Your Board of Directors are pleased to present the 18th Annual Report of Sintercom India
Limited (“Sintercom" or “Company") together with the audited financial statements for the
financial year ended on 31st March 2025. Further, in compliance with the Companies Act, 2013
the Company has made all requisite disclosures in the Board Report with the objective of
accountability and transparency in its operations and to make you aware of the performance
and future perspective.

OVERVIEW OF FINANCIAL PERFORMANCE

FINANCIAL RESULTS

The Financial performance of the Company during the financial year ended 31st March 2025
as compared to the previous financial year is summarized in the following table:

OPERATIONAL PERFORMANCE OF THE COMPANY

In the year passed by, your Company continued to make steady growth in the sales numbers.
The company growth for the year was in line to the passenger vehicle segment sales growth
during the year.

Your Company recorded net sales of Rs. 900 mn in FY 2024 25, against Rs. 877 mn in the previous
year, registering a 2.6 per cent year-on-year growth. Sales growth was driven by an uptick in
volumes from our major customers. Profit before depreciation, finance cost and tax expenses
(EBITDA) grew to Rs. 148 mn from Rs. 146 mn, representing an EBITDA margin of 16.4 per cent in
FY 2024-25. The profit before tax for the year was Rs. 15 mn compared with Rs. 18 mn in the
previous year.

Your Company continues to maintain a robust partnership with all it's customer OEMs by
consistently delivering high-quality innovative products. Our goal for the OEM accounts is to
maintain our strong position, offer innovative products and solutions and to maintain the
technological competitive advantage.

INDUSTRY UPDATE & OUTLOOK

As one of India's most strategically important industries, the automobile sector plays a central
role in driving innovation, infrastructure development, and export competitiveness. Its
evolution reflects not only market dynamics but also the country's industrial ambitions. The
Indian automobile industry stands at a pivotal moment of transformation and opportunity.
With strong growth projections, evolving consumer preferences, and a surge in electric
mobility, the sector is poised to redefine its role in the global automotive landscape..

The Indian automobile industry continues to demonstrate strong growth momentum, with
projections indicating a market size of approximately USD 300 billion by 2026. This expansion
is driven by rising disposable incomes, urbanization, and a growing middle-class consumer
base. In FY2025, total vehicle production reached 310 million units, led by two-wheelers (196
million units), followed by passenger and commercial vehicles. India retains its global
leadership as the largest manufacturer of two-wheelers and tractors, and ranks third in heavy
truck production.

A significant structural shift is underway with the rapid adoption of electric vehicles (EVs).
India is expected to become the third-largest EV market globally by 2030, with over 2.5 million
EVs anticipated on the roads. The EV segment is projected to grow at a CAGR of 22% through
2030, supported by favorable government policies such as PM E-DRIVE and the Vehicle
Scrappage Policy. These initiatives are accelerating the transition toward sustainable and
clean mobility solutions with targets to achieve 30% EV penetration by 2030..

Export performance remains robust, with a 19% year-on-year increase in FY2025, totaling 5.3
million units. Foreign Direct Investment in the sector has exceeded USD 35 billion, reflecting
sustained investor confidence and reinforcing India's position as a strategic manufacturing
base.

Looking ahead to FY2026, the industry is expected to witness continued growth in utility
vehicles (UVs) and medium & heavy commercial vehicles (M&HCVs), driven by evolving
consumer preferences, infrastructure development, and increased localization of advanced
components. With strong policy support, innovation in mobility technologies, and expanding
global reach, India is well-positioned to emerge as a key automotive hub in the global value
chain.

Given the favorable industry outlook, our company is well-positioned to capitalize on
emerging opportunities across multiple segments. The rise of electric mobility, increased
export potential, and policy-driven incentives present a compelling case for strategic
expansion and innovation.

Indian Automotive Components Sector Overview:

The Indian automotive components sector continues to demonstrate robust performance and
strategic relevance within the broader mobility ecosystem. As a critical enabler of vehicle
manufacturing, exports, and technological innovation, the industry has emerged as a resilient
pillar of India's industrial growth. FY2025 marked another year of strong expansion, driven by
sustained demand from OEMs, a thriving aftermarket, and rising global competitiveness. With
increasing investments in electric mobility and advanced manufacturing, the sector is not only
supporting domestic vehicle production but also positioning India as a preferred sourcing
destination for global automakers.

The Indian automotive components industry recorded a turnover of Rs. 6.73 lakh crore (USD
80.2 billion) in FY2025, registering a 9.6% year-on-year growth, according to the Automotive
Component Manufacturers Association of India (ACMA). This growth was driven by strong
domestic demand, rising exports, and increased value addition across segments.

Exports rose by 8% to USD 22.9 billion, while imports increased by 7.3% to USD 22.4 billion,
resulting in a trade surplus of USD 453 million, a significant improvement from USD 300 million
in FY2024. North America remained the largest export destination (32%), followed by Europe
(29.5%) and Asia (26%). Key export categories included drive transmission & steering systems,
engine components, suspension, braking, and body/chassis parts.

