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Sandur Manganese & Iron Ores Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 10390.98 Cr. P/BV 3.98 Book Value (Rs.) 53.75
52 Week High/Low (Rs.) 238/112 FV/ML 10/1 P/E(X) 22.10
Bookclosure 22/09/2025 EPS (Rs.) 9.67 Div Yield (%) 0.58
Year End :2025-03 

The Board of Directors are pleased to present the report of the business and operations of the Company along with
audited financial statements for the financial year ended 31 March 2025 (year under review/FY 2024-25).

FINANCIAL RESULTS

The summary of the standalone and consolidated financial results are as follows:

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from operations

1,93,854

1,25,213

3,13,506

1,25,213

Other income

7,268

8,153

7,712

8,267

Total income

2,01,122

1,33,366

3,21,218

1,33,480

Expenditure

1,28,172

93,168

2,35,032

93,197

Profit before depreciation, finance costs and taxes

72,950

40,198

86,186

40,283

Depreciation and amortization expense

6,010

5,784

12,076

5,784

Finance Cost

7,262

1,997

11,696

1,997

Profit before tax

59,678

32,417

62,414

32,502

Less:

(i) Current tax

14,663

9,096

14,693

9,116

(ii) Deferred tax

563

(480)

260

(478)

Net profit

44,452

23,801

47,461

23,864

Share in profit/(loss) of associate

-

-

(400)

82

Net profit after taxes and share of profit/(loss) of associate

44,452

23,801

47,061

23,946

Add: Balance brought forward from the previous year

1,99,490

1,90,681

1,99,623

1,90,669

Profit before appropriation

2,43,942

2,14,482

2,46,684

2,14,615

Less: Appropriations

(i) Dividend on equity shares

1,620

1,351

1,620

1,351

(ii) Other comprehensive loss

37

138

(46)

138

(iii) Utilized for issuance of bonus shares

-

13,503

-

13,503

Less: Attributable to non-controlling interests

-

-

45

-

Total

1,657

14,992

1,619

14,992

Profit carried to Balance Sheet

2,42,285

1,99,490

2,45,065

1,99,623

PERFORMANCE REVIEW AND STATE OF THE COMPANY’S AFFAIRS

During the year under review, the Company has a turnover amounting to ^1,93,854 lakh and Earnings before
Interest, Tax, Depreciation and Amortisation (EBITDA) of ^72,950 lakh. The manganese ore production has ramped
up significantly in FY25, reaching levels close to the Maximum Permissible Annual Production (MPAP) limits. While
production has increased substantially, the ramp-up in sales is progressing relatively slow. Iron ore production for
FY25 was rapidly ramped-up to the Company's MPAP limits for the year. Additionally, the Company cleared a
portion of the closing stock from previous periods during Q4, resulting in exceptionally high sales volumes for Q4.
Realisations for manganese ore have increased slightly by 3%, while iron ore realisations have decreased by 14%.

Coke volumes remained subdued in FY25. However, the Company has entered into a conversion agreement with
a customer, effective 1 April 2025, securing approximately 46% of its coke production capacity under contract.
This arrangement is expected to support stable production and power generation, while mitigating pricing risk
for the contracted volumes. With renewable energy sources in place, the Company anticipates generating
sufficient power to operate two out of three furnaces in the ferroalloys division in FY26. Additionally, as the coking
coal markets stabilize, the Company plans to ramp up production in this segment. Consequently, an improved
performance is expected in the coke and ferroalloys segment in the coming year.

The ferroalloys segment benefited from improved
realizations in Q4, although volumes remained a
challenge. However, with recent developments
in the coke & energy segment, the Company has
increased ferroalloys production from beginning of
FY26. Operating two furnaces will provide an effective
capacity of ~5,000 tonnes per month resulting in
enhanced production from current levels.

In April 2025, the Company received Consent for
Operation - Expansion (CFO - Expand) for one of its mining
leases, permitting an increase in iron ore production
capacity from 3.81 Million Tonnes Per Annum (MTPA) to
4.36 MTPA. In addition, CFO approval was granted for
another mining lease to handle incidental iron ore up
to 0.327 million tonnes by 31 August 2026. This approval
allows the Company to sell previously excavated ore
in addition to its annual production. With the receipt of
these approvals, all interim mining expansion activities
have been completed. The Company's MPAP limits now
stand at 0.599 MTPA for manganese ore and 4.45 MTPA
for iron ore. These enhancements mark a substantial
scale-up in the Company's mining operations over the
past two years.

The segment wise revenue growth/(decline) against
previous year for mining, ferroalloys and coke & energy
segments were 77%, (31)% and 3% respectively.

The Company recorded profit before tax of ^59,678
lakh after charging ^6,010 lakh towards depreciation
and amortisation expense and ^7,262 lakh towards
finance costs. The profit before tax increased by 84%
compared to the previous year due to increased
volumes from the mining segment. There has been an
improvement in the realisation in ferroalloys segment,
however, there is a loss in this segment due to lower
volumes offered for sale. The decrease in realisation
in coke & energy segment has contributed to the
degrowth of the segment. The segment wise result
growth/(decline) against previous year for mining,
ferroalloys and coke & energy segments were 107%,
20% and (574)% respectively.

After charging income tax of ^14,663 lakh, deferred tax
of ^563 lakh, the Profit After Tax (PAT) for the current year
has been ^44,452 lakh. PAT has increased significantly
by 87% as compared to previous financial year.

The Company has acquired 98.94% of equity shares
of Arjas Steel Private Limited (ASPL) on 11 November
2024. This has resulted in indirect acquisition of Arjas
Modern Steel Private Limited (AMSPL), wholly owned
subsidiary of ASPL, to such an extent. Consequently,
ASPL and AMSPL have become material subsidiaries of
the Company w.e.f. 11 November 2024.

The acquisition is a strategic move that aims to propel
the Company into a leading position in the metals
and mining industry, particularly in specialty steel.
Following the acquisition, financials of ASPL and AMSPL
have been consolidated with the Company. The
consolidated financial statement has total income of
^1,21,852 lakh, EBITDA of ^13,492 lakh and PAT of ^ 4,195
lakh, for the period of 5 months ended 31 March 2025.
ASPL has seen improved profitability in Q4. With the

easing of high-cost inventory pressures and benefits of
cost-control measures taking effect, ASPL delivered an
improved EBITDA per tonne in Q4, despite a generally
subdued market environment. As the industry operating
environment improves further, ASPL is well-positioned
to benefit from recent strategic initiatives and reflect
the strengths of its business model. This also reaffirms
the Company's conviction in the market positioning of
ASPL.

