The Board of Directors take pleasure in presenting its 33^rd (Thirty Third) Annual Report on the business and operations of Sandhar
Technologies Limited ("the Company”) along with the Audited Financial Statements for the Financial Year ended the 31^st March,
2025.

FINANCIAL RESULTS

The summary of the standalone and consolidated financial results of the Company for the year ended 31^st March, 2025, is as follows:

INDUSTRY UPDATES

India’s currently ranked as the 4^th largest automotive market
globally, its automotive sector is undergoing a transformation
shaped by evolving consumer preferences, technological
advancements, and sustainability goals, and contributes 7.1%
to the nation’s GDP. The rise of electric vehicles (EVs), coupled
with innovations in autonomous driving and connected
vehicles, is pushing Indian manufacturers to re-think their
strategies and invest heavily in research and development
(R&D).

The Indian automobile industry demonstrated strong and
resilient growth during the financial year 2024-25, with
domestic sales expanding by 7.3% and exports surging by
19.2%. This performance reflects robust consumer demand,
enhanced infrastructure investments, supportive government
policies, and continued emphasis on sustainable mobility.
Sound economic policies and overall positive market
sentiments helped the industry in maintaining the growth
momentum.

In FY 2024-25, automobile industry showed a broadly positive
performance. Passenger Vehicles (PV) achieved record
sales of 4.3 million units, with a growth of 2% year-on-year,
with Utility Vehicles (UVs) contributing 65% of total PV sales.
Growth was supported by new feature-rich models, consumer
demand, and promotional offers. PV exports hit a record 0.77
million units, growing 14.6%, driven by demand in Latin America
and Africa. Two-Wheelers grew by 9.1% with the sale of 19.6
million units, led by scooters segment and rising rural demand,
with EVs crossing a 6% share. Exports rose 21.4% to 4.2 million
units. Three-Wheelers also reached a new peak with 7.4 lakh
units sold (up 6.7%), supported by strong passenger demand
and e-mobility adoption; exports grew 2.3% to 3.1 lakh units.
Commercial Vehicles(CV) declined slightly by 1.2%. While truck
sales dipped, higher GVW adoption and infrastructure growth
supported freight movement and bus sales. CV exports grew
strongly by 23% to 0.81 lakh units.

In FY 2025-26, the automobile industry is expected to sustain
its growth momentum, supported by stable macroeconomic
conditions, continued infrastructure spending, and proactive
government policies. A normal monsoon forecast is likely
to boost rural demand, while personal income tax reforms
and recent RBI rate cuts are set to enhance vehicle financing
accessibility. Export demand remains strong, particularly
in Africa and neighboring countries, where 'Made in India’
vehicles continue to gain traction. The industry will remain
vigilant of evolving global geopolitical developments and
macroeconomic trends that may influence demand and supply
chain dynamics.

OPERATING RESULTS & BUSINESS PERFORMANCE

On Consolidated basis, the Company recorded an increase
in revenue from operations by 10%. The Revenue from
Operations increased to INR 3,88,450.22 Lacs during the FY
2024-2025 compared to INR 3,52,110.79 Lacs of the previous
year. The underlying EBITDA margin for FY 2024-2025 stood
at 10.29%, as against 9.98% in FY 2023-2024. The Company

earned a Profit Before Tax (PBT) of INR 18,459.36 Lacs during
the FY 2024-2025 compared to INR 15,020.62 Lacs during
the previous year registering an increase of 22.89%. The Profit
After Tax (PAT) increased by 28.46% to INR 14,164.24 Lacs in
the FY 2024-2025 as compared to INR 11,026.10 Lacs in the
previous financial year.

On Standalone basis, the Operating revenue of the Company
recorded an increase of 7.27% during FY 2024-2025 over
previous year. The Revenue from Operations increased to INR
2,91,303.56 Lacs during the FY 2024-2025 compared to INR
2,71,566.55 Lacs during the previous year. The Profit Before
Tax (PBT) increased by 20.62% to INR 18,614.28 Lacs in the FY
2024-2025 compared to INR 15,432.03 Lacs in the previous
year. The Profit After Tax (PAT) increased to INR 13,962.71 Lacs
in the FY 2024-2025 compared to INR 11,225.12 Lacs during the
previous financial year.

MAJOR HIGHLIGHTS

I. The Company has established a new manufacturing facility
under the name and style "Sandhar Technologies Limited
(TN) - Unit-IV” at 112, Singadivakkam Village, Walajabad
Panchayat Union, Kancheepuram Taluk & District, for
Aluminium Die Casting Business by relocating from the
existing common shared premises at Plot No. B-2, SIPCOT
Industrial Growth Centre, Oragadam, Sriperumbudur
Taluk, Kanchipuram District.

II. The Board, at its meeting held on 11^th November, 2024,
approved the Sale/ transfer of Plant and Machinery either
on full ownership basis or lease basis or combination of
both;

a) From Sandhar Technologies Limited (HR) - Unit-
III,(Sheet-Metal Business) located at Village & P O
Khandsa, Behrampur Road, Gurgaon - 122001 to
Sandhar Engineering Private Limited (wholly owned
subsidiary of the Company).The transaction was
completed on 01^st July, 2025.

b) From Sandhar Technologies Limited (TN) - Unit-
II (Assembly/ Automach Business), located at
Plot No.B-2, SIPCOT Industrial Growth Centre,
Oragadam, Sriperumpudur (Tk), Kanchipuram (Dt) to
Sandhar Engineering Private Limited (wholly owned
subsidiary of the Company).

III. The Board, at its meeting held on 17^th March, 2025,
approved the slump sale of the following units/
undertaking;

a) From Sandhar Technologies Limited (Haryana) - Unit-
IV (Zinc Die Casting), located at Plot Nos. 24 & 25,
Sector 3, IMT Manesar, Gurgaon-122052, to Sandhar
Ascast Private Limited (wholly owned subsidiary of
the Company). The transaction was completed on 01^st
June, 2025.

b) From Sandhar Technologies Limited (Karnataka) -
Unit-II (Zinc Die Casting), located at Plot No. 7A, KIADB
Industrial Area, Attibele, Anekal Taluk, Bangalore
District, Karnataka-562107, to Sandhar Ascast Private
Limited (wholly owned subsidiary of the Company).

IV. The Finance and Strategy Committee in its meeting held
on 26^th March, 2025 approved the sale of the Company’s
entire stake in its joint venture namely, Jinyoung Sandhar
Mechatronics Private Limited ("JSM”). Subsequently,
on 27^th March, 2025, the Company entered into a Share
Purchase Agreement with Jinyoung Electro-Mechanics

Co. Ltd. (Business Registration Number: 608-81-26822),
South Korea having its address at 31 Nongongdanji-
ro, Jinbuk-myun, Masanhabpo-gu, Changwon-si,
Gyungsangnam-do for sale of entire stake in JSM. This
strategic divestment aligns with the Company’s objective
to streamline operations, optimise resource allocation,
enhance operational efficiency, and strengthen its focus
on core business areas to drive sustainable long-term
growth.

