, 2018, Since, the Company has not completed 7 Years from its Listing, the provisions of Section 124 & 125 of the Companies Act, 2013 with relation to transfer of amounts and shares to the Investors Education & Protection Fund (“IEPF") is not applicable to the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Securities and Exchange Board of India (‘SEBI’) vide Circular SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (“BRSR”). BRSR is a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from Business Responsibility Report from Financial Year 2022-23 onwards.

Accordingly, the Business Responsibility and Sustainability Report as stipulated under Regulation 34 (2) (f) of Listing Regulations, is presented in a separate section forming part of the annual report.

CREDIT RATINGS

The Company has not issued any debt instruments and did not have any fixed deposit programme or any scheme or proposal involving mobilisation of funds in India or abroad during the Financial Year ended 31st March, 2023.

Further, during the year under review India Rating & Research, a credit rating agency registered with SEBI has reaffirmed the credit ratings as follows:

S. No.	Name of Facilities	Credit Rating
1.	Issuer Rating	Long Term Ratings: IND AA-/ Stable
2.	Term loan	Long Term Ratings: IND AA-/ Stable
3.	Fund-based working capital limits	Long/Short Term Rating: IND AA-/ Stable/ IND A1
4.	Non-Fund-based working capital limits	Long/Short Term Rating: IND AA-/ Stable/ IND A1
5.	Commercial Paper	Short Term Rating: IND A1

MATERIAL ORDERS DISCLOSURES IMPACTING THE GOING CONCERN STATUS AND OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

During the year under review, Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board of Directors / Committee Meetings and General Meetings.

ANNUAL RETURN

Pursuant Section 92(3) and 134(3)(a) of the Act read with the rules made thereunder, the copy of the Annual Return (MGT-7) is available on the website of the Company at https://sandhargroup.com/investors/annual-return.

REPORTING OF FRAUD BY THE AUDITOR

In terms of Section 134(3)(ca) report by the Board of Directors is required to include the details in respect of frauds reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013, other than those which are reportable to the Central Government.

During the year under review, no fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

PERSONNEL & INDUSTRIAL RELATIONS

Cordial atmosphere across functional verticals / units contributed, to the overall satisfactory performance of the Company. The Directors place on record their deep appreciation of the inspiring and motivating leadership provided by the Co-Chairman & Managing Director, ably supported by Chief Financial Officer and Company Secretary and the commendable team work done by the executives, staff and workers at all levels in various units at different locations.

PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Financial Year ended 2022-23, no proceedings were initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DIFFERENCE IN VALUATION IN CASE OF LOAN TAKEN FROM BANK / FINANCIAL INSTITUTIONS

There was no difference in valuation of Loan taken from the Bank or Financial Institutions the above mentioned provision of the act was not applicable on the Company.

OTHER DISCLOSURES

The Managing Director & CEO of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn’t have any holding Company.

APPRECIATION

Your Directors are grateful for the co-operation and guidance received from the Banks. The Board specially wishes to place on record their sincerest gratitude for the patronage it received

from Hero MotoCorp Limited, Honda Cars India Limited, Honda Motorcycle & Scooters Limited, TVS Motor Company Limited, JCB India and Royal Enfield.

---

Mar 31, 2018

DIRECTORS REPORT

Dear Shareholders,

The Directors of your Company take pleasure in presenting the 26th Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31st March, 2018.

Operations - Financials

The summarised standalone and consolidated financial results of the Company for the financial year ended March 31, 2018 as compared to the previous year are as under:

(Rs, in Lakhs)

	Standalone		Consolidated
Corresponding figures for the previous	Financial Year		Financial Year
year have been regrouped / recast wherever necessary to correspond to current year / year Classification	2017-18	2016-17	2017-18	2016-17
Revenue and other Income	172,584.04	150,988.79	198,886.15	175,523.06
EBITDA as per financial statement	19,092.39	13,211.99	21,303.29	15,428.99
Less: Financial Expenses	(3,811.87)	(3,557.03)	(4,317.43)	(4,262.17)
Profit before Exceptional Items,	15,280.52	9,654.96	16,985.86	11,166.82
Depreciation & Tax Less: Depreciation	(5,512.79)	(4,766.14)	(6,752.10)	(5,835.58)
Profit Before Exceptional Items and Tax	9,767.73	4,888.82	10,233.76	5,331.24
Provisions Less: Share in loss of jointly controlled entity			(531.62)	(80.82)
Less: Exceptional Items	-	(155.11)	-	(43.63)
Less: Tax Provisions	(2,995.08)	(884.37)	(3,140.21)	(1,043.30)
Net Profit After Tax Provisions	6,772.65	3,849.34	6,561.93	4,163.49
Add: Other Comprehensive Income/	(57.57)	(93.45)	46.45	(242.87)
Expense Less: Profit attributable to Non-controlling	-	-	(60.34)	(37.66)
interest Less: Appropriations: Dividend	(1,534.64)	(767.32)	(1,540.70)	(803.71)
Corporate Tax on Dividend Distribution	(309.98)	(141.57)	(309.98)	(141.57)
Balance carried forward in Balance Sheet	4,870.46	2,847.00	4,697.36	2,937.68

