Sterling Tools Ltd

Dear Members,

Your Directors are pleased to present the 45^th Annual Report on the business and operations of Sterling Tools limited (‘the Company') and Audited Financial Statements (Standalone and Consolidated) for financial year ended 31^st March, 2024.

The Company's financial performance for the year under review along with previous year's figures are given hereunder :

(Amount in Lacs)

Note PBT & PAT includes exceptional items of 3.4 Crs. in FY 23 and 0.4 Crs. in FY24

For FY 2023-24, the standalone performance demonstrated a modest improvement. Revenue from operations rose to 608 Crs., and the company sustained a robust profit after tax of 38 Crs. for the year. The overall financial health remains stable, highlighting resilience and consistent performance.

The consolidated results for the FY 2023-24 were notably strong. Revenue from operations shows a substantial increase of 21% to 931 Cr., with Sterling Gtake E-mobility Limited (SGEM) contributing significantly. Profit before tax increased by 14 % to 72 Cr., and profit for the year increased by 16% to 55 Cr, underscoring the Company's robust financial performance and successful strategic initiatives.

On a consolidated basis, the Company demonstrates strong performance in FY 2023-24 and is well-positioned for continued growth. SGEM shows remarkable financial and operational success, driven by strategic initiatives in innovation and sustainability. With a solid market position and forward-looking growth strategies. SGEM is poised for continued success in the rapidly evolving electric vehicle industry.

The Company is dedicated to increasing its market share by expanding its product portfolio and securing new business in ICE, EV, green energy and industrial segments. Drawing on over 45 years of expertise and robust financial stability, the Company is ideally positioned to seize new opportunities and diversify its portfolio by introducing innovative products through new ventures. The commitment is to deliver best-in-class products to both existing and potential customers, ensuring sustained performance and growth.

Management views the future with confidence and anticipates continued improvement in the coming years.

The Company's outlook, along with that of the Automobile Industry, is detailed in the Management Discussion and Analysis Report, which forms part of this Report.

The audited Consolidated Financial Statements in addition to the audited standalone financial statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India is enclosed and forms part of this report.

The Consolidated Profit and Loss Account for the period ended 31^st March, 2024, includes the Profit and Loss Account for the subsidiaries i.e. Sterling Gtake E-Mobility Limited, Haryana Ispat Private Limited and Sterling Advanced Electric Machines Private Limited for the Financial Year ended 31st March, 2024.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements have been placed on the website of the Company in the Shareholders Meetings section at https://stlfasteners.com/ investors/shareholders-meetings.

During the year under review, the Company has not transferred any funds to General Reserves out of the amount available for appropriation.

The Company has a strong track record of rewarding its shareholders with substantial dividend payouts. Given the robust operational and financial performance during the year under review, the Board of Directors are pleased to recommend a final dividend of 2/- (Rupees Two only) per equity share for the FY 2023-24, subject to approval of shareholders in the ensuing Annual General Meeting. This dividend payout will be in accordance with the Company's Dividend Distribution Policy, which is available on the Company's website: https://stlfasteners. com/assets/upload/investors/20240111111425-dividend-distribution-policy-496676593880.pdf

In accordance with the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. Consequently, the Company will make the final dividend payment after deducting the tax at source. For detailed information on the procedure for the declaration and payment of the dividend, shareholders are requested to refer to the Notice of the 45th Annual General Meeting.

During the year under review, the Company has not accepted any deposits which come under the purview of Section 73 of the Companies Act, 2013, and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

As the members are aware, the Company' shares are compulsorily tradable in electronic form. As on 31^st March 2024, 99.78% of the Company's total paid-up Capital representing 3,59,46,180 equity shares are in dematerialized form. In view of numerous advantages offered by the Depository System, members holding shares in physical mode are advised to avail of the facility of dematerialization from of the Depositories.

As of 31^st March, 2024, the Company has an Authorized Share Capital of 10,00,00,000 and a Paid-Up Share Capital of 7,20,48,422, with the Promoters and persons acting in concert with them holding 65.77% of the Company's share capital. The Company's equity shares are listed on the National Stock Exchange of India Limited and BSE Limited, with listing fees paid to both exchanges for FY 2024-25.