V. The Finance and Strategy Committee, in its meeting held
on 18^th June, 2025, approved the sale of the Company’s
entire stake in its joint venture namely, Kwangsung Sandhar
Technologies Private Limited (KSTPL), along with its stake
in the subsidiary, Kwangsung Sandhar Automotive System
Private Limited (KSASPL). Subsequently, on 19^th June, 2025,
the Company entered into a Share Purchase Agreement
with Kwangsung Corporation Ltd. (JV Partner) a joint stock
company incorporated and existing under the Laws of
Korea, having its registered office at 212-14, Neungan-
gil, Songsan-myeon, Dangjin-si, Chungcheongnam-do,
Korea for the sale of entire stake in the KSTPL and KSASPL.
This strategic divestment is in line with the Company’s
objective to streamline operations, optimise resource
allocation, enhance operational efficiency, and strengthen
its focus on core business areas to drive sustainable, long¬
term growth.

STATE OF 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 TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount
of profit for FY 2024-25 appearing in the Statement of profit
and loss.

DIVIDEND

The Board of Directors ('the Board’) at their meeting held on
22^nd May, 2025, recommended a final dividend amounting to
INR 3.50/- (Indian Rupees Three and Fifty Paisa only) per Equity
Share of face value INR 10/- (Indian Rupees Ten only) each fully
paid -up i.e., (35%) for the financial year ended 31^st March,
2025.

The Board’s recommendation is in accordance with the
parameters set out in the Company’s Dividend Distribution
Policy and compares to the dividend of INR. 3.25/- (Indian
Rupees Three and Twenty-five Paisa only) per fully paid equity
share declared for the previous financial year.

Subject to the approval of the Members in the forthcoming
Annual General Meeting, the dividend will be paid to those
members whose names appear in the Register of Members
(including Beneficial Owners) of the Company as of the close
of business hours on 12^th September, 2025.

The proposed dividend entails a total cash outflow of INR 21.07
crores (Indian Rupees Twenty-One Crores and Seven Lakhs
only), representing a payout ratio of 15.09% for the financial

year ended 31^st March, 2025.

Pursuant to the Finance Act, 2020, dividend income is taxable
in the hands of the Members with effect from 1^st April, 2020.
Accordingly, the Company is required to deduct tax at source
on dividend payments, at applicable rates, in accordance with
the provisions of the Income Tax Act, 1961.

RECORD DATE

The Company has fixed Friday, 12^th September, 2025 as the
"Record Date” for determining the entitlement of Members to
receive the dividend for the financial year ended 31^st March,
2025.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing Regulations’),
the Board had formulated a Dividend Distribution Policy ('the
Policy’). The Policy is available on the Company’s website URL
at: https://sandhargroup.com/uploads/Investor/dividend-

distribution-policy_new.pdf

SHARE CAPITAL

The Authorised Share Capital of the Company is INR. 7000.00
Lacs divided into 680.00 Lacs Equity Shares of INR. 10/- (Indian
Rupees Ten only) each and 2.00 Lacs Preference Shares of INR.
100/- (Indian Rupees Hundred only) each.

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its
subsidiaries and Joint Venture Companies, for the Financial
Year 2024-25, have been prepared in compliance with the
applicable provisions of the Companies Act, 2013 ('the Act’),
Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('the Listing Regulations’) as
well as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards)
Rules, 2015 ('the Rules’).

Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the Financial Statement of the
subsidiaries and Joint Venture Companies is attached to the
Financial Statement in Form AOC-1 as “Annexure-B”.

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

SUBSIDIARIES AND JOINT VENTURES

The Sandhar Group entities continue to play a pivotal role in

driving the overall revenue growth and performance of your

Company. During the year under review, no new Subsidiary or

Joint Venture Company has been incorporated.

The Group comprises of following Subsidiaries and Joint

Ventures:

Subsidiaries:

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

ii. Sandhar Engineering Private Limited

iii. Sandhar Ascast Private Limited (Formerly known as
Sandhar Tooling Private Limited)

iv. Sandhar Auto Castings Private Limited

v. Sandhar Automotive Systems Private Limited

vi. Sandhar Auto Electric Solutions Private Limited

Step down subsidiaries: overseas

i. Sandhar Technologies de Mexico, SR de L de CV¹

ii. Sandhar Technologies, Poland, Sp. Zoo¹

iii. Sandhar Technologies Ro SRL (Romania)¹

Joint Ventures:

i. Sandhar Han Sung Technologies Private Limited

ii. Jinyoung Sandhar Mechatronics Private Limited²

iii. Sandhar Amkin Industries Private Limited³

iv. Kwangsung Sandhar Technologies Private Limited⁴

v. Kwangsung Sandhar Automotive Systems Private Limited
(Subsidiary of Kwangsung Sandhar Technologies Private
Limited)⁴

vi. Sandhar Whetron Electronics Private Limited

vii. Winnercom Sandhar Technologies Private Limited

viii. Sandhar Han Shin Auto Technologies Private Limited

Notes:

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

2. The Finance and Strategy Committee, at its meeting held
on 26^th March, 2025, approved the sale of entire stake in
the Joint Venture namely, Jinyoung Sandhar Mechatronics
Private Limited ("JSM”) to Jinyoung Electro-Mechanics Co.
Ltd., South Korea. The transaction was concluded on 15^th
April, 2025, and JSM ceased to be a joint venture of the
Company.

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

4. The Finance and Strategy Committee, at its meeting
on 18^th June, 2025, approved the sale of entire stake in
Kwangsung Sandhar Technologies Private Limited (KSTPL)
and its subsidiary, Kwangsung Sandhar Automotive System
Private Limited (KSASPL) to Kwangsung Corporation Ltd.
South Korea. The transaction was completed on 24^th June,
2025, and KSTPL and KSASPL ceased to be the Joint
venture(s) of the Company.