Supplies to OEMs in the domestic market grew by 10% to Rs. 5.70 lakh crore, supported by an 8%
increase in vehicle production and a shift toward higher-value components. The aftermarket
segment expanded by 6% to Rs. 99,948 crore (USD 11.8 billion), fueled by a growing used vehicle
base, rural demand, and formalization of the repair ecosystem.

The sector continues to contribute 2.3% to India's GDP and provides direct employment to 1.5
million people. It remains a cornerstone of India's manufacturing strength, with a compound
annual growth rate (CAGR) of 14% from FY2020 to FY2025, nearly doubling in size over five
years.

Investments in FY2025 were robust, with an estimated Rs. 20,000-Rs.25,000 crore allocated
toward capacity expansion, technology upgrades, and EV component development. This
momentum is expected to continue, especially as the industry pivots toward electric mobility
and advanced manufacturing.

Despite global headwinds—including tariff hikes and supply chain disruptions—the sector
has shown remarkable resilience. The limited availability of rare-earth magnets and rising
freight costs remain challenges, underscoring the need for a national strategy.

In light of the sector's continued growth and evolving dynamics, your Company is well-

positioned to capitalize on emerging opportunities across OEM supply, aftermarket
expansion, and EV component development. The industry's shift toward higher-value
technologies, increased localization, and global sourcing aligns closely with our strategic
focus on innovation, operational excellence, and sustainable growth. As we deepen our
capabilities and partnerships within this ecosystem, we remain committed to driving value
creation and reinforcing our role as a trusted contributor to India's automotive transformation.

QUALITY AND INFORMATION SECURITY

The Company's focus on quality, productivity and innovations has helped us deliver increased
value to our customers. The Company is certified for IATF 16949: 2016 & ISO 14001: 2015 & ISO
45001: 2018 (Quality Management Systems).

SHARE CAPITAL

During the year ended 31st March, 2025, there was no change in the issued, subscribed, and
paid-up share capital of your Company. The issued and paid-up capital as on 31st March, 2025
was 2,75,278,220 comprising of 2,75,27,822 equity shares of face value of Rs. 10/- each.

DIVIDEND

The board has decided to retain the profits within the Company for future growth and hence no
dividend is recommended for the year ended 31st March, 2025.

AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES

The Board of Directors does not propose to transfer of any amount to general reserves during
the year under review.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company, during the period under
review.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing
Regulations'), a separate section on Management Discussion and Analysis Report which also
covers the operations reflecting the nature of business, forms an integral part of this Annual
Report.

DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

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

LISTING INFORMATION

The Company is listed on National Stock Exchange of India Limited ("NSE"). The Company has
paid the Annual Listing Fee for the financial year 2025-26. The ISIN No. of the Company for
equity is INE129Z01016.

CAPITAL EXPENDITURE

Capital expenditure incurred during the year ended 31st March, 2025 aggregated to Rs.19.51
mn.

CORPORATE GOVERNANCE AND STATUTORY REPORTS

Transparency is the foundation of our Company's philosophy, and your Company adheres to
all corporate governance requirements in letter and spirit. All the Committees of the Board of
Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of
Directors has taken the necessary steps to ensure compliance with statutory requirements.
The Company's Directors, Key Management Personnel, and Senior Management Personnel
have complied with the approved 'Code of Conduct for Board of Directors and Senior
Management Personnel'. According to Schedule V of the SEBI Listing Regulations, a
declaration to this effect, signed by the Managing Director and CEO of the Company, forms
part of the Annual Report. The Report on Corporate Governance, as required under Regulation
34, read along with Schedule V of the SEBI Listing Regulations, is given in Annexure-II.
A certificate from Practicing Company Secretary confirming compliance with corporate
governance norms is annexed to the Corporate Governance Report.

REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT

There has been no revision in the financial statements or the report of the Board of your
Company during the financial year 2025.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

• Mr. Satish Barve (DIN: 03575465) resigned from the position of Non-Executive Non¬
Independent Director of the Company and from all the Committees in which he was the
Member with effect from 03 rd April, 2024 due to his personal reason and there are no other
material reasons for his resignation.

• Mr. Michael Hummelbrunner (DIN: 10483465) was appointed as Additional Non-Executive
and Non-Independent Director of the Company w.e.f. 14th May, 2024 pursuant to a
nomination letter dated 20th March, 2024 received from Miba Sinter Holding GmbH & Co
KG. In accordance with regulation 17 (1C) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") appointment of Mr.
Michael Hummelbrunner was regularized by resolution passed by the shareholders in the
17th AGM of the Company held on 12th August, 2024 and the results of the same were
declared on 13th August, 2024.

• Ms. Aakanksha Kelkar, resigned from the position of Company Secretary and Compliance
officer (Key Managerial Personnel) and internal auditor of the Company w.e.f. 12th June,
2024.

• Ms. Prathama Gugale has been appointed as Company Secretary & Compliance officer of
the company w.e.f. 07th September, 2024.

• Mr. Madan Godse (DIN: 06987767) resigned from the position of Non-Executive
Independent Director of the Company and from all the Committees in which he was the
Member with effect from 13th November, 2024 due to his personal reason and there are no
other material reasons for his resignation.