During the year under review, the Company implemented the

STL Employee Stock Option Plan, 2023, in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. A certificate from M/s. Dhananjay Shukla & Associates, Secretarial Auditors, regarding this plan will be available for inspection on the Company's website under the "Investors" section on the date of the Annual General Meeting.

A statement providing complete details as of 31^st March, 2024, pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is also available on the Company's website. The web link for this information is https://stlfasteners.com/investors/shareholders-meetings.

Further, there is no change in share capital structure during the year.

As on 31^st March 2024, the Company has three wholly owned subsidiaries and one Joint venture company which got liquidated during the year. During the year, the Company has following subsidiary Company/Joint Ventures/Associates, the status of which is mention thereto:

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements as on 31^st March, 2024 is presented by way of Form AOC 1 as an Annexure -I. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://stlfasteners.com/investors.

1. Update on the Scheme of amalgamation of Haryana Ispat Private Limited with and into Sterling Tools Limited.

The Board of Directors of the Company at its Meeting held on 1^st February 2024, accorded its consent for the Scheme of Amalgamation of Haryana Ispat Private Limited ("Transferor Company"), Wholly Owned Subsidiary, with and into Sterling Tools Limited ("Transferee Company") and their respective shareholders and creditors, subject to necessary approvals of authorities and the Hon'ble National Company Law Tribunal, New Delhi (Hon'ble NCLT).

The Companies have filed a joint first motion application with Hon'ble NCLT on 29th February 2024. The Hon'ble NCLT vide its Order pronounced on 18^th April 2024 has allowed the dispensation of the meetings of the shareholders and creditors of the Companies. The Companies have filed a second motion application with Hon'ble NCLT on 29^th April 2024.

This matter is pending for approval of the scheme by the Hon'ble NCLT. The aforesaid Scheme of Arrangement is available on the website of the Company at https://stlfasteners.com/investors/corporate-governance.

2. Update on Incorporation of a wholly owned subsidiary of the Company

Upon approval of the Board of Directors of the Company at its meeting held on 30^th October 2023, the Company has incorporated a wholly owned subsidiary (WOS) in the name of Sterling Advanced Electric Machines Private limited.

3. Update on Voluntary Liquidation of Sterling Fabory India Private Limited

The Board of Directors approved the liquidation of the JV Company on 11^th August 2021, and an application was filed with the NCLT, New Delhi. The final application for voluntary liquidation was submitted on 23rd March 2023. At the first hearing on 8^th June 2023 NCLT reserved the order and on 1^st July 2023, the Company received dissolution status from the Registrar of Companies, completing the process.

4. Issuance of Employee stock option Plan

STL-Employee Stock Option Plan-2023 was introduced to offer employees of the Company and its subsidiary companies, an additional incentive tied to productivity and performance. This initiative aims to motivate employees and contribute to the overall corporate growth and profitability of the Company. In accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a total of 900,605 (Nine Lakh Six Hundred and Five) ESOP options were approved under the ESOP Plan.

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

There is no change in the nature of business of the Company during the F.Y. 2023-24.

As on 31^st March 2024, there were Twelve (12) Directors on the Board of the Company, consisting of Seven (7) Independent Directors, Three (3) Non-Executive Director, One (1) Executive Director and One (1) Chairman & Managing Director (CMD).

Changes in the Board of Directors and KMP during the year under review are as follows:

8^th May 2023: Mr. Abhishek Chawla appointed as Company Secretary.

1^st February 2024: Ms. Rashmi Urdhwareshe (DIN: 08668140) appointed as a Non-executive Independent Director and Mr. Anish Agarwal (DIN: 07056465) as a Non-Executive Non-Independent Director.

25^th March 2024: Mr. Vijay Madhav Paradkar (DIN: 00149410) appointed as a Non-Executive Independent Director.

31^st March 2024: Mr. Chottu Ram Sharma (DIN: 00522678), Dr. Triloki Nath Kapoor (DIN: 00017692), and Ms. Malini Sud (DIN: 01297943) completed their second term as

Independent Directors and ceased to be the Directors of the Company.

Mr. Anil Aggarwal DIN: 00027214, Chairman & Managing Director.

