Sintercom India Ltd Directors Report

To the Members,

Your Board of Directors are pleased to present the 19th Annual Report of Sintercom India Limited ("Sintercom" or "Company") together with the Audited Financial Statements for the financial year ended on 31st March 2026. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware of the performance and future perspective.

OVERVIEW OF FINANCIAL PERFORMANCE

FINANCIAL RESULTS

The Financial performance of the Company during the financial year ended 31st March 2026 as compared to the previous financial year is summarized in the following below

(Figures in Rs000)

Particulars	For the year ended on 31st March, 2026	For the year ended on 31st March, 2025
Revenue from operations	10,06,975	9,00,138
Other income	853	973
Total income	10,07,828	9,01,111
Profit before depreciation and finance charges	1,75,303	1,48,297
Finance Charges	53,091	48,552
Depreciation and amortization expense	94,439	84,057
Profit / (loss) before Taxation (PBT)	27,773	15,688
Tax adjustments	(13,451)	(9,023)
Balance of (Loss)/Profit brought forward	14,322	6,665
Total other comprehensive income	982	259
Balance available for appropriation	15,304	6,925
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Amount carried to Balance Sheet	15,304	6,925

OPERATIONAL PERFORMANCE OF THE COMPANY

Your Company continued its growth path during the previous financial year ended 31st March 2026. Inspite of another challenging year amidst geopolitical uncertainties, Company registered a strong growth of about 12% year on year.

Your Company recorded net sales of Rs. 1007 mn in Financial Year 2025-26, against Rs. 900 mn in the previous year, registering a 11.84 per cent year-on-year growth. Sales growth was driven by an uptick in volumes from our major customers and new product receiving serial production approvals from customers. Profit before depreciation, finance cost and tax expenses (EBITDA) grew to Rs. 175 mn from Rs. 148 mn, representing an EBITDA margin of 17.4 per cent in Financial Year 2025-26 thus registering a growth of 90 bps. The profit before tax for the year was Rs. 27 mn compared with Rs. 15 mn in the previous year registering an increase by around 70 bps.

Your Company continues to maintain a robust partnership with all its customer OEMs by consistently delivering high-quality innovative products. Company is also focusing on diversifying its product portfolio into new markets, new products and new technologies. We continue to focus on new technologies enabling the company to stay ahead of the competition.

INDUSTRY UPDATE & OUTLOOK

The Indian automotive and automotive components industry continued to demonstrate resilience and strong growth during Financial Year 2025-26, supported by robust domestic demand, increasing vehicle production, higher localisation, favourable macroeconomic conditions and Indias growing importance as a global automotive manufacturing and sourcing destination. The industry is, however, undergoing a significant transformation driven by electrification, evolving emission and safety regulations, technological advancements, supply-chain realignment and increasing expectations from global and domestic OEMs.

Against this backdrop, the Indian automotive components sector presents significant opportunities for companies with strong manufacturing capabilities, engineering expertise, quality systems and the ability to adapt to emerging technologies. At the same time, the industry remains exposed to risks arising from global economic uncertainties, geopolitical developments, commodity and energy price volatility, trade policies and the transition towards new powertrain technologies.

Domestic sales across Passenger Vehicles, Commercial Vehicles, Three-Wheelers and Two-Wheelers reached their respective highest-ever annual levels. According to the Society of Indian Automobile Manufacturers (SIAM), Passenger Vehicle sales increased by 7.9% to 46.43 lakh units, Commercial Vehicle sales increased by 12.6% to 10.80 lakh units, Three-Wheeler sales increased by 12.8% to 8.36 lakh units and Two-Wheeler sales increased by 10.7% to 2.17 crore units during Financial Year 2025-26. The overall performance was supported by improved affordability, GST rationalisation, lower financing costs, income-tax relief and improved consumer sentiment. [Source: SIAM – Financial Year 2025-26 Industry Performance.]

The growth was particularly strong during the second half of Financial Year 2025-26. Passenger Vehicle sales, for example, declined by 1.4% during H1 but increased by 16.7% during

H2. The industry also witnessed strong growth in exports, with Passenger Vehicle exports reaching 9.05 lakh units, an increase of 17.5% over the previous year. [Source: SIAM.]

Outlook:

While the near-term demand environment remains favourable, industry growth is expected to moderate from the exceptionally strong growth recorded during H2 Financial Year 2025-26.

