Dear Members,

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:

(^ in lakh)

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 202324. 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 2 nd interim dividend declared for financial year 2016-17 amounting to RS54,617/-, final dividend declared for financial year 2016-17 amounting to RS96,464/-and interim dividend declared for financial year 2017-18 amounting to RS2,51,180/- 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:

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 NonIndependent 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 70 th 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 NonExecutive 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 68 th AGM held on 28 September 2022 in terms of the provisions of Section 139 of the Act, to hold office until the conclusion of 73 rd 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 70 th 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:

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:

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

Annexure A

Dividend Distribution Policy

1. Objective

At SMIORE, shareholders are considered as one of the key stakeholders and enhancing the shareholders' value is one of the prime objectives of the Company. The policy, in the interest of providing clarity and transparency to the shareholders, sets out the circumstances and different factors for consideration by the Board at the time of deciding on distribution or of retention of profits.

The policy reflects the intent of the Company to reward its shareholders by distributing a portion of its profits after retaining sufficient funds for the business needs and growth of the Company.

The Company would ensure to strike the right balance between the quantum of the dividend paid and amount of profits retained in the business for various purposes. Through this policy, the Company would strive to maintain a consistent approach in dividend pay-out plans.

The purpose of this policy is to facilitate the process of dividend recommendation or declaration and its pay-out by the Company which would ensure a regular dividend income for the shareholders and long-term capital appreciation for all stakeholders of the Company.

2. Effective Date

The policy shall become effective from the date of its adoption by the Board i.e., 28 June 2021.

3. Regulatory Framework

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) "SEBI (LODR)" Regulations, 2015 read with SEBI (LODR) (Second Amendment) Regulations, 2021 mandated framing of Dividend Distribution Policy by top 1000 listed companies, based on the market capitalization.

The Company while declaring and paying dividend shall adhere to all applicable provisions of the Companies Act, 2013 (the Act) and Rules made there under as amended from time to time and to the extent applicable other applicable Acts, rules, regulations, guidelines relating to dividend distributions.

In view of the said requirement, the Board of Directors of the Company recognizes the need to lay down a broad framework with regard to the distribution of dividend to its shareholders and utilization of the retained earnings.

4. Forms of Dividend Interim Dividend

The Board of Directors of the Company may declare interim dividend during any financial year or at any time during the period from closure of financial year

till holding of the Annual General Meeting out of the surplus in the profit and loss account or out of profits of the financial year. The interim dividend may be declared and paid by the Board one or more times in the financial year as it may deem fit fulfilling the requirements of the statutory provisions.

Final Dividend

The final dividend is paid for the financial year after the finalisation of annual accounts. The Board of Directors of the Company has the power to recommend the payment of final dividend to the shareholders for their approval at the Annual General Meeting of the Company based on which the final dividend shall be paid to the shareholders.

Unit of dividend declaration

The dividend shall be declared on per share basis only.

The Interim Dividend and Final Dividend shall be declared complying with the applicable provisions of the Act, SEBI (LODR) Regulations, 2015 and the criteria set in this policy.

5. Parameters for Declaration of Dividend

Besides regulatory requirements and objectives set for dividend declarations in this policy, the Board shall consider six broad parameters for fund requirements before determining the dividend pay-out which has been categorised hereinunder:

A) Assumption of external and internal risks affecting the business

B) Business plan for future

C) Contingency and exigency plan

D) Diversification plans to new market and product

E) External Economic conditions

F) Future growth strategy

SMIORE shall also consider following parameters as set under the SEBI (LODR) Regulations, 2015 before declaration of dividend to the members.

a) Circumstances under which the shareholders may or may not expect dividend

The shareholders of the Company may not expect dividend under the following circumstances:

?€? Proposed expansion plans requiring higher capital allocation;

?€? Significantly higher working capital requirements adversely impacting liquidity;

?€? Decision to undertake any diversification, acquisitions, amalgamation, merger, joint ventures, product diversification etc., requiring significant capital outflow;

?€? Proposal to utilize surplus cash for buy-back of securities;

?€? In the event of inadequacy of profits or whenever the Company has incurred losses;

?€? Due to operation of any other law in force;

?€? The availability of opportunities for reinvestments of surplus funds;

?€? Any other corporate action resulting in cash outflow.

b) The financial parameters that shall be considered while declaring dividend

The financial parameters that may be considered before declaring dividend are:

?€? Consolidated net operating profit after tax;

?€? Working capital requirements;

?€? Capital expenditure requirements;

?€? Resources required to fund acquisitions and/ or new businesses;

?€? Cash flow required to meet contingencies;

?€? Outstanding borrowings;

?€? Past dividend trends.

c) Internal and External factors that shall be considered for declaration of dividend

i. External Factors:

Prevailing economic and monetary conditions including credit availability, both domestic and international.

ii. Internal Factors:

