Sintercom India Ltd

REPORT

Dear Members,

Your Board of Director are pleased to present the 17th Annual Report of Sintercom India Limited ("Sintercom" or "Company") together with the audited financial statements for the financial year ended on 31st March 2024. 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.

1. Financial Results:

The Financial performance of the Company during the financial year ended 31st March 2024 as compared to the previous financial year is summarized in the following table:

(Figures in Rs 000)

2. Operational Performance of the Company:

In the year passed by, your Company showed a resilient performance quarter over quarter. For each quarter passed by, Company registered a consistent margin improvement and steady growth in sales. Overall, Company has delivered growth of about 6% in line to the overall auto industry.

Your Company recorded net sales of Rs. 877 mn in FY 2023 24, against Rs. 822 mn in the previous year, registering a 6.7 per cent year-on-year growth. Sales growth was driven by an uptick in volumes from our major customers. Your Company has delivered a robust

growth in profits. Earnings before interest, depreciation, and tax expenses (EBITDA) grew to Rs. 146.48 mn from Rs. 114.17 mn, and EBITDA margin increased to 16.7 per cent in FY 202324 from 13.9 per cent in FY 2022-23. The profit before tax for the year was Rs. 18.70 mn compared with Rs. 2.59 mn in the previous year. The cost optimization initiatives and other VAVE initiates yielded results, thereby supporting increase in profits. Furthermore, logistics costs and supply chain disruptions, which impacted performance in the previous year, were under control in the current year.

Your Company maintained a robust partnership with all OEMs by consistently delivering high-quality products and offering superior service support. Our goal for the OEM accounts is to maintain our strong position, which drives significant business volume and ensures that customers start their journey with our technology driven products, paving the way to secure future business.

3. Industry Update & Outlook:

The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement.

India enjoys a strong position in the global heavy vehicles market as it is the largest tractor producer, second-largest bus manufacturer, and third-largest heavy truck manufacturer in the world. India's automobile sector is split into four segments, i.e., two-wheelers, three- wheelers, passenger vehicles, and commercial vehicles, each having a few market leaders. Two-wheelers and passenger vehicles dominate the domestic demand. The two-wheelers segment dominates the market in terms of volume, owing to a growing middle class and a huge percentage of India's population being young. Moreover, the growing interest of companies in exploring the rural markets further aided the growth of the sector. The rising logistics and passenger transportation industries are driving up demand for commercial vehicles. Future market growth is anticipated to be fueled by new trends including the electrification of vehicles, particularly three-wheelers and small passenger automobiles.

India has ample growth potential for the automobile industry considering that the car ownership in India lags significantly behind developed regions like the US, China, and Europe, where 80-90% of the population owns a car, compared to only around 8% in India. With a projected growth from 3.99 million units in 2023 to 6.38 million units by 2030 at a CAGR of 6.94%, India's automotive industry is accelerating towards a vibrant future. Delve into the dynamics, segments, regional insights, and competitive landscape shaping this dynamic market.

According to the Society of Indian Automobile Manufacturers (SIAM), overall automotive production grew by 8.8% and domestic sales grew by 11.4% in the FY 2023-24. Passenger vehicle production was closer to the 5 million units for the first time. Two-wheeler sales in the domestic market have also picked up and increased by 13.3% year-on-year. However, exports declined compared to the previous year due to lower demand from developed markets and high channel inventory. Positive consumer sentiments, rising aspirational middle class, and launch of new vehicles drove passenger vehicle sales, especially compact SUVs. Similarly, increased business activity and infrastructure development supported commercial vehicle sales, while an increase in rural income levels powered sales of two and three-wheelers. These evolving industry dynamics created a positive demand environment for our products with the OEMs and in the replacement market.

Indian Automotive Components Sector Overview:

India has become the fastest-growing economy in the world in recent years. This fast growth, coupled with rising incomes, a boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry. The two-wheeler segment dominated the automobile industry because of the Indian middle class, with automobile sales standing at 23.85 million units in FY24.