Domestic Passenger Vehicle volumes to grow by approximately 4–6% in Financial Year 2026-27, Two-Wheeler volumes by 3–5% and Commercial Vehicle volumes by 4–6%. The expected moderation is largely attributable to a higher base following the strong recovery witnessed during H2 Financial Year 2025-26. Nevertheless, underlying demand conditions remain healthy.

The medium- to long-term outlook for the Indian automotive industry remains favourable. Rising disposable incomes, increasing vehicle penetration, infrastructure development, rural demand, urbanisation, improving financing availability and increasing demand for premium and utility vehicles are expected to remain important growth drivers.

The Indian automotive market is also undergoing a structural change in product mix. Utility Vehicles have become the dominant category within Passenger Vehicles, accounting for approximately 68% of Passenger Vehicle volumes in Financial Year 2026 and Q1 Financial Year 2026-27. The continued premiumisation of the vehicle market is expected to increase the value and technology content of components supplied per vehicle. [Source: SIAM/ICRA.]

At the same time, electrification is becoming an increasingly important component of the industrys long-term strategy. SIAM reported that registrations of electric Passenger Vehicles increased by more than 80% during Financial Year 2025-26. The transition is expected to create new opportunities in electric motors, transmission systems, thermal management, power electronics, lightweight components and other new-energy applications. [Source: SIAM.]

Accordingly, the Indian automotive industry is expected to remain a key growth sector for the Indian manufacturing economy, although the rate of growth may normalise in the near term.

Indian Automotive Components Sector Overview:

The Indian automotive components industry recorded its strongest-ever performance during Financial Year 2025-26.

According to the Automotive Component Manufacturers Association of India (ACMA), the industry achieved turnover of approximately Rs 7.59 lakh crore (US$85.9 billion) during Financial Year 2025-26, registering growth of 12.7% over the previous year. Supplies to OEMs increased by 16.3% to Rs 6.52 lakh crore, reflecting higher vehicle production and increasing localisation of components. The domestic aftermarket also grew by approximately 9% to Rs 1.85 lakh crore. [Source: ACMA – Financial Year 2025-26 Industry Performance.]

The industrys export performance continued to improve, with auto-component exports reaching approximately US$24 billion during Financial Year 2025-26. Europe emerged as the fastest-growing export market. Engine components and drive, transmission and steering systems together accounted for more than half of Indias auto-component exports, demonstrating Indias increasing capabilities in precision engineering and powertrain-related manufacturing. [Source: ACMA.]

Auto-component imports stood at approximately US$25.4 billion during Financial Year 2025-26. The continued level of imports also indicates opportunities for further localisation of advanced and specialised components within India. [Source: ACMA.]

The industry is therefore moving beyond being primarily a cost-competitive manufacturing base and is progressively developing into an important global engineering, development and sourcing hub.

Some of the key structural drivers for the auto components industry increasing focus of OEMs on localization and import substitution, Global supply chain diversification, electrification and new power train technologies. These structural factors will support the growth of the Indian automotive component industry over the medium to long term.

These opportunities also come with some of the challenges and risk in terms of rising commodity and energy costs, global trade policies, tariffs and geopolitical tensions and disruptions, technological transition and increasing expectations from customers for quality, costs and delivery.

The Indian automotive component industry is entering a period of structural opportunity, supported by domestic vehicle growth, increasing localisation, global supply-chain diversification, technological advancement and Indias emergence as a global manufacturing and sourcing destination.

In the near term, industry growth is expected to moderate from the high growth witnessed during Financial Year 2025-26. However, the underlying structural drivers remain favourable.

QUALITY AND INFORMATION SECURITY

The Companys focus on quality, productivity and innovations has helped us deliver increased value to our customers. The Company is certified for IATF 16949: 2016 & ISO 14001: 2015 & ISO 45001:2018 (Quality Management Systems).

SHARE CAPITAL

During the year ended 31st March, 2026, there was no change in the issued, subscribed, and paid-up share capital of your Company. The issued and paid-up capital as on 31st March, 2026 was 2,75,278,220 comprising of 2,75,27,822 equity shares of face value of Rs. 10/- each.

DIVIDEND

The board has decided to retain the profits within the Company for future growth and hence no dividend is issued for the year ended 31st March, 2026.

AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES

The Board of Directors does not propose to transfer of any amount to general reserves during the year under review.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company, during the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations), a separate section on Management Discussion and Analysis Report which also covers the operations reflecting the nature of business, forms an integral part of this Annual Report as Annexed as Annexure I.

REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT

There has been no revision in the financial statements or the report of the Board of your Company during the financial year 2026.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

The Company has no subsidiary, joint venture or associate companies.

LISTING INFORMATION

The Company is listed on National Stock Exchange of India Limited ("NSE"). The Company has paid the Annual Listing Fee for the financial year 2026-27. The ISIN No. of the Company for equity is INE129Z01016.

CAPITAL EXPENDITURE

Capital expenditure incurred during the year ended 31st March, 2026 aggregated to Rs. 29.52 mn.

CORPORATE GOVERNANCE AND STATUTORY REPORTS

Transparency is the foundation of our Companys philosophy, and your Company adheres to all corporate governance requirements in letter and spirit. All the Committees of the Board of Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Companys Directors, Key Management Personnel, and Senior Management Personnel have complied with the approved Code of Conduct for Board of Directors and Senior Management Personnel. According to Schedule V of the SEBI Listing Regulations, a declaration to this effect, signed by the Managing Director and CEO of the Company, forms part of the Annual Report. The Report on Corporate Governance, as required under Regulation 34, read along with Schedule V of the SEBI Listing Regulations, is given in Annexure-II. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms is annexed to the Corporate Governance Report.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

- Ms. Prathama Gugale, resigned from the position of Company Secretary and Compliance officer (Key Managerial Personnel) of the Company w.e.f..05th November, 2025.

- Ms. Kusum Anjana has been appointed as Company Secretary & Compliance officer of the company w.e.f. 12th November, 2025.

- Mr. Dara Kalyaniwala (DIN: 03311200) was re-appointed as a Non-Executive Independent Director of the Company for a second consecutive term of five years, from 02 September 2025 to 01 September 2030 (both days inclusive).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of executive, non-executive, and independent Directors.

The Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys business for effective functioning and how the current Board of Directors are fulfilling the required skills and competencies. This is detailed at length in the Corporate Governance Report.

Pursuant to Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to Directors key managerial personnel who were appointed / re-appointed or resigned / retired are reported as under:

- Director(s) retired by rotation and re-appointment

During the financial year 2026, at the Eighteenth (18th) Annual General Meeting held on 24th September 2025 Mr. Michael Hummelbrunner (DIN: 10483465), was re-appointed as Non-Executive & Non-Independent Director liable to retire by rotation.

- Re- appointment of Mr. Dara Kalyaniwala, Non-Executive Independent Director, for a second consecutive term

Mr. Dara Kalyaniwala (DIN: 03311200) completed his first term of five (5) years as Independent Director of the Company on 01st September, 2025. On the recommendation of the Nomination & Remuneration Committee and the Board of Directors, the shareholders had approved the reappointment of Mr. Dara Kalyaniwala as Non-Executive Independent Director of the Company for a second term of five (5) consecutive years commencing from 02 September 2025 to 01 September 2030 (both days inclusive) inclusive, by way of passing Special Resolution at 18th Annual General Meeting.

- Resignation of Ms. Prathama Gugale, Company Secretary & Compliance officer of the company

Ms. Prathama Gugale, resigned from the position of Company Secretary and Compliance officer (Key Managerial Personnel) of the Company w.e.f. 05th November, 2025. The Board places on record its appreciation for the assistance provided by Ms. Prathama Gugale during her tenure as Company secretary of the Company.

- Appointment of Ms. Kusum Anjana, Company Secretary & Compliance officer of the company

Ms. Kusum Anjana was appointed as the Company Secretary and Compliance Officer of your company w.e.f 12th November, 2025. in accordance with the provisions of Section 203 of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. As per regulation 6 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") vacancy in the office of the Compliance Officer is filled by your company within the stipulated time limit of not later than three months from the date of vacancy.

- Director(s) retired by rotation and re-appointment

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the Directors are liable to retire by rotation and if eligible, offer themselves for reappointment. In the ensuing Annual General Meeting, Mr. Hari Nair (DIN: 00471889), Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.

The approval of the Members for the re-appointment of Mr. Hari Nair has been sought in the Notice convening the 19th (Nineteenth) Annual General Meeting of your Company scheduled to be held on 23rd September, 2026.