• Mr. Partha Pati (DIN:10936689) was appointed as Additional Director Non-Executive
Independent Director on 04th February, 2025. As per regulation 17 (1C) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("LODR") appointment of Mr. Partha Pati was regularized by resolution passed by the
shareholders via postal ballot. The Postal Ballot was held from 20th February, 2025 to 21st
March, 2025 and the results of the same were declared on 24th March, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimum combination of Executive and Non¬
Executive and Independent Directors.

The Board has identified core skills, expertise, and competencies of the Directors in the context
of the Company's business for effective functioning and how the current Board of Directors are
fulfilling the required skills and competencies. This is detailed at length in the Corporate
Governance Report.

Pursuant to Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to
Directors key managerial personnel who were appointed / re-appointed or resigned / retired
are reported as under:

• Resignation of Mr. Satish Barve, Non- Executive Non-Independent Director

During the year under review, Mr. Satish Barve (DIN: 03575465) resigned from the position
of Non-Executive Non- Independent Director of the Company w.e.f. 03rd April, 2024 due to
personal reasons and there are no other material reasons for his resignation. Accordingly,
he ceased to be a Chairperson/member of various Board Committee(s). The Board places
on record its appreciation for the contribution and guidance provided by Mr. Satish Barve
during his tenure as Director of your Company.

• Appointment of Mr. Michael Hummelbrunner, Non- Executive Non-Independent Director

Considering the letter of nomination dated 20th March, 2024 received from Miba Sinter
Holding GmbH & Co KG to appoint Mr. Michael Hummelbrunner (DIN: 10483465) on the
Board of Sintercom in place of Mr. Satish Barve and in order to enable the Company to
comply with the provisions of Regulation 17 (1) (b) of SEBI Listing Regulations relating to
Board composition the board at its meeting held on 14th May, 2024 based on the
recommendation of the Nomination and Remuneration Committee approved the
appointment of Mr. Michael Hummelbrunner as a Non- Executive Non-Independent
Director of the company, liable to be retire by rotation. Approval of the members of the
Company for appointment of Mr. Michael Hummelbrunner was sought at the 17th Annual
General Meeting held on 12th August, 2024 and the results of the same were declared on
13th August, 2024 confirming his appointment by members.

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

Ms. Aakanksha Kelkar, resigned from the position of Company Secretary and Compliance
officer (Key Managerial Personnel) and internal auditor of the Company w.e.f. 12th June,
2024. The Board places on record its appreciation for the assistance provided by Ms.
Aakanksha Kelkar during her tenure as Company secretary of the Company.

• Director(s) retired by rotation and re-appointment

During the financial year 2025, at the Seventeenth (17th) Annual General Meeting held on
12th August, 2024 Mr. Hari Nair (DIN: 00471889), was re-appointed as Non-Executive & Non¬
Independent Director liable to retire by rotation.

• Appointment of Ms. Prathama Gugale, Company Secretary & Compliance officer of the
company

Ms. Prathama Gugale was appointed as the Company Secretary and Compliance Officer
of your company w.e.f 07th September, 2024. in accordance with the provisions of Section
203 of the Companies Act, 2013 (“the Act") read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. As per regulation 6 (1A) of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("LODR") vacancy in the office of the Compliance Officer is filled by your
company within the stipulated time limit of not later than three months from the date of
vacancy.

• Resignation of Mr. Madan Godse, Non- Executive Independent Director

During the year under review Mr. Madan Godse (DIN: 06987767) from the position of Non¬
Executive Independent Director of your Company w.e.f. 13th November, 2024 due to
personal reasons and there are no other material reasons for his resignation. Accordingly,
he ceased to be a Chairperson/member of various Board Committee(s). The Board places
on record its appreciation for the contribution and guidance provided by Mr. Madan Godse
during his tenure as Director of your Company.

• Appointment of Mr. Partha Pati, Non- Executive Independent Director

In order to enable the Company to comply with the provisions of Regulation 17 (1) (b) of SEBI
Listing Regulations relating to Board composition and strengthen the Board's
performance and effectiveness by inclusion of Board members having diverse range of
skills and expertise, the Board at its meeting held on 04th February, 2025 based on the
recommendation of the Nomination and Remuneration Committee, approved the
appointment of Mr. Partha Pati (DIN: 10936689) as a Non-Executive Independent Director
of the Company , not liable to retire by rotation, for a term of 5 (five) consecutive years.
Appointment of Mr. Partha Pati was regularized by resolution passed by the shareholders
via postal ballot. The Postal Ballot was held from 20th February, 2025 to 21st March, 2025
and the results of the same were declared on 24th March, 2025 confirming his appointment

by the members.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013
1/3rd of the Directors are liable to retire by rotation and if eligible, offer themselves for
reappointment. In the ensuing Annual General Meeting Mr. Michael Hummelbrunner (DIN:
10483465), Director of the Company is liable to retire by rotation and being eligible offers
himself for re-appointment.