5. During the year under review:

i. Sandhar Ascast Private Limited (formerly known
as Sandhar Tooling Private Limited) submitted an
application to the Registrar of Companies ("RoC”),
NCT of Delhi and Haryana for the amendment of its
Object Clause, with the aim of undertaking strategic
initiatives, expanding its operations, and capitalizing
on emerging business opportunities. In accordance
with Section 13(1) of the Companies Act, 2013, the
amendment to the main object clause was duly
approved by the RoC through its order dated 25^th
November, 2024.

ii. Sandhar Ascast Private Limited (formerly known
as Sandhar Tooling Private Limited), in alignment
with its renewed business focus, submitted an
application to the Registrar of Companies, NCT of
Delhi and Haryana for the change of its name from
Sandhar Tooling Private Limited to Sandhar Ascast
Private Limited. Pursuant to the application, the RoC
approved the name change, and a fresh Certificate of
Incorporation reflecting the new name was issued on
20^th December, 2024.

iii. Sandhar Engineering Private Limited, a wholly-owned
Subsidiary, executed a 99-year lease deed with
Gujarat Industrial Development Corporation (GIDC)
for Plot No. 101/1 2/A at Halol-2 & Halol (Masawad)
Industrial Estate, Taluka Halol, District Panchmahal,
Gujarat. A license agreement for the premises
was signed on 06^th October, 2022. The company
has initiated the process of the construction of a
new plant on the allotted land as part of its future
expansion plans.

iv. Sandhar Auto Electric Solutions Private Limited,
a wholly-owned subsidiary, has successfully
commissioned its advanced manufacturing facility
in Behrampur, Haryana. This strategic expansion
supports the Company’s growth plans and meets the
rising demand in the EV sector. The facility produces
Motor Controllers, Battery Chargers with commercial
invoicing/dispatches underway, and DC-DC
Converters for 2- and 3-wheeler EVs.

v. The Board of Directors of Sandhar Engineering Private
Limited ("SEPL”), a wholly-owned subsidiary, has
approved the consolidation of Assembly/Automach
and Sheet Metal operations, subject to approvals
from relevant customers and authorities.

vi. Sandhar Ascast Private Limited ("SAPL”), a
wholly-owned subsidiary, has acquired the
high-pressure die casting (HPDC) and low-pressure
die casting (LPDC) business of Sundaram-Clayton
Limited of its Hosur plant through a slump sale. The
transaction was completed on 31^st March,2025.

The total consideration of INR 163 crores (Indian
Rupees One Hundred Sixty-Three Crores only) was
paid for the aforesaid transaction, with the final
payment made on 11^th April, 2025.

This strategic acquisition is designed to expand
SAPL’s operations, strengthen its market presence,
and bolster long-term growth in the aluminium
die-casting sector. It also represents Sandhar
Group’s entry into the LPDC market—adding a new
dimension to its portfolio and positioning it to emerge
as a key player in this segment.

Furthermore, SAPL commenced commercial
operations and initiated invoicing with effect from 1^st
April, 2025.

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

A Report on the performance and financial position of each of
the subsidiary and Joint Venture Companies included in the
Consolidated Financial Statements and their contribution to
the overall performance of the Company is provided in Form
AOC-1 and Management Discussion and Analysis Report
forming part of this annual report.

The Policy for determining material subsidiaries as approved
by the Board is uploaded on the Company’s website and can
be accessed in the Corporate Governance section at the
Web-link: https://sandhargroup.com/investors/corporate-

governance

CAPEX AND LIQUIDITY

During the financial year, the Company invested INR 17,610.50
lakhs in capital expenditures and investment in subsidiaries.
Despite this significant expenditure, the Company managed
to maintain a stable gross debt level throughout the year. This
amount comprises INR 3,600 lakhs invested in equity shares
of wholly owned subsidiaries and INR 14,010.50 lakhs spent on
the acquisition of property, plant and equipment, capital work-
in-progress, and other intangible assets.

At the consolidated level, cash and cash equivalents stood
at INR 8,109.18 Lacs as of 31^st March, 2025, compared to INR
3,314.42 Lacs in the previous fiscal year, reflecting a strong
liquidity position.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

In Compliance with the provisions of the Act and Listing
Regulations, the Company extends the financial assistance in
the form of investment, loan, and guarantee, etc., in order to
meet their business requirements.

The details of loans given, Guarantees provided and Investment
made by the Company pursuant to provision of Section 186 of
the Companies Act, 2013 read with the Companies (Meetings
of Board and its Powers) Rules, 2014 have been disclosed
in the Standalone Financial Statements and forming part of
the Annual Report. Please refer to the Note no. 6A, B, F of the
Standalone Financial Statements.

RELATED PARTY TRANSACTION

The Company has a well-defined and structured governance
process for the related party transaction(s) undertaken by the
Company. All the Contracts or arrangements entered into by
the Company with its related parties during the financial year
were in the ordinary course of business and on arm’s length
basis in accordance with the provision of the Companies Act,
2013 and the SEBI Listing Regulations. Only a few transactions
were of non-recurring nature which were undertaken with the
prior approval from the Audit Committee and the Board of
Directors and were executed at arm’s length price.

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

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

Accordingly, the disclosure of Related Party Transactions as
required under Section 134 (3) (h) of the Act in Form AOC-2 is
not applicable for the Financial Year 2024-25 and hence does
not form part of the report.

The Company’s Policy on dealing with materiality of Related
Party Transactions is available on the website of the Company
at https://sandhargroup.com/uploads/Investor/policy-for-
determination-of-materiality-of-and-dealing-with-related-
party-transactions.pdf

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed in the
notes to the standalone/consolidated financial statements
forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE
FINANCIAL POSITION

There have been no significant or material changes affecting
the financial position of the Company, after the conclusion of
the Financial Year 2024-2025 until the date of this report.

IN-HOUSE R&D DIVISION

The Sandhar Centre for Innovation & Development (SCID),
the dedicated R&D division of Sandhar Technologies Limited,
recognized by the Department of Scientific and Industrial
Research (DSIR) since 2012, continues to drive product
innovation and technological advancement. Focused on
delivering cutting-edge solutions for the automotive and
related sectors, SCID collaborates closely with internal
stakeholders to enhance the Company’s value proposition.
With a vision to become a Centre of Excellence in automotive
engineering, SCID has filed 29 Patents to date, out of which 24
Patents have been granted by the Indian Patent Office. Backed
by a highly qualified team and state-of-the-art facilities in both
mechanical and electronics domains, SCID plays a pivotal
role in developing, testing, and validating next-generation
products for our customers.

INFORMATION TECHNOLOGY

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

Oracle Cloud ERP covers all core business processes,
including an end-to-end solution for digital expense

management, giving employees easy data entry options and
financial managers detailed spend information and policy-
driven control. ERP’s quarterly updates offer numerous
business benefits, including rapid innovation, reduced
downtime, enhanced security, and latest technology.

IT Infrastructure ensures seamless support through enterprise-
class network, server, and data security solutions. Measures
like redundant internet links, virtualization, centralized access
control, regular backups, and 24x7 monitoring help deliver
high availability and operational continuity. These initiatives
complement the digital transformation efforts and fortify the
company’s technological foundation.