The Board of Directors of the Company would consider the following financial parameters before recommending dividend to shareholders:

?€? Operating cash flow of the Company;

?€? Profit earned during the year;

?€? Profit available for distribution;

?€? Working capital requirements;

?€? Capital expenditure requirement;

?€? Business expansion and growth;

?€? Upgradation of technology and physical infrastructure;

?€? Cost of borrowing;

?€? Past dividend payout ratio/trends.

d) Utilization of retained earnings

The Board may retain its earnings in order to make better use of the available funds and increase the value of the stakeholders in the long run. The

decision of utilization of the retained earnings of the Company shall be based on the following factors:

?€? Market diversification plan;

?€? Product diversification plan;

?€? Increase in production capacity;

?€? Replacement of capital assets;

?€? Future dividend payment;

?€? Issue of bonus shares;

?€? Such other criteria as the Board may deem fit from time to time.

e) Parameters that shall be adopted with regard to various classes of shares

?€? At present, the issued, subscribed and paid up share capital comprises only one class of equity shares.

?€? The payment of dividend shall be based on the respective rights attached to each class of shares as per their terms of issue.

?€? The dividends shall be paid out of the Company's distributable profits and/or general reserves and from such other reserves as may be statutorily permissible and shall be allocated among shareholders on a pro-rata basis according to the number of each type and class of shares held.

6. Provisions in relation to Dividend Distribution:

The Company has to follow the provisions of the Act, SEBI (LODR) Regulations, 2015, the Income-tax Act, 1961 and other statutory provisions applicable for declaration, disbursement and other events related to dividend payment. The major provisions of dividend distribution for considerations are as under:

?€? Declaration of Dividend

The Board of Directors shall recommend dividend to the shareholders. Pursuant to the provisions of applicable laws and this policy, interim dividend can be approved by the Board of Directors and final Dividend, if any, recommended by the Board of Directors, will be subject to shareholders approval, at the ensuing Annual General Meeting of the Company.

?€? Time limit for deposit of dividend

The amount of the dividend, including interim dividend, must be deposited in a scheduled bank in a separate account within five (5) days from the date of declaration of such dividend or such number of days as may be prescribed by law.

?€? Time limit for payment of dividend

The dividend has to be paid within 30 days from the date of declaration or such other period as is applicable by law.

?€? Dividend to be paid to Registered Shareholders

No dividend shall be paid by a company in respect of any share therein except to the registered shareholder of such share or to his order or to his banker and shall not be payable except in cash.

Any dividend payable in cash may be paid by cheque or warrant through post directed to the registered address of the shareholder who is entitled to the payment of the dividend or to his order or in any electronic mode sent to his banker in terms of Section 123(5) of the Act as amended from time to time.

?€? Determine record date/book closure

The Company shall determine the date of closure of the register of members and the share transfer register of the Company as per requirements of Section 91 of the Act and SEBI (LODR) Regulations, 2015.

?€? Transfer of unpaid dividend to Special Account

If dividend could not be paid or has not been claimed within the 30 days from the date of its declaration, the Company shall transfer the total amount of dividend which remains unpaid or unclaimed, to a special account in a scheduled bank to be called "Unpaid Dividend Account". Such transfer shall be made within 7 days from the date of expiry of the said period of 30 days.

Any person who claims a right on unpaid/ unclaimed dividend may apply for payment in terms of section 124(4) of the Act to the Company or has to write to Registrar and Share Transfer Agent at the following address for claiming the amount:

Venture Capital and Corporate Investments Private Limited

"AURUM", 4 th & 5 th Floors, Plot No.57,

Jayabheri Enclave Phase - II, Gachibowli,

Hyderabad - 500 032

Phone: 040-23818475/35164940

Fax. No.: +91 040 23868024

Email: investor.relations@vccipl.com

?€? Transfer to IEPF after 7 years

Any money transferred to the unpaid dividend account of the Company in pursuance of section 124 of the Act which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established under section 125(1) of the Act.

?€? No claims shall lie against Company

After the expiry of the period of seven years from the date from which unclaimed and unpaid dividends were transferred to the Unpaid Dividend Account, no claims shall lie against the Fund or the Company in respect of any such amounts.

In this case shareholders can claim the dividend after following the procedure of filing Form IEPF-5 with Investor Education and Protection Fund Authority.

7. Disclosure:

The Dividend Distribution Policy shall be disclosed in the Annual Report and on the website of the Company i.e., at www.sandurgroup.com.

8. Review/Amendment of the Policy:

The Board will review this policy on a periodic basis as per the requirement. This policy, including definition and other provisions of the policy shall stand automatically amended because of any regulatory amendments, clarifications etc. in the applicable laws, rules and regulations.

In case of any amendment(s), clarification(s), circular(s), notification(s), etc., issued by the relevant authorities, not being consistent with the provisions of this policy, such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions of this policy.