The Board of Directors take pleasure in presenting its 34^th
(Thirty Fourth) 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, 2026.

In compliance with the applicable provisions of the Companies
Act, 2013, (including any statutory modification(s) or re¬
enactments) thereof, for time being in force) ('the Act’) and the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('the SEBI Listing
Regulations’), this report covers the financial results and other
developments during the financial year ended 31 March, 2026
and upto the date of the Board meeting held on 11^th August,
2026 to approve this report, in respect of the company.

INDUSTRY UPDATES

The Indian automotive industry continues to be one of the
world’s largest and fastest-growing automobile markets
and remains a key contributor to the country’s economic and
industrial development. The sector contributes approximately
7.1% to India’s Gross Domestic Product (GDP) and around 49%
to manufacturing GDP, while generating significant direct and
indirect employment across the value chain. As a critical pillar
of the manufacturing sector, the industry plays an important
role in driving economic growth, exports, innovation, and
technological advancement.

India’s emergence as a global automotive hub reflects
the technical capabilities, manufacturing excellence, and
entrepreneurial strength of both vehicle manufacturers and
component suppliers. Indian automotive companies have
established strong international footprints, with growing
exports and increasing acceptance of Indian-made vehicles
and components across developed and emerging markets.
The industry has consistently demonstrated its ability to adopt
global best practices while maintaining cost competitiveness,
operational efficiency, and value-driven offerings.

The industry is undergoing a significant transformation driven
by evolving consumer preferences, increasing adoption
of electric vehicles (EVs), technological advancements,
digitalization, and sustainability initiatives. Registrations of
electric passenger vehicles, for instance, grew by more than
80% during Financial Year 2025-26 compared to the previous
year, reflecting the pace at which electrification is gaining
ground across vehicle categories. Continued investments in
infrastructure, manufacturing capabilities, localization, and
research and development are further strengthening the
sector’s long-term growth prospects.

As reported by the Society of Indian Automobile Manufacturers
(SIAM), Financial Year 2025-26 was a landmark year for
the Indian automobile industry. Overall vehicle wholesales
crossed an all-time high of 2.83 crore units, growing 10.4%
over the previous year, with the Passenger Vehicle, Two¬
Wheeler, Three-Wheeler and Commercial Vehicle segments
all recording their highest-ever annual sales together for the
first time in seven years, since Financial Year 2018-19. The
Passenger Vehicle segment achieved record sales of 46.43
lakh units, registering growth of 7.9% over the previous year,
while exports reached an all-time high of 9.05 lakh units,

reflecting growth of 17.5%. The Two-Wheeler segment also
recorded its highest-ever sales of 2.17 crore units, growing by
10.7%, with exports increasing by 23.4% to a record 51.8 lakh
units. The Commercial Vehicle and Three-Wheeler segments
delivered similarly strong performances, with sales of 10.80
lakh units (up 12.6%) and 8.36 lakh units (up 12.8%) respectively.
Industry growth was supported by favourable macroeconomic
conditions, the implementation of GST 2.0 reforms, income tax
relief measures, successive interest rate cuts by the Reserve
Bank of India, improving affordability, and rising consumer
confidence.

The strong performance during the year was reinforced by
robust momentum in the second half of Financial Year 2025¬
26, which more than offset a relatively subdued first half.
The Passenger Vehicle segment, for instance, moved from
a marginal de-growth in the first half to double-digit growth
in the second, as the GST 2.0 rate reduction, effective from
22^nd September 2025, combined with improved financing
conditions, rising disposable incomes, and sustained
infrastructure investments to lift demand. Export demand
remained resilient across key international markets, including
Africa, the Middle East, Latin America, and neighbouring
countries, with total vehicle exports from India crossing 66.48
lakh units during the year, up 24% over Financial Year 2024-25,
further strengthening India’s position as a global automotive
manufacturing and export hub.

This momentum extended to the automotive component
industry, which is closely linked to the Company’s core business.
As per the Automotive Component Manufacturers Association
of India (ACMA), industry turnover for the first half of Financial
Year 2025-26 grew by 6.8% over the corresponding period
of the previous year to ?3.56 lakh crore, with supplies to OEMs
growing by 7.3% and the aftermarket segment expanding by
9%. Component exports rose by 9.3% to USD 12.1 billion during
the period, even as imports grew at a faster pace, resulting in a
marginal trade deficit. Electric vehicle components accounted
for about 4.6% of total supplies to OEMs, reflecting the
steady shift of the component ecosystem towards new-age
mobility technologies, with the record vehicle sales and GST-
led demand tailwinds of the second half expected to have
sustained this momentum through the remainder of the fiscal
year.