Multiple new initiatives have been taken to ensure that the
investments in creation, maintenance and upgradation of
IT Infrastructure is kept at an optimal level and relevant new
technologies are adopted to facilitate risk mitigation, ensuring
business continuity, achieve scalability in operations and
ensuring that data security and privacy are not compromised.
The Company is determined & steadily progressing towards
Industry 4.0 adoption for increased productivity and
efficiency, Higher quality and output, Improved safety,
Improved collaboration, and Operational cost reductions.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Sandhar’s dedication to Corporate Social Responsibility (CSR)
has remained steadfast since its inception. The Company’s
purpose, "Growth. Motivation. Better Life”, serves as a guiding
light. This philosophy is reflected in various areas, including
the promotion of gender equality, women’s empowerment,
support for education, and community development, all
guided by a commitment to "triple bottom line accountability”.

With this ethos, your Company is committed to serving society
through various social initiatives/programmes aimed at
creating a positive social impact. Over the period of time, it has
strategically engaged in numerous social initiatives and started
several community-centric projects. These CSR initiatives are
primarily implemented through the Sandhar Foundation, which
serves as the CSR and philanthropic arm of the Sandhar Group.

In addition, the Company collaborates with various
other implementing agencies and undertakes initiatives
independently as well. Furthermore, Sandhar integrates its
business operations and objectives to create a more profound
impact on sustainable societal development.

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

The 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:

Sandhar is actively contributing to social development through
dedicated Corporate Social Responsibility (CSR) activities
addressing key areas such as quality education, healthcare
access, women empowerment & livelihood generation.
By implementing community-based programs. Sandhar
is working towards bridging socio-economic gaps and
promoting inclusive growth for the community.

Quality Education

1. Sandhar Centre for Learning

The Sandhar Foundation, in collaboration with KHUSHI
NGO, is committed to fostering accessible and
quality education for children from the Sangam Vihar
community. Through the Sandhar Centres for Learning
- 'Swatantra Shikshaantra’, we focus on improving
academic performance, nurturing holistic development,
and integrating innovative teaching methods to create
meaningful learning experiences.

Key Achievements & Impact:

• Academic Support:

Remedial education was provided to over 900
students (Grades I to X) in core subjects, including
English, Hindi, Mathematics, Science, and Computers,
strengthening foundational learning and academic
performance.

• Impact of Remedial Classes:

A comparative pre- and post-assessment was
conducted with students enrolled in Sandhar Centre
for Learning and only government schools. The
results highlighted a significant learning gain of 31.6%
among SCL students, compared to 9.6% among only
government school students, demonstrating the
strong effectiveness of the program in improving
academic outcomes.

• Innovative Learning Resources:

Providing Teaching and Learning Materials (TLMs) to
students designed to be practical and interactive,
enhancing engagement and comprehension.

• Teachers’ Capacity Building:

A total of 18 expert-led sessions were conducted
with 10 teachers, focusing on practical aspects
of classroom instruction, curriculum design, and
value-based education. Sessions were delivered
by experienced professionals, including the DIET
Principals and Mr. S. Raghunathan, Former Chief
Secretary - Govt. of NCT Delhi, enriching teaching
methodologies and equipping educators with
effective strategies for student engagement.

• Technology Integration:

Students are actively engaged through digital
classrooms and hands-on training in basic computer
operations, promoting digital literacy from a young
age.

• Student Attendance & Retention:

Achieved an average attendance of over 85%
and successfully reduced dropout rates to 1%,
highlighting increased student interest and program
effectiveness.

• Mental Health & Well-being - ‘Mano Shakti’
Program:

A comprehensive mental health initiative covering
900 students. 185 sessions conducted focusing
on cognitive development, personality building,

and cultivating a positive mind-set. 40 group
counselling sessions were held with 700 students
and 65 one-on-one sessions conducted to address
individual concerns and emotional needs.

• Parental Engagement:

Regular parental engagement sessions conducted
to encourage the creation of a supportive learning
environment at home. 85% of parents participated in
the engagement sessions.

• Health & Hygiene Awareness (WASH):

Conducted sessions promoting proper hygiene and
cleanliness, fostering healthy habits among students.

• Menstrual Health Education:

Awareness sessions conducted for over 1,000- girls,
boys, and mothers from both the Learning Centre and
the community. These sessions focused on menstrual
hygiene, breaking taboos, and fostering open
discussion to promote safe practices and health
education.

• Skill Enhancement Summer Workshop:

A Skill Development Camp was hosted at the Sandhar
Corporate Office, where students were exposed to
real-time corporate functions and plant operations.
The workshop offered career readiness, industry
insights, and hands-on learning opportunities.

• Cultural & Awareness Events:

Students participated in a variety of special occasions
including World Environment Day, Yoga Day, and
Independence Day, fostering awareness, creativity,
and cultural connection.

• Summer Camp for Creativity & Holistic Learning:

A Summer Camp for 750 students was organized
featuring sessions on storytelling, yoga, painting, and
creative learning activities, promoting cognitive and
emotional development through joyful education.

2. Sandhar Ki Beti

"Sandhar Ki Beti” is a flagship initiative by Sandhar aimed
at empowering young girls through access to quality
education. Under this program, Sandhar sponsors the
education of one girl student from each class, ranging
from Nursery to Class XII, at Springdales School, Dhaula
Kuan, New Delhi.

The initiative began with the support of 12 girl students
in 2013, and in the academic year 2024-25, the program
was expanded to benefit 24 students, thereby doubling
its reach and deepening its impact. Demonstrating the
success of this initiative, more than 15 sponsored students
achieved First Division in their academic performance,
reflecting both their potential and the value of continued
educational support.

3. Adopt a Gran

Sandhar in collaboration with Springdales Schools, has
launched "Adopt a Gran” initiative to extend dignity, care,
and support to elderly from economically disadvantaged
backgrounds.The initiative not only addresses the physical
and emotional well-being of the elderly but also reaffirms

Sandhar’s commitment to building compassionate,
inclusive communities where no one is left behind. The
program currently supports 32 elderly "Grans” from the
Dasghara and Todapur Basti communities.

Under this initiative, each adopted Gran receives:

• Monthly grocery kits to ensure food security and
nutritional support throughout the year.

• Regular health check-ups, providing preventive care
and early detection of health issues.

• Motivational sessions and emotional engagement
activities, aimed at improving mental well-being and
reducing feelings of isolation.

• Basic literacy support, empowering the Grans to
engage more confidently in daily life and personal
communication.