The approval of the Members for the re-appointment of Mr. Michael Hummelbrunner has
been sought in the Notice convening the 18th (Eighteenth) Annual General Meeting of your
Company scheduled to be held on 24th September 2025.

Particulars in pursuance of Regulation 36 of Listing Regulations read with Secretarial
Standard-2 on General Meetings relating to Mr. Michael Hummelbrunner are given in the
Notice convening the AGM.

None of the Directors is disqualified from being appointed as or for holding office as
Director, as stipulated under Section 164 of the Act.

INDEPENDENT DIRECTORS

Mr. Dara Kalyaniwala (03311200), Mr. Partha Pati (DIN: 10936689) and Ms. Revati Purohit
(08765890) are Non- Executive Independent Directors of your company.

Ms. Madan Godse (06987767) resigned from the position of Non-Executive Independent
Director on 13th November, 2025 due to personal reasons and there are no other material
reasons for his resignation.

All Independent Directors have given declaration that:

a) They meet the criteria for independence as laid down under Section 149 (6) of the Act
read with 16(1)(b) of the Listing Regulations.

b) In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence.

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

d) They have complied with the requirement of inclusion of their name in the data bank
maintained by Indian Institute of Corporate Affairs as envisaged under Companies
(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, as
applicable and they hold valid registration certificate with Data Bank of Independent
Directors.

None of the Independent Directors serve as an Independent Director in more than the
maximum permissible number of directorships and have not crossed the maximum tenure of

Independent Director. The Board confirms that all the independent directors are proficient and
performing their duties with integrity.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the
Listing Regulations and are Independent of the Management, and possess requisite
qualifications, experience, proficiency, expertise, and they hold highest standards of integrity.

Further there has been no change in the circumstances affecting their status as Independent
Directors of your Company.

The terms and conditions of appointment of the Independent Directors are posted on
Company's website at https://sintercom.co.in/wp-content/uploads/2022/02/Terms-and
conditions-for-appointment-as-an Independent-Director-of-Sintercom-IndiaLimited.pdf .

KEY MANAGERIAL PERSONNEL (KMPS)

Pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules
and other applicable provisions of the Companies Act, 2013, the designated Key Managerial
Personnel (KMP) of your Company as on 31st March, 2025 and as on date of this Report are as
follows:

During the year under review Ms. Aakanksha Kelkar Company Secretary & Compliance Officer
of your company resigned from the position of Company Secretary and Compliance officer
due to personal reason w.e.f. 12th June, 2024.

*During the year under review, Mr. Pankaj Bhatawadekar, the Chief Financial Officer of the
Company, was entrusted with the additional responsibility of Chief Operating Officer, effective
from 14th May 2025.

**Due to vacancy in the office of Compliance Officer Board of Director of your company on the
recommendation of Nomination and Remuneration Committee appointed Ms. Prathama
Gugale, as the Company Secretary and Compliance Officer of your company w.e.f 07th
September, 2024. As per regulation 6 (1A) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") vacancy in the office of
the Compliance Officer is filled by your company within the stipulated time limit of not later
than three months from the date of vacancy.

STATEMENT ON COMPLIANCE WITH CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

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

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and
strategy apart from other items of business. The Board exhibits strong operational oversight
with regular presentations by business heads to the Board. The Board and committee
meetings are prescheduled, and a tentative annual calendar of Board and committee
meetings is circulated to the directors well in advance to help them plan their schedule and to
ensure meaningful participation at the meetings.

Total 7 (Seven) Board Meetings were held during the financial year 2024-25. The intervening
gap between the two Board meetings was within the period prescribed under the Companies
Act, 2013, the SEBI Listing Regulation, Secretarial Standard-1 and as per the Circulars issued by
the Ministry of Corporate Affairs and SEBI.

During the year under review, the Board has accepted the recommendations of the Audit
Committee. The details of meetings of the Board of Directors are provided in the Report on
Corporate Governance that forms integral part of this Annual Report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in
line with the delegated authority.

As required under the Act and the Listing Regulations, the Company has constituted the
following statutory committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility 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 Report. Further, during the year under review, all recommendations
made by the various committees have been considered and accepted by the Board.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors are kept informed of your Company's business activities in all
areas. During the financial year ended 31st March, 2025 the Independent Directors held a
separate meeting on 10th February, 2025 in Compliance with the requirement of Schedule IV of
the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure
Requirements). The said meeting was attended by all the Independent Directors in which the
Independent Directors reviewed the performance of (i) non- Independent Directors, (ii) the
Board as a whole and (iii) Chairperson of your Company for the year under review.

They also assessed the quality, quantity and timeliness of flow of information between your
Company's Management and the Board that are necessary for the Directors to effectively and
reasonably perform their duties. Independent Directors expressed their satisfaction on the
working of your Company, Board deliberation and contribution of the Chairperson and other

Directors in the growth of your Company. All the Independent Director were present at the
Meeting.

EVALUATION OF BOARD OF DIRECTORS, COMMITTEES, AND INDIVIDUAL DIRECTOR

Pursuant to the provisions of the Act and Listing Regulations, the Nomination & Remuneration
Committee has set up a formal mechanism to evaluate the performance of the Board of
Directors as well as that of the Committee's and individual Directors, including Chairperson of
the Board, Key Managerial Personnel/ Senior Management, etc.