Looking ahead, the Indian automotive industry is expected to
maintain a positive growth trajectory, supported by favourable
demographics, increasing vehicle penetration, infrastructure
development, technological advancements, and the transition
towards sustainable mobility solutions. The industry, however,
continues to operate in an environment marked by geopolitical
uncertainties, particularly ongoing tensions in West Asia, which
may impact crude oil prices, commodity costs, freight rates,
and global trade flows. Additionally, volatility in fuel prices,
foreign exchange fluctuations, supply chain disruptions,
shipping route constraints, and broader macroeconomic
uncertainties may influence demand patterns, input costs,
and operational efficiencies across the automotive value
chain. Despite these challenges, the long-term outlook for
the Indian automotive sector remains positive, supported
by strong domestic demand fundamentals, policy support,
growing export competitiveness, and continued investments
in technology, innovation, and manufacturing capabilities.

The summary of the standalone and consolidated financial results of the Company for the year ended 31^st March, 2026, is as follows:

OPERATING RESULTS & BUSINESS PERFORMANCE

On Consolidated basis, the Company recorded an increase
in revenue from operations by 24.91%. The Revenue from
Operations increased to INR 4,85,208.61 Lacs during the
Financial Year 2025-2026 compared to INR 3,88,450.22
Lacs of the previous year. The underlying EBITDA margin for
Financial Year 2025-2026 stood at 10.57%, as against 10.29%
in Financial Year 2024-2025. The Company earned a Profit
Before Tax (PBT) of INR 25,574.70 Lacs during the Financial
Year 2025-2026 compared to INR 18,459.36 Lacs during the
previous year registering an increase of 38.54%. The Profit
After Tax (PAT) increased by 40.25% to INR 19,865.93 Lacs in the
Financial Year 2025-2026 as compared to INR 14,164.24 Lacs
in the previous financial year.

On Standalone basis, the Operating revenue of the Company
recorded an increase of 4.51% during Financial Year 2025¬
2026 over previous year. The Revenue from Operations
increased to INR 3,04,443.58 Lacs during the FY 2025-2026
compared to INR 2,91,303.56 Lacs during the previous year.
The Profit Before Tax (PBT) increased by 24.19% to INR 23,117.11
Lacs in the FY 2025-2026 compared to INR 18,614.28 Lacs in
the previous year. The Profit After Tax (PAT) increased to INR
17,911.43 Lacs in the FY 2025-2026 compared to INR 13,962.71
Lacs during the previous financial year.

MAJOR HIGHLIGHTS

1. 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 of KSTPL, 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.

2. The Board at its meeting held on 07^th August, 2025
approved the Slump Sale of Aluminium Die Casting
business of following units/ undertaking on a going
concern basis through execution of Business Transfer
Agreement;

i) From Sandhar Technologies Limited (TN) - Unit
I, located at Plot No. 758/B2, Old Anekal Road,
Poonapalli Village, Hosur Taluk, Krishnagiri, Tamil
Nadu- 635114 to Sandhar Ascast Private Limited,
a wholly owned subsidiary of the Company. The
transaction was completed on 01^st March, 2026.

ii) From Sandhar Technologies Limited (HR) - Unit V,
located at Plot No-14, Sector-5, Industrial Estate,
Growth Centre, Phase-II Bawal, Rewari Haryana
-123501 to Sandhar Ascast Private Limited, a wholly
owned subsidiary of the Company. The transaction
was completed on 01^st February, 2026.

3. The Company made an additional investment in the equity
share capital of Sandhar Technologies Barcelona S.L.
through a rights issue amounting to EUR 915,000 (Euro
Nine Hundred Fifteen Thousand only).