The automotive sector, including the auto components manufacturers, witnessed good tailwinds on account of macroeconomic factors as well as structural changes in consumer preference. The fiscal 2018 ended with hitherto unseen growth trajectory in the last 5 months of the fiscal 2018 seeing double digit growth consecutively. Sales of the two wheelers (2W) and commercial vehicles (CV) segments surged impressively by 15.44% and 15.93% respectively. The structural trend of customers preferring scooters in 2Ws and SUVs in 4Ws continued in the fiscal 2018 which yet again registered a growth of over 19.4% and 18.75% respectively. Passenger vehicles (PV) sales growth stood at 6% y-o-y. 2W volume growth can be attributed to positive rural sentiments and new launches by OEM''s (ahead of implementation of mandatory ABS/CBS norms from 1st April 2018). Additionally, the low base of last year aided strong volume growth. Robust growth in the CV segment was on account of improvement in rural-related sectors (FMCG and agriculture) and pick up in road construction and mining demand.

Also pre buying ahead of AIS140 standards (intelligent transport systems) in the passenger segment w.e.f from 1st April 2018 led to strong growth. The LCV segment reported strong growth of 19.5%, driven by good demand from e-commerce, FMCG and agro-sectors and increased demand for last mile connectivity post GST implementation. The MHCV segment also reported strong double-digit growth of 11% y-o-y on account of improved demand from the infrastructure segment. Moreover, stringent restrictions on overloading also aided volume growth.

In the case of the Company, the Consolidated Revenue from Operations & Other Income stood at RS,198,886.15 Lacs vis-a-vis RS,175,523.06 Lacs in the previous year, following continuing rigorous efforts at business promotion and controls aimed at cost economies, as much of refurbishment of products / components with un-mitigating thrust on penetration of market, resulting from effective managerial inputs. The aforesaid Revenue numbers of the fiscal under review, are not comparable with the previous year, as they are computed in accordance with IND-AS 18 which requires netting of the Goods & Service Tax whereas Excise Duty form part of the Expenses in the previous year and the fiscal under review upto 30th June, 2017 prior to the date of GST implementation. Turning the whole part into a meaningful reality, besides the turnover level as aforesaid, EBITDA also registered good growth of 38.07% at consolidated level clocking RS,21,303.29 Lacs vis-a-vis RS,15,428.99 Lacs in the previous year, along with other operating parameters. At standalone level, the growth registered was 44.51% as compared to previous year.

The Profit before Depreciation, Exceptional Items and Tax at Consolidated level was 52.11% higher at RS,16,985.86 Lacs in the fiscal year under review, as against RS,11,166.82 Lacs in the previous fiscal year; the Profit after tax was more profound and higher at RS,6,561.93 Lacs as against RS,4,163.49 Lacs in the previous fiscal, following nil exceptional items and lower finance costs, registering a growth of 57.61%. At the standalone level the Profit before Depreciation, Exceptional Items and Tax was 58.27% higher than the previous fiscal and stood at RS,15,280.52 Lacs vis-a-vis RS,9,654.96 Lacs. At the standalone level the Profit after tax for the fiscal under review stood at RS,6,772.65 Lacs vis-a-vis RS,3,849.34 Lacs, registering a remarkable growth of 75.94%. The lower percentage of growth at Consolidated level is on account of share in losses of jointly controlled entities which are at the startup stages.

However, the crucial aspect of cash flow has been managed, observing due diligence, combined with conservation strategies, which kept the Company on its feet throughout the year. Looking ahead, the challenges are one of business growth and that too with reasonable margins: the overall outlook for real march forward in the current year appears quite optimistic, with predictably better monsoons, demand growth driven by OEMs (including plans of localisation)/replacement market, growth driven by regulatory changes and technological advancement as well as consumer preferences, the only foreseeable dampener being rise in crude oil prices and political instability. All possible steps are afoot to meet ''on the ground'' challenges with focus on Research & Development, holding over deferrable capital expenditure, cutting down on operational expenses without sacrificing effectiveness and deliverable capability and, of all, ensuring efficacious management of cash flow. In short, corporate strategies are planned to focus on creating value on the one hand and managing risk and shaping up enterprise performance on the other, hoping, at the same time, that the turnaround for the Sector is not far too distant.