Mr. Pankaj Gupta, Chief Financial Officer; and

Mr. Abhishek Chawla, Company Secretary.

After the closure of FY 2023-24, the following changes happened in the Directorship of the Company:

Mr. Sanjiv Garg (DIN: 00428757) appointed as a Non- Executive Independent Director w.e.f. 10^th May 2024.

Change in Designation of Mr. Anil Aggarwal from Chairman & Managing Director to Chairman and Whole Time Director of the Company effective from 11^th May 2024

Change in Designation of Mr. Atul Aggarwal from Whole Time Director to Managing Director and KMP of the Company effective from 11^th May 2024.

Appointment of Mr. Akhill Aggarwal as Whole Time Director effective from 10^th May 2024.

In accordance with the provisions of the Companies Act, 2013, and in terms of Articles of Association of the Company, Mr. Atul Aggarwal, Managing Director is liable to retire by rotation and being eligible, offer himself for re-appointment. The details of Mr. Atul Aggarwal being recommended for re-appointment are included in the notice of the ensuing Annual General Meeting of the Company.

During the year under review, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board of Directors, all the Independent Directors, including those appointed during the year are persons of high repute, integrity and possess the relevant proficiency, expertise and experience in their respective fields.

The Board met four (4) times during the F.Y. 2023-24, in respect of which notices were given and the proceedings were properly recorded. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Companies Act, 2013. For details of the meetings of the Board and attendance of the Directors, please refer Clause 2 of Corporate Governance Report attached to this Annual Report.

The Company complies with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of Companies Act, 2013.

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) and Section 134(3) (e) of the Companies Act, 2013 has been disclosed in Annexure- II attached to this Report and the same have been place on the Website of the Company at https:// stlfasteners.com/assets/upload/investors/20240111111425-nomination-and-remuneration-policy-board-795595043113.pdf.

The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, global business, leadership, technology, mergers & acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk and cyber security and other domains, which will ensure that the Company retains its competitive advantage. The Nomination & Remuneration Policy explains Board Diversity adopted by the Board sets out its approach to diversity.

The Nomination and Remuneration Committee reviews and assesses board composition on behalf of the board and recommends the appointment of new Directors and Senior

Management Personnel. The committee also oversees the conduct of the annual review of board effectiveness.

The annual performance evaluation of the Board, including assessments of board committees and individual directors, is carried out in accordance with the Companies Act, 2013, and SEBI Listing Regulations. Following the SEBI guidance note on Board Evaluation from 5^th January 2017, a structured questionnaire is developed, focusing on various aspects such as board functioning, composition, culture, execution of duties, and governance.

In a separate meeting of independent directors held on 27^th January, 2024, the Independent Directors evaluated the Chairman's performance, incorporating feedback from Executive Directors, Non-Executive Directors, Non-Independent Directors, and the Board as a whole. Additionally, the information flow between Management and the Board was assessed for quality, quantity, and timeliness.

Thereafter, the Nomination and Remuneration Committee in its meeting held on 30^th January, 2024 reviewed the performance of the Board, Independent Directors, Key Managerial Personnel, and Senior Management, considering criteria such as preparedness, meaningful contributions, and key result areas.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 in Annexure-III and forms part of this Report. All related party transactions that were approved by the Audit Committee were periodically reported to Audit Committee. None of the Contracts, Arrangements and transactions with related parties required approval of the Board/Shareholders under Section 188(1) of the Act and 23(4) of SEBI Listing

Regulations. Further, during the year under review, there were no material related party transactions in terms of Regulation 23 of SEBI Listing Regulations. The Company has also adopted the Policy on Related Party Transactions and the same is available on the website of the Company at https://stlfasteners.com/investors/corporate-policies.

The Company has the following Board committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

Share Transfer Committee

Management Committee

Investment Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate

Governance Report of the Company, which forms part of this Board's Report.

As per provisions of Section 139(1) of the Companies Act, 2013, the Company has appointed M/s Walker Chandiok & Co., LLP Chartered Accountants as Statutory Auditors for a period of 5 (Five) years in the AGM of the Company held on 22^nd September 2022.