Particulars in pursuance of Regulation 36 of Listing Regulations read with Secretarial Standard-2 on General Meetings relating to Mr. Hari Nair are given in the Notice convening the AGM.

None of the Directors is disqualified from being appointed as or for holding office as Director, as stipulated under Section 164 of the Act.

INDEPENDENT DIRECTORS

Mr. Dara Kalyaniwala (03311200), Mr. Partha Pati (DIN: 10936689) and Ms. Revati Purohit (08765890) are Non- Executive Independent Directors of your company.

All Independent Directors have given declaration that:

a) They meet the criteria for independence as laid down under Section 149 (6) of the Act read with 16(1)(b) of the Listing Regulations.

b) In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

c) The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

d) They have complied with the requirement of inclusion of their name in the data bank maintained by Indian Institute of Corporate Affairs as envisaged under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, as applicable and they hold valid registration certificate with Data Bank of Independent Directors.

None of the Independent Directors serve as an Independent Director in more than the maximum permissible number of directorships and have not crossed the maximum tenure of Independent Director. The Board confirms that all the independent directors are proficient and are performing their duties with integrity.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are Independent of the Management, and possess requisite qualifications, experience, proficiency, expertise, and they hold highest standards of integrity. Further there has been no change in the circumstances affecting their status as Independent Directors of your Company.

The terms and conditions of appointment of the Independent Directors are posted on Companys website at https://sintercom.co.in/wp-content/uploads/2022/02/Terms-andconditions-for-appointment-as-an Independent-Director-of-Sintercom-IndiaLimited.pdf.

KEY MANAGERIAL PERSONNEL (KMPS)

Pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of your Company as on 31st March, 2026 and as on date of this Report are as follows:

Name of KMP	Category and Designation
Mr. Jignesh Raval	Managing Director
Mr. Pankaj Bhatawadekar	Chief Financial Officer
Ms. Kusum Anjana*	Company Secretary & Compliance Officer

During the year under review Ms. Prathama Gugale Company Secretary & Compliance Officer of your company resigned from the position of Company Secretary and Compliance officer due to personal reason w.e.f. 05th November, 2025.

*Due to vacancy in the office of Compliance Officer Board of Director of your company on the recommendation of Nomination and Remuneration Committee appointed Ms. Kusum Anjana, as the Company Secretary and Compliance Officer of your company w.e.f 12th November, 2025. . As per regulation 6 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") vacancy in the office of the Compliance Officer is filled by your company within the stipulated time limit of not later than three months from the date of vacancy.

STATEMENT ON COMPLIANCE WITH 17

Please refer to the Annexure IX of this Report for compliance with the Code of Conduct of Board of Directors and Senior Management of the Company.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board exhibits strong operational oversight with regular presentations by business heads to the Board. The Board and committee meetings are prescheduled, and a tentative annual calendar of Board and committee meetings is circulated to the directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.

Total 4 (Four) Board Meetings were held during the financial year 2025-26. The intervening gap between the two Board meetings was within the period prescribed under the Companies Act, 2013, the SEBI Listing Regulation, Secretarial Standard-1 and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI.

During the year under review, the Board has accepted the recommendations of the Audit Committee. The details of meetings of the Board of Directors are provided in the Report on Corporate Governance that forms integral part of this Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

As required under the Act and the Listing Regulations, the Company has constituted the following statutory committees:

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholder Relationship Committee

- Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held in financial year 2025-26 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors are kept informed of your Companys business activities in all areas. During the financial year ended 31st March, 2026 the Independent Directors held a separate meeting on 12th February, 2026 in Compliance with the requirement of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements). The said meeting was attended by all the Independent Directors in which the Independent Directors reviewed the performance of (i) non- Independent Directors, (ii) the Board as a whole and (iii) Chairperson of your Company for the year under review.

They also assessed the quality, quantity and Timeliness of flow of information between your Companys Management and the Board that are necessary for the Directors to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of your Company, Board deliberation and contribution of the Chairperson and other Directors in the growth of your Company. All the Independent Director were present at the Meeting.

EVALUATION OF BOARD OF DIRECTORS, COMMITTEES, AND INDIVIDUAL DIRECTOR

Pursuant to the provisions of the Act and Listing Regulations, the Nomination & Remuneration Committee has set up a formal mechanism to evaluate the performance of the Board of Directors as well as that of the Committees and individual Directors, including Chairperson of the Board, Key Managerial Personnel/ Senior Management, etc.