PROJECTS

Existing Projects:

Downhill Conveyor System

The Company's proposal for setting up a 300 tonne
per hour Downhill Conveyor System (DCS) from the
Company's Kammathuru iron ore mine to PMBR railway
siding is completed. The DCS passes through a small
stretch of 2.4314 hectares of forest land in Deogiri
Swamimalai Forest Block, Sandur, Ballari District. The
Government of Karnataka, vide its letter dated 27
March 2025, has recommended the proposal to Ministry
of Environment, Forest and Climate Change (MoEFCC),
Government of India, for grant of Stage-II Forest
Clearance under Section 2 of the Forest (Conservation)
Act, 1980. The Company has remitted the requisite
charges to Karnataka Compensatory Afforestation
Fund Management and Planning Authority. Required
clarifications on Expert/Detailed Scrutiny (EDS) raised
by MoEFCC and the State Nodal Officer have been
submitted through forest authorities, and the final reply
has been forwarded to the Additional Chief Secretary
(Forests) for onward submission to MoEFCC. Department
of Mines and Geology is in process of undertaking
integration of Integrated Logistics Management System
(ILMS) into the DCS. Upon receipt of Stage-II clearance,
the Company will obtain Consent for Operation from
the Karnataka State Pollution Control Board (KSPCB)
and the DCS would be set into operation.

Successful implementation of DCS will lead to seamless
movement of product and higher realizations as
product will be delivered directly at railway sliding.

Power Purchase

The Company had entered into a Share Subscription
and Shareholders' Agreement (SSSHA) with ReNew
Green Energy Solutions Private Limited and ReNew
Sandur Green Energy Private Limited (RSGEPL) and
Power Purchase Agreement with RSGEPL for the
purpose of captive consumption of renewable power
at the Company's metal and ferroalloys plant. Pursuant
to SSSHA, the Company has invested an amount of
^3,864 lakh towards subscription of 3,51,30,000 equity
shares of ^10 each at a premium of ^1 each as at
31 March 2025.

33 MW solar power plant and 9.9 MW wind turbine
generators with associated electrical equipments
interconnecting the power with Karnataka Power
Transmission Corporation Limited (KPTCL) grid has been
successfully commissioned during the month of June
2024 at Kudligi Taluk, Vijayanagara District, Karnataka
State. With successful commissioning, the project has
been operating smoothly, supplying green energy to
the plant.

Future Projects:

The Company is exploring different strategic possibilities
and evaluating the opportunities from different
parameters in order to sustain growth, achieve
substantial market share and meet its future needs.
Future market for the envisaged products, availability
of infrastructure facilities and utilities are some of the
critical aspects that the Company is considering as
part of next phase of expansion into beneficiation of
ores and setting up an integrated steel manufacturing
facility. Appropriate decisions in this regard will be
taken by the Company based on the expert opinion,
analysis and evaluation.

APPROVALS

The following approvals have been received by the
Company during the year under review and as on the
date of this Report:

Grant of Environmental Clearance

MoEFCC, Government of India, after examining
the Company's application submitted to State
Environment Impact Assessment Authority (SEIAA)
under EIA Notification, 2006 and its further amendments
thereto, has granted Environmental Clearance (EC)
for the Company's Ramghad manganese & iron ore
mines (Mining Lease No.2679) for iron ore production
of 0.216 MTPA by retaining the existing manganese ore
production of 0.05 MTPA involving total excavation of
1.297 MTPA inclusive of waste along with handling of
0.327 Million Tonnes (MT) of already stocked incidental
iron ore within first two years vide EC Identification
Number EC24B0000KA5391575N dated 1 September
2024.

Grant of Consent for Operation (CFO-Expand)

KSPCB, Government of Karnataka, after examining
the Company's application submitted under Air and
Water Act has granted Consent for Operation (CFO-
Expand) for the Company's manganese & iron ore
mines (Mining Lease No.2678) for the enhancement of
manganese ore production from current 0.43 MTPA to
0.55 MTPA vide authorization number AW-345054 dated
18 September 2024.

Grant of Consent for Establishment-Expansion
(CFE-EXP)

The Company has received Consent for Establishment-
Expansion (CFE-EXP) under The Water (Prevention &
Control of Pollution) Act, 1974 and The Air (Prevention
& Control of Pollution) Act, 1981 from KSPCB, Bengaluru
for the Company's Ramghad manganese & iron ore
mines (Mining Lease No.2679) for iron ore production
of 0.216 MTPA along with handling of already stocked
incidental iron ore of 0.327 MT within first two years,
vide authorization number CTE-346594 dated
24 December 2024.

Receipt of approval for enhancement of
Permissible Annual Production limit of iron ore

The Company has received approval for enhancement
of Permissible Annual Production (PAP) limit of iron ore
from the present 3.81 MTPA to 4.36 MTPA in Mining
Lease No.2678 from Central Empowered Committee

constituted by the Hon'ble Supreme Court of India
vide letter No. 2-75/CEC/SC/2020-Pt.XI (Vol.II) dated
1 January 2025.

Grant of Consent for Operation - Expansion
(CFO-Expand)

KSPCB, Government of Karnataka, after examining
the Company's application submitted under The
Water (Prevention & Control of Pollution) Act, 1974
and The Air (Prevention & Control of Pollution) Act,
1981, has granted Consent for Operation - Expansion
(CFO-Expand) for the below mentioned Company's
manganese & iron ore mines:

(i) Mining Lease No.2678 - enhancement of iron ore
production from current 3.81 MTPA to 4.36 MTPA
vide authorization number AW-348549 dated 29
April 2025; and

(ii) Mining Lease No.2679 - handling of already
stocked incidental iron ore of 0.327 MT within first
two years i.e., by 31 August 2026 vide authorization
number AW-348553 dated 29 April 2025.

Receipt of allocation of Maximum Permissible
Annual Production

The Company has received allocation of MPAP from
Monitoring Committee constituted by the Hon'ble
Supreme Court of India, for iron ore production from
current 3.81 MTPA to 4.36 MTPA (3.81 0.55 MTPA), vide
letter No. MC/R&R/2678/FY/2024-25 dated 7 May 2025.