Skill Development

1. Swabhimaan Vocational Training Program

Sandhar is deeply committed to empowering girls and
women by equipping them with livelihood-oriented skills,
enabling financial independence and promoting gender
equality. Through the Swabhimaan Vocational Training
Program, the foundation continues to create meaningful
change in the lives of women from our adopted
community, Shriram JJ Cluster.

In 2024-25-

• 73 women received hands-on training in three key
vocational areas: Stitching & Tailoring, Beauty Culture,
and Basic Computer Literacy.

• As a direct result of the program, 11 women have
become self-employed and are now earning a
sustainable income.

• A 'Legal Sakhi’ awareness session was conducted for
22 women, focusing on their legal and financial rights,
building confidence and knowledge of personal
empowerment tools.

• A Cyber Security Awareness Session was organized
to educate women on safe usage of social media and
digital platforms.

• Women trained under the Stitching & Tailoring course
showcased their entrepreneurial spirit by setting
up a Swabhimaan stall at a community fair held at
Springdales School, Dhaula Kuan.

• Additionally, a Cancer Detection Camp was

conducted for Swabhimaan beneficiaries,

emphasizing preventive healthcare and regular

screenings.

Health & Hygiene Support in Community

1. Sandhar Healthcare Centre

The Sandhar Foundation is committed to making quality
healthcare accessible and affordable for all, especially
those in semi-urban and rural communities. The Sandhar
Healthcare Centre, is addressing the critical gaps in the
healthcare system by reaching out to the marginalized
populations, including local residents and migrant workers
and ensuring quality healthcare services to all.

Key highlights of the Centre include:

• Delivery of essential primary healthcare services such
as OPD consultations, blood pressure and blood
sugar monitoring, and general health check-ups at a
minimal token cost.

• Over 18,000 patients benefited from healthcare
services in FY’25, reflecting the Centre’s impact on
community well-being.

• Focused women’s healthcare through regular
gynecology consultations, ensuring timely support
for female-specific health issues and promoting
menstrual hygiene awareness and awareness on
maternal & child care.

• More than 1,700 women have availed gynecology
services, strengthening the focus on women’s health
in the region.

Employee Engagement

1. Donation Drive - Spreading Joy and Kindness

Celebrating the true spirit of Christmas, employees at the
Sandhar Corporate Office came together to participate
in a heartfelt donation drive for the residents of a shelter
home run by the Earth Saviour Foundation, which supports
individuals who are homeless and abandoned by their
families.

As part of this initiative, employees generously contributed
groceries, clothing, and daily essentials, bringing comfort
and warmth to those in need and reaffirming Sandhars’
commitment to compassion and community service.

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

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

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION,
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 rooted in
strong business ethics, fairness, and trust in all its stakeholder
interactions.

The Company conducts its affairs with fairness and
transparency, recognizing the importance of earning
and maintaining the trust of its stakeholders. Corporate
Governance is regarded as fundamental to nurturing a forward¬
thinking organization capable of delivering sustainable growth.

In its engagements with external stakeholders, the Company
prioritizes transparency, ensuring the timely sharing of
information. Leadership sets the tone through their actions,
ensuring the organization remains aligned with its culture and
values in both principle and practice.

The Company has complied with the Corporate Governance
requirements as specified in the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013, a report on the same as stipulated
in Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is
enclosed as “Annexure-E” to the Board’s Report.

The Certificate issued by M/s. K.K. Sachdeva & Associates,
Practicing Company Secretaries, confirming the Compliance
with conditions of Corporate Governance as stipulated in
Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is
enclosed as "Annexure-F” to the Board’s Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The contribution of the Board of Directors is vital in providing
effective leadership, strategic direction, policy formulation,
monitoring and supervision, and ensuring accountability to
shareholders & other stakeholders. Their role is essential in
driving sustainable performance and upholding the highest
standards of corporate governance.

The Board of your Company comprises an optimal mix of
Executive and Non-Executive Directors, reflecting a balanced
approach to leadership. The composition also acknowledges
the importance of gender diversity, in line with best practices
and regulatory expectations.

As of 31^st March, 2025, the composition of the Board and Key
Managerial Personnel is as follows:

Demise of Shri. Dharmendar Nath Davar, Chairman Emeritus
and the Promoter of the Company

Shri. Dharmendar Nath Davar, Chairman Emeritus and
Promoter of Sandhar Technologies Limited passed away on
29^th December, 2024. His visionary leadership and invaluable
contributions over the years played a pivotal role in shaping the
company’s legacy.

He will remain a source of inspiration for all within the Sandhar
Group.

i. Shri Dharmendar Nath Davar (DIN:00002008) resigned
from the position of Chairman and Director of the
Company with effect from 23^rd May, 2024. In appreciation
of his exceptional leadership, vision, foresight, and
commitment throughout his tenure, the Board had
honoured him with the distinguished title "Chairman
Emeritus,” recognizing his invaluable guidance, strategic
direction and stewardship.

ii. The Board further appointed Shri Jayant Davar (DIN:
00100801) as the Chairman, Managing Director, and
Chief Executive Officer of the Company with effect from
23^rd May, 2024.

iii. Shri Arvind Kapur, Non-Executive Independent Director
of the Company, completed his second and final term as
Independent Director on 3^rd July, 2024, and ceased to hold
the position of Director from that date.

iv. The Board, on the recommendation of the Nomination
and Remuneration Committee and in accordance with
the provisions of the Companies Act and SEBI Listing
Regulations, appointed Smt. Aabha Bakaya (DIN:
05131734) as an Additional Director and designated her as
a Non-Executive Independent Director of the Company
for a period of five years with effect from 8^th August, 2024,
subject to the approval of the members. The appointment
was subsequently confirmed by the members at the
32^nd Annual General Meeting of the Company held on
24^th September, 2024.

v. Shri Vimal Mahendru (DIN: 00006016) was re-appointed
as a Non-Executive Independent Director on the Board
of the Company w.e.f., 05^th November, 2024. At the
32^nd Annual General Meeting held on 24^th September,
2024, the members approved his re-appointment as an
Independent Director of the Company for a second term
of 5 years i.e., 05^th November, 2024 to 04^th November,
2029.

vi. Shri Gulshan Ahuja (ICSI Membership No. A58924), Deputy
Company Secretary and Compliance Officer of the
Company was designated by Board in its meeting held on
12^th February, 2025 as a Key Managerial Personnel pursuant
to the requirements under Regulation 6 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

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

None of the Directors of the Company are disqualified as per
the provisions of Section 164 of the Act. The Directors of the
Company have made necessary disclosures under Section 184
and other relevant provisions of the Act.