DIVIDEND

The Board of Directors have paid during the year interim dividends as per particulars below:

S.No	Date of Declaration	Rate of Dividend	Amount (in Lakhs)
			(Excluding the Dividend distribution tax)
1	19th December, 2017 ( 1st interim)	10%	511.55
2	07th March, 2018 ( 2nd interim Dividend)	10%	511.55

The 1st & 2nd interim dividend put together aggregated to H2/-per equity share. The same being in line with the Company''s Dividend policy, the Board has recommended the 1st & 2nd interim dividend to be as final dividend and no additional dividend is being recommended for the financial year 2017-18.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions of the Companies Act, 2013 ("Act") read with the rules issued thereunder and Indian Accounting Standard (AS)-110 on Consolidated Financial Statements, read with IND AS-28 Investments in Associates and Joint Ventures the Audited Consolidated Financial Statement for the FY ended March 31, 2018 is provided in this Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiaries in accordance with Section 129(3) of the Act. Consolidated financial statements together with the auditor''s report form part of this annual report.

SHARE CAPITAL

The Authorised Share Capital of the Company is RS,70,00,00,000/- (Rupees Seventy Crores only) divided into 6,80,00,000 (Six Crores and Eighty Lakhs only) Equity Shares of RS,10/- (Rupees Ten only) each and 2,00,000 (Two Lakhs only) Preference shares of RS,100/- (Rupees Hundred only) each.

During the financial year under review, 9,036,144 equity shares of 10 each were allotted in Initial Public Offer (IPO) of the Company. Consequently, the issued and paid up capital of the Company as on March 31, 2018 was RS,60,19,07,080/- (Rupees Sixty Crores Nineteen Lakhs Seven Thousand Eighty only).

INITIAL PUBLIC OFFERING

During the year under review, the Company made offer of 1, 54, 36,144 Equity Shares of Face Value of Rs,10 Each ("Equity Shares") for subscription by the public, by way of Initial Public Offer ("IPO"). The IPO was comprising a fresh issue of 9,036,144 equity shares aggregating Rs,3,000 million ("fresh issue") and an offer for sale of 6,400,000 equity shares by GTI Capital Beta Pvt Ltd (the "selling shareholder") aggregating Rs,2,124.80 million ("offer for sale").The Equity Shares in the IPO were offered at a price of 332 per share. The Company listed its Equity Shares on BSE Limited and National Stock Exchange of India Limited on the 02nd April, 2018.

Post IPO, 29.86% of the shareholding is held by public and balance 70.14% is held by the Promoter and Promoter group.

UTILISATION OF IPO PROCEEDS:

The Company utilized the Net Proceeds from the Fresh Issue towards:

- Repayment or prepayment in full, or in part of certain loans availed by our Company; and

- General corporate purposes

SUBSIDIARIES AND JOINT VENTURES

During the year under review, there were no new subsidiaries incorporated nor any company ceased to be a subsidiary of the Company. However, two new joint ventures have been incorporated. As at 31st March, 2018, the Company had following subsidiaries and Joint Ventures:

Subsidiaries:

1. Sandhar Tooling Pvt. Ltd.

2. Sandhar Strategic Systems Pvt. Ltd.

3. Sandhar Technologies Barcelona S.L., including step down subsidiaries at Mexico, Poland & Breniar

Joint Ventures:

1. Sandhar Hansung Technologies Pvt. Ltd.

2. Indo Toolings Pvt. Ltd.

3. Sandhar ECCO Green Energy Pvt. Ltd.

4. Sandhar Daewha Automotive Systems Private Limited (incorporated on 20th June, 2017)

5. Sandhar Amkin Industries Private Limited (incorporated on 6th September, 2017)

6. Jinyoung Sandhar Mechatronics Private Limited (incorporated on (20th March, 2017)

A statement containing the salient features of the financials statements of all the Joint Ventures/ Subsidiaries in form AOC-1 is annexed hereto as Annexure-I and, hence, not repeated here for the sake of brevity.

A copy of the audited financial statements of each of the subsidiary companies and English translation thereof will be kept for inspection by any Member of the Company at its Corporate Office during business hours. These financial statements are also placed on the Company''s website www.sandhar.co.in. Copy of these financial statements shall be made available to any Member of the Company, on request.