Indian Auto Component Industry clocks highest-ever turnover of $69.7 Bn, grows 33% in FY 2022-23. The growing presence of global automobile Original Equipment Manufacturers (OEMs) in the Indian auto components industry has significantly increased the localization of their components in the country. (source: https://www.investindia.gov.in/sector/auto- components)

India's auto component industry is an important sector driving macroeconomic growth and employment. The industry comprises players of all sizes, from large corporations to micro entities, spread across clusters throughout the country. The auto components industry accounted for ~ 2.3% of India's GDP and provided direct employment to more than 1.5 million people. By 2026, the automobile component sector will contribute 5-7% of India's GDP. The Automotive Mission Plan (2016-26) projects to provide direct incremental employment to 3.2 million by 2026.The automobile component industry turnover stood at Rs. 5.6 lakh crore (US$ 69.7 billion) between April 2022-March 2023. The industry had revenue growth of 23% as compared to 2018-19. The auto components industry is expected to grow to US$ 200 billion by FY26. According to ICRA, Auto ancillaries' revenue is estimated to increase by 8-10% in FY25.

4. Quality and Information Security:

The Company's 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).

5. Share Capital:

During the year ended 31st March, 2024, there was no change in the issued, subscribed and paid-up share capital of your Company. The issued and paid-up capital as on 31 March, 2024 was 2,75,278,220 comprising of 2,75,27,822 equity shares of face value of Rs. 10/- each.

6. State of your company's affairs & Management Discussion and Analysis

During the year under review there is no change in the nature of the business of your Company. The Management Discussion and Analysis, as required in terms of the Listing Regulations, is annexed and forms an integral part of this report.

7. 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 March 31, 2024.

8. Details of Subsidiaries, Joint Ventures (JV) or Associate Companies (AC):

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

9. Amounts proposed to be carried to any Reserves:

During the year under review, the company does not propose to transfer any amount to the reserves.

10. 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 2024-25.

The ISIN No. of the Company for equity is INE129Z01016.

11. Change in nature of business, if any, Details of significant orders passed by Regulators and Material Changes if any between the end of the financial year 31st March, 2024 of the Company and the date of the report:

As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 following material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is not affecting the financial position of the Company.

• Mr. Satish Barve (DIN: 03575465) resigned from the post of Non-Executive NonIndependent Director of the Company along with all the Committees in which he was the Member with effect from 03rd April, 2024 due to his personal reason and there are no other material reasons for his resignation. The Board places on record its appreciation for the contribution and guidance provided by Mr. Satish Barve during his tenure as Director of the Company.

• Mr. Michael Hummelbrunner (DIN: 10483465) has been appointed as Additional NonExecutive And Non-Independent Director of the Company w.e.f. 14th May, 2024 as per the letter of nomination dated 20th March, 2024 received from Miba Sinter Holding GmbH & Co KG and and Appointment of Mr. Michael Hummelbrunner will be regularised by Shareholders approval which has been sought in the Notice convening the 17th AGM of your Company. Brief Profile of Mr. Michael Hummelbrunner is annexed to the Notice convening the 17th AGM

12. Corporate Governance and Statutory Reports:

Pursuant to the provisions of Regulation 34 (2) & (3) read with Schedule V to the Listing Regulations, Management Discussion and Analysis Report, Report on Corporate Governance, and Auditor's Certificate regarding compliance of conditions of Corporate Governance are annexed and form integral part of this Report.

13. Material events during the year under review:

• Ms. Madhavi Pandrangi (08841155) resigned from the position of Non-Executive Independent Director on 08th November, 2023 due to personal reasons and there are no other material reasons for her resignation.

• Ms. Anuja Joshi, resigned from the position of Company Secretary and Compliance officer (Key Managerial Personnel) and internal auditor of the Company w.e.f. 10th November, 2023.

• Mrs. Revati Purohit was appointed as Additional Director Non-Executive Independent Director on 01st February, 2024. As per regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") appointment of Mrs. Revati Purohit was regularized by resolution passed by the shareholders via postal ballot. The Postal Ballot was held from 16th February, 2024 to 17th March, 2024 and the results of the same were declared on 19th March, 2024.