The Board has carried out an annual performance evaluation of its own performance, the
performance of Independent Directors and other Directors individually, as well as the
evaluation of the working of its Committees for the Financial Year 2024-25. The exercise was
carried out through an evaluation process covering aspects such as the composition of the
Board, experience competencies, government issues, attendances, specific duties, etc.

The performance of each of the non-independent directors (including the chairperson) was
also evaluated by the independent directors at the separate meeting held by the Independent
Directors of the Company.

FAMILIARIZATION PROGRAMME

Your Company has adopted the familiarization program for independent Directors in
compliance of the Regulation 25(7) of the Listing Regulations, The Company regularly provides
orientation and business overview to its directors by way of detailed presentations by the
various business and functional heads at Board meetings and through other interactive
programs. Such meetings/programs include briefings on the domestic and global business of
the Company. Besides this, the Directors are regularly updated about Company's new
projects, R&D initiatives, changes in the regulatory environment and strategic direction.

Periodic presentations were made at the Board and its Committee Meetings, on business and
performance updates of your Company, the global business environment, business strategy
and various risks involved.

The Board members are also provided relevant documents, reports and internal policies to
facilitate familiarization with the Company's procedures and practices, from time to time.

The details of programmes for familiarization for Independent Directors are posted on the
website of the Company and can be accessed at https://sintercom.co.in/wp-content/
uploads/2022/06/Details-of-Familiasation-program.pdf .

DISCLOSURE BY DIRECTORS

The Board of Directors have submitted a notice of interest in Form MBP 1 under Section 184(1) as
well as intimation by directors in Form DIR 8 under Section 164(2) and declaration as to the
compliance with the Code of Conduct of the Company.

VIGIL MECHANISM / WHISTLE BLOWER

Your Company has established a vigil mechanism through a 'Whistle Blower Policy' within your

Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of
the SEBI Listing Regulations to provide a formal mechanism to the Directors and employees to
report their concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy.

The policy of such mechanism which has been circulated to all employees within your
Company, provides a framework to the employees for guided & proper utilization of the
mechanism. Under the said Policy, provisions have been made to safeguard persons who use
this mechanism from victimization. The Policy also provides access to the Chairman of the
Audit Committee by any person under certain circumstances. The Whistle Blower Policy is
available on your Company's website.

It is affirmed that no personnel of the Company have been denied access to the Audit
Committee.

The Whistle Blower Policy is disclosed on website of your Company and can be accessed
through https://sintercom.co.in/wp-content/uploads/2022/02/Whistleblower-Policy.pdf.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Policy on directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and
in the Report on Corporate Governance, which is a integral part of this Report.

The objectives and key features of this Policy are:

(a) Formulation of the criteria for determining qualifications, positive attributes of
directors, Key Managerial Personnel (KMP) and also independence of independent
directors

(b) Aligning the remuneration of directors and KMPs with the Company's financial
position, remuneration paid by its industry peers, etc.

(c) Performance evaluation of the board, its committees and directors including
independent directors

(d) Ensuring board diversity

(e) Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down

(f) Directors' induction and continued training.

The Nomination & Remuneration Policy is available website of your Company and can be
accessed through https://sintercom.co.in/wp-content/uploads/2022/02/REMUNERATION-
POLICY.pdf.

During the year under review, there has been no change to the remuneration policy.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT
Regulations"), as amended from time to time, the code of conduct for prevention of insider
trading and the code for corporate disclosures (“Code"), as approved by the Board from time to

time, are in force at the Company. The objective of this Code is to protect the interest of
shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any
insider trading activity by dealing in shares of the Company by its Directors, designated
employees, connected persons, and other employees. The Company also adopts the concept
of Trading Window Closure, to prevent its Directors, Officers, designated employees,
connected persons and other employees from trading in the shares of the company at the time
when unpublished price sensitive information is available.

In compliance with regulation 3(5) and 3(6) of the PIT Regulations, the Company has
implemented software for tracking the sharing of Unpublished Price Sensitive Information
("UPSI") among the designated persons and insiders of the Company.

The Policy is available on the website of the Company https://sintercom.co.in/
corporatepolicies/

CODEOFCONDUCT

The Board has also laid down a Code of Conduct for Independent Directors pursuant to
Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for
appointment of Independent Directors, which is a guide to professional conduct for
Independent Directors and has been uploaded on the website of the Company at following web
link:

https://sintercom.co.in/wp-content/uploads/2ssss022/02/Code-of-conduct-for-board-

members-and-senior-management-personnel.pdf

PARTICULARS OF EMPLOYEE AND REMUNERATION

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 as amended from time to time, is annexed to the Report as "Annexure V".

A 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 Statement is also open for inspection. Any member interested in obtaining
a copy of the same may write to the Company Secretary at investor@sintercom.co.in. None of
the employees listed in the said Annexure are related to any Director of the Company. It shall
also be kept open for inspection by any member at the registered office of the Company during
business hours.