The Board has carried out an annual performance evaluation of its own performance, the performance of Independent Directors and other Directors individually, as well as the evaluation of the working of its Committees for the Year 2026. The exercise was carried out through an evaluation process covering aspects such as the composition of the Board, experience competencies, government issues, attendances, specific duties, etc.

The performance of each of the non-independent directors (including the chairperson) was also evaluated by the independent directors at the separate meeting held by the Independent Directors of the Company.

FAMILIARIZATION PROGRAMME

Your Company has adopted the familiarization program for independent Directors in compliance of the Regulation 25(7) of the Listing Regulations, The Company regularly provides orientation and business overview to its directors by way of detailed presentations by the various business and functional heads at Board meetings and through other interactive programs. Such meetings/programs include briefings on the domestic and global business of the Company. Besides this, the Directors are regularly updated about Companys new projects, R&D initiatives, changes in the regulatory environment and strategic direction.

Periodic presentations were made at the Board and its Committee Meetings, on business and performance updates of your Company, the global business environment, business strategy and various risks involved.

The Board members are also provided relevant documents, reports and internal policies to facilitate familiarization with the Companys procedures and practices, from time to time.

The details of program for familiarization for Independent Directors are posted on the website of the Company and can be accessed at https://sintercom.co.in/wp-content/uploads/2022/06/Details-of-Familisation-program.pdf.

DISCLOSURE BY DIRECTORS

The Board of Directors have submitted a notice of interest in Form MBP-1 under Section 184(1) as well as intimation by directors in Form DIR-8 under Section 164(2) and declaration as to the compliance with the Code of Conduct of the Company.

VIGIL MECHANISM / WHISTLE BLOWER

Your Company has established a vigil mechanism through a Whistle Blower Policy within your Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

The policy of such mechanism which has been circulated to all employees within your Company, provides a framework to the employees for guided & proper utilization of the mechanism. Under the said Policy, provisions have been made to safeguard persons who use this mechanism from victimization. The Policy also provides access to the Chairman of the Audit Committee by any person under certain circumstances. The Whistle Blower Policy is available on your Companys website.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Whistle Blower Policy is disclosed on website of your Company and can be accessed through https://sintercom.co.in/wp-content/uploads/2022/02/Whistleblower-Policy.pdf.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a integral part of this Report.

The objectives and key features of this Policy are:

(a) Formulation of the criteria for determining qualifications, positive attributes of directors, Key Managerial Personnel (KMP) and also independence of independent directors

(b) Aligning the remuneration of directors and KMPs with the Companys financial position, remuneration paid by its industry peers, etc.

(c) Performance evaluation of the board, its committees and directors including independent directors

(d) Ensuring board diversity

(e) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down

(f) Directors induction and continued training.

The Nomination & Remuneration Policy is available website of your Company and can be accessed through https://sintercom.co.in/wp-content/uploads/2022/02/REMUNERATION-POLICY.pdf.

During the year under review, there has been no change to the remuneration policy.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, connected persons, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, connected persons and other employees from trading in the shares of the company at the time when unpublished price sensitive information is available.

In compliance with regulation 3(5) and 3(6) of the PIT Regulations, the Company has implemented software for tracking the sharing of Unpublished Price Sensitive Information ("UPSI") among the designated persons and insiders of the Company.

The Policy is available on the website of the Company https://sintercom.co.in/corporatepolicies/

CODE OF CONDUCT

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link: https://sintercom.co.in/wp-content/uploads/2ssss022/02/Code-of-conduct-for-board-members-and-senior-management-personnel.pdf

PARTICULARS OF EMPLOYEE AND REMUNERATION

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 as amended from time to time, is annexed to the Report as "Annexure V".

A 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 Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary at investor@sintercom.co.in. None of the employees listed in the said Annexure are related to any Director of the Company. It shall also be kept open for inspection by any member at the registered office of the Company during business hours.

During the financial year 2025-2026, no employee, whether employed for whole or part of the year, was drawing remuneration in excess of the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT:

Our Risk Management Framework, refined over the years, provides a structured approach to identifying, assessing, and mitigating risks. It integrates both bottom-up and top down perspectives for a balanced evaluation.