4. The Company entered into the Share Purchase Agreement
with Clean Renewable Energy KK1A Private Limited (SPV)
for making investment amounting to INR 2,72,00,000/- to
secure a long-term reliable source of renewable energy
through Solar and Wind Power, in the State of Karnataka.
This energy will be sourced from a Captive Generating

Plant ("CGP”) being developed, owned, operated, and
maintained by Clean Renewable Energy KK 1A Private
Limited.

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 ("SEBI 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 Financial Year 2025-26 appearing in the Statement
of profit and loss.

DIVIDEND

The Board of Directors at their meeting held on 21^st May, 2026,
recommended a final dividend amounting to INR 4.00/- (Indian
Rupees Four only) per Equity Share of face value INR 10/- (Indian
Rupees Ten only) each fully paid -up i.e., (40%) for the financial
year ended 31^st March, 2026.

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 3.50 (Indian Three
Rupees and Fifty 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 11^th September, 2026.

The proposed dividend entails a total cash outflow of INR 24.08
crores representing a payout ratio of 13.44% for the financial
year ended 31^st March, 2026.

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, 2025.

RECORD DATE

The Company has fixed Friday, 11^th September, 2026 as the
"Record Date” for determining the entitlement of Members
to receive the final dividend for the financial year ended 31^st
March, 2026.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the '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/Governance/policy-
on-dividend-distribution.pdf

SHARE CAPITAL

As on 31^st March, 2026, the Authorised Share Capital of the
Company stood at INR 8,000.00 lakh comprising 780.00
lakh Equity Shares of INR 10/- each and 2.00 lakh Preference
Shares of INR 100/- each

During the year under review, pursuant to the approval of
the shareholders at the 33^rd Annual General Meeting held
on 19^th September, 2025, the Authorised Share Capital of
the Company was increased from INR 7,000.00 lakh to INR
8,000.00 lakh.

The Issued, Subscribed and Paid-up Equity Share Capital of
the Company as on 31^st March, 2026 stood at INR 6,019.07
lakh comprising 601.91 lakh Equity Shares of INR 10/- each fully
paid-up.

During the year under review, 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.

PERFORMANCE HIGHLIGHTS OF KEY OPERATING
SUBSIDIARIESSandhar Engineering Private Limited (SEPL)

Sandhar Engineering Private Limited ("SEPL”), a wholly owned
subsidiary of the Company, is engaged in the manufacturing
and assembly of sheet metal components, automotive parts
and other fabricated products. SEPL operates manufacturing
facilities across Haryana, Karnataka, Tamil Nadu, Himachal
Pradesh and Gujarat catering to leading automotive original
equipment manufacturers ("OEMs”) and other customers.

During the year under review, SEPL reported revenue from
operations of INR 83,141.03 Lakhs as compared to INR
70,927.70 Lakhs in the previous year, registering a growth of
17.22%. The growth was primarily driven by increased business
volumes, new product additions and improved customer off¬
take across key segments. Profit after tax for the year stood at
INR 2,851.03 Lakhs as against INR 1,922.36 Lakhs in the previous
year, reflecting a year-on-year increase of 48.30%.

Sandhar Ascast Private Limited (SAPL)

Sandhar Ascast Private Limited ("SAPL”), a wholly owned
subsidiary of the Company, is engaged in the manufacture of
aluminium die-cast components, tooling solutions and related
products. SAPL operates manufacturing facilities across
Haryana, Karnataka and Tamil Nadu and serves several leading
OEMs in India.

During the year under review, SAPL completed the acquisition
of the High Pressure and Low Pressure Aluminium Die Casting
Business of Sundaram-Clayton Limited at its Hosur facility
through an all-cash transaction valued at approximately INR
163 Crores. The acquisition is expected to strengthen SAPL’s
manufacturing capabilities, expand its product portfolio and
provide entry into the low-pressure die-casting segment,
thereby enhancing its presence in the Aluminium Die casting
business.

SAPL reported revenue from operations of INR 1,23,464.59
Lakhs during the year as compared to INR 68,816.99 Lakhs in
the previous year, registering a growth of 79.41%. Profit after
tax for the year stood at INR 4,691.07 Lakhs as against INR
5,247.42 Lakhs in the previous year.