Receipt of approval for enhancement of
Permissible Annual Production limit

The Company has received approval from Monitoring
Committee constituted by the Hon'ble Supreme Court
of India vide letter No. 2-75/CEC/SC/2020-Pt.XI (Vol.IV)
dated 6 August 2025, for enhancement of PAP limit
of manganese ore from existing 0.032 Million Metric
Tonnes (MMT) to 0.049 MMT and 0.089 MMT for iron
ore in Mining Lease No. 2679. Further, the Company is
permitted to transport 0.327 MMT of already produced
incidental iron ore over a period of two years, 0.164
MMT during the financial year 2025-26 and 0.163 MMT
during the financial year 2026-27.

AWARDS AND RECOGNITIONS

Seven Star and Five Star Rating of Mines Award

The Indian Bureau of Mines, Ministry of Mines,
Government of India honoured the Company's
Kammatharu iron ore mine, Mining Lease No.2678
with distinguished Seven Star Rated Mine award in
recognition of the Company's outstanding efforts
and best practices in green mining, for its exemplary
performance during the year 2023-24, on 7 July 2025
at Rajasthan International Centre, Jaipur at the award
function to felicitate Five Star & Seven Star Rated Mines
of India. The Company is the only mine from South
India and the first among the three selected Seven Star
Rated Mines in the country.

Additionally, acknowledging its commitment to
sustainable development at its Kammathuru iron ore
mine in Sandur Taluk, Ballari District, the Company has

been awarded the Five Star Rating for the year 2023¬
24. The Company has been receiving the Five Star
Rating award consistently for the past 10 years, since
the inception of the Star rating awards by the Indian
Bureau of Mines, Ministry of Mines, Government of India.
These awards underscore the Company's leadership
in operational sustainability and commitment to the
highest standards of environmental stewardship.

The Ministry of Mines, Government of India instituted
these awards with the aim to promote sustainable
mining and recognize exemplary practices that set
new benchmarks while meeting key performance
parameters.

Mines Safety Award

All India Mines Safety Association under the aegis
of the Directorate General of Mines Safety (DGMS),
Government of India, conducted its first-ever national-
level inspection of mines across various categories,
including coal, metal, oil, and gas. The Company's
Deogiri manganese & iron ore mine was conferred with
the First Prize in the Open Cast Metal Aboveground
Small category. The award was presented on 28 July
2024 in recognition of the Company's commitment to
safety excellence at the national level.

Other Awards

• The Mines Safety Association of Karnataka,
under the aegis of Director General of Mines
Safety (DGMS), conducted inspections across
the Company's four mining units - Deogiri,
Kammatharu, Subbarayanahalli and Ramghad,
during Mines Safety Week 2024-25. Under the
supervision of the Director of Mines Safety, the
Company secured a total of 25 prizes at both the
State Level and Zonal Level, reflecting excellence
in safety management, health and welfare
amenities, innovation, machinery maintenance,
and operational performance.

• During the Mines Environment and Mineral
Conservation (MEMC) Week 2024-25, organised by
the Mines Environment and Mineral Conservation
Association, Karnataka Region, under the aegis
of the Indian Bureau of Mines, the Company's
mines at Kammatharu and Ramghad received
a total of 17 prizes for outstanding performance
in afforestation, waste dump management,
reclamation and rehabilitation, responsible
mining, sustainable development and overall
environmental practices.

CHANGE IN THE CAPITAL STRUCTURE

As on 31 March 2025, the authorised share capital of the
Company was ^20,000 lakh comprising of 20,00,00,000
Equity Shares of ^10 each. The issued, subscribed
and fully paid-up share capital of the Company was
^16,204 lakh comprising of 16,20,34,938 Equity Shares of
^10 each.

During the year under review, the Board of Directors at
its meeting held on 1 6 September 2024, accorded its
in-principle approval for raising of funds by issuance of

Equity Shares through Qualified Institutions Placement
(QIP) for an aggregate amount not exceeding ^1,000
crore, in one or more tranches, subject to Members
approval.

The Company has neither issued equity shares with
differential rights as to dividend, voting or otherwise nor
shares (including sweat equity shares) to employees
of the Company under any scheme. Further, the
Company has not issued any convertible securities or
warrants and has not held any shares in trust for the
benefit of employees where the voting rights are not
exercised directly by the employees. The Company has
not bought back any of its securities during the year.

ISSUE OF NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has issued
and allotted 45,000 secured, listed, rated, redeemable,
rupee denominated, transferable and 11% interest
bearing Non-Convertible Debentures (NCDs) of
^1,00,000 each aggregating to ^45,000 lakh on private
placement basis, which have been listed on BSE
Limited on 28 October 2024. As on 31 March 2025, the
outstanding NCDs amounted to ^44,100 lakh.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of business of the
Company. However, during the year under review, the
Company completed strategic business acquisition of
Arjas Steel Private Limited, a leading speciality steel
company focused on high quality auto grade Special
Bar Quality (SBQ) steel on 11 November 2024. This
transaction marks a significant step in the Company's
evolution from a mining company to an integrated
metals and mining powerhouse.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy as adopted and
formulated by the Board in terms of Regulation 43A
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) is available on the Company's
website at
https://www.sandurgroup.com/downloads/
Corporate-Governance/Policies/1 5-Dividend-
Distribution-Policv.pdf and annexed to this Report as
‘Annexure A’.

DIVIDEND

The Board has recommended a dividend of ^1.25 per
Equity Share (12.5%) for the financial year ended 31
March 2025. The said dividend is subject to the approval
of the Members at the ensuing Annual General Meeting
(AGM) of the Company. The Board has recommended
the dividend based on the parameters laid down in the
Dividend Distribution Policy and dividend will be paid
out of the profits for the year under review.

According to the Finance Act, 2020, dividend
income shall be taxable in the hands of the Members
w.e.f., 1 April 2020, and the Company is required to
deduct tax at source from the dividend payable to
the Members at prescribed rates as per the Income
Tax Act, 1961.

TRANSFER TO RESERVES

As permitted under the Companies Act, 2013 (Act),
the Board does not propose to transfer any amount to
General Reserve and has decided to retain the entire
amount of profit for the financial year 2024-25 in the
Statement of Profit and Loss.