Sintercom recognizes navigating emerging technologies and an evolving business landscape involves inherent risks. By emphasizing robust risk management, we establish strong internal processes to address unforeseen challenges systematically. This proactive approach enhances performance and operational efficiency and reinforces our resilience, instilling confidence amongst customers and shareholders.

The risk management framework prioritizes proactively assessing risks and opportunities, enabling informed decision-making and fostering sustainable growth

The oversight of risk management is conducted through a multi-level governance structure comprising:

- The Board of Directors,

- Heads of functions and

- The process owners

During the regular management meetings at all management levels, opportunities, risks and optimization measures are reviewed in detail. Any exceptional situations having potential risks are identified and treated at the early stage to minimize their impact on financial and income positions.

DEPOSITS

The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

As on 31st March, 2026 the Company has an outstanding unsecured loan including interest thereon of Rs. 81.38 mn from Mr. Jignesh Raval, Managing Director and he has given declaration that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. This borrowing is exempted deposit as per Rule 2 (c) (viii) Companies (Acceptance of Deposits) Rules, 2014.

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

A. Conservation of Energy

There is constant focus at all level in the organization to conserve energy and use it efficiently. This is also key to financial success, as energy is one of the important cost elements of conversion cost. Your Company has been implementing short- and long-term actions to improve the energy efficiency as its commitment towards minimizing the effects of factors of climate change. It has grounded mechanism to excel in this area. Regular review is conducted for evaluating the progress and effectiveness of various ongoing initiatives to reduce the energy consumption.

Energizing Low Carbon, Sustainable Operations

- The Company has tied up with M/s RMK Infrastructure, Pune, Maharashtra and has successfully commissioned captive solar power projects in Village Mangrul, Tal Maval, Pune with plant capacity of 1 MW power generation. This project is generating around 2 million kWh of electricity per year helping to reduce Sintercoms carbon footprint by approx.1900 tonnes of CO2 emission per year.

- Your Company has started converting one time used carton boxes into returnable boxes. This will help reduction of carton box and returnable PP boxes can be used for multiple time.

- Your Company has made rainwater storage pond, to hold water upto Rs. 1.80 lacs litre.

B. Technology Absorption

The Company has existing Joint Venture agreement with M/s Miba Sinter Holding Gmbh & Co KG, Austria. The Company has also entered into technology transfer agreements with Miba Austria. Under these agreements, Miba has transferred technology for development of high strength sinter hardened Synchro hub, Cam to Cam gears and Cam to Cam Backlash Gears. The plant has been designed to suit the said technology. The products produced by using these technologies have demand in the Indian market. The Company frequently runs inhouse training programs for product improvement, cost reduction, product development or import substitutions. The Company also takes help of external consultants whenever required on these aspects.

C. Foreign Exchange Earnings & Outgo:

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

Particulars	2025-2026	2024-2025
Foreign Exchange Earnings in terms of actual inflows	49,349	13,759
Foreign Exchange Outgo in terms of actual outflows	1,25,959	62,451
CIF Value of Imports	1,59,605	108,664

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report as per Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure VI.

Policy is available on companys website: https://sintercom.co.in/wp-content/uploads/2022/02/CSR-Policy.pdf.

AUDITORS

STATUTORY AUDITOR

The Members of the Company have approved the appointment of M/s. Patki & Soman, Chartered Accountants [ICAI Firm Registration Number: 107830W], as the Statutory Auditors of the Company to hold office for a period of five years i.e., from the conclusion of the 15th AGM held on 23rd September, 2022 until the conclusion of the 20th Annual General Meeting of the Company.

Your Companys Audited Financial Statements have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The report of the Statutory Auditors on the Audited Financial Statements for the financial year ended 31st March, 2026 is annexed and forms an integral part of this report and does not contain any qualifications, reservations, adverse remarks, disclaimers requiring any comments by the Board of Directors.

Statutory Auditors of the Company have not reported any fraud for the year under review.

SECRETARIAL AUDITOR

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company at 18th AGM, appointed Kanj & Associates, a Peer Reviewed firm of Company Secretaries in Practice (registration no. P2000MH005900) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive financial years (from 01 April, 2025 to 31st March 2030), to hold the office from conclusion of 18th (eighteenth) Annual General Meeting ("AGM") till the conclusion of 23rd (Twenty third) AGM of the Company to be held in the year 2030. The Secretarial Audit Report for the Financial Year 2026 does not contain any qualifications, reservations or adverse remarks and notes thereto are self- explanatory and do not require any explanations by the Board of Directors and is attached to this report as Annexure C.