Sandhar Automotive Systems Private Limited (SASPL)

Sandhar Automotive Systems Private Limited (SASPL), a wholly
owned subsidiary of the Company, is primarily engaged in the
business of manufacture, service, import, export, sale, trade
in all kinds of automotive Fuel Pumps, Filters, Starter Motors,
Wiper Blades, accessories, Emission Controlling, Engine
Combustion and Calibration units, components/ parts and
other ancillary automotive modules to vehicle manufacturers,
distributors and dealers in India. SASPL reported revenue from
operations of INR 13,807.86 Lakhs during the year as compared
to INR 10,037.30 Lakhs in the previous year, registering a
growth of 37.56 %. Profit after tax for the year stood at INR
946.73 Lakhs as against INR 298.75 Lakhs in the previous year,
reflecting a year-on-year increase of 216.90%.

STRATEGIC INITIATIVES

During the year under review, the Company undertook a
strategic realignment of its business operations aimed at
creating focused business verticals, enhancing operational
efficiencies, improving scalability and strengthening long¬
term value creation. As part of this initiative, the Company’s
casting machining and tooling business was transferred to
Sandhar Ascast Private Limited ("SAPL”) and the sheet metal
and assembly business was transferred to Sandhar Engineering
Private Limited ("SEPL”), both wholly owned subsidiaries of the
Company, through a combination of slump sale of business
undertakings on a going-concern basis as well as transfer
of identified plant and machinery as the case may be in the
interest of the Company.

The reorganization was undertaken in the interest of the
Company as a whole and is intended to consolidate
similar operations under dedicated entities with focused
management oversight, specialized manufacturing
capabilities and enhanced operational agility. Consequent to
the restructuring, majority of castings, machining and tooling
operations of the Group in India are now carried out through
SAPL, while majority of sheet metal and assembly operations
are carried out through SEPL.

The consolidation is expected to improve resource utilization,
optimize capital deployment, drive economies of scale,
strengthen customer engagement and facilitate faster
decision-making across the respective business verticals. The
restructuring also provides a strong platform for future growth,
technology adoption and expansion opportunities within each
business segment.

Considering the scale and significance of operations housed
within these entities, SAPL and SEPL are qualified as Material
Subsidiaries of the Company from the ensuing financial year in
accordance with the applicable provisions of the SEBI Listing
Regulations.

The initiative is aligned with the Company’s long-term vision
of building focused, technology-led and globally competitive
automotive component businesses with leadership positions
in their respective product segments. Through this strategic
realignment, the Company aims to enhance operational
excellence, improve profitability, strengthen stakeholder value
creation and support sustainable long-term growth.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its
subsidiaries and Joint Ventures for the Financial Year 2025¬
26, are prepared in accordance with the applicable provisions
of the Companies Act, 2013 ('the Act’), read with the relevant
Indian Accounting Standard specified under the Act, and the
rules thereunder.

Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the Financial Statements the subsidiaries
and joint ventures is attached with the Board Report in Form
AOC-1 as "Annexure-B”.

Further, pursuant to the provisions of Section 136 of the Act,
the financial statements along with other relevant documents,
in respect of subsidiaries, are available on the Company’s
website and can be accessed at https://sandhargroup.com/
investors/subsidiary-annual-reports

SUBSIDIARIES AND JOINT VENTURES

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

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. Sandhar Amkin Industries Private Limited²

iii. Sandhar Whetron Electronics Private Limited

iv. Winnercom Sandhar Technologies Private Limited

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

3. 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 of the Company.

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

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.

UNLISTED MATERIAL SUBSIDIARY

During the Year under review, Sandhar Technologies Barcelona

S.L., an unlisted subsidiary incorporated outside India, was the
material subsidiary of the Company. The Company has adopted
a Policy for Determining Material Subsidiaries in accordance
with the Regulation of the SEBI Listing Regulations.

The Policy is available on the Company’s website at
https://sandhargroup.com/uploads/Investor/policy-for-
determining-material-subsidiaries1.pdf

Pursuant to the aforesaid Policy and based on the audited
consolidated financial statements for the Financial Year 2025¬
26, Sandhar Technologies Barcelona S.L. ceased to qualify
as a material subsidiary of the Company. Further, Sandhar
Engineering Private Limited and Sandhar Ascast Private
Limited have been identified as material subsidiaries and shall
be treated as material subsidiaries of the Company with effect
from the Financial Year 2026-27.