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

The following changes occurred in the Board of Directors of
the Company after the end of the financial year and the date of
the report.

i. Based on the recommendation of the Nomination and
Remuneration Committee and of the Board, Shri Sandeep
Dinodia (DIN: 00005395) appointed/ re-designated as
a Non-Executive Independent Director of the Company
by members through Postal Ballot concluded on 26^th
June, 2025 for a period of five(5) consecutive years
commencing from 26^th June, 2025 to 25^th June, 2030.

ii. Based on the recommendation of Nomination and
Remuneration Committee, the Board appointed Shri
Gurvinder Jeet Singh (DIN:02129467) as an Additional
Director as well as the Whole-time Director in the category
of Executive Non-Independent Director of the Company
w.e.f., 22^nd May, 2025. The appointment was subsequently
affirmed by the members through Postal Ballot concluded
on 26^th June, 2025.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provision of Section 152 of the
Companies Act, 2013 read with the rules made thereunder and
Articles of Association of the Company, Shri Neel Jay Davar
(DIN: 09201336), Non-Executive & Non Independent Director
of the Company is liable to retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible, has
offered himself for re-appointment. Information as required
under Regulation 36(3) of the Listing Regulations is provided in
the Notice of 33^rd Annual General Meeting.

MEETINGS OF THE BOARD

Regular meetings of the Board were held to deliberate and
decide on various business policies, strategies, financial
matters, and other key issues. A calendar of meetings was
prepared and circulated in advance to all the Board Members
to enable them to plan their schedule for effective participation
in the meetings. Due to business exigencies, the Board also
passed some resolutions by circulation as required from time
to time.

The Board/ Committee meetings of the Company were
conducted in compliance with the provisions of the
Companies Act, 2013, the Listing Regulations, and applicable
Secretarial Standards. Information as mentioned in the Act,
Schedule II of the Listing Regulations, and all other material
information, identified by the management, were presented
to the Board for its consideration. Detailed agendas,
including supporting documents, relevant data, and other
necessary information, were shared in advance to enable
informed decision-making and provide strategic guidance
to the management information regarding the Board and its
committees, including the meetings conducted throughout
the year and the attendance records of individual directors/
members, is provided in the Corporate Governance Report of
the Company.

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

Additionally, several Committee meetings were held during the
Financial Year.

All recommendations made by the Audit Committee during the
financial year 2024-25 were accepted by the Board.

COMM ITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations,
your Company has constituted various Statutory Committees.
Additionally, the Board has formed other governance
Committees to review the specific business operations and
governance matters, including any specific items that the
Board may decide to delegate. The Board has constituted
7 (seven) committees in order to comply with the statutory
guidelines and for the purpose of operational feasibility so as
to assist the Board in discharging its duties and responsibilities.
The committees report to the Board on their activities on a
periodic basis, and the minutes of the committee meetings are
provided to Board.

As on 31^st March, 2025, the Board has constituted the following
Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders’ Relationship Committee;

5. Share Transfer & Allotment Committee;

6. Finance & Strategy Committee; and

7. Risk Management Committee.

Details of composition, terms of reference, and
number of meetings held in Financial Year 2024-25 for
the aforementioned Committees are given in the Report
on Corporate Governance, which forms a part of this
Annual Report. Further, during the year under review, all
recommendations made by the Audit Committee and
other Committees have been accepted by the Board.

ANNUAL GENERAL MEETING

All the members of the Board of Directors attended the
last 32^nd Annual General Meeting ("AGM”) of the Company
held on Tuesday, the 24^th September, 2024 through Video
Conferencing ('VC’)/ Other Audio Visual Means ("OAVM”).

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the
Companies Act, 2013 ("the Act”) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations”), the Company has established a
Nomination and Remuneration Policy. This policy provides a
comprehensive framework for the appointment, performance
evaluation, and remuneration of Directors, Key Managerial
Personnel (KMP), and other employees and the objective of
this policy is to attract, retain, and motivate qualified individuals
through a fair and competitive remuneration structure
while aligning their goals with the long-term interests of the
Company and its stakeholders.

The remuneration policy for directors, key managerial
personnel and other employees is also available on the
Company’s website at https://sandhargroup.com/investors/
corporate-governance

SELECTION AND PROCEDURE FOR NOMINATION AND
APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Policy of the Company,
inter alia, provides that the Nomination and Remuneration
Committee shall formulate the criteria for appointment
of Executive, Non-Executive and Independent Directors
on the Board of the Company and 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
promotes diversity. The Policy is designed to attract, recruit,
retain, and motivate the best available talent.

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

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

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

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

The Board affirm that 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 Board is of the opinion that the Independent Directors
of the Company hold the highest standards of integrity and
possess the requisite expertise and experience required
to fulfil their duties as Independent Directors, and they are
independent of the Management.

In terms of section 150 of the Companies Act, 2013 read
with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered
themselves with the databank maintained by Indian Institute of
Corporate Affairs, Manesar ("MCA”).

In terms of the requirement of Regulation 25 of Listing
Regulations and Schedule IV of the Act, the Independent
Directors of the Company met separately on the 17^th March,
2025, without the presence of any Non-Independent Director
and members of management.

The meeting was conducted to discuss the matters pertaining
to, inter alia, review of performance of Non-Independent
Directors and the Board as a whole, review the performance
of the Chairman of the Company, assess the quality, quantity
and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

PERFORMANCE EVALUATION OF THE BOARD

In terms of the requirements of the Section 134(3) (p) of the
Companies Act, 2013 read with Rule 8(4) of the Companies
(Accounts) Rules, 2014 and SEBI (Listing Obligations and
Disclosure Requirements), 2015, the Board of Directors
conducted an annual assessment of its own performance,
Board Committees and individual directors.

The Company has implemented a structured and confidential
evaluation process to assess the effectiveness of the Board,
its Committees, and each Director, including the Chairman.
Directors provided feedback through a rating mechanism
based on defined performance parameters.

The evaluation criteria were broadly aligned with the Guidance
Note on Board Evaluation issued by SEBI on 5^th January, 2017.
The overall performance assessment was completed to the
satisfaction of the Board, and the outcome of the evaluation
was presented and discussed at the Board meeting.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

To facilitate effective participation in Board discussions, the
Board members were provided with necessary information,
documents, and presentations to help them familiarise
themselves with the Company’s processes, policies, and
practices.

Periodic presentations were made during Board Meetings to
apprise the Directors of the Company’s business performance,
strategic initiatives, industry developments, and regulatory
updates.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT
DIRECTORS

In compliance with the requirements of Section 149 read with
Schedule IV of the Companies Act, 2013 and Regulation 25(7)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has in place a structured
Familiarisation Programme for Independent Directors. The
objective of the programme is to enable the Independent
Directors to understand the Company’s business in depth
and to update their knowledge on a continual basis. The
Familiarisation Programme is conducted through various
initiatives, including presentations by senior management and
sharing of industry and regulatory updates.