Details of subsidiaries of the Company and their performance are covered in Management Discussion and Analysis Report forming part of the Annual Report.

FINANCE

Cash and Cash Equivalents at the Consolidated level as at 31st March, 2018 was H25,499.01 Lacs vis-a-vis H567.82 Lacs in the previous fiscal. The higher Cash & Cash Equivalents balance in the fiscal under review is primarily on account of the IPO Proceeds. The Company has been making use of need based credit from its bankers and is sparing no effort towards optimizing self-generated resources, making sure that all commitments to the bankers'' / financing agencies are met regularly. However, with the infusion of Equity by way of IPO, the Company''s long term debts stand repaid to the extent of H22500 Lacs in April, 2018.

Financial resources to meet requirements as they emerge will continue to be raised in the current year through appropriate strategies and instruments at cost effective rates. A part of resources, as in the past, would consist of the self-generated surplus ploughed back for productive purposes.

Fixed Deposits

The Company has not accepted any deposits, thus far, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTION

Following the provisions of Section 188(1) of the Companies Act, 2013, all Related Party contracts / arrangements / transactions entered by the Company during the financial year had been in the ordinary course of business and on arm''s length basis, with Audit Committee having a domain role: the Board of Directors brought into picture, wherever necessary and/or obligatory. Therefore the provision of Section 188 of the Companies Act, 2013 were not attracted. There are no materially significant Related Party Transaction during the year under review made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. Pertinent, in this context, is to say that, during the year, the Company has not entered into any contract / arrangement / transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board, may be accessed on the Company''s website at www.sandhar.co.in

Related party transactions were disclosed to the Board on regular basis. Details of related party transactions may be referred to in Note 32 of the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

There have been no significant or material changes in the operations, commitments and governance aspects, following the provisions of Companies Act ''2013 and Rules made thereunder.

NOTABLE INITIATIVES DURING THE YEAR

Technical Collaborations / Joint Ventures:

The Company had signed Joint Venture Agreements with foreign as well as Indian collaborators as below:

- Sandhar Daewha Automotive Systems Pvt Ltd. was incorporated under the Companies Act, 2013 on June 20, 2017 in Gurugram, Haryana. This company is a 50:50 joint venture between our Company and Daewha Fuel Pump Ind. Ltd., South Korea. This joint venture company would be primarily engaged in, inter alia, the business of manufacturing, selling and assembling fuel pumps, filters, starter motor and wiper blades in India, and such other products as mutually agreed.

- Sandhar Amkin Industries Pvt. Ltd. was incorporated under the Companies Act, 2013, on September 6, 2017 in Delhi. This company is a 50:50 joint venture between our Company and Amkin Group Pvt. Ltd., Delhi. This joint venture company would be primarily engaged in, inter alia, would be primarily involved in, inter alia, the business of designing, manufacturing, marketing, selling, helmet, helmet accessories and related parts, visors, safety headgear, riding protection accessories etc in India.

- Sandhar Daeshin Auto Systems Pvt. Ltd., has been incorporated on May 3, 2018. This company, which would be a 50:50 joint venture between our Company and Daeshin Machinery Ind., Co. Ltd., South Korea and is being set up for the manufacturing, assembly, and sale of gear shifters and parking breaks for the four-wheeler segment.

The Company had also signed notable Memorandum of Understanding ("MOU") during the Financial Year 2017-18:

S.	Name of the Strategic	Country	Contract Products	Nature of	Date of
No.	Partner			Agreement	Agreement
1	Kwangsung Corporation Ltd.	South Korea	Sun Visors, Reservoir Tanks, Resonator, Glove Boxes	MOU	5th March, 2018
2	Whetron Electronics Co. Ltd.	Taiwan	Rear Parking Sensors, Door Alert System, Tyre Pressure Monitoring Systems, Rear Parking Cameras etc	MOU	9th May, 2018

Diversification in product range and continuing product development would add strength and vibrancy, on its way forward, to the Company''s operations.

In-house R & D Division:

Added to the aforesaid, is the real-time emphasis on Research and Development, wherefor a dedicated organizational wing, with requisite Government approvals in place, is in operation. The programs for innovations, as chartered out and time lines set therefor, are closely monitored for their proceeding apace.