During the financial year 2024-2025, no employee, whether employed for whole or part of the
year, was drawing remuneration in excess of the limits mentioned under Section 197(12) of the
Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

RISK MANAGEMENT:

Our Risk Management Framework, refined over the years, provides a structured approach to
identifying, assessing, and mitigating risks. It integrates both bottom-up and top down
perspectives for a balanced evaluation.

Sintercom recognizes navigating emerging technologies and an evolving business landscape
involves inherent risks. By emphasizing robust risk management, we establish strong internal
processes to address unforeseen challenges systematically. This proactive approach
enhances performance and operational efficiency and reinforces our resilience, instilling
confidence amongst customers and shareholders.

The risk management framework prioritises proactively assessing risks and opportunities,
enabling informed decision-making and fostering sustainable growth

The oversight of risk management is conducted through a multi-level governance structure
comprising:

• The Board of Directors,

• Heads of functions and

• The process owners

During the regular management meetings at all management levels, opportunities, risks and
optimization measures are reviewed in detail. Any exceptional situations having potential risks
are identified and treated at the early stage to minimize their impact on financial and income
positions.

DEPOSITS

The Company has not accepted any deposits under the provisions of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended
from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v)
& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the
Act is not required to be given.

As on 31st March, 2025 the Company has an outstanding unsecured loan including interest
thereon of Rs. 71.94 mn from Mr. Jignesh Raval, Managing Director and he has given declaration
that the amount is not being given out of funds acquired by him by borrowing or accepting
loans or deposits from others. This borrowing is exempted deposit as per Rule 2 (c) (viii)
Companies (Acceptance of Deposits) Rules, 2014.

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

A. Conservation of Energy

There is constant focus at all level in the organization to conserve energy and use it
efficiently. This is also key to financial success, as energy is one of the important cost
elements of conversion cost. Your Company has been implementing short- and long¬
term actions to improve the energy efficiency as its commitment towards minimizing
the effects of factors of climate change. It has grounded mechanism to excel in this
area. Regular review is conducted for evaluating the progress and effectiveness of

various ongoing initiatives to reduce the energy consumption.

Energizing Low Carbon, Sustainable Operations

• The Company has tied up with M/s RMK Infrastructure, Pune, Maharashtra and has
successfully commissioned captive solar power projects in Village Mangrul, Tal
Maval, Pune with plant capacity of 1 MW power generation. This project is
generating around 2 million kWh of electricity per year helping to reduce
Sintercom's carbon footprint by approx. 1900 tonnes of CO2 emission per year.

• Your Company has started converting one time used carton boxes into returnable
boxes. This will help reduction of carton box and returnable PP boxes can be used
for multiple time.

• Your Company has made rainwater storage pond, to hold water upto Rs. 1.80 lacs
litre.

B. Technology Absorption

The Company has existing Joint Venture agreement with M/s MIBA Sinter Holding
Gmbh & Co KG, Austria. The Company has also entered into technology transfer
agreements with MIBA Austria. Under these agreements, MIBA has transferred
technology for development of high strength sinter hardened Synchro hub, Cam to
Cam gears and Cam to Cam Backlash Gears. The plant has been designed to suit the
said technology. The products produced by using these technologies have demand in
the Indian market. The Company frequently runs inhouse training programs for
product improvement, cost reduction, product development or import substitutions.
The Company also takes help of external consultants whenever required on these
aspects. During the year under review, the Company incurred an amount of around Rs.
40 mn on research and development on new technologies for a sustainable future.

C. Foreign Exchange Earnings & Outgo:

Foreign exchange earned in terms of actual inflows during the year and the foreign
exchange outgo during the year in terms of actual outflows.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report as per Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 is attached as Annexure VI.

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

AUDITORS

STATUTORY AUDITOR

The Members of the Company have approved the appointment of Patki & Soman, Chartered
Accountants [ICAI Firm Registration Number: 107830W], as the Statutory Auditors of the
Company to hold office for a period of five years i.e., from the conclusion of the 15th AGM held on
23 rd September, 2022 until the conclusion of the 20th Annual General Meeting of the Company.

Your Company's Audited Financial Statements have been prepared in accordance with Ind AS
notified under Section 133 of the Act.

The report of the Statutory Auditors on the Audited Financial Statements for the financial year
ended 31st March, 2025 is annexed and forms an integral part of this report and does not
contain any qualifications, reservations, adverse remarks, disclaimers requiring any
comments by the Board of Directors.

Statutory Auditors of the Company have not reported any fraud for the year under review.
SECRETARIAL AUDITOR

Pursuant to Section 204 of Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj &
Co, LLP Practicing Company Secretary, Pune to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor for the
financial year ended on 31st March 2025 is annexed as Annexure - III and forms integral part of
this Report.

The Secretarial Auditor's Report do not contain any qualifications, reservations, or adverse
remarks or disclaimer.

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

INTERNAL AUDITOR

In accordance with the provision of Section 138 of the Companies Act, 2013 and Rules made
thereunder, your Company had appointed Ms. Aakanksha Kelkar* as the Internal Auditor of the
Company for Financial Year 2024-25 and takes her suggestions and recommendation to
improve and strengthen the internal control system.