CAPEX AND LIQUIDITY

During the year under review, the Company invested INR
17,304.33 Lakhs in capital expenditure 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 7,214.64 lakhs
invested in equity shares of wholly owned subsidiaries and INR
10,089.69 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 5,108.61 Lacs as of 31^st March, 2026, compared to INR
8,109.18 Lacs in the previous fiscal, 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 SEBI 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 Note no. 6A, B, F of the
Standalone Financial Statements.

RELATED PARTY TRANSACTION

The Company has established a robust governance framework
for the identification, approval, review and monitoring of
related party transactions. All contracts, arrangements and
transactions entered into by the Company with its related
parties during the financial year under review were in the
ordinary course of business and on an arm’s length basis and
were in compliance with the provisions of the Companies Act,
2013 and the SEBI Listing Regulations, as amended.

During the year under review, certain non-recurring transactions
were undertaken between the Company and its wholly owned
subsidiaries. Such transactions were exempt from the approval
requirements under Regulation 23(5) of the SEBI Listing
Regulations. However, in line with the Company’s commitment
to good corporate governance practices, these transactions
were voluntarily placed before the Audit Committee and the
Board of Directors for their review and approval. The Audit
Committee and the Board, after due consideration, approved
the said transactions, which were undertaken in the ordinary
course of business and on an arm’s length basis.

During the year under review, the Board of Directors revised
the Policy for Determination of Materiality of and Dealing
with Related Party Transactions to align the same with the
amendments made to Regulation 23 of the SEBI Listing
Regulations.

Further, during the year under review, neither the Company nor
any of its subsidiaries entered into any contract, arrangement
or transaction with related parties that could be considered
material in accordance with the Company’s Policy for
Determination of Materiality of and Dealing with Related Party
Transactions.

Prior omnibus approval of the Audit Committee was obtained
for related party transactions that were repetitive and of a
foreseeable nature. All related party transactions approved by
the Audit Committee were placed before the Audit Committee
for its periodic review. Further, all such transactions were
undertaken in accordance with the Company’s Policy for
Determination of Materiality of and Dealing with Related Party
Transactions.

None of the related party transactions entered into during
the year attracted the provisions of Section 188(1) of the
Companies Act, 2013 or were material in nature. Accordingly,
the disclosure of related party transactions in Form AOC-2
pursuant to Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not
applicable and therefore does not form part of this Report.

The Policy for Determination of Materiality of and Dealing with
Related Party Transactions is available on the website of the
Company at https://sandhargroup.com/uploads/Investor/3-
policy-for-determination-of-materality-of-and-dealing-
with-related-party-transactions.pdf

None of the transactions entered into with related parties was
in conflict with the interests of the Company. On the contrary,
such transactions were undertaken in the ordinary course
of business and contributed to operational efficiencies and
business synergies. The attention of the Members is drawn to
Note No. 32 of the Standalone Financial Statements, which
sets out the details of transactions with related parties.

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 2025-2026 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 25
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 domain, SCID plays a pivotal role in
developing, testing, and validating next-generation products
for our customers.

INFORMATION TECHNOLOGY

To strengthen Company’s cybersecurity and reduced cyber
risks a centralized endpoint management platform (Manage
Engine) has been deployed to automate patch management,
enhance software compliance, and improve visibility across
the IT environment. To reinforce data security and regulatory
compliance, Data Loss Prevention (DLP) solution deployed for
real-time monitoring and protection of sensitive information.

Also undertook several cost optimization initiatives in In-house
applications development to reduce dependence on external
cloud-hosted solutions that reduces considerable technology
expenditure. Network internet and firewall services have
been consolidated under a single service provider, resulting
in improved uptime and cost efficiencies. Cloud storage
utilization has been optimized through periodic reviews.

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, Sandhar 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. 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, animal welfare & livelihood generation.
By implementing community-based programs. Sandhar
is working towards bridging socio-economic gaps and
promoting inclusive growth for the community.

Quality Education1. 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 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 14 expert-led sessions were conducted
with 12 teachers, focusing on practical aspects of
classroom instruction, curriculum design, and value-
based education.

• 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 90%
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. 108 sessions conducted focusing
on cognitive development, personality building,
and cultivating a positive mind-set. 40 group
counselling sessions were held with 180 students
and 53 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. 86% of parents participated in
the engagement sessions.