New and/or Extended Manufacturing Units:

Sandhar Technologies Limited- CFD- Jaipur

JCB, the largest customer of the Company for the Cabins & Fabrication business, has awarded contract of fabrication and supply of skid steer loaders, backhoe loaders, wheel loaders, and the Load-alls etc. Since the supplies are to be made to JCB''s Jaipur plant, the Company has set up a new Unit at Jaipur, in close vicinity of JCB''s manufacturing units for ensuring easy and timely supplies to JCB. The plant has got commissioned in the month of February, 2018.

Sandhar Technologies Limited- Hosur

The Company has setup a new green field project at Hosur for one of its esteemed customer viz. TVS Motors for manufacturing of aluminium die casting components which has commenced operations with effect from March, 2018.

Overseas operations:

Effective from the 1st September ''2012, Sandhar Technologies Poland was started in Czestochowa. This plant being a finishing, assembling and logistic hub for parts required for manufacturing items in Europe, catalysis as a supply chain subsidiary of Sandhar Technologies Barcelona (Spain); the supervisional aspect, accordingly, vests in the latter.

As a second tier subsidiary company to Sandhar Technologies Barcelona (Spain), another initiative taken by setting up a unit in Mexico, which commenced operations in February ''2015, the items of manufacture being aluminium pressure die casting components and, over time, extend the range in a format found appropriate.

Overall, the Company is seeking to power a culture of continuing enterprise building and innovation imbued with rightful level of responsibility, transparency and accountability; besides giving a strategic push to those activities in hand towards reaching a stage of rightful fruition.

Future Outlook & Prospects

The global uncertainties, arising out of geo-political issues have dwindled to a large extent. This augurs well for the auto and automotive components sector, both in India as well as overseas. Coupled with this, the macro-economic conditions in India has drastically improved. The fiscal deficits are well under control, the inflationary pressures have subsided to a large extent and the interest rates are at an all-time low. With robust foreign exchange reserves, infrastructure push by the government, multiple demand drivers to pull the growth in the auto & auto component sector at play, we believe the Company is set to reap maximum benefits. Two wheeler segment with whom your Company is intimately associated since inception, has witnessed reasonably satisfactory increase in volume of sales and accompanying bottom-line parameters. The trend, might be expected to continue, hoping that policy and perception, so too events, would turn further better during the year.

Export Potential

The environment for direct export both to Europe and USA on the Company''s part is still to take wholesome shape, though the Company''s subsidiary: Sandhar Technologies, Barcelona, Spain has been operating on a sustainable basis, with some job work being handled by its subsidiary in Poland: Sandhar Technologies

Poland: the other subsidiary in Mexico might as well, given some more time, take on its role in a meaningful manner. It is hoped that against odds even, these enterprises shall remain on their feet.

INFORMATION TECHNOLOGY

The Company continues to take full advantage of Information Technology, leveraging it as a source of competitive advantage. As in earlier years, the enterprise wide Oracle ERP platform forms the backbone of IT and encompasses all core business processes in the Company and also provides a comprehensive data warehouse with analytics capability that helps in better and speedier decisions.

The Company continues to lay stress on IT infrastructure to support business applications and has made use of India''s expanded telecom footprint to provide high bandwidth terrestrial links to all operating units. The Company also uses software as a service to provide agile, cost effective IT capabilities in select areas. As the IT systems and related processes get embedded into the ways of working of the organization, there is a continuous focus on IT security and reliable disaster recovery management processes to ensure all critical systems are always available. These are periodically reviewed and tested for efficacy and adequacy.

CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed to values and aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with firm commitment to values, while meeting stakeholders'' expectations. Further corporate governance is based on the principles of conducting the business with all integrity, fairness and being transparent with all the transactions, making the necessary disclosures and decisions, complying with the laws of the land, accountability and responsibility towards the stakeholders and commitment of conducting the business in an ethical manner. At Sandhar, it is ensured that Company''s affairs are managed in a fair and transparent manner. This is vital to continue to gain and retain the trust of its stakeholders.

A separate section on Corporate Governance standards followed by your Company and the relevant disclosures, as stipulated under the Listing Regulations, Companies Act, 2013 and Rules made thereunder, forms part of this Annual Report.