Some of the familiarisation programme imparted to the
Independent Directors are as follows:

1. A detailed presentation provided by Shri. Yashpal Jain,
Chief Financial Officer and Company Secretary of the
Company on the major amendments/updates to the SEBI
Listing Regulations.

2. A brief presentation provided by Shri. Ajay Kumar Raghav,
Key Managerial Personnel and Chief Operating Officer:
Casting, Machining and Tooling Business of the Company,
on the updates of the following Information:

1. Aluminium Die Casting-Manufacturing Process

2. Aluminium Usage by Sector in India

3. Aluminium in Automotive Sector

4. Sandhar Product Portfolio-2W & 4W by System
Application

5. New Business- Product Portfolio- By Scooter and
Motor Cycle Category

6. Sandhar Aluminum Die-Casting Journey

Further, the complete details of the familiarization programmes
held for the Independent Directors are also placed on
the website of the Company at https://sandhargroup.
com/uploads/Governance/familiarisation-programme_
independent-director_fy2024-25.pdf

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

Your Company has adopted a Code of Conduct ("PIT Code”) to
regulate, monitor and report trading in your Company’s shares
by your Company’s designated persons and their immediate
relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, which consist of 4 (four) parts mentioned
below:

a. Code of Conduct for prohibition of Insider Trading;

b. Code of Practices and Procedures for fair disclosure of
Unpublished Price Sensitive Information;

c. Policy for determination of Legitimate purpose; and

d. Policy on the procedure of enquiry in case of leak of
Unpublished Price Sensitive Information.

The management undertakes various measures, inter-alia,
trainings, regular communications to create awareness on
Prevention of Insider Trading as per Code of Conduct for
Prohibition of Insider Trading of the Company and the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Code of Conduct for Prohibition of Insider Trading and
the Code of Practices and Procedure for Fair Disclosure of
Unpublished Price Sensitive Information are formulated based
on the principle that the 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/
investors/corporate-governance

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the
information and explanations obtained, in terms of Section
134(5) of the Act, your Directors state that:

1. in the preparation of annual accounts for the year ended
the 31^st March, 2025, the applicable Accounting Standards
read with requirements set out under Schedule III to the
Act, have been followed along with proper explanation
relating to material departures, if any;

2. they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
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;

3. they have taken proper and sufficient 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. they have prepared the Annual Accounts on a going
concern basis;

5. they have laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial
Control are adequate and operating effectively; and

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

POLICIES OF THE COMPANY

The Company is committed to conducting its business with
the highest ethical standards, guided by a strong value
system. In compliance with the SEBI Listing Regulations
and the Companies Act, 2013, the Board of Directors has
framed and approved various policies as mandated. These
policies are designed to ensure transparency, integrity,
and sound governance practices across all operations. The
Board periodically reviews these policies and ensures their
continued relevance and effectiveness in line with regulatory
requirements and evolving business needs.

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

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

RISK MANAGEMENT

The Company has a well-defined Risk Management Framework
that is integral to its strategic planning and achievement of
long-term objectives. The framework is designed to identify,
assess, and mitigate risks that may impact the Company’s
performance and business continuity.

In compliance with Section 134(3)(n) of the Companies
Act, 2013, the Board of Directors has constituted a Risk
Management Committee, which is entrusted with the
responsibility of formulating, implementing, and monitoring
the Risk Management Policy and Framework. The Committee
plays a vital role in overseeing the risk management process,
which includes risk identification, impact assessment,
formulation and execution of mitigation plans, and regular risk
reporting. The purpose of the Committee is to assist the Board
of Directors in fulfilling its oversight responsibilities with regard
to enterprise risk management. The Company also has in place
a duly approved Risk Management Policy.

The Company places a strong emphasis on identifying and
addressing risks that threaten the achievement of business
objectives. A structured mechanism is in place for periodic
risk assessment, which enables the identification, evaluation,
and proactive mitigation of potential risks in a timely manner.
The Risk Management Policy of the Company is available on
the website of the Company at https://sandhargroup.com/
uploads/Investor/risk-management-policy-.pdf

CYBER SECURITY

In view of the rising threat of cyberattacks, the Company
regularly reviews its cybersecurity maturity and continues to
strengthen its processes and technology controls in line with
the evolving risk landscape.

During the financial year, the Company experienced a
cybersecurity incident involving unauthorized access to its IT
systems. Immediate containment measures were taken, and
third-party cybersecurity experts were engaged to mitigate
the impact. While most systems were restored promptly,
certain systems remained under investigation to ensure full
recovery and reinforce security measures; all systems have
now been fully recovered. The incident did not have any
material impact on the Company’s financial performance. The
Company remains vigilant and is committed to continuously
enhancing its cybersecurity framework to prevent future
incidents.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of the Companies Act, 2013,
the rules made thereunder, and the applicable SEBI Listing
Regulations, the Company has implemented a robust Vigil
Mechanism / Whistle Blower Policy. The Audit Committee of
the Company has been entrusted with the responsibility of
overseeing the effective implementation of this mechanism.

The policy provides a secure and confidential platform for
Directors, Employees, and Stakeholders to report concerns
about unethical behavior, actual or suspected fraud, violations
of the Company’s Code of Conduct, improper practices, or
any alleged misconduct. Such concerns may be reported
directly to the Chairperson of the Audit Committee or, where
appropriate, to the Managing Director of the Company.

The policy outlines a clear and structured procedure for
reporting and addressing such concerns while ensuring
protection against any form of retaliation. It reflects the
Company’s commitment to maintaining the highest standards
of ethical conduct and transparency.

The detailed Whistle Blower Policyis available on the Company’s
official website at the following link: https://sandhargroup.
com/uploads/Investor/whistle-blower-policy_new.pdf

HUMAN RESOURCE DEVELOPMENT

Employees are the cornerstone of the Company’s success
and a driving force behind its continued excellence in the
automobile industry. As a strategic business enabler, the
Company’s Human Resources (HR) function is closely aligned
with its vision to emerge as a global leader in the integrated
automobile space.

Our HR vision is to build and nurture world-class human capital
by continuously innovating and implementing best-in-class HR
practices. These practices are designed to support business
leaders and foster a workforce that is engaged, empowered,
and motivated.

As of 31^st March, 2025, Sandhar employed 1689 individuals on
its rolls. The Company empowers these dedicated individuals
through its HR strategies, which prioritize workforce planning,
talent acquisition, performance management, learning and
development, career advancement, succession planning,
leadership development, and the enhancement of employee
experience and engagement. This is accomplished by offering
top-tier employee facilities, welfare benefits, and fostering a
conducive work environment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLO¬
SURES

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to the Report as “Annexure
G”.