• Health & Hygiene Awareness (WASH):

Conducted 20 sessions promoting proper hygiene
and cleanliness, fostering healthy habits among
students.

• Menstrual Health Education:

Awareness sessions conducted with 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.

• Eye Check Up Camp

Organized in collaboration with 'Shri Banke Bihari
Charitable Eye Hospital to provide free eye check up
to 250 students and community members.

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 girl students 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 2025-26, 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.

Livelihood:1. Adopt a Gran

Sandhar in collaboration with Springdales Education
Society, implemented "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.

Health1. 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 12,000 patients benefited from healthcare
services in FY’25, reflecting the Centre’s impact on
community well-being.

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

Animal Welfare1. Prayaas for Animal Welfare

Sandhar, in collaboration with Umeed for Animals
Foundation, supports the rescue, treatment, rehabilitation,
and care of abandoned and injured animals. The initiative
focuses on strengthening animal welfare infrastructure
and ensuring timely medical care and emergency
response for animals in need.

Key Achievements & Impact

• Care and shelter for 160 rescued animals, including
dogs, cows, bulls, horses, monkeys, and pigs, by
supporting safe housing, smooth shelter operations.

• Enhanced veterinary care through diagnostic
support, including X-ray facilities, to enable timely
and accurate treatment of injured and rescued
animals.

• Improved shelter infrastructure and hygiene by
supporting the upkeep of permanent animals through
essential repairs, maintenance, and sanitation.

• Strengthened rescue and emergency response
through the operation and maintenance of a
dedicated rescue vehicle for animal rescue and
emergency cases.

• Timely intervention for animals in distress by enabling
prompt rescue, transportation, and access to
appropriate medical care.

The annual report on CSR activities is attached as
"Annexure-C” to the Board’s Report.

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

The information pertaining to conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and
Outgo by the Company pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed as "Annexure-D”.

CORPORATE GOVERNANCE

Sandhar’s Corporate Governance philosophy is 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 Regulations and
the Companies Act, 2013, a report on the same as stipulated
in Regulation 34 read with Schedule V of the SEBI Listing
Regulations is enclosed as "Annexure-E” to the Board’s Report.

The Certificate issued by M/s. K.K. Sachdeva & Associates,
Practising Company Secretaries, confirming the Compliance
with conditions of Corporate Governance as stipulated in
Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations 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 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, 2026, the composition of the Board and Key
Managerial Personnel is as follows:

CHANGE IN DIRECTORS & KMP

i. Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors in its
meeting held on 22^nd May, 2025, appointed Shri Gurvinder
Jeet Singh (DIN: 02129467) as an Additional Director in the
category of Executive Non-Independent Director with
effect from 22^nd May, 2025. The Board also approved his
appointment as Whole-time Director in the category of
Executive Non-Independent Director of the Company
for a term of three (3) years, subject to the approval of
the Members. The said appointment was subsequently
approved by the Members through a Postal Ballot
Resolution passed on 26^th June, 2025.

ii. Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors in
its meeting held on 22^nd May, 2025, approved the re¬
designation and appointment of Shri Sandeep Dinodia
(DIN: 00005395) as a Non-Executive Independent
Director of the Company, subject to the approval of
the Members. The said appointment was subsequently
approved by the Members through a Postal Ballot
Resolution passed on 26^th June, 2025, for a term of five (5)
consecutive years commencing from 26^th June, 2025 and
ending on 25^th June, 2030. (Both day inclusive)

iii. Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors in its
meeting held on 07^th August, 2025, approved the re¬
appointment of Shri Jayant Davar as Executive Chairman
(Executive Director) and Chief Executive Director with
effect from 01^st January, 2026 for the term of five (5) years,
subject to approval of members. The said appointment
was subsequently approved by the Members at the 33^rd
Annual General Meeting held on 19^th September, 2025.

iv. Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors in
its meeting held on 07^th August, 2025, approved the
appointment and designation of below mentioned
persons as Key Managerial Personnel;

v. Shri Venkataraman Srinivasan, Chief Operating Officer
- Cabins & Fabrication Division and a Key Managerial
Personnel of the Company, tendered his resignation from
the services of the Company. Consequently, he ceased to
be a Key Managerial Personnel of the Company with effect
from 31^st October, 2025.