There has been no qualification, reservation or adverse observation reported by the Statutory Auditors in its reports on standalone and consolidated financial statements of the Company for the year ended 31^st March, 2024 forming part of this report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s Dhananjay Shukla & Associates, Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ended 31^st March, 2024.

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure-IV. There are no qualifications, reservations or adverse qualification made by Secretarial Auditors in their Report for the year ended 31^st March, 2024.

Further as per the requirement of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit report of the material subsidiary namely, Sterling Gtake E-Mobility Limited is also attached as Annexure V.

Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Mr. Santosh Kumar Pradhan, Practicing Company Secretaries. The Annual Secretarial Compliance Report doesn't contain any qualification, reservation, or adverse remarks and the same is available at https:// stlfasteners.com/investors/corporate-governance.

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s Jitender Navneet & Co., Cost Accountants were appointed as the Cost Auditor of the Company for the year ended 31^st March, 2024.

The Company has maintained the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, as required by the Company and such accounts and records are made and maintained as per rule 8(5) (ix) of the Companies Accounts Rules, 2014.

M/s Walker Chandiok & Co., LLP, Chartered Accountants, the Statutory Auditors of the Company have stated that during the course of their audit, there were no fraud by the Company or on the Company by its officers or employees, noticed or reported in the Independent Auditors' Report which forms part of this Report.

Hence, there was no requirement to report the same to the Audit Committee or Board of Directors of the Company.

The Company maintains a robust Management Information System, integral to its control mechanism. Policies and procedures have been adopted to enhance transparency and accountability in the design and implementation of internal controls. As of 31^st March, 2024, management assessed the effectiveness of these controls over financial reporting, as defined in Clause 18(3) of SEBI Listing Regulations, and found no material weaknesses or significant deficiencies. Recognizing the inherent limitations of any internal control framework, the Company conducts regular audits and reviews to continuously improve these systems.

M/s Walker Chandiok & Co., LL.P., the statutory auditors of the Company have audited the financial statements is included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).

Further, the Company has a well-established Internal Audit function, performing risk-based audits across all business areas. Internal audits for North-based manufacturing plants were conducted by M/s S.R. Dinodia & Co., LLP, and for Kolar Plant by M/s Protiviti India Member Pvt Ltd and M/s Profaids Consulting. The Audit Committee approves the Internal Audit Plan and Scope at the beginning of the year and receives quarterly updates. Significant findings and corrective actions are reported to the Audit Committee, ensuring ongoing improvement and compliance. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015), the audit committee of the Company has concluded that, as of 31^st March, 2024, the internal financial controls were adequate and operating effectively in the Company. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

The Company has constituted a Risk management committee and formulated a Risk Management policy to identify, assess and mitigate various risks to the business, which is covered in detail in the Management Discussion and Analysis Report.

The Risk Management Committee identifies the high and medium risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritises the risks, if required, depending upon the impact on the business/reputation.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact on its ability to achieve its strategic objectives. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Pursuant to the provisions of Section 177(9) of The Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a policy on Vigil Mechanism for directors and employees to report their genuine concerns or grievance to the Vigilance Officer. The policy is available on the Company' website https://stlfasteners.com/ assets/upload/investors/20240111111425-stl-policy-whistle-blower-47947225169.pdf.

The employees are the Company's most important assets. The Company is committed to hiring and retaining the best talent. To achieve this, the Company focuses on promoting a collaborative, transparent, and participative organizational culture, and rewarding merit and sustained high performance. The Company's human resource management culture emphasize enabling employees to develop their skills, grow in their careers, and navigate their personal development for future leadership responsibility.

The Company's goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

Industrial relations remained cordial throughout the year under review. The Company had a total of 614 permanent employees as on 31^st March, 2024.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure VI. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014).

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Composition of the Corporate Social Responsibility Committee has been disclosed in the Corporate Governance Report, attached to this report. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure–VII of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website of the Company, https://stlfasteners. com/investors/corporate-policies.

The Company has in place an Internal Complaint Committee as required under Section-4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During the year under review, there were no complaints pertaining to sexual harassment.

Particulars of loans, guarantees given and investments made during the year, as required under section 186 of the Companies Act, 2013 and schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, are provided in Notes 5 and 14 of the standalone financial statements.