TRANSFER OF AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND

As per Section 124(5) of the Act read with Rules made
thereunder, dividends remaining unpaid/unclaimed for
a period of seven years from the date of transfer to the
unpaid dividend account is required to be transferred
to Investor Education and Protection Fund (IEPF).
Further, the shares in respect of which dividend has not
been paid or claimed for seven consecutive years shall
be transferred by the Company in the name of IEPF.

In pursuance of the above, the dividend remaining
unpaid/unclaimed in respect of 2nd interim dividend
declared for financial year 2016-17 amounting to
?54,617/-, final dividend declared for financial year
2016-17 amounting to ?96,464/-and interim dividend
declared for financial year 2017-18 amounting to
?2,51,180/- have been transferred to IEPF during the
financial year 2024-25. Consequently, 932 shares
belonging to 4 Members, 780 shares belonging to 4

Members and 128 shares belonging to 3 Members
in respect of which dividends remained unpaid/
unclaimed for seven consecutive years were also
transferred to IEPF.

In the interest of the Members, the Company sends
periodical reminders to the Members to claim their
dividends to avoid the transfer of dividends or shares to
IEPF Authority. Notices in this regard are also published in
the newspapers and the details of unpaid/unclaimed
dividends and the Members whose shares are liable
to be transferred to IEPF Authority, are uploaded on
the Company's website at
https://www.sandurgroup.
com/unpaid-unclaimed-dividend and https://
www.sandurgroup.com/downloads/Shareholder-
Information/7-Unclaimed-Dividend/shares-to-be-
transferred-to-IEPF-iulv-01-2025.pdf respectively.

The unpaid/unclaimed final dividend declared for the
financial year 2017-18, along with the underlying shares
are due to be transferred to IEPF by 7 October 2025.
The Members who have not encashed the dividend
warrant(s) from financial year 2017-18 onwards, may
forward their claims to the Company/Registrar and
Transfer Agent (RTA) on or before 22 September 2025,
to avoid any transfer of dividend or shares to IEPF
Authority.

The information in respect of unpaid/unclaimed dividends and shares thereto along with due date for transfer to
IEPF are given below:

Financial year

Date of declaration

Due date for transfer
to IEPF

Unclaimed
Dividend as on
31 March 2025 (?)

Unclaimed
Shares as on
31 March 2025

2017-18 (Final Dividend)

1 September 2018

7 October 2025

1,06,248.00

53,124

2018-19 (Interim Dividend)

14 November 2018

21 December 2025

1,67,436.50

47,839

2018-19 (Final Dividend)

21 September 2019

28 October 2026

1,09,655.00

31,330

2019-20 (Interim Dividend I)

11 November 2019

18 December 2026

68,850.00

34,425

2019-2020 (Interim Dividend II)

5 March 2020

11 April 2027

1,87,235.00

37,447

2020-21 (Final Dividend)

22 September 2021

29 October 2028

2,36,716.00

26,007

2021-22 (Final Dividend)

28 September 2022

3 November 2029

1,02,675.00

21,088

2022-23 (Final Dividend)

20 September 2023

21 October 2030

99,681.00

20,648

2023-24 (Final Dividend)

18 September 2024

20 October 2031

2,12,954.00

2,19,915

The voting rights on the shares lying with IEPF shall
remain frozen till the rightful owner claims the shares.
The benefits arising out of the shares transferred to IEPF
is credited to IEPF Authorities. The Members can claim
the same from IEPF Authorities.

The Members whose unpaid/unclaimed dividends
or shares are transferred to IEPF can request the
Company/RTA as per the applicable provisions in
the prescribed e-form IEPF-5 for claiming the unpaid/
unclaimed dividend or shares out of IEPF. The process
for claiming the unpaid/unclaimed dividends or shares
out of IEPF is also available on the Company's website
at
https://www.sandurgroup.com/others.

Neha Thomas - Company Secretary & Compliance
Officer is the Nodal Officer under the provisions of IEPF
Rules with effect from 4 November 2024.

SUBSIDIARY COMPANY, ASSOCIATE
COMPANY AND JOINT VENTURE

Sandur Pellets Private Limited (SPPL), the wholly owned
subsidiary company has not engaged in any business
operation since its incorporation and has not generated
any operating revenue. Considering that there are no
viable business prospects to commence its operations
in the foreseeable future, the shareholders of SPPL
approved voluntary liquidation as per the provisions of
the Insolvency and Bankruptcy Code, 2016 read with
Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017 on 27 March
2025 and a liquidator was appointed.

During the year under review, the Company undertook
the strategic business acquisition of Arias Steel Private
Limited by completing the purchase of 98.94% equity
stake in ASPL on 11 November 2024. ASPL is an

integrated specialty steel manufacturer located at
Tadipatri in Andhra Pradesh, primarily catering to the
automotive sector in India and is known for its system
driven world class manufacturing culture. ASPL has a
wholly owned subsidiary named Arjas Modern Steel
Private Limited, which has a green steel electric arc
integrated steel plant located in Mandi Gobindgarh,
Punjab. Acquisition of ASPL has resulted in indirect
acquisition of AMSPL, to such an extent. Accordingly,
ASPL and AMSPL are the material subsidiaries of the
Company as per Regulation 16(1)(c) of the Listing
Regulations.

The Policy for determining Material Subsidiary is
uploaded on the Company's website at
https://
www.sandurgroup.com/downloads/Corporate-
Governance/Policies/9-Policy-for-determining-
Material-Subsidiary.pdf.

The Company has an associate, ReNew Sandur Green
Energy Private Limited (RSGEPL). During the year under
review, the Company continues to hold 49% of equity
share capital.

The Company does not have any joint venture.

The disclosure pursuant to first proviso to Section 129(3)
of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014 is annexed with this Report as
‘Annexure B’.
Further, as per the provisions of Section 136 of the Act,
the standalone and consolidated financial statements
of the Company along with relevant documents and
separate audited financial statement in respect of the
Company's subsidiary, are available on the Company's
website at
https://www.sandurgroup.com/annual-
reports and https://www.sandurgroup.com/subsidiaries
respectively.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by
the Regulators/Courts/Tribunals that would impact the
going concern status of the Company and its future
operations.