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

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

At Sandhar Group, we are firmly committed to maintaining a
safe, inclusive, and respectful workplace for all employees.
In compliance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
and rules made thereunder, your Company has laid down
a Prevention of Sexual Harassment (POSH) Policy and has
constituted Internal Complaints Committees (ICC), to consider
and resolve the complaints related to sexual harassment,
reinforcing our zero-tolerance approach towards any form of
harassment.

All employees (permanent, contractual, temporary, trainees,
etc.) and visitors are covered under the said Policy. The ICC
includes external members with relevant experience. The ICC
work extensively on creating awareness on relevance of sexual
harassment issues. The employees are required to undergo a
training on POSH to sensitize themselves and strengthen their
awareness.

During the Financial Year under review:

1. Number of sexual harassment complaints received during
the year- Nil

2. Number of complaints disposed of during the year - NA

3. Number of cases pending for more than 90 days - NA

Your Company has filed the POSH annual return within the
prescribed timeline, ensuring full regulatory compliance and
remains committed to creating a workplace where dignity,
equality, and safety are non-negotiable. Through continuous
education, visible support structures, and a strong reporting
framework, we strive to uphold the values of respect and trust
across the organization.

AUDITORS & AUDITORS' REPORT

STATUTORY AUDITORS

M/s. BSR & Co. LLP, Chartered Accountants (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 2024-2025 including
report on Internal Financial Controls, are self-explanatory and
does not carry any observation/qualification/ adverse remarks
etc. or infirmity in the Company’s affairs.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 made thereunder, the Board
re-appointed M/s K.K. Sachdeva & Associates, Practicing
Company Secretaries, to undertake the Secretarial Audit of
your Company for the financial year ended 31^st March, 2025.
The Secretarial Audit Report for the year under review is
provided as “Annexure-H” of this report. The said Secretarial
Audit Report does not contain any qualification, reservations,
adverse remarks and disclaimer.

Further, pursuant to amended Regulation 24A of SEBI Listing
Regulations, and subject to your approval being sought at the
ensuing 33^rd AGM, the Board based on the recommendation
of Audit Committee has appointed M/s K.K. Sachdeva &
Associates, Practicing Company Secretary (C. P. No. 4721; Peer
reviewed certificate no. 1684/2022) as a Secretarial Auditors to
undertake the Secretarial Audit of your Company for a term of
five (5) consecutive years from the conclusion of 33^rd Annual
General meeting till the conclusion of the 38^th Annual General
Meeting of the Company. Secretarial Auditors have confirmed
that they are not disqualified to be appointed as a Secretarial
Auditor and are eligible to hold office as Secretarial Auditor of
your Company.

INTERNAL AUDITORS

The Board on the recommendation of Audit Committee
approved the re-appointment of M/S GSA & Associates, LLP,
Chartered Accountants, Internal Auditors (Firm’s Registration
No. 000257N/N500339), for conducting the Internal Audit of
the Company for the Financial Year 2025-2026.

COST AUDITORS

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

M/s. Satija & Co., Cost Accountants (Firm Registration No.
004907) was the Cost Auditors of the Company for the FY
2023-24 & 2024-25. The cost audit report for the FY 2023¬
24 submitted by the said Cost Auditors during the FY 2024¬
25 does not contain any qualification, reservation, or adverse
remark. Additionally, the Cost Auditors of the Company
have not reported any matter under Section 143(12) of the
Companies Act, 2013 in their report for FY 2024-25.

The Board of Directors, upon recommendation of the
Audit Committee, has re-appointed M/s. Satija & Co., Cost
Accountants (Firm Registration No. 004907), as the Cost
Auditors for FY 2025-26.

A resolution seeking approval of the members for ratification
of the remuneration payable to the Cost Auditors for FY 2025¬
26 is provided in the Notice of the ensuing Annual General
Meeting.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Secretarial
Auditor and Cost Auditors of your Company have not reported
any instances of fraud committed in the Company by its
Officers or Employees to the Audit Committee, as required
under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
THEREOF

The Board has established comprehensive policies and
procedures to govern the orderly and efficient conduct of
its business, ensuring adherence to 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 auditor. The Internal
Auditors periodically reviews operational compliances in
accordance with documented policies and procedures and
evaluates their effectiveness and efficacy in ensuring robust
internal control.

The statutory auditors of the Company have audited the
financial statements included in this Annual Report and have
issued an attestation report on the Company’s internal control
over financial reporting (as defined in section 143 of the
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 31^st March, 2025 describing the initiatives
taken by the Company from an Environment, Social and
Governance perspective in prescribed format as stipulated
under Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed
herewith as "Annexure-I”.

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

The Company has not received any significant and material
orders, passed by the regulators and courts, or tribunals that
materially impact the going concern status and the Company’s
operations in the future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF
COMPANY SECRETARIES OF INDIA

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1 and
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India on Board of Directors / Committee
Meetings and General Meetings.

ANNUALRETURN

Pursuant to Section 134(3)(a) of the Act, read with the rules made
thereunder, the annual return as on 31^st March, 2025 prepared in
accordance with Section 92(3) of the Act, is made available on
the website of your Company at https://sandhargroup.com/
investors/annual-return.

LISTING ON STOCK EXCHANGE

The 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
provided by the Chairman, Managing Director & Chief
Executive Officer, supported by the Chief Financial Officer and
Company Secretary, and the commendable teamwork done
by the executives, staff and workers at all levels in various units
at different locations.

PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the Financial Year 2024-25, no proceedings were
initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

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

During the Financial Year 2024-25, the Company has not
made any one-time settlement with the banks or financial
institutions, and there was no difference between the valuation
of loan taken from the Banks or Financial Institution; therefore,
the same is not applicable to the company.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

In accordance with the requirements of the Maternity Benefit
Act, 1961, the Company confirms that it is fully compliant with
the provisions of the Act. The Company provides all statutory
benefits and other entitlements as prescribed under the Act.

The Company is committed to fostering an inclusive and
supportive work environment for all employees ensures that
all applicable provisions relating to maternity benefits are
implemented.

OTHER DISCLOSURES

The Managing Director & Chief Executive Officer of the
Company has not received any remuneration or commission
from any of the subsidiary companies. Further, the Company
does not have any holding Company.

APPRECIATION

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

For and on behalf of the Board of Directors of
Sandhar Technologies Limited

Jayant Davar

Chairman, Managing Director
and Chief Executive Officer

DIN: 00100801

Place: Gurugram, Haryana
Date: 07^th August, 2025