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 SEBI
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 is 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. Shri Arjun Sharma, Non-Executive Independent Director
of the Company, completed his second and final term as
Independent Director on 23^rd May, 2026, and ceased to
hold the position of Director from that date.

ii. Shri Vikas Puri stepped down from the role of Chief
Operating Officer - Automotive Business with effect from
13^th June 2026 and subsequently tendered his resignation
as a Key Managerial Personnel of the Company with effect
from 17^th June 2026.

iii. Smt. Gazal Kalra (DIN: 07278754) appointed as Additional
Director (Non-Executive Independent Director) of the
Company with effect from 11^th August, 2026 for the first
term of five (5) consecutive years, subject to approval
of members of the Company in the ensuing 34^th Annual
General Meeting.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provision of Section 152 of the Act read
with the rules made thereunder and Articles of Association
of the Company, Smt. Monica Davar (DIN: 00100875), 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 herself for re¬
appointment. Information as required under Regulation 36(3)
of the SEBI Listing Regulations is provided in the Notice of 34^th
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 SEBI Listing Regulations, and
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India. Information as mentioned in
the Act, Schedule II of the SEBI 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 SEBI Listing Regulations.

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

All recommendations made by the Audit Committee during the
financial year 2025-26 were accepted by the Board.

COMMITTEES 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, 2026, 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 during the Financial Year 2025-26 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, except Shri Vimal
Mahendru, Non-Executive Independent Director, attended
the 33^rd Annual General Meeting ("AGM”) of the Company held
on Friday, 19^th September, 2025, through Video Conferencing
("VC”) / Other Audio-Visual Means ("OAVM”).

GREEN INITIATIVE

Pursuant to Sections 101 and 136 of the Act read with the
Companies (Management and Administration) Rules, 2014
and Companies (Accounts) Rules, 2014 and Regulation 36 of
SEBI Listing Regulations, the Company can send Notice of
AGM, Financial Statements and other communication to the
shareholders in electronic form. Your Company is sending the
Annual Report including the Notice of AGM for the Financial
Year 2025-26 in electronic mode to the shareholders who have
registered their e-mail addresses with the Company or RTA or
their respective Depository Participants (DPs).

Your Company will also be sending communication providing
web-link for accessing the Notice of AGM and Annual Report
including the exact path to those shareholders who have not
registered their e-mail address with the Company or RTA or
DPs, however these shareholders are requested to register
their e-mail addresses. Shareholders holding shares in demat
form can register their e-mail addresses with their concerned
DPs.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the
Companies Act, 2013("the Act”) and the SEBI 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 ("IICA”).

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

In terms of the requirement of Regulation 25 of SEBI Listing
Regulations and Schedule IV of the Act, the Independent
Directors of the Company met separately on the 10^th February,
2026, 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 Regulation, 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 Chairperson.
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 Regulations, 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 in the
Companies Act, 2013, SEBI Listing Regulations and NFRA
Circular.

2. Visit to the Company’s Manufacturing Unit at
Pathredi, Rajasthan. The unit is primarily engaged in
the manufacturing and assembly of a wide range of
automotive components, inter alia:

• Electric Steering Locks (Smart Locks)

• Door Handle Assemblies (Body-coloured, Chrome-
plated and Smart variants)

• Door Mirror Assemblies (Manual, Remote Control,
Auto Turn, Side Turn, Lane Watch Camera, Auto
Dimming, and EC Mirrors)

• Key Cylinder Sets (AT/MT Lock Sets)

• Driver Monitoring Systems and other new technology
products

• Magnesium Die Casted Components and SMT-based
electronic parts

3. A brief presentation provided by Shri. Vikas Puri, Key
Managerial Personnel and Chief Operating Officer:
Automotive Division of the Company, provided an overview
of companies Automotive Business Group (ABG) including
market trend, competitive landscape, technology road
map, future growth initiative and profitability drivers.

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/investors/disclosures-under-
regulation-46-of-the-lodr

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

Company has adopted a Code of Conduct ("PIT Code”) to
regulate, monitor and report trading in Company’s shares by
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, 2026, 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 Act, 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 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/
investors/corporate-governance

CYBER SECURITY

The Company recognizes cyber security and information
security as critical elements of its business resilience and
risk management framework. With increasing digitalization
of business processes and manufacturing operations, the
Company continues to strengthen its cyber security posture
through appropriate policies, procedures, technologies,
and governance mechanisms designed to safeguard its
information assets, operational systems, and stakeholder
data.

