Sandhar Technologies Limited

DEAR SHAREHOLDERS,

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

OPERATIONS - FINANCIALS

The summarized standalone and consolidated financial performance of the Company for the Financial Year ended the 31st March,

2024 as compared to the previous year is as under:

INDUSTRY UPDATE

In the dynamic landscape of the automobile sector, innovation remains the driving force propelling the industry forward.

Throughout the past year, significant strides have been made in electric vehicle technology, with leading companies redoubling their efforts to diminish carbon footprints and adhere to stringent emission standards. Despite facing global supply chain hurdles, manufacturers have demonstrated resilience by harnessing digital solutions to streamline production processes and mitigate disruptions

As the industry navigates through unprecedented challenges, collaboration, adaptation and innovation remain essential for fostering sustained growth and resilience.

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

The Domestic Commercial Vehicle industry experienced marginal growth to 0.97 million units, with some drop experienced in Light Commercial Vehicles (LCVs) and Small Commercial Vehicles (SCVs) due to de-growth in the CNG segment. Overall exports remained under stress during the last financial year, with a sizeable drop in Commercial Vehicles,

Two-Wheelers and Three-Wheelers, though Passenger Vehicles grew marginally. However, a good recovery was seen in the last quarter, especially for two-wheelers, indicating better potential for the current year. effectively. According to industry observers, 2024-2025 will also see an acceleration in the adoption of electric vehicles, which has already started taking root in 2022.

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

MAJOR HIGHLIGHTS i. On Consolidated basis, the revenue from operations and other incomes in FY 2023-24 was INR. 3,531.90

Crores, higher by 21% over the previous years' revenue of INR. 2,921.40 Crores. The total comprehensive income attributable to shareholders in FY 2023-24 was INR. 111.70 Crores registering a growth of 48% over the previous years of INR. 75.67 Crores in FY 2022-23. ii. On Standalone basis, the revenue from operations and other incomes in FY 2023-24 was INR. 2,727.34 Crores, higher by 13% over the previous years' revenue of INR.

2,409.76 Crores. The total comprehensive income attributable to shareholders in FY 2023-24 was INR. 113.84 Crores registering a growth of 38% over the previous years of INR. 82.44 Crores in FY 2022-23. iii. During the FY 2023-24, 6 Patents were granted to your company by the Controller ofPatent,ThePatentOffice, Government of India. iv. Your company has consolidated its manufacturing facilities for Assembly Business and Sheet Metal Business into a single state-of-the-art manufacturing facility located in Mysuru. v. Your company has acquired factory premises spanning an area of 34 bigha, 06 Bishwa, situated at Village Mouza Bhatian, Pragna Plassi, Tehsil Nalagarh, Distt, Solan, Himachal Pradesh. This acquisition is aimed at consolidating the existing two units of the company, one of which is currently situated on leased premises. The acquired land will also serve as a foundation for the company's future expansion plans.

STATE OF COMPANY'S AFFAIRS

A comprehensive analysis of the state of affairs of the

Company has been addressed within the Management Discussion and Analysis (MDA) section. The MDA for the relevant year, as mandated by Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

("Listing Regulations"), is annexed as “Annexure-A” forming part of the Annual Report. Further, during the year under review, there was no change in the nature of business of the Company.

AMOUNT TRANSFERRED TO RESERVE

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

DIVIDEND

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

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

The dividend on Equity Shares if approved by the Members, would involve a cash outflow of INR. 19.56 Crores (Indian Rupees

Nineteen Crore Fifty-Six Lacs) resulting in a dividend pay-out of 32.50% for the financial year ended 31^st March, 2024. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(“Listing Regulations”) is available on the Company's website at https://sandhargroup.com/uploads/Investor/dividend-distribution-policy_new.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

SHARE CAPITAL

The Authorised Share Capital of the Company is INR. 7000.00

Lacs divided into 680.00 Lacs Equity Shares of INR. 10/- (Indian Rupees Ten only) each and 2.00 Lacs Preference Shares of INR. 100/- (Indian Rupees Hundred only) each.