*Ms. Aakanksha Kelkar had resigned from the position of Internal Auditor w.e.f 12th June, 2024

Due to vacancy in the office of Compliance Officer & Internal Auditor, the Board of Director of
your company on the recommendation of Nomination and Remuneration Committee
appointed Ms. Prathama Gugale, as the Company Secretary and Compliance Officer and
Internal Auditor of your company w.e.f 07th September 2024.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS

During the year under review, the statutory auditors or the secretarial auditors have not
reported any instances of fraud committed against your Company by its officers or employees

to the audit committee/ Board and/or Central Government, under Section 143 (12) of the Act,
and Rules framed thereunder, the details of which would need to be mentioned in the Board's
report

COMPLIANCE WITH SECRETARIAL STANDARD

During the financial year, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134(3) (c) of the Companies Act, 2013, the Directors
hereby state that:

a) in the preparation of the Annual Accounts for the year ending 31st March 2025, the
applicable Accounting Standards read with requirements set out under Schedule III to
the Act have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively and

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

FINANCE AND ACCOUNTS

Financial Statement has been prepared in accordance with accounting standards as issued
by the Institute of Chartered Accountants of India and as specified in Section 133 of the
Companies act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. IND AS is applicable
to the Company. The estimates and judgments relating to the Financial Statements are made
on a prudent basis, so as to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's financial position.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Act and the Rules made thereunder and amended from
time to Time, the Annual Return of your Company in prescribed Form MGT-7 is available on the
website of your Company at and can be accessed through https://sintercom.co.in/other-
compliances/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has not entered into any transaction pertaining
to loans, guarantee or investment as per Section 186 of the Companies Act, 2013.

PARTICULARS OF RELATED PARTY TRANSACTIONS

The Company has a robust process for approval of Related Party Transactions (RPT) and
dealing with the Related Parties. In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction
& Dealing with Related Party Transactions (RPT Policy) which is also available on the
Company's website at https://sintercom.co.in/wp-content/uploads/2025/06/RPT-Policy.pdf.
The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are
in place for all transactions between the Company and its related parties. The Board approved
amendment to the RPT Policy at its meeting on 12th May, 2025, based on the Audit Committee's
recommendation. These changes were made to incorporate the amendments to the Listing
Regulations.

During the year under review, contract or arrangements entered into with related party as
defined under Section 2(76) of the Companies Act, 2013 by your Company were at arms' length
basis and in the ordinary course of business. All Related Party Transaction and subsequent
material modifications are placed before the Audit Committee for its review and approval.

All RPT entered during the year were in ordinary course of the business and at arm's length
basis. At the 17th Annual General Meeting, the Shareholders had approved entering into and/or
continuing with Material Related Party Transactions/ contracts/arrangements/ agreements
with MIBA SINTER AUSTRIA GmbH, a Related Party within the meaning of Section 2(76) of the
Act, and Regulation 2(1)(zb) of the Listing Regulations for purchase of Purchase of Hybrid
Damped Gear and Camshaft Gear, for a financial year 2024-25, individually and/ or in the
aggregate up to an amount not exceeding Rs. 220.50 mn in a financial year. For details of such
transactions entered into with MIBA SINTER AUSTRIA GmbH, in prescribed Form AOC-2, please
refer Annexure IV.

As per the SEBI Listing Regulations, if any Related Party Transactions ('RPTs') exceeds Rs. 1,000
crore or 10% of the annual consolidated turnover as per the last audited financial statement
whichever is lower, would be considered as material and would require Members' approval. In
this regard, during the year under review, the Company has taken necessary Members
approval. However, there were no material transactions of the Company with any of its related
parties.

Pursuant to the provisions of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, particulars of the contracts or arrangements with related parties referred to in
section 188(1) in Form AOC-2 is annexed as 'Annexure IV

During Financial Year 2024-25, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company other than sitting fees, commission and
reimbursement of expenses, as applicable..

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews

this policy periodically and also reviews and approves all related party transactions, to ensure
that the same are in line with the provisions of applicable law and the Related Party
Transactions Policy. The Policy as approved by the Board is uploaded on your Company
website and can be accessed through https://sintercom.co.in/wp-content/uploads
/2025/06/RPT-Policy.pdf

INTERNAL FINANCIAL CONTROL SYSTEM AND ADEQUACY

The Company has a proper and adequate system of internal controls. This ensures that all
transactions are authorized, recorded and reported correctly, and assets are safeguarded
and protected against loss from unauthorized use or disposition. In addition, there are
operational controls and fraud risk controls, covering the entire spectrum of internal financial
controls. An extensive program of internal audits and management reviews supplements the
process of internal financial control framework. Properly documented policies, guidelines and
procedures are laid down for this purpose. The internal financial control framework has been
designed to ensure that the financial and other records are reliable for preparing financial and
other statements and for maintaining accountability of assets. In addition, the Company has
identified and documented the risks and controls for each process that has a relationship to
the financial operations and reporting.