MATERIAL CHANGES AND COMMITMENT, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitment affecting the
financial position of the Company occurred between
the end of the financial year to which financial
statement relate and the date of this Report.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

During the year under review, all related party
transactions entered into by the Company were on
an arm's length basis. All related party transactions are
placed before the Audit Committee of the Company
and placed before the Board for information/approval,
as and when required. With a view to ensure continuity
of day-to-day operations, an omnibus approval is
obtained for related party transactions which are of
repetitive nature, entered in the ordinary course of
business and at arm's length basis. A statement giving
details of all related party transactions entered pursuant
to the omnibus approval so granted, is placed before
the Audit Committee on a quarterly basis for its review.

Further, the Company has not entered into any
contract/arrangement/transaction with related parties
which are considered to be material as per Regulation
23 of the Listing Regulations and the Company's Policy
on Related Party Transactions. In terms of Regulation
23(9) of the Listing Regulations, the Company submits
the details of related party transactions as per the
specified format to the Stock Exchanges, where the
Company's shares are listed, on a half yearly basis.

During the year under review, the Company has not
given any loans and advances in the nature of loans to
its subsidiaries, associates or firms/companies in which
Directors are interested.

In line with the requirements of the Act and the
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions and the same
can be accessed on the Company's website at
https://sandurgroup.com/downloads/Corporate-
Governance/Policies/11-Policy-on-Related-Party-
Transactions-Revised.pdf
.

In terms of clause (h) of Section 134(3) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules,
2014, the particulars of the contracts or arrangements
entered into by the Company with its related parties
as referred to in Section 188(1) of the Act in Form No.
AOC-2 is annexed with this Report as
‘Annexure C’.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of investments made under Section
186 of the Act have been disclosed in the financial
statement. The Company has not granted any loans or
provided guarantees under Section 186 of the Act.

DEPOSITS

The Company does not have any deposits at the
beginning of the financial year and has neither
accepted nor renewed any deposits during the year
under review. Thus, provisions of Section 73 of the Act
are not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on the date of this Report, the Board consists
of seven members - one Managing Director, three
Independent Directors (including one Woman Director)
and three Non-Executive Non-Independent Directors.
The Chairman of the Board is a Non-Executive Non¬
Independent Director.

As on 31 March 2025, the following were the Key
Managerial Personnel of the Company as per Section
2(51) and 203 of the Act:

• Bahirji Ajai Ghorpade - Managing Director

• Uttam Kumar Bhageria - Chief Financial Officer &
Chief Risk Officer

• Neha Thomas - Company Secretary & Compliance
Officer

Appointment/Re-appointment

During the year under review, the following
appointments/re-appointments were made by the
Company:

• The Board of Directors at its meeting held on 15 May
2024, approved appointment of Anand Sen (DIN:
00237914) as an Additional Director designated
as an Independent Director of the Company for
a term of five consecutive years commencing
from 15 May 2024 to 14 May 2029. Subsequently,
the Members vide Postal Ballot dated 15 June
2024 and passed on 23 July 2024, accorded their
approval for appointment of Anand Sen as an
Independent Director.

• The Board of Directors at its meeting held on
5 August 2024, approved re-designation of
Mohammed Abdul Saleem (DIN: 00061497) from
Whole Time Director to Non-Executive Director and
appointed Krishnendu Sanyal as Chief Executive
Officer of the Company, w.e.f. 5 August 2024.

• At the 70th AGM held on 18 September 2024, in
terms of the provisions of Section 152(6) of the
Act, Mohammed Abdul Saleem (DIN: 00061497),
Director of the Company, liable to retire by
rotation and who being eligible, offered himself
for reappointment, was re-appointed by the
Members.

• The Board of Directors at its meeting held on
4 November 2024, appointed Neha Thomas as
Company Secretary & Compliance Officer of the
Company with effect from 4 November 2024.

• The Board of Directors at its meeting held on
24 March 2025, approved redesignation of
Anand Sen (DIN: 00237914) from the position of
Independent Director to Non-Executive Director of
the Company, w.e.f. 25 March 2025.

During the period from 1 April 2025 till the date of this
Report, subject to the approval of the Members, the
following re-appointments are proposed to be made:

• In terms of the provisions of Section 152(6) of the
Act, T. R. Raghunandan (DIN: 03637265), Director
of the Company is liable to retire by rotation at the
ensuing AGM and being eligible, offered himself
for re-appointment.

• The Board at its meeting held on 8 August 2025
approved the re-appointment of Bahirji Ajai
Ghorpade (DIN: 08452844) as Managing Director
of the Company for a further term of three years
with effect from 1 October 2025 to 30 September
2028. The Company has received a notice in
writing from a Member proposing his candidature
for the office of Director pursuant to Section 160 of
the Act.

Cessation

• Jagadish Rao Kote ceased to be an Independent
Director and member of the Board of Directors
w.e.f. 15 May 2024.

• Consequent to re-designation of Mohammed
Abdul Saleem from Whole Time Director to Non¬
Executive Director, the Board relieved him from
the position of Company Secretary & Compliance
Officer of the Company w.e.f. 5 August 2024.

• Krishnendu Sanyal tendered his resignation from
the position of Chief Executive Officer of the
Company w.e.f. 10 March 2025.

The Board appreciated the services provided by
Mohammed Abdul Saleem and Krishnendu Sanyal
during their association with the Company as Company
Secretary & Compliance Officer and Chief Executive
Officer, respectively.

BOARD MEETINGS

The Board meets at regular intervals to discuss and
decide on the Company's business policies and
strategies apart from other regular and important
business items. However, in case a special and urgent
business requires approval of the Board, such approval
is taken by passing resolution through circulation,
as permitted by law, which is taken on record in the
subsequent Board meeting.

During the financial year 2024-25, the Board met
9 times i.e., 25 April 2024, 15 May 2024. 5 August 2024,
6 September 2024, 16 September 2024, 4 November
2024, 13 November 2024. 14 February 2025 and
24 March 2025. The details and particulars of Board
meetings are given in the Corporate Governance
Report forming part of this Report.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company has adopted Policy on Nomination and
Remuneration of Directors, Key Managerial Personnel
(KMPs) and other employees which inter-alia includes
criteria for determining qualification, positive attributes,
independence of a director and other matters
provided under sub-section (3) of Section 178 of the
Act and relevant provisions of the Listing Regulations.