Cyber security risk management forms an integral part
of the Company’s Risk Management framework. The
Company has implemented measures for the identification,
assessment, monitoring, and mitigation of cyber risks,
including access controls, network security measures,
vulnerability assessments, periodic reviews, incident response
mechanisms, and employee awareness programmes.

The Board of Directors, through the Risk Management
Committee oversight framework, periodically reviews cyber
security risks, emerging threat landscapes, and the adequacy
of controls implemented by the management. Cyber security
preparedness, business continuity, and data protection
measures are reviewed on a regular basis to strengthen the
Company’s resilience against evolving cyber threats.

During the year under review, no material cyber security
incident or breach was reported that had a significant impact
on the Company’s operations, financial performance,
assets, or reputation. The Company remains committed to
continuously enhancing its cyber security capabilities and
preparedness in line with evolving business requirements and
regulatory expectations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of the Act, 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 Chairman 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 Policy is available on the
Company’s official website at the following link: https://
sandhargroup.com/investors/corporate-governance

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, 2026, Sandhar employed 1356 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 DISCLOSURES

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 Annual 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 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' REPORTSTATUTORY 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 2025-2026 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 and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Regulation 24A of SEBI Listing
Regulations, the members of the Company at the 33^rd Annual
General Meeting held on 19^th September, 2025, appointed M/s
K.K. Sachdeva & Associates, Practicing Company Secretaries,
(Peer Review Certificate No. 1684/2022) as the Secretarial
Auditor of the Company for a period of 5 consecutive years
commencing from FY 2025-26 until FY 2029-30. They have
also confirmed that they are not disqualified from continuing as
Secretarial Auditors of the Company in terms of provisions of
the Act & Rules made thereunder and SEBI Listing Regulations.

The Secretarial Audit Report for the Financial Year 2025-26
does not contain any qualification, reservation or adverse
remark and is attached to this Annual report as Annexure - H.

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 2026-2027.

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
2024-25 & 2025-26. The cost audit report for the FY 2024¬
25 submitted by the said Cost Auditors during the FY 2025¬
26 does not contain any qualification, reservation, or adverse
remark. Additionally, the Cost Auditors of the Company has
submitted its report for the FY 2025-26 and have not reported
any matter under Section 143(12) of the Companies Act, 2013 in
their report for FY 2025-26.

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 2026-27.

A resolution seeking approval of the members for ratification
of the remuneration payable to the Cost Auditors for FY 2026¬
27 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 Act.

INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the applicable provisions of the Act, read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("the IEPF Rules”), all unpaid or unclaimed dividends
are required to be transferred by the Company to the IEPF
Authority, established by the Government of India, after the
completion of seven Consecutive years. Further, according to
the IEPF Rules, the shares on which dividend has not been paid
or claimed by the shareholders for seven consecutive years or
more shall also be transferred to the demat account of the IEPF
Authority. During the year, the Company has transferred the
unclaimed and unpaid dividends and corresponding shares on
which dividends were unclaimed for seven consecutive years
were transferred to the IEPF Authority as per the requirements
of the IEPF Rules as detailed below:

Year-wise amounts of unpaid/unclaimed dividends lying
in the unpaid account up to the year, which are liable to be
transferred have been provided in the Corporate Governance
Report and are also available on the website of the Company
at https://sandhargroup.com/investors/unclaimed-and-
unpaid-dividend

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the
Financial Year ended 31^st March, 2026 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 Regulations, is
annexed herewith the Annual report 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.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, read with the rules
made thereunder, the annual return as on 31^st March, 2026 to
be prepared in accordance with Section 92(3) of the Act, and
be 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 Executive Chairman(Executive Director) and
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 2025-26, 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 2025-26, 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 Executive Chairman (Executive Director) & Chief Executive
Officer and Whole-time Director 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

Sd/-
Jayant Davar

Executive Chairman (Executive Director)
and Chief Executive Officer
DIN: 00100801

Place: Gurugram, Haryana
Date: 11^th August, 2026