INTERNAL AUDITOR

In accordance with the provision of Section 138 of the Companies Act, 2013 and Rules made thereunder, your Company had appointed Ms. Kusum Anjana as the Internal Auditor of the Company for Financial Year 2025-26 and takes her suggestions and recommendation to improve and strengthen the internal control system.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS

During the year under review, the statutory auditors or the secretarial auditors have not reported any instances of fraud committed against your Company by its officers or employees to the audit committee/ Board and/or Central Government, under Section 143 (12) of the Act, and Rules framed thereunder, the details of which would need to be mentioned in the Boards report

COMPLIANCE WITH SECRETARIAL STANDARD

During the financial year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134(3) (c) of the Companies Act, 2013, the Directors hereby state that:

a) in the preparation of the Annual Accounts for the year ending 31st March 2026, the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) 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;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

FINANCE AND ACCOUNTS

Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Companies act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. IND AS is applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys financial position.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Act and the Rules made thereunder and amended from time to Time, the Annual Return of your Company in prescribed Form MGT-7 is available on the website of your Company at and can be accessed through https://sintercom.co.in/other-compliances/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has not entered into any transaction pertaining to loans, guarantee or investment as per Section 186 of the Companies Act, 2013.

PARTICULARS OF RELATED PARTY TRANSACTIONS

The Company has a robust process for approval of Related Party Transactions (RPT) and dealing with the Related Parties. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction & Dealing with Related Party Transactions (RPT Policy) which is also available on the Companys website at https://sintercom.co.in/wp-content/uploads/2025/06/RPT-Policy.pdf. The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The Board approved amendment to the RPT Policy at its meeting on 12th May, 2025, based on the Audit Committees recommendation. These changes were made to incorporate the amendments to the Listing Regulations.

During the year under review, contract or arrangements entered into with related party as defined under Section 2(76) of the Companies Act, 2013 by your Company were at arms length basis and in the ordinary course of business. All Related Party Transaction and subsequent material modifications are placed before the Audit Committee for its review and approval.

As per the SEBI Listing Regulations, if any Related Party Transactions (RPTs) exceeds 1,000 crore or 10% of the annual turnover as per the last audited financial statement whichever is lower, would be as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval.

All RPT entered during the year were in ordinary course of the business and at arms length basis.

The shareholder via Postal ballot had approved entering into and/or continuing with Material Related Party Transactions/ contracts/arrangements/ agreements with Miba Sinter Austria GmbH, a Related Party within the meaning of Section 2(76) of the Act, and Regulation 2(1)(zb) of the Listing Regulations for purchase of Purchase of Hybrid Damped Gear and Camshaft Gear, for a financial year 2024-25, individually and/ or in the aggregate up to an amount not exceeding Rs. Rs. 50 Crore during the financial year 2025-26 and AJ Fibertek India Private Limited, a Related Party within the meaning of Section 2(76) of the Act, and Regulation 2(1)(zb) of the Listing Regulations for Purchase of tools & moulds, short term borrowing for working capital individually and/ or in the aggregate up to an amount not exceeding Rs. 12 crore during the financial year 2025-26.

Pursuant to the provisions of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of the contracts or arrangements with related parties referred to in section 188(1) in Form AOC-2 is annexed as Annexure IV

During financial year 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

INTERNAL FINANCIAL CONTROL SYSTEM AND ADEQUACY

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. An extensive program of internal audits and management reviews supplements the process of internal financial control framework. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal financial control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. In addition, the Company has identified and documented the risks and controls for each process that has a relationship to the financial operations and reporting.

The Audit Committee assists the Board in discharging of its responsibility to oversee the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committees purpose is to oversee the accounting and financial reporting statements, the appointment, independence, performance and remuneration of the Statutory Auditors, the performance of Internal Auditors of the Company.

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

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 a committee called the Internal Complaints Committee has been established to provide a mechanism to redress grievances pertaining to sexual harassment at workplace and Gender Equality of working women.

During the year the Internal Complaints Committee of the company has not received any complaint in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of sexual harassment complaints received and disposed-off during the Financial Year ended March 31, 2026.

Particulars	No. of Complaints
Number of complaints of sexual harassment received in the year;	NIL
Number of complaints disposed of during the financial year	NIL
Number of cases pending for more than ninety days	NIL

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In accordance with the requirements under the Companies (Accounts) Rules and other applicable provisions, the Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961 and its subsequent amendments.