The Members may refer Corporate Governance
Report for details regarding this Policy. The Policy is
also available on the Company's website at
https://
www.sandurgroup.com/downloads/Corporate-
Governance/Policies/5-Policy-on-Nomination-and-
Remuneration-of-Directors-Key-Managerial-Personnel-
KMPs-and-other-employees.pdf.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company meet
the criteria of independence as provided under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations and declarations to this effect have been
received from them. Further, in terms of Regulation 25(8)
of the Listing Regulations, they have confirmed that
they are not aware of any circumstance or situation
which exists or may reasonably be anticipated that
could impair or impact their ability to discharge their
duties. During the financial year 2024-25, there has
been no change in the circumstances affecting their
status as Independent Directors of the Company.

The Independent Directors have also complied with the
Code for Independent Directors prescribed in Schedule
IV to the Act and Code of Conduct for Board Members
and Senior Management formulated by the Company
under Regulation 17(5) of the Listing Regulations.
The Independent Directors of the Company have
undertaken requisite steps towards inclusion of their
names in the Databank of Independent Directors
maintained with the Indian Institute of Corporate
Affairs, in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

BOARD EVALUATION

The Nomination and Remuneration Committee
and the Board have laid down the manner in which
formal evaluation of the performance of the Board,
Committees, individual Directors and the Chairman
has to be made annually.

During the evaluation process, it was ensured that all
the provisions relating to Board evaluation of the Act
and the Listing Regulations, are followed. The criteria
for evaluation were based on the Guidance Note on
Board Evaluation issued by Securities and Exchange
Board of India (SEBI) and the guidelines issued by
Institute of Company Secretaries of India (ICSI). The
Board evaluation was done internally. All Directors
responded through a structured questionnaire giving
feedback about the performance of the Board, its
Committees, individual Directors and the Chairman.
The questionnaire for evaluation of Board was based on
several parameters like structure of the Board, meetings
of the Board, functions of the Board, relationship and
communication between Board and management
and professional development of Directors. Similarly,
the evaluation criteria for the Committee, individual
Directors, and the Chairman were set on different
parameters.

At the Board meeting that followed the meeting of
the Independent Directors on 14 February 2025, the
outcome of evaluation was discussed. The feedback
received on the performance evaluation of individual
Directors was intimated separately to each Director.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors for the
financial year 2024-25 as per Clause VII(1) of Schedule
IV under Section 149(8) of the Act and Regulation
25(3) of the Listing Regulations was held on 14 February
2025, wherein the Independent Directors reviewed the
performance of Non-Independent Directors, Chairman
of the Board and the Board as a whole.

TRAINING AND FAMILIARISATION PROGRAMME
FOR INDEPENDENT DIRECTORS

Details of training and familiarisation programme are
provided in the Corporate Governance Report forming
part of this Report.

BOARD COMMITTEES

The Board has constituted seven Committees to assist
the Board in effectively discharging its functions and
responsibilities. These Committees support the Board's
work in line with the applicable provisions of the Act
and the Listing Regulations, namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Corporate Sustainability Committee.

The details of the Committees including composition,
terms of reference, meeting details etc., are provided
in the Corporate Governance Report forming part of
this Report.

The recommendations, if any, of these Committees
are submitted to the Board for approval. During the
year under review, the Board had accepted all the
recommendations of the Committees.

VIGIL MECHANISM

The Company believes in conducting its affairs in a fair
and transparent manner by adopting highest standards
of professionalism, honesty, integrity and ethics. The
Company has established a vigil mechanism towards
this approach. In accordance with Section 177(9) of the
Act read with Rule 7(2) of the Companies (Meetings of
Board and its Powers) Rules, 2014, the Company's Audit
Committee oversees the vigil mechanism which has
been established to address genuine concerns about
unethical behaviour, actual or suspected fraud, leak of
Unpublished Price Sensitive Information or violation of
the Company's Code of Conduct and Ethics Policy, if
any, expressed by the Director(s) or employees or any
other person.

The Company has adopted a Whistle Blower Policy
which provides for adequate safeguards against
victimisation of Director(s) or employee(s) or any other
person who avail such mechanism. The Company
has also provided direct access to the Chairman of
the Audit Committee in matters concerning financial,
accounting and concerns relating to officers belonging
to above Senior General Manager level.

The Whistle Blower Policy is available on the Company's
website at
https://www.sandurgroup.com/downloads/
Corporate-Governance/Policies/13-Whistle-Blower-
Policv.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c)
of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

(b) the Directors 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 as at 31 March
2025 and of the profit and loss of the Company for
the year ended 31 March 2025;

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

(d) the Directors have prepared the annual accounts
for the financial year ended 31 March 2025 on a
'going concern' basis;

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

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

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143 OF THE ACT OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

The Auditors have not reported any frauds during the
year under review.

ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

The Company has established a robust framework for
internal financial controls. The Company has in place
adequate controls, procedures and policies, ensuring
orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records
and timely preparation of reliable financial information.
The Company has a well-defined delegation of power
with well-defined authority and responsibility matrix
defining the financial limits for approving revenue as
well as capital expenditure. Segregation of duties has
been well defined to remove the concentration of
power within few officials. The Company uses a state of-
the-art Enterprise Resource Programming (ERP) system
to record data for accounting, consolidation and
management information purposes and connects to
different locations for efficient exchange of information.
It has continued its efforts to align all its processes and
controls with global best practices.

M/s. P. Chandrasekar LLP, Chartered Accountants,
have been appointed to oversee and carry out internal
audit of Company's activities. The audit is based on
an internal audit plan, which is reviewed each year in
consultation with the Statutory Auditor and approved
by the Audit Committee. In line with international
practice, the internal audit plan is focused towards
review of internal controls and risk in operations. The
Audit Committee review audit report submitted by
the Internal Auditor. Suggestions for improvement are
considered, and the Audit Committee follows up on
them. During the year, such controls were assessed
and no reportable material weaknesses in the design
or operation were observed. Accordingly, the Board
is of the opinion that the Company's internal financial
controls were adequate and effective during the
financial year 2024-25.

The Statutory Auditor's Report has stated that the
Company has, in all material respects, an adequate
internal financial controls with reference to standalone
and consolidated financial statements and such
internal financial controls with reference to standalone
and consolidated financial statements were operating
effectively as at 31 March 2025, based on the criteria for
internal financial control with reference to standalone
and consolidated financial statements established by
the company considering the essential components of
internal control stated in the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants
of India.