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

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

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

SUBSIDIARIES AND JOINT VENTURES

During the year under review, no new Subsidiary or Joint Venture Company has been incorporated. The Group consist of following Subsidiaries and Joint Ventures:

Subsidiaries:

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

ii. Sandhar Engineering Private Limited

iii. Sandhar Tooling Private Limited

iv. Sandhar Automotive Systems Private Limited

v. Sandhar Auto Castings Private Limited

vi. Sandhar Auto Electric Solutions Private Limited

Step down subsidiaries: overseas

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

ii. Sandhar Technologies, Poland, Sp. Zoo¹

iii. Sandhar Technologies Ro SRL (Romania)¹

i. Sandhar Han Sung Technologies Private Limited

ii. Jinyoung Sandhar Mechatronics Private Limited

iii. Sandhar Amkin Industries Private Limited²

iv. Kwangsung Sandhar Technologies Private Limited

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

vi. Sandhar Whetron Electronics Private Limited

vii. Winnercom Sandhar Technologies Private Limited

viii. Sandhar Han Shin Auto Technologies Private Limited

Notes:

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

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

3. During the year under review:

I. Application made to Registrar of Companies, Delhi and Haryana for striking off of Sandhar Auto Electric

Technologies Private Limited (Step down Subsidiary of Sandhar Technologies Limited) was approved w.e.f. 08th November, 2023. As per sub-section (5) of Section 248 of the Companies Act, 2013, the company has been officially struck off from the Register of Companies.

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

III. Sandhar Engineering Private Limited (SEPL), a wholly-owned subsidiary of Sandhar Technologies Limited has executed lease deed with Gujarat Industrial

Development Corporation (GIDC) for the period of 99

(Ninety-Nine) Years for the premises located at Plot No. 101/1+2/A at Halol-2 & Halol (Masawad) Industrial Estate, Taluka – Halol, Dist. Panchmahal, Gujarat, for the future expansion planes of the SEPL.

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

October 2023. This establishment not only reinforces but also endeavors to broaden the company's footprint in the Automotive Sector, serving OEMs and other customers, particularly in the Sheet Metal Components. The inauguration of this plant is anticipated to substantially boost SEPL's growth prospects in the near future. V. The Company has acquired 12,05,000 equity shares of “Sandhar Tooling Private Limited” (STPL) from its existing shareholders. Consequently, STPL has become a wholly owned subsidiary of Sandhar Technologies Limited w.e.f. 31st January, 2024.

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

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

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

CAPEX AND LIQUIDITY

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

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As per Section 134(3)(g) of the Act, particulars of Loans, Guarantees and Investments made during the Financial Year 2023-2024, under the provisions of Section 186 of the

Act, along with the details of purpose for which the loan or guarantee or security was proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note no. 33 of the Financial Statements.

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

RELATED PARTY TRANSACTION

In line with the provisions of Section 188(1) of the Act and Listing

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

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

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

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

The Company's Policy on dealing with and materiality of Related Party Transactions is available on the website of the Company at https://sandhargroup.com/uploads/Governance/ sandahr_policy-for-determination-of-materiality-of-and-dealing-with-related-party-transaction-1.pdf Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT ant or material signific AsperSection134(3)(l)oftheAct,no changes impacting the financial position of the Company occurred from the conclusion of the Financial Year 2023-2024 until the date of this report.

IN-HOUSE R & D DIVISION

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

INFORMATION TECHNOLOGY

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

1) Quality Education

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

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

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

Remedial and Support Education

Teaching Learning Materials

Mental Health and Well-being Programme (Manoshakti)

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

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

c) Sansthanam Abhay Daanam: Sandhar, in collaboration with Sansthanam Abhay Daanam, has launched an education and vocational training program dedicated to empowering individuals through skill development in diverse handicrafts.

This initiative aims to offer training in areas such handloom weaving (Hathkargha), sewing, stitching, pottery and other handicrafts, thereby enhancing employability and fostering self-sufficiency.

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

2) Skill Development

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

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

CLUSTER.

3) HEALTH & HYGIENE SUPPORT TO COMMUNITY

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

Key Project Highlights:

Averaging 1,000 OPD visits monthly

Introducing consultant gynecologist services in

FY 2023-24

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

Offering free health checkups and medicines to beneficiaries

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

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

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

The information pertaining to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo by the Company pursuant to Section 134(3)(m) of the

Companies Act, 2013 read with Rule 8(3) of the Companies

(Accounts) Rules, 2014 is annexed as “Annexure-D”.

CORPORATE GOVERNANCE

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

The Company conducts its affairs with fairness and transparency, recognizing the importance of earning and maintaining the trust of its stakeholders. Corporate Governance is regarded as fundamental to nurturing a forward-thinking organization capable of delivering sustainable growth. In its engagements with external stakeholders, the Company prioritizes transparency, ensuring timely sharing of information. Leadership sets the tone through their actions, ensuring the organization remains aligned with its culture and values in both principle and practice.

The Company has complied with the Corporate Governance requirements as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the

Companies Act, 2013, a report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as “Annexure-E” to the Directors' Report.