• Ms. Aakanksha Kelkar has been appointed as Company Secretary & Compliance officer of the company w.e.f. 01st February, 2024.

14. Directors and Key Managerial Personnel:

The Board of the Company comprises an optimum combination of executive and nonexecutive independent directors.

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:

• Resignation of Ms. Madhavi Pandrangi, Non- Executive Independent Director

Ms. Madhavi Pandrangi (08841155) resigned from the position of Non-Executive Independent Director on 08th November, 2023 due to personal reasons and there are no other material reasons for her resignation. The Board places on record its appreciation for the contribution and guidance provided by Ms. Madhavi Pandrangi during her tenure as Director of the Company.

• Resignation of Ms. Anuja Joshi, Company Secretary & Compliance officer of the company

Ms. Anuja Joshi, resigned from the from the position of Company Secretary and Compliance officer (Key Managerial Personnel) and internal auditor of the Company w.e.f. 10th November, 2023. The Board places on record its appreciation for the assistance provided by Ms. Anuja Joshi during her tenure as Company secretary of the Company.

• Appointment of Mrs. Revati Purohit, Non- Executive Independent Director

Considering the integrity experience, expertise, proficiency of Mrs. Revati Purohit (08765890) in areas such as audit, financial management, compliance management, taxation, fund raising services, cost control and management services, and related functions and on the recommendation of the Nomination & Remuneration Committee, the Board in its meeting held on 01st February, 2024 appointed Mrs. Revati Purohit (08765890) as Additional Director Non-Executive Independent Director. As per regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") appointment of Mrs. Revati Purohit was regularized by resolution passed by the shareholders via postal ballot. The Postal Ballot was held from 16th February, 2024 to 17th March, 2024 and the results of the same were declared on 19th March, 2024.

• Appointment of Ms. Aakanksha Kelkar, Company Secretary & Compliance officer of the company

Ms. Aakanksha Kelkar was appointed as the Company Secretary and Compliance Officer and internal Auditor of your company w.e.f 01st February, 2024. 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.

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, 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 AGM of your Company.

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.

15. Independent Directors:

Mr. Dara Kalyaniwala (03311200), Mr. Madan Godse (06987767) and Mrs. Revati Purohit (08765890) are Non- Executive Independent Directors of your company.

Ms. Madhavi Pandrangi (08841155) resigned from the position of Non-Executive Independent Director on 08th November, 2023 due to personal reasons and there are no other material reasons for her resignation.

All Independent Directors have given declaration that:

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.

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.

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

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 also have not crossed the maximum tenure of Independent Director. The Board confirms that all the Independent directors are proficient and 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 Company's website https://sintercom.co.in/wp-content/uploads/2022/02/Terms-and- conditions-for-appointment-as-an Independent-Director-of-Sintercom-India- Limited.pdf .

16. 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, 2024 and as on date of this Report are as follows:

During the year under review Ms. Anuja Joshi Company Secretary & Compliance Officer of your company had resigned from the position of Company Secretary and Compliance officer due to her personal reason w.e.f. 10th November, 2023.

*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. Aakanksha Kelkar, as the Company Secretary and Compliance Officer of your company w.e.f 01st February, 2024. 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.

17. Statement on Compliance with Code of Conduct for Directors and Senior Management

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

18. Board Meetings & Committee Meetings:

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 5 (Five) Board Meetings were held during the financial year 2023-24 as required u/s 173 (1) of the Companies Act, 2013 and rules made thereunder. The intervening gap between the two Board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The details of meetings of the Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

Committees:

Presently, the Board has four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, and Corporate Social Responsibility Committee which have been established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of the applicable laws and statutes. The details of meetings of committees are provided in the Report on Corporate Governance that forms part of this Annual Report. During the year under review, the Board has accepted the recommendations of the Audit Committee from time to time.

Audit Committee:

The Audit Committee was constituted in compliance with the provision of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 4 (Four) Audit Committee meetings were held.