The Audit Committee assists the Board in discharging of its responsibility to oversee the
quality and integrity of the accounting, auditing and reporting practices of the Company and
its compliance with the legal and regulatory requirements. The Committee's purpose is to
oversee the accounting and financial reporting statements, the appointment, independence,
performance and remuneration of the Statutory Auditors, the performance of Internal
Auditors of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL), ACT 2013

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 a committee called the Internal Complaints Committee
has been established to provide a mechanism to redress grievances pertaining to sexual
harassment at workplace and Gender Equality of working women.

During the year the Internal Complaints Committee of the company has not received any
complaint in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

The following is the summary of sexual harassment complaints received and disposed-off
during the Financial Year ended March 31, 2025.

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In accordance with the requirements under the Companies (Accounts) Rules and other
applicable provisions, the Company affirms its full compliance with the provisions of the
Maternity Benefit Act, 1961 and its subsequent amendments.

The Company is committed to fostering a supportive and inclusive work environment and
ensures that all eligible women employees are granted maternity benefits as per the Act. This
includes paid maternity leave, nursing breaks, and protection from dismissal during maternity
leave.

Further, the Company has taken adequate steps to create awareness among women
employees regarding their rights under the Act and has put in place internal mechanisms to
monitor and ensure continued compliance.

NON-DISQUALIFICATION OF DIRECTORS

None of the directors of the Company are disqualified from being appointed as a Director and
the relevant certificate for the same from the Practicing Company Secretary in annexed as
Annexure VII.

POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of SEBI (LODR), Regulations, 2015 the Company has maintained the
policy of preservation of documents as per Regulation 9 (a) & 9 (b) of SEBI (LODR), Regulations,
2015 and the same has been uploaded on the website of the Company on https:/
/sintercom.co.in/wp-content/uploads/2022/06/Preservation-And-ArchivalPolicy.pdf

ORDER OF SEBI & NSE

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

COST RECORDS

The provisions of section 148(1) of the Companies Act, 2013 and other applicable rules and
provisions do not apply to the company. Therefore, no cost record has been maintained by the
Company.

CREDIT RATING

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of Section 125(2) of Companies Act, 2013 does not
apply as the company was not required to transfer any amount to the Investor Education
Protection Fund (IEPF) established by Central Government of India.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

There is no unpaid Dividend or Share Application Money pending to be refunded to the
investors and shareholders till 31st March 2025.

INSURANCE

Your Company generally maintains insurance covering our inventories/ stock at such levels
that we believe to be appropriate. The insurance policy covers stock lying in the premises,
stock in transit and the stock which is in our custody and specified location/ person like
warehouse or vendors locations.

As per Regulation 25(10) of SEBI (LODR) Regulation, 2015 the company has Directors & officers'
insurance in place.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Your Company does not fall under top 1000 listed entities as per Market Capitalization. Hence,
the Business Responsibility & Sustainability Report for the financial year, as stipulated under
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is not enclosed to this Annual Report.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

MUFG Intime India Private Limited
(Formerly known as Link intime India Pvt. Ltd.)

Block No. 202, 2nd Floor, Akshay Complex,

Near Ganesh Temple, Off Dhole Patil Road, Pune - 411001

Tel: 020 - 2616 1629 / 2616 0084 | Fax: 020 - 2616 3503

Email: pune@in.mpms.mufg.com | Website: www.in.mpms.mufg.com

DISCLOSURE

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

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these items, or these items are not applicable to your
Company:

1. No material changes or commitments, affecting the financial position of your
Company occurred between the end the financial year of your Company i.e., 31st
March, 2025 and the date of this Report.

2. No significant and material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
Further no application against your Company has been filed or is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016), nor your Company has done any
one-time settlement with any Bank or Financial institutions.

3. Your Company does not have employee stock option scheme.

4. The Company has neither issued shares with differential voting rights as to dividend or
otherwise nor has granted any stock options or sweat equity to the employee of the
Company. As on 31st March, 2025, none of the Directors of the company hold
instruments convertible into equity shares of the Company.

5. Your Company has not resorted to any buy back of its Equity Shares during the year
under review.

6. The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustee for the benefit of employees.

7. The Company has not accepted any fixed deposits from the public falling under
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
Thus, as on March 31, 2025, there were no deposits which were unpaid or unclaimed and
due for repayment, hence, there has been no default in repayment of deposits or
payment of interest thereon;

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

9. The Company does not engage in commodity hedging activities;
ACKNOWLEDGEMENTS:

Your Directors would like to record their appreciation for the enormous personal efforts and
collective contribution of all employees to the Company's performance. They would also like to
thank the Company's customers, employee unions, shareholders, dealers, suppliers, bankers,
government agencies, and all stakeholders for their cooperation and support, and their
confidence in the management.

FOR AND ON BEHALF OF THE BOARD
For Sintercom India Limited

Hari Nair

Chairperson
DIN: 00471889

Pune, May 12, 2025

Regd. Office: Gat No. 127, At Post Mangrul,

Tal-Maval, Talegaon Dabhade, Pune 410 507