ANNUAL RETURN

A copy of Annual Return, in Form MGT-7, pursuant to the
provisions of Section 92(3) of the Act read with Rule 11
of the Companies (Management and Administration)
Rules, 2014 as amended from time to time is available
on the website of the Company at
https://www.
sandurgroup.com/agm-postal-ballots.

AUDITORS

Statutory Auditor

M/s. Deloitte Haskins & Sells, Chartered Accountants
(Firm Registration No.008072S), were appointed as
Statutory Auditor of the Company at the 68th AGM
held on 28 September 2022 in terms of the provisions of
Section 139 of the Act, to hold office until the conclusion
of 73rd AGM.

The Auditor's Report on standalone and consolidated
financial statements of the Company for the year
ended 31 March 2025 is forming part of this Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors at its meeting held on 15 May
2024, appointed N. D. Satish, Practicing Company
Secretary (having ICSI Membership No.F10003 and
Certificate of Practice No.12400) as Secretarial Auditor
of the Company for the financial year 2024-25. The
Secretarial Audit Report is forming part of this Report as
‘Annexure D’.

As per the amended provisions of Regulation 24A of
the Listing Regulations, the Secretarial Auditor shall be
a peer reviewed Company Secretary, and the listed
entity shall appoint the Secretarial Auditor for a term
of five consecutive years. Accordingly, the Board
at its meeting held on 28 May 2025 after considering
recommendations of the Audit Committee, accorded
its approval for appointment of N. D. Satish, Practising
Company Secretary as Secretarial Auditor for a term
of five years, commencing from financial year 2025-26
till financial year 2029-30, subject to Members approval
in the ensuing AGM. A resolution seeking approval of
the Members for appointment of Secretarial Auditor
including remuneration thereof is provided in the
Notice of the ensuing AGM.

In accordance with Regulation 24A of the Listing
Regulations, the Company has obtained Secretarial
Compliance Report for the financial year ended
31 March 2025 from the Secretarial Auditor of the
Company and the same has been submitted to the
Stock Exchanges namely BSE and NSE on 28 May 2025.

The Secretarial Audit of Arjas Steel Private Limited
and Arjas Modern Steel Private Limited, material
subsidiaries of the Company, for the year ended 31
March 2025, were conducted by Karthik S N & Kinjal
Jain, Practising Company Secretaries (Firm Registration
Number: P2022KR090900). The Secretarial Audit Reports
of ASPL and AMSPL are forming part of this Report as
‘Annexure E’ and ‘Annexure F’ respectively.

Cost Auditor and Cost Records

In terms of Section 148(2) of the Act read with Rule 4 of
the Companies (Cost Records and Audit) Rules, 2014,
the Company is required to get its cost accounting
records audited by a Cost Auditor. The Board of Directors
at its meeting held on 5 August 2024, appointed M/s. K.

S. Kamalakara & Co., as Cost Auditor for the financial
year 2024-25 and remuneration payable to Cost
Auditor was ratified by the Members at the 70th AGM
of the Company.

The Board at its meeting held on 8 August 2025, after
considering recommendations of the Audit Committee,
reappointed M/s. K. S. Kamalakara & Co., as Cost
Auditors for the financial year 2025-26. A resolution
seeking approval of the Members for ratifying the
remuneration payable to the Cost Auditor for financial
year 2025-26 is provided in the Notice of the ensuing
AGM.

The cost accounts and records as required to be
maintained under section 148(1) of the Act are duly
made and maintained by the Company.

Internal Auditor

The Board of Directors at its meeting held on
5 August 2024, has appointed M/s. P. Chandrasekar
LLP, Chartered Accountants as Internal Auditor of the
Company as mandated under provisions of Section
138 of the Act to evaluate the internal controls and
financial reporting for the financial year 2024-25. The
Board at its meeting held on 8 August 2025, based
on the recommendation of the Audit Committee,
appointed M/s. P. Chandrasekar LLP, as Internal Auditor
for the financial year 2025-26.

AUDITOR’S OBSERVATION

There are no qualifications, reservations, adverse
remarks or disclaimers made by the Statutory Auditor,
Internal Auditor and Cost Auditor in their respective
reports. Further, there are no qualifications, reservations,
adverse remarks or disclaimers made by the Secretarial
Auditor except with respect to the delay in intimation
of record date for payment of interest for NCD's for
the month of November 2024, to BSE Limited. The
Board took note of the fine levied by BSE Limited
and acknowledged that the delayed intimation on 7
November 2024 i.e., by three days was unintentional
and resulted from genuine time constraints.

SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Act, the
Company has complied with the applicable provisions
of the Secretarial Standards issued by the Institute of
Company Secretaries of India and notified by Ministry
of Corporate Affairs except for delay in circulation of
Agenda papers of Board/Committees in few instances.
However, all the members of the Board/Committees
approved minutes of the meetings and the same were
taken note of in the subsequent meeting.

CORPORATE GOVERNANCE

The Corporate Governance Report forms part of this
Report. A Certificate on Corporate Governance Report
as required under Regulation 34(3) read with Schedule
V of the Listing Regulations, issued by M/s. Deloitte
Haskins & Sells, Chartered Accountants, is annexed to
this Report as
‘Annexure G’.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report as
required under clause (e) of Regulation 34(2) read with
Schedule V of the Listing Regulations, forms part of this
Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

Business Responsibility & Sustainability Report as required
under clause (f) of Regulation 34(2) of the Listing
Regulations depicting initiatives taken by the Company
from an environmental, social and governance aspect
forms part of this Report.

STATEMENT CONCERNING DEVELOPMENT
AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Board has constituted Risk Management
Committee to proactively identify, assess and mitigate
risks in order to protect its business, improve Corporate
Governance and enhance stakeholders' value. The Risk
Management Committee lays down procedures for risk
assessment and minimization. It shall serve as the 'eyes
and ears' for the Company which would ensure that
the Company is insulated from risks both at the macro
and micro level. The Risk Management Committee
periodically reviews the various risks associated with
the Company's business, industry, operation and
recommends steps to be taken to control, monitor and
mitigate the risk.

The Company has in place an Enterprise Risk
Management Policy to identify and evaluate various
business risks and opportunities. The Board of Directors
at its meeting held on 14 February 2025, amended
the Enterprise Risk Management Policy. The same
is available on website of the Company at
https://
www.sandurgroup.com/downloads/Corporate-
Governance/Policies/risk-management-policy-.pdf.

