Sandhar Technologies Limited Directors Report

DEAR SHAREHOLDERS,

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: (INR. in Lacs)

Corresponding figures for the previous year have been regrouped / recast wherever necessary to correspond to current year / year Classification	Standalone		Consolidated
	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)
& Tax Profit	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

INDUSTRY UPDATES

Indias 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 nations 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 performancereflectsrobust 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.

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 influencedemand 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

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 Companys 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 Companys 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 Companys 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 Companys 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 COMPANYS 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 financialyear ended 31 ^st March, 2025.

The Boards recommendation is in accordance with the parameters set out in the Companys 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

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 Companys 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 Companys 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 Companys 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 SAPLs operations, strengthen its market presence, and bolster long-term growth in the aluminium die-casting sector. It also represents Sandhar Groups 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 Companys 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 Companys 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 financialassistance 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 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 financialyear were in the ordinary course of business and on arms 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 arms 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 Companys 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 Companys 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 bytheIndianPatentOffice. 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. ERPs 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 companys 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)

Sandhars dedication to Corporate Social Responsibility (CSR) has remained steadfast since its inception. The Companys purpose, "Growth. Motivation. Better Life", serves as a guiding light. This philosophy is reflected in various areas, including the promotion of gender equality, womens 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 Companys CSR policy provides comprehensive guidelines for conducting CSR activities, which are accessible on the companys 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 andemotionalwell-beingoftheelderlybutalsoreaffirms

Sandhars 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 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 FY25, reflecting the Centres impact on community well-being.

• Focused womens 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 in daily lifeandpersonal services, strengthening the focus on womens health in the region.

Employee Engagement

1. Donation Drive Spreading Joy and Kindness

Celebrating the true spirit of Christmas, employees at the

Sandhar Corporate Officecame 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, 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

Sandhars 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 Boards 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 Boards Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The contribution of the Board of Directors is vital in providing effective leadership, strategic direction, policy 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:

<tr>

Category of the	Name of the Director(s)
Director(s)/ KMP
Executive Director	Shri Jayant Davar
	(Chairman, Managing Director, and
	Chief Executive Officer)
Non-Executive	Smt. Archana Capoor
Independent	Shri Vikrampati Singhania
Directors	Shri Vimal Mahendru
	Shri Bharat Anand
	Shri Arjun Sharma
	Smt. Aabha Bakaya
Non-Executive &	Shri Sandeep Dinodia
Non Independent	Smt. Monica Davar
Directors	Shri Neel Jay Davar
Key Managerial	Shri Yashpal Jain
Personnel (KMP)	(Chief Financial Officer and
	Company Secretary)
Deputy Company	Shri Gulshan Ahuja
Secretary &
Compliance Officer
Business Heads	Shri Gurvinder Jeet Singh
Designated as	(Sr. Advisor & COO- Proprietary
Key Managerial	Business)
Personnels	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

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 companys 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 formulation, 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 ^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.

COMMITTEES 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 Companys 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 w ofpersons information the betweenSenior 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

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 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 ("IICA").

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

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 the Company andtimelinessof

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 Companys processes, policies, and practices.

Periodic presentations were made during Board Meetings to apprise the Directors of the Companys 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,andtheyare Directors to understand the Companys 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_ airs of the 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 Companys shares by your Companys 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 ectively. 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 Companys 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 Companys 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 Companys 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 at the end fairviewofthestateof of the financial year and of the profit of the Company for the year ended on that date;

3. they have sufficient caretaken for proper the and 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 eff systemswereadequateandoperating

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 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/ investors/corporate-governance
3.	Policy for determination of materiality of and dealing with Related Party Transactions	https://sandhargroup.com/ uploads/Investor/policy-for- determination-of-materiality-of- and-dealing-with-related-party- 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 Insider Trading	https://sandhargroup.com/ investors/corporate-governance
8.	Corporate Social Responsibility Policy	https://sandhargroup. com/uploads/Investor/csr- policy_08022023new.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-for- determination-of-materiality-of- events-or-information2.pdf
12.	Dividend Distribution Policy	https://sandhargroup.com/ uploads/Investor/dividend- distribution-policy_new.pdf ective implementation
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 Companys website on the link https://sandhargroup.com/ investors/investors

RISK MANAGEMENT

The Company has a well-defined Risk 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 Companys 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 fulfillingits 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 Companys 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 overseeingthe 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 Companys 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

Companys commitment to maintaining the highest standards ManagementFramework of ethical conduct and transparency.

ThedetailedWhistleBlowerPolicyisavailableontheCompanys 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 Companys success and a driving force behind its continued excellence in the automobile industry. As a strategic business enabler, the Companys 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 DISCLOSURES

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 maintaining a AtSandhar Group, we are firmly 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 (Firms 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 Companys 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 (Firms 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 Companys 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 Companys 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 Companys internal control of the over financial Companies Act, 2013). and workers at all levels in various units

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 COMPANYS OPERATIONS IN FUTURE

The Companyhasnotreceivedanysignificant and material orders, passed by the regulators and courts, or tribunals that materially impact the going concern status and the Companys 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.

ANNUAL RETURN

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 Companys 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 Companys 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 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: 07th August, 2025