The details of meetings of the Audit Committee are provided in the Report on Corporate Governance that forms part of this Annual Report.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 1 (One) meeting of the Nomination and Remuneration Committee were held the details of which are provided in the Report on Corporate Governance that forms part of this Annual report.

The salient features of the policy of the Nomination & Remuneration Committee have been disclosed under Annexure VI.

The policy is available on https://sintercom.co.in/wp-content/uploads/2022/06/ Nomination-and-Remuneration-Policy.pdf

Stakeholder Relationship Committee:

The Stakeholder Relationship Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 1 (One) meeting of Stakeholder Relationship Committee was held the details of which are provided in the Report on Corporate Governance that forms part of the Annual report.

Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was constituted in compliance with the provision of Section 135 of the Companies Act, 2013.

During the year under review, 1 (one) meeting of the Corporate Social Responsibility Committee meeting were held, the details of which are provided in the Report on Corporate Governance that forms part of the Annual report.

Separate Meeting of Independent Directors:

The Independent Directors are kept informed of your Company's business activities in all areas. During the financial year ended 31st March, 2024 the Independent Directors held a separate meeting on 23rd March, 2024 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 Company's 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.

19. 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 Committee's 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 2024. 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.

20. 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 Company's 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 Company's procedures and practices, from time to time.

The details of programmes 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

21. 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.

22. 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/corporate- policies/

Corporate Governance:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. For sake of brevity, the items covered in Board's Report are not repeated in the Corporate Governance Report and vice versa

The Corporate Governance Report is annexed as Annexure II.

23. Management Discussion and Analysis Report:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure I and forms part of this Report. For sake of brevity, the items covered in Board's Report are not repeated in the Management Discussion and Analysis Report and vice versa.

24. 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

25. Particulars of Employee and Remuneration

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided as "Annexure V".

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and financial statements are being sent to Members and others entitled thereto, excluding the information on employees' particulars which will be available for inspection in electronic mode up to the date of AGM. Members can inspect the same by sending an email to investor@sintercom.co.in

During the financial year 2023-2024, 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.

26. Risk Management:

Sintercom recognises the importance of identifying and managing risks effectively to ensure its business's resilience and sustainable growth. Regular assessments of the risks inherent in our operations enable us to invest in initiatives to minimise their impact proactively. Risk management is a cornerstone of your Company's strategy, underpinning the pursuit of long-term goals. Recognising the significance of identifying and leveraging business opportunities and market trends, we have established a comprehensive risk management framework. This framework prioritises proactively assessing risks and opportunities, enabling informed decision-making and fostering sustainable growth. Our comprehensive risk management framework adopts a balanced approach, integrating bottom-up and top-down perspectives. In response to the ever-evolving landscape of risks, risk identification and prioritisation are accomplished through continuous monitoring of the external business environment and internal risk factors, including emerging risk areas.

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.

27. 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, 2024 the Company has an outstanding unsecured loan including interest thereon of Rs. 49.59 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.

28. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

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 longterm 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 Sintercom's 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. During the year under review, the Company incurred an amount of Rs. 0.20 mn on research and development.

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.

29. 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 VII.

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

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 Company's 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, 2024 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.

Secretarial Auditor:

Pursuant to Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj & Co, LLP Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor for the financial year ended on 31st March 2024 is enclosed to this Report as "Annexure III".

As per Regulation 24 A of SEBI (LODR) Regulation 2015, the Annual secretarial compliance report Duly signed by Mr. Sunil Nanal, partner KANJ & Co. LLP, the same is available on https://sintercom.co.in/

The Secretarial Audit Report contains qualification, and the Company has given its comments on the Secretarial Auditors qualified opinion, the details are mentioned hereunder.

During the financial year 2023-24, we do not have a transaction with a related party which shall be considered material as per the limits mentioned in sub regulation (1) of regulation 23 of SEBI (LODR) Regulation, 2015.