A Certificate from S.S. Gupta, Practising Company Secretary, confirming the compliance by the Company to the conditions of Corporate Governance as stipulated under the Listing

Regulations, is annexed to the Report on Corporate Governance, which forms part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company''s policy is to maintain an optimum combination of Executive and Non-Executive Directors on the Board. The composition of the Board is as follows:

Managing Director-	Shri Jayant Davar
Non-Executive Directors	Shri Dharmendar Nath Davar
	Smt. Monica Davar
Non-Executive Independent	Shri Arvind Kapur
Directors	Shri Ravinder Nagpal
	Shri Krishan Lal Chugh
	Shri Mohan Lal Bhagat
	Shri Arjun Sharma
Executive Director	Shri Arvind Joshi
Nominee Director	Shri Gaurav Dalmia (since resigned
	w.e.f. 20th April, 2018)

All the Non - executive Independent Directors are not disqualified to be appointed as such under the relevant provisions of the Companies Act, 2013 and the rules made thereunder and shall not be subject to determination by retirement of Directors by rotation. Under the provisions of Section 149, 150, 152, 160 of the Companies Act ''2013 be not liable, having been appointed for

5 years, to determination by retirement of Directors by rotation.

Resignation of Shri Gaurav Dalmia

During the year under review, Shri Gaurav Dalmia, resigned from directorship of the Company on the 20th April, 2018. Shri Dalmia was a nominee of GTI Capital Beta Pvt Ltd ("GTI"), and was appointed on the Board of the Company pursuant to the Shareholders'' Agreement dated the 31st March, 2012, executed between the Company, GTI and Company''s other shareholders, after GTI became a shareholder of the Company in 2012. His resignation was in terms of the said Shareholders'' Agreement, whereby the agreement terminated upon listing of the Company''s equity shares on the stock exchanges.

Resignation of Shri Chandra Mohan

During the year under review, Shri Chandra Mohan, resigned from directorship of the Company on the 29th November, 2017 due to health issues.

Resignation of Shri Arvind Pande

During the year under review, Shri Arvind Pande, resigned from directorship of the Company on the 16th February, 2018 due to some unavoidable circumstances.

Retirement of Directors by rotation

In terms of Section 152 of the Act, Shri Dharmendar Nath Davar, Chairman and Smt. Monica Davar, Non-Executive Director, shall retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. Information as required under Regulation 36 (3) of the Listing Regulations is provided in the Notice of the 26th AGM.

Re-appointment of Shri Arvind Joshi, Whole-Time Director of the Company

Shri Arvind Joshi has been serving as the Whole Time Director of the Company since 1st June, 2013, in accordance with the provisions of the Companies Act, 2013, recommendation of the Nomination & Remuneration Committee and the Board of Directors and with the approval of the members. His current tenure as Whole Time Director of the Company is valid upto the 31st May, 2018. The Board of Directors at their meeting held on 26th May, 2018 based on the commendation of the Nomination & Remuneration Committee have decided to recommend the re-appointment of Shri Arvind Joshi as Whole Time Director with effect from 1st June, 2018 for a period of 5 (five) upto the 31st May, 2023, subject to the approval of members in the ensuing AGM.

Re-appointment of Shri Gaurav Dalmia, Additional NonExecutive and Independent Director of the Company

During the year under review, in terms of section 149, 150 & 152 of the Companies Act, 2013, the Board of Directors at its meeting held on the 26th May, 2018 appointed Shri Gaurav Dalmia as additional, Non-Executive, Independent Director to hold office from 26th May, 2018 till the ensuing Annual General Meeting of the Company based on the commendation of the Nomination & Remuneration Committee and to hold office for a period of 5 (five) consecutive years thereafter, subject to approval of the shareholders.

Brief Profile of Shri Gaurav Dalmia

Gaurav Dalmia is the Chairman of Dalmia Group Holdings, a holding company for business and financial assets. It invests in private equity, real estate, public markets, structured debt and fixed income.

He is an early investor in and a Board member of True North (formerly India Value Fund), a leading Indian private equity fund, which manages approximately $3.5billion. He is also the founder and Chairman of Landmark Holdings, a real estate investment firm, which has invested in more than 40 housing projects. He co-founded GTI, a long term investment vehicle for India focused investments.

He is a Board member of Brookings India. He was selected as a Global Leader for Tomorrow by the World Economic Forum in 2000. Gaurav Dalmia received an MBA with Beta Gamma Sigma honors from Columbia Business School.

Shri Dalmia has long time experience in variegated fields of activities, with focus on marketing and is very well spoken of as a professional of business acumen and result oriented approaches and action.

MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming quarter is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board has also been approving some proposals by circulation from time to time.

During the year under review, six Board Meetings (besides an adjourned one) were convened and held and the interim gap between the meetings was as per the period prescribed under the Companies Act, 2013.