The Company is committed to fostering a supportive and inclusive work environment and ensures that all eligible women employees are granted maternity benefits as per the Act. This includes paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

Further, the Company has taken adequate steps to create awareness among women employees regarding their rights under the Act and has put in place internal mechanisms to monitor and ensure continued compliance.

NON-DISQUALIFICATION OF DIRECTORS

None of the directors of the Company are disqualified from being appointed as a director and the relevant certificate for the same from the Practicing Company Secretary in annexed as Annexure VII.

POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of SEBI (LODR), Regulations, 2015 the Company has maintained the policy of preservation of documents as per Regulation 9 (a) & 9 (b) of SEBI (LODR), Regulations, 2015 and the same has been uploaded on the website of the Company on https://sintercom.co.in/wp-content/uploads/2022/06/Preservation-And-ArchivalPolicy.pdf

ORDER OF SEBI & NSE

There are no orders received by the Company from SEBI and NSE which would impact the listing of the Companys shares

COST RECORDS

The provisions of section 148(1) of the Companies Act, 2013 and other applicable rules and provisions do not apply to the company. Therefore, no cost record has been maintained by the Company.

CREDIT RATING

As on the date of this report, the credit ratings are as follows,

Type	Rating
Long Term Rating	CRISIL BB+/Stable
Short Term Rating	CRISIL A4+

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of Section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

There is no unpaid Dividend or Share Application Money pending to be refunded to the investors and shareholders till 31st March 2026.

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 financial year 2025- 2026, your Company has not made any one-time settlement with the banks or financial institutions and hence, the same is not applicable to the Company.

INSURANCE

Your Company generally maintains insurance covering our inventories/ stock at such levels that we believe to be appropriate. The insurance policy covers stock lying in the premises, stock in transit and the stock which is in our custody and specified location/ person like warehouse or vendors locations.

As per Regulation 25(10) of SEBI (LODR) Regulation, 2015 the company has Directors & officers insurance in place.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Your Company does not fall under top 1000 listed entities as per Market Capitalization. Hence, the Business Responsibility & Sustainability Report for the financial year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not enclosed to this Annual Report.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

MUFG Intime India Private Limited

(Formerly known as Link intime India Pvt. Ltd.)

Block No. 202, 2nd Floor, Akshay Complex,

Near Ganesh Temple, Off Dhole Patil Road, Pune – 411001

Tel: 020 - 2616 1629 / 2616 0084 Fax: 020 - 2616 3503

Email: pune@in.mpms.mufg.com Website: www.in.mpms.mufg.com

DISCLOSURE

Your Directors are pleased to furnish the details which are required to be reported by your Company in the Directors Report pursuant to Section 134(3)(a) to (q) of the Act.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items, or these items are not applicable to your Company:

1. No material changes or commitments, affecting the financial position of your Company occurred between the end of the financial year of your Company i.e., 31st March, 2026 and the date of this Report.

2. No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. Further no application against your Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), nor your Company has done any one-time settlement with any Bank or Financial institutions.

3. Your Company does not have employee stock option scheme.

4. The Company has neither issued shares with differential voting rights as to dividend or otherwise nor has granted any stock options or sweat equity to the employee of the Company. As on 31st March, 2026, none of the Directors of the company hold instruments convertible into equity shares of the Company.

5. Your Company has not resorted to any buyback of its Equity Shares during the year under review.

6. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustee for the benefit of employees.

7. The Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2026, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon;

8. The Company has not raised any funds through qualified institutions placement as per Regulation 32(7A) of the SEBI Listing Regulations;

9. The Company does not engage in commodity hedging activities;

ACKNOWLEDGEMENTS:

Your Directors would like to record their appreciation for the enormous personal efforts and collective contribution of all employees to the Companys performance. They would also like to thank the Companys customers, employee unions, shareholders, dealers, suppliers, bankers, government agencies, and all stakeholders for their cooperation and support, and their confidence in the management.

FOR AND ON BEHALF OF THE BOARD

For Sintercom India Limited

Hari Nair

Chairperson

DIN: 00471889

Pune, 15th May, 2026

Regd. Office: Gat No. 127, At Post Mangrul,

Tal-Maval, Talegaon Dabhade, Pune 410 507