While providing the Annual Secretarial Compliance Certificate, the secretarial auditor compared a sum of [related party transactions approved by the audit committee and the actual transactions entered during the financial year] with the overall limit provided under sub regulation (1) of regulation 23 of SEBI (LODR) Regulation, 2015. Therefore, the said observation was mentioned in their report.

Factually, as explained above, the related party transactions to be entered in to individually or taken together with previous transactions during the financial 2023-24 were well within the limits provided in sub regulation (1) of regulation 23 of SEBI (LODR) Regulation, 2015. Hence there was no requirement of obtaining prior approval of the shareholders.

The Company will make the required disclosures in the Annual Report to be submitted for FY 23-24, as part of additional disclosures.

Internal Auditor:

In accordance with the provision of Section 138 of the Companies Act, 2013 and Rules made thereunder, your Company had appointed Ms. Anuja Joshi* as the Internal Auditor of the Company for Financial Year 2023-24 and takes her suggestions and recommendation to improve and strengthen the internal control system.

*Ms. Anuja Joshi had resigned from the position of Internal Auditor w.e.f 10th November, 2023. Due to vacancy in the office of Compliance Officer & Internal Auditor, the Board of Director of your company on the recommendation of Nomination and Remuneration Committee appointed Ms. Aakanksha Kelkar, as the Company Secretary and Compliance Officer and Internal Auditor of your company w.e.f 01st February, 2024.

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 Board's report.

31. 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.

32. 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 2024, 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.

33. 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, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's financial position.

34. Fraud Reporting:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the financial year under Section 143 (12) of the Companies Act, 2013.

35. 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 https://sintercom.co.in/other-compliances/

36. Particulars of Loans, Guarantees and Investments:

The Company has not given any loan or guarantee or security or made investment under Section 186 of the Companies Act, 2013 during the financial year.

37. Particulars of Related Party Transactions:

During the year under review, contract or arrangements entered into with related party as defined under Section 2(76) of the Companies Act, 2013 entered into by your Company during the year under review were at arms' length basis and in the ordinary course of business. All Related Party Transaction 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 consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members' approval. In this regard, during the year under review, there were no material transactions of the Company with any of its related parties as per the Act.

During FY24, 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. Pursuant to SEBI Listing Regulations, the Resolution for seeking approval of the Members on material related party transactions is being placed at the AGM.

Details pursuant to the transactions in compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rues, 2014 are annexed herewith in the prescribed Form AOC-2 -Annexure IV.

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Policy as approved by the Board is uploaded and can be viewed on your Company's website https://sintercom.co.in/wp- content/uploads/2022/06/Materiality-Policy.pdf

38. Internal Financial Control System:

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 Committee's 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.

39. 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.

• Number of complaints filed during the financial year: NIL

• Number of complaints disposed of during the financial year: NIL

• Number of complaints pending as on end of the financial year: NIL

40. Vigil Mechanism / Whistle Blower:

The Company has adopted a Vigil Mechanism Policy through a Whistle Blower Policy, 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 Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. 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 the Company https://sintercom.co.in/ wp-content/uploads/2022/02/Whistleblower-Policy.pdf

41. 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 VIII.

42. 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-Archival- Policy.pdf

43. Details of significant and material order passed by the regulators or courts or tribunals:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company's operations in future.

44. Order of SEBI & NSE

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

45. 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.

46. Credit Rating:

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

47. 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.

48. 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 2024.

49. 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.

50. Business Responsibility Report:

Your Company does not fall under top 1000 listed entities as per Market Capitalization. Hence, the Business Responsibility 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.

51. Registrar and Share transfer Agent Information:

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@linkintime.co.in : Website: https://www.linkintime.co.in

52. Disclosure

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

53. Event Based Disclosures:

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

• 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, 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

• 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.

• There was no change in the nature of business of your Company;

• 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, 2024, 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;

• The Company has not issued any sweat equity shares;

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

• The Company does not engage in commodity hedging activities;

• The Company has not made application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 and

• The Company has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.

54. Acknowledgements:

Your Directors would like to record their appreciation for the enormous personal efforts and collective contribution of all employees to the Company's performance. They would also like to thank the Company's Clients, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.