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1	25th May, 2017	12	11
2	29th August, 2017	12	10
3	18th November, 2017	12	9
4	19th December, 2017	11	10
5	07th March, 2018 (Original Meeting)	10	8
6	22nd March, 2018 (Adjourned Meeting)	10	8
7	29th March, 2018	10	9

Additionally, several Committee meetings were held during the year including Audit Committee. The detailed information on the meetings of the Committees are included in the Report on Corporate Governance, which forms part of this Annual Report.

Policy on Director’s appointment and remuneration

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31'' 2018, the Board consists of ten members, two of whom are Executive or Whole-Time Director, two are Non-Executive Directors including one woman Director, one Nominee Director and five are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178 (3) of the Companies Act, 2013 is adopted by the Board. The remuneration paid to the Directors is as per the provisions of Companies Act, 2013 and the rules thereunder. Annexure-IIA, Policy for Selection of Directors and determining Director''s Independence and Appointment and Remuneration Policies are annexed as Annexure - IIB.

Declaration by Independent Directors

The Company has received necessary declarations from each Independent Director under the provisions of Section 149 (7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Regulations & Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

Directors’ Remuneration Policy and Criteria for matters under Section 178

As stipulated under Section 178 of the Act and based on the commendation of the Nomination and Remuneration Committee, the Board has approved a Nomination and Remuneration Policy of the Company. The Policy documents the mechanism for appointment, cessation, evaluation and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company. Information on the Policy and details of the criteria for determining qualifications, positive attributes and other matters in terms of Section 178 of the Act are provided in the Corporate Governance Report.

Information on Board Meeting Procedure and attendance during the Financial Year 2017-18

The Board meetings of the Company are conducted as per the provisions of the Act, Listing Regulations and applicable Secretarial Standards. Information as mentioned in the Act and Schedule II to the Listing Regulations and all other material information, as may be decided by the management, is placed for consideration of the Board. Details on the matters to be discussed along with relevant supporting documents, data and other information is also furnished in the form of detailed agenda to the Board and the Committees concerned, to enable directors take critical decisions and accordingly advise the management.

Details regarding information furnished to the Board members, number of Committee and Board meetings held during the year along with attendance record of each director has been disclosed in the Corporate Governance Report of the Company.

Performance Evaluation of the Board

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. On the basis of the laid out Policy, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors including Chairman.

The Company is committed to benchmark itself with best practices and standards in all areas including Corporate Governance. To this end, the Board has the analytical and functional support of Committee of Directors, Audit Committee, Nomination & Remuneration Committee & Corporate Social Responsibility Committee. The system brings insight & effectiveness in to the designated areas of Corporate Governance.

Committees of the Board

Currently, the Board has Six Committees which have been established in compliance with the requirements of the business and relevant provisions of the applicable laws and statutes. These are:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Share Transfer & Allotment Committee

5. Corporate Social Responsibility Committee

6. IPO Committee

The details with respect to the composition, terms of reference, number of meetings held, etc of these Committees are given in the Report on Corporate Governance which forms part of this Annual Report.

Corporate Social Responsibility (CSR) Committee

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy), Rules, 2014, the Company has established Corporate Social Responsibility Committee ( the "CSR Committee") and statutory disclosures with respect to the CSR Committee and an annual report on CSR activities forms part of this Report as Annexure VI.

In this regard following the recommendation of the said Committee, the Board has approved the CSR policy, which is also available on the website of the Company i.e. www.sandhar.co.in.

The composition of the CSR Committee is covered under the Corporate Governance Report which forms the part of the Annual Report.

Insider Trading Policy for prevention of insider trading and fair disclosure of Unpublished Price Sensitive Information

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted an "Insider Trading Policy" Further, the Company has also adopted a "Corporate Policy on Investor Relations"

The Insider Trading Policy and Corporate Policy on Investor Relations are drawn up on the principle that the Company''s directors and employees owe a fiduciary duty, amongst others, to the shareholders of the Company to place the interest of shareholders above their own and conduct their personal securities transactions in a manner that does not give rise to any conflict of interest. These codes lay down the mechanism for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information ("UPSI") to the investor community by the Company to enable them take informed investment decisions with regard to its securities.

The Insider Trading Policy prescribes the procedure for trading in securities of the Company and the disclosures to be made by persons covered under the Insider Trading Policy with respect to their shareholding in the Company, both direct and indirect.

Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) your Directors state that:

(i) In the preparation of annual accounts for the year ended March 31'' 2018, 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;

(ii) 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 as at March 31st 2018 and of the Profit of the Company for the year ended on that date;

(iii) The Directors have 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, and

(iv) The Directors have prepared the annual accounts on a going concern basis.