The ICRA Limited ("ICRA"), the credit rating agency has reaffirmed the Long-Term Credit rating AA- Outlook Stable as well as Short Term Credit Rating A1+ of the Company. This rating indicates the strong financial health and credibility of the Company.

As on 31^st March 2024, the Gross Fixed Assets including intangible assets stood at 52,015.62 Lacs and Net Fixed Assets stood at 25,283.48 Lacs. Additions during the year amounted to 2786.61 Lacs.

In compliance with the provisions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for the year ended 31^st March, 2024 is part of this Annual Report.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts along with the shares, which remained unpaid or unclaimed for a period more than seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Ministry of Corporate Affairs' website and the shareholders may refer to the Notice of AGM regarding details of amounts and the corresponding shares proposed to be transferred to IEPF during the coming year.

Name of Nodal Officer: Mr. Pankaj Gupta , Chief Financial Officer.

Details of Nodal Officer are mentioned on the website of the Company at https://stlfasteners.com/investors/investor-contact

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to the Director's Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31^st March 2024, the applicable accounting standards have been followed and there are no material departures.

(ii) the Directors have selected accounting policies in consultation with Statutory Auditors and applied them consistently and made judgements 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 financial year under review.

(iii) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. The directors have confirmed that there are adequate control & systems for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors have prepared the accounts for the financial year ended 31^st March 2024 on a ‘going concern' basis.

(v) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

The Company is committed to maintain good corporate governance standards by applying the best management practices, compliance with the law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for the sustainable development of all stakeholders.

Parameters of statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Company Secretary in Practice confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") forms part of the Annual Report.

A separate section on corporate governance practices followed by the Company, together with a certificate from a Practising Company Secretary confirming its compliance, forms a part of this Annual Report, as per SEBI Regulations. Further, as per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis Report is annexed to this report.

As provided under section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return in the prescribed form MGT-7 as on 31st March, 2024 is available on the Company's website at www.stlfasteners.com/investors/.

The Company takes pride in presenting its second BRSR for the F.Y. 2023-24. This report adheres to the format outlined in the amendment to Regulation 34(2)(f) of the SEBI Listing Regulations as specified in Gazette Notification No. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and is included within our Annual Report. Aligned with the nine principles of the National Guidelines on Responsible Business Conduct issued by the Ministry of Corporate Affairs, Government of India, the BRSR for the F.Y. 2023-24 has been developed and forms part of this report. the Company has bolstered its existing robust reporting structure and mechanisms to ensure the accurate and reliable capture of data for BRSR disclosures.

Information pursuant to the provisions of Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption & foreign exchange earnings and outgo is given by way of Annexure-VIII to this Report.

Protection of the environment is the prime concern of the Company. The Company complies with the relevant laws and regulations as well as take any additional measures considered necessary to prevent pollution, maximize recycle, reduce waste, discharges and emissions. The Company conserve natural resources by their responsible and efficient use in all its operations and aims to reduce carbon emission in upcoming years.

STL has implemented robust Quality, Environment management, Data Security and Health & Safety management system at its manufacturing facilities. The facilities are certified by:

The Company has neither filed an application during the year under review nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as on 31st March, 2024.

The Company has not received any significant order, demand or notice from any Regulatory Authority, Courts or tribunals impacting the going concern status and operations of the Company in future.

The Company has taken appropriate insurance for all assets against foreseeable perils.

The Company has hosted certain policies/documents/ information including inter alia Policy for determining ‘Policy on Related Party Transactions, Familiarisation programmes for Independent Directors etc. as per the requirement of law or otherwise on following the link: https://stlfasteners.com/ investors/.

The Directors express deep gratitude to our customers for their sustained support and feedback, which have helped Sterling meet evolving needs and diversify its product portfolio for sustainable business growth. We thank our dedicated employees for their commitment to our growth and success. We also appreciate our supply chain partners, whose partnership has been key to our industry leadership.

Our sincere thanks go to the regulatory authorities, bankers, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, Technology partners and other stakeholders. Your commitment to good governance, transparency, ethics, and accountability has been crucial to our success.