The Certificate issued by M/s. K.K. Sachdeva & Associates, Practising Company Secretaries confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as “Annexure-F” to the Directors' Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company follows a policy of ensuring a harmonious blend of Executive and Non-Executive Directors on the Board. As of 31st March, 2024 the composition of the Board and Key Managerial Personnel is as follows:

CHANGE IN DIRECTORS & KMP

i) Shri Vikrampati Singhania (DIN: 00040659), was appointed as Additional Director and Non-Executive Independent Director on the Board of the Company w.e.f., 09th August,

2023. At the 31st AGM held on 21st September, 2023, the members approved his appointment as an Independent

Director of the Company for a term of 5 years i.e., from 09th August, 2023 to 08th August, 2028. ii) Smt. Archana Capoor (DIN: 01204170), was re-appointed as Non-Executive Independent Director on the Board of the Company w.e.f., 05th November, 2023. At the 31st AGM held on 21st September, 2023, the members approved her re-appointment as an Independent Director of the Company for a second term of 5 years i.e., from 05th November, 2023 to 04th November, 2028.

iii) Shri Bharat Anand (DIN: 02806475), was re-appointed as

Non-Executive Independent Director on the Board of the Company w.e.f, 12th August, 2024. At the 31st AGM held on 21st September, 2023, the members approved his re-appointment as an Independent Director of the Company for a second term of 5 years i.e., from 12th August, 2024 to 11th August, 2029. iv) Smt. Komal Malik, Company Secretary and Compliance

Officer of the Company has resigned from the Company w.e.f, 15th January, 2024, vide resignation letter dated 28th December, 2023. v) Shri Yashpal Jain, Chief Financial Officer of the Company was appointed as Company Secretary (ICSI Membership

No. A13981) of the Company w.e.f., 09th February, 2024.

Consequently, the new designation of Shri Yashpal Jain is

Chief Financial Officer and Company Secretary. vi) Shri Gulshan Ahuja (ICSI Membership No. A58924) was appointed as Deputy Company Secretary & Compliance

Officerof the Company w.e.f., 09th February, 2024. vii) The Board of Directors has designated the following individuals being Business Heads/ Chief Operating

Verticals of the Company, in the capacity as Key Managerial Personnel w.e.f. 20th March, 2024: a) Shri Gurvinder Jeet Singh Senior Advisor & Business

Head/ Chief Operating Officer of Proprietary

Business vertical. b) Shri S Venkataraman Business Head/ Chief Operating

Business vertical. Officer c) Shri Ajay Kumar Raghav Business Head/ Chief

Operating Officer of Castings, Machining & Tooling

Business vertical. d) Shri Niraj Hans Business Head/ Chief Operating

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

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the

Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

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

Following changes occurred in the Board of Directors of the

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

(CEO)Chairman of the and Chief Executive Officer

Company effective from 23rd May, 2024. From that date onwards, his designation in the Company is Chairman, Managing Director and CEO.

iii) Shri Arvind Kapur, Non-Executive Independent Director of the Company, completed his second and final term as

Independent Director on 3rd July, 2024, and ceased to hold the position of Director from that date. iv) Smt. Aabha Bakaya (DIN: 05131734) appointed as

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

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provision of Section 152 of the

Companies Act, 2013 and the Articles of Association of the

Company, Shri Sandeep Dinodia (DIN: 00005395), 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 32^nd Annual General Meeting.

MEETINGS OF THE BOARD

Regular meetings of the Board were held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee meetings proposed to be held in the upcoming quarter(s) was circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, the Board also passed some resolutions by circulation as required from time to time. The Board/Committee meetings of the Company were conducted as per the provisions of the Act, the Listing Regulations and applicable Secretarial Standards. Information as mentioned in the Act, Schedule II to the Listing Regulations and all other material information, as decided by the management were placed for consideration of the Board. Details on the matters to be discussed along with relevant supporting documents, data and other information were furnished in the form of detailed agenda to the Board and the Committees concerned, to enable the directors to take critical decisions and to advise the management accordingly.

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

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

Additionally, several Committee meetings were held during the Financial Year. All recommendations made by the Audit Committee during the financial year 2023-24 were accepted by the Board.

COMMITTEES OF THE BOARD

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

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders Relationship Committee;

5. Share Transfer & Allotment Committee;

6. Finance & Strategy Committee; and

7. Risk Management Committee.

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

ANNUAL GENERAL MEETING

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

NOMINATION AND REMUNERATION POLICY

As per the Listing Regulations and the Act, the Company has established a Nomination & Remuneration Policy covering Directors' Key Managerial Personnel and other employees appointment, remuneration and other matters outlined in

Section 178(3) of the Act (highlighted features). These are succinctly disclosed here and in the Corporate Governance Report, which forms a part of this Annual report.