In terms of Regulation 21 of the Listing Regulations,
Uttam Kumar Bhageria is the Chief Risk Officer of the
Company.

The Company believes that periodic review of
various risks which has a bearing on the business and
operations of the Company is vital to proactively
manage uncertainty and changes in the internal and
external environment so that it can limit the adverse
impact and capitalize on opportunities.

The Company's risk management is embedded in
the business processes as a part of review of business
and operations. The Board with the support of the
management periodically assesses various risks
associated with the business and operations of the
Company and considers appropriate risk mitigation
processes. However, there are certain risks which cannot
be avoided but the impact can only be minimized.

The Management Discussion and Analysis Report
forming part of this Report also contains information

on risk and concerns relating to the industry. The
Company has well defined roles and responsibilities
of Board of Directors, Audit Committee, Risk
Management Committee, Chief Risk Officer to have a
seamless process in place regarding risk identification,
assessment, mitigation and monitoring.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act
read with Rules made thereunder, the Corporate
Social Responsibility Committee has been constituted
by the Board for the purposes of recommending
and monitoring the CSR initiatives of the Company.
The details such as composition, terms of reference,
meetings held etc., are mentioned in the Corporate
Governance Report forming part of this Report.

DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

The Company as a responsible corporate citizen has
been, for last seven decades, consciously contributing
towards betterment of the local area and living
standards of its people, and also protection and
improvement of the environment. In accordance with
Section 135 of the Act, the Company has undertaken
CSR activities, projects and programmes, excluding
activities undertaken in pursuance of its normal course
of business.

The Company shall continue to be mindful of its
social and moral responsibilities towards consumers,
employees, members, and the local community.
Reaching out to under privileged communities is a
part of the Company's philosophy and culture. The
Company works primarily through Karnataka Seva
Sangha and Shivapur Shikshana Samiti (Implementing
Agencies) towards supporting projects in the areas
of education, healthcare and sanitation, community
development including protection of national
heritage, restoration of historical sites, and promotion of
art and culture, enhancing vocational skills, promoting
healthcare including preventive healthcare, and
rural development, environmental sustainability and
ecological balance, promotion of traditional arts and
handicrafts.

As against the approved budget of CSR contribution
of ^1,040 lakh for financial year 2024-25, ^716 lakh was
spent, and ^324 lakh was transferred to unspent CSR
account as per provision of Section 135(6) of the Act.
The unspent amount of ^324 lakh will be spent during
the financial year 2025-26 for the Ongoing Project -
Development of Sports Training Facilities. The Annual
Report on CSR activities of the Company undertaken
during the year 2024-25 is furnished in
‘Annexure H’.

The Company's Corporate Social Responsibility
Policy can be accessed on Company's website at
https://sandurgroup.com/downloads/Corporate-
Governance/Policies/8-CSR-Policy.pdf
. The Members
may refer to the Annual Report on CSR for details
regarding the Policy.

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

Particulars relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings
and Outgo as prescribed in Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are set out in
‘Annexure I’ to this Report.

PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act,
the Reports and Accounts are being sent to the

Members excluding the information required under
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The said statement is also open for inspection. Any
Member interested in obtaining a copy of the same
may write to the Company Secretary of the Company.

The statement containing information as required
under the provisions of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
given in
‘Annexure J’ and forms part of this Report.

Gender wise composition of employees and workers

The gender wise composition of the Company's employees and workers for the year ended 31 March 2025 are as
follows:

Gender

Number of employees

Number of workers

Permanent

Other than
permanent

Permanent

Other than
permanent

Male

388

3

2,157

3

Female

42

0

137

1

Others

0

0

0

0

REMUNERATION RECEIVED BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR FROM
HOLDING COMPANY OR SUBSIDIARY COMPANY

During the year under review, the Managing Director/Whole Time Director has not received any remuneration from
the ultimate holding company or subsidiary companies.

CREDIT RATING

During the year under review, there has been change in the credit ratings of the Company. As on 31 March 2025,
the Company had the following credit ratings:

Instrument Details

Amount
(in ? lakh)

Rating upgraded

Name of credit
rating agency

Long term rating (Term loan and Cash credit)

14,700

A (Stable)

ICRA

Non-Convertible Debentures

45,000

A (Stable)

ICRA

Short term rating

28,500

A1

ICRA

Long term rating

1,63,000

A /Stable

CRISIL

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

The Company remains committed to ensuring a safe and respectful workplace environment. In compliance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has
constituted an Internal Complaints Committee for the prevention and redressal of complaints related to sexual
harassment at workplace. The details relating to complaints are as follows:

(a) Number of complaints of sexual harassment received in the year : Nil

(b) Number of complaints disposed off during the year : Nil

(c) Number of cases pending for more than ninety days : Nil

DISCLOSURE RELATING TO COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 for the financial year ended
31 March 2025. Refer Business Responsibility & Sustainability Report for more details.

DISCLOSURE OF TRANSACTIONS OF THE
COMPANY WITH ANY PERSON OR ENTITY
BELONGING TO THE PROMOTER/PROMOTER
GROUP WHICH HOLDS 10% OR MORE
SHAREHOLDING IN THE COMPANY
The transactions with the person or entity belonging
to the promoter/promoter group which hold(s) 10%
or more shareholding in the Company have been
disclosed in the accompanying financial statements.

GENERAL DISCLOSURES

No disclosure or reporting is required in respect of the
following items as there were no transactions on these
items during the year under review:

a) the details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with
their status as at the end of the financial year.

b) the 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.

ACKNOWLEDGEMENT

The Directors wish to thank members of judiciary,
its associates and legal fraternity for their strong
commitment to justice, fairness and equity. The Directors
also extend their gratitude to the Union and the State
Governments for their support as well as confidence
and recognitions bestowed on the Company.

The Directors wish to place on record their appreciation
of all its employees for their commendable teamwork,
professionalism and dedication. And ultimately, the
Directors wish to thank all the government agencies,
promoters, business associates, banks and investors for
their continued support and trust.

For and on behalf of the Board of Directors
T. R. Raghunandan

Place: Bengaluru Chairman

Date: 8 August 2025 DIN: 03637265


 
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