(v) The Directors have laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such Systems are adequate and operating effectively.

Policies of the Company

The Company is committed to high ethical standards in its business transactions guided by its value systems. The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors have from time to time framed and approved policies as required by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals

Some of the key policies that have been adopted are as follows:

S.No	Name of Policy
1	Code of Conduct Policy
2	Related Party Transactions
3	Remuneration Policy
4	Whistle Blower Policy
5	Independent Director Policy
6	Policy on Material Subsidiaries
7	Insider Trading Policy
8	CSR Policy

The Polices are available on the Company''s website on the link www.sandhar.co.in/investor-relations/corporate governance.

Business Risk Management

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company may constitute a Business Risk Management Committee which shall be entrusted with the responsibility to assist the Board in:

- Formulating and implementing Risk Management Policy;

- Overseeing and approving the Company''s enterprise wide risk management framework; and

- Overseeing that all the risks that the Company faces such as strategic, financial, credit, market, liquidity, property, IT, legal, regulatory, reputational, employee and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

At present the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy is in place. There has been no case to report for the year. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website www. sandhar.co.in

Disclosure under Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013

There has been no case during the year requiring to be reported during the year under review.

Auditors

M/s. BSR & Co. LLP, Chartered Accountants (Firm''s Registration No. 101248W/W-00022), hold office up to the conclusion of the 30th AGM.

M/s. BSR & Co. LLP were appointed as Statutory Auditors of the Company from the conclusion of 25th AGM i.e. from 29th July, 2017 and thereafter they have been re-appointed every year. In terms of Section 139 of the Act read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, pertaining to mandatory rotation of auditors, the term of appointment of M/s. BSR & Co. LLP as Statutory Auditors of the Company expires at the conclusion of the 30th AGM and they are not eligible for reappointment.

The Auditors'' Reports, including the one on Internal Financial Controls, does not carry any observation or infirmity in the Company''s affairs.

Secretarial Audit

Pursuant to the provisions of the Companies Act, 2013 M/s. S. S. Gupta, a firm of Company Secretaries in Practice had been appointed to undertake the Secretarial Audit, whose Audit Report is annexed vide Annexure - III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Audit

The Board has appointed M/s. A.N. Satija & Co, Cost Auditors for conducting the audit of cost records of the Company for its business for the financial year 2018-19.

Internal Control Systems and Adequacy thereof

The Company''s internal control systems as laid down are commensurate with the nature of its business, the size and the complexity of its operations. These are tested and certified by Statutory as well as Internal Auditors and cover all factories and key areas of business. Significant audit observations and follow up action thereon are reported to the Audit Committee. The Audit Committee, as aforesaid, reviews adequacy and effectiveness of the Company''s internal control environment including in-house Commercial Audit headed by a senior professional and monitors the implementation of audit recommendations, including those relating to strengthening and adequacy of the Company''s Risk Management policies and systems.

Extract of Annual Return

Extract of Annual Return of the Company is annexed as Annexure- IV to this Report.

Particulars of Employees and related disclosures

A Statement containing Particulars of Employees as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed in Annexure- V.

General

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

Neither the Managing Director nor the Whole-Time Director of the Company receive any remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations, in future.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow

The information pertaining to conservation of Energy, Technology Absorption and Foreign Exchange Inflow and Outflow pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 given in Annexure VII which forms a part of this Report.

Personnel & Industrial Relations

Cordial atmosphere across functional verticals / units contributed, as before, to the overall satisfactory performance of the Company. The Directors place on record their deep appreciation of the inspiring and motivating leadership provided by the CoChairman & Managing Director, ably supported by Whole-time Director, Chief Financial Officer & Company Secretary and the commendable team work done by the executives, staff and workers at all levels in various units at different locations.

Acknowledgement

Your Directors are grateful for the co-operation and guidance received from HSIIDC, RIICO, State Bank of India, Citibank NA, IndusInd Bank, Yes Bank, DBS Bank, GE Money Financial Services Ltd and ICICI Bank Ltd., HDFC Bank Limited, TATA Capital Financial Services Limited The Board specially wishes to place on record their sincerest gratitude for the patronage it received from Hero MotoCorp Limited, Honda Cars India Limited, Honda Motorcycle and Scooters Limited, TVS Motor Company Limited, Eicher Motors and Tata Motors Limited.

For and on behalf of the Board of Directors

Sandhar Technologies Limited

Jayant Davar D. N. Davar

Co-Chairman & Chairman

Managing Director DIN: 0002008

Dated the 26.05.2018 DIN: 00100801