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

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

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

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing

Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies

(Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

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

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

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

PERFORMANCE EVALUATION OF THE BOARD

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

The Company has established a structured assessment process to evaluate the performance of the Board, its Committees and each Director, including the Chairperson.

These evaluations are conducted confidentially, with Directors providing feedback through ratings based on various metrics.

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

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents and presentations to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board Meetings on business and performance updates of the Company.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

With a view to familiarize the Independent Directors with the

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

1) Detailed presentation provided by Shri Yashpal Jain, Chief Financial Officeron update on new project at Khed City, Pune, Maharashtra.

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

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

Further the complete details of the familiarization programmes held for the Independent Directors is also placed on the website of the Company at https://sandhargroup.com/uploads/Investor/familarization-program-for-2023-24-2.pdf

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

In terms of the SEBI (Prohibition of Insider Trading) Regulations,

2015 (“SEBI Insider Trading Regulations), the Company has adopted a “Code of Conduct for Prohibition of Insider Trading”, which consist of 4 (four) parts mentioned below: a. Code of Conduct for prohibition of Insider Trading; b. Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information; c. Policy for determination of Legitimate purpose; and d. Policy on procedure of enquiry in case of leak of Unpublished Price Sensitive Information.

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

The Code of Conduct for Prohibition of Insider Trading and the Code of Practices and Procedure for Fair Disclosure of

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

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

Unpublished Price Sensitive Information have been uploaded on the Company's website at https://sandhargroup.com/ uploads/Investor/5a-draft-code-of-conduct-for-pit.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. In the preparation of annual accounts for the year ended the 31st March, 2024, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a airs of the Company as aff trueandfairviewofthestateof at the 31st March, 2024 and of the Profit of the Company for the year ended on that date;

3. The Directors havetakenProperandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal

Financial Control are adequate and operating effectively; and

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

POLICIES OF THE COMPANY

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

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

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

RISK MANAGEMENT

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented Vigil Mechanism / Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors, Employees, Stakeholders who observe any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or directly to the Managing Director of the Company, as the case may be. The detailed procedure is provided in the policy and the same is available on official website of the Company at link: https://sandhargroup.com/uploads/Investor/whistle-blower-policy_new.pdf.

HUMAN RESOURCE DEVELOPMENT

Employees are our most valuable resource driving the Company to unparalleled excellence in the automobile business. As a strategic business partner, your Company's HR practices are in alignment with its vision to be a global leader in the integrated automobile business. Our HR vision is to build and nurture a world class human capital for leadership in automobile business, by continuously innovating and adopting best-in-class HR practices to support business leaders through engaged, empowered and enthused employees. As of 31^st March, 2024, SANDHAR employed 1662 individuals on roll. The Company empowers these dedicated individuals through its HR strategies, which prioritize workforce planning, talent acquisition, performance management, learning and development, career advancement, succession planning, leadership development and the enhancement of employee experience and engagement. This is accomplished by offering top-tier employee facilities, welfare benefits and fostering a conducive work environment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing Particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the

Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure-G” of this Annual Report.

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

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

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

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

AUDITORS & AUDITORS' REPORT STATUTORY AUDITORS

M/s. BSR & Co. LLP, Chartered Accountants (Firm's Registration

No. 101248W/W-100022), were re-appointed as the Statutory Auditor of the company for the tenure of five years commencing from the conclusion of the 30^th Annual General

Meeting of the company until the conclusion of the 35^th Annual General Meeting to be held in year 2027.

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

SECRETARIAL AUDITORS

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

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

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

INTERNAL AUDITORS

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

COST AUDITORS

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

M/s. Satija & Co., Cost Accountants (Firm Registration No.

004907) was the Cost Auditors of the Company for the FY 2023-24 & 2022-23. The cost audit report for the FY 2022-23 submitted by the said Cost Auditors during the FY 2023-24 does not contain any qualification, reservation or adverse remark. Also the Cost Auditors of the Company have not reported any matter under Section 143(12) of the Companies

Act, 2013 in their report forFY2022-23. ant and material order passed by

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

A resolution seeking approval of the members for ratification of the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General

Meeting.

REPORTING OF FRAUDS BY AUDITORS

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY THEREOF

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

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

The statutory auditors of the Company have audited the financial statements included in this Annual Report and have issued an attestation report on the Company's internal control over financial reporting (as defined

Companies Act, 2013).

INVESTOR EDUCATION & PROTECTION FUND

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

125 of the Act.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

Therewasno regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

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

ANNUAL RETURN

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

LISTING ON STOCK EXCHANGE

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

CAUTIONARY STATEMENT

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

PERSONNEL & INDUSTRIAL RELATIONS

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

in section 143 of the

PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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

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

OTHER DISCLOSURES

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

APPRECIATION

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