The Board of Directors is pleased to present the 16th Annual Report of Sintercom India Limited ("Sintercom” or "Company”) together with the audited financial statements for the financial year ended on 31st March 2023. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in the Board Report with the objectives of accountability and transparency in its operations and to make you aware of the performance and future perspectives.

1. Financial Results:

The financial performance of the Company during the financial year ended 31st March 2023 as compared to the previous financial year is summarized in the following table:

(Figures in '000)

2. Operational Performance of the Company:

The Company registered strong growth during the year despite the adverse macro-economic factors, moderate improvement in supply of semiconductors for the automotive sector and intermittent spikes in COVID infections globally. The Company registered revenue growth of ~37% during the ear as compared to the previous year March 31, 2022, significantly outperforming the market. This was achieved by focusing on product innovation, capacity expansion, systematic improvements across the organization including implementation of SAP ERP system, improving productivity and quality, and consistent on-time delivery to customers.

Innovative spirit and technological leadership are the essential foundations which the company will continue to go ahead with.

In the financial year 2022-23, your Company has recorded net sales of Rs. 822.11 million as against

Rs. 598.88 million in the previous year, i.e. an increase of 37.27% mainly driven by strong product portfolio, expanding customer base and continuous emphasis on product premiumization. For the financial year 2022-2023, the Company achieved profit before tax of Rs. 2.59 million as against the loss of Rs. 45.57 million for the previous financial year. The Company also registered a strong growth of 53% in the EBITDA margins during the year due to improved capacity utilizations and increased sales volumes and economies of scale.

3. Industry Update & Outlook:

The automotive industry in India is one of the main pillars of the economy. With strong backward and forward linkages, it is a key driver of growth. The automobile industry accounts for 7.1% of India's GDP as compared to 2.77% about three decades ago. India is the world's largest two-wheeler, threewheeler and heavy truck manufacturer. It is the world's second-largest tractor and bus manufacturer and fourth largest car manufacturer.

It is also one of the most important drivers of the economic growth of India and one with high participation in global value chains. One of the reasons behind the growth of the automobile industry is the strong government support and its liberalization and conscious policy interventions over the past few years which has helped it carve a unique path among the manufacturing sectors in India.

The automobile industry plays an important role in the Indian economy in terms of contribution to 49% of India's manufacturing GDP, revenue generation through its robust sales and generating various sources of employment for the development of the nation. It also supports the growth of other sectors through the acquisition of raw materials.

Indian Automotive Components Sector Overview:

India has become the fastest-growing economy in the world in recent years. This fast growth, coupled with rising incomes, boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry. The two-wheeler segment dominated the automobile industry because of the Indian middle class, with automobile sales standing at 19.44 million units in FY23. (Source: SIAM).

The growth in the automotive sector has led to the increasing emergence of more original equipment and auto components manufacturers. As a result, India developed expertise in automobiles and auto components, which helped boost international demand for Indian automobiles and auto components. The industry comprises players of all sizes, from large corporations to micro entities, spread across clusters throughout the country. The auto components industry accounted for 2.3% of India's GDP and provided direct employment to 1.5 million people. By 2026, the automobile component sector will contribute 5-7% of India's GDP and is expected to reach US$ 200 billion in revenue by 2026.

The Indian automobile sector recorded an inflow of huge investments from domestic and foreign manufacturers which is around 5.48% of the total FDI inflows in India during FY 2023. The Government of India's Automotive Mission Plan (AMP) 2006-26 has been instrumental in ensuring growth for the sector. The government's AMP 2016-26 will help the automotive industry grow and will benefit the economy by approximately additional ~65 million direct and indirect jobs, End-of-life policy will be implemented for old vehicles. The auto industry's GDP contribution will rise to over 12%. by 2026 (source: https://www.ibef.org/industry/autocomponents-India)

The rapidly globalising world is creating newer opportunities for the transportation industry, especially while shifting towards electric, electronic and hybrid cars, which are deemed more efficient, safe and reliable modes of transportation. Over the next decade, this will lead to newer verticals and

opportunities for auto component manufacturers. In FY24, the sales of Passenger Vehicle and Commercial Vehicle segments in India are expected to register around 10% growth and the sales of Two-wheelers are expected to grow by around 5%.

4. Quality and Information Security:

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

5. Dividend:

In view of paucity of profits for the current financial year, your directors have decided not to recommend any dividend for the period under review.

6. Details of Subsidiaries, Joint Ventures (JV) or Associate Companies (AC):

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

7. Amounts proposed to be carried to any Reserves:

During the year under review, the company does not propose to transfer any amount to the reserves.

8. Listing Information

The Company is listed on National Stock Exchange of India Limited ("NSE”). The Company has paid the Annual Listing Fee for the financial year 2023-24. The ISIN No. of the Company for equity is INE129Z01016.

9. Change in nature of business, if any, Details of significant orders passed by Regulators and Material Changes if any between the end of the financial year 31st March, 2023 of the Company and the date of the report:

As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 no material changes has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting the financial position of the Company.

10. Material events during the year under review:

• During the year, on 12th July, 2022 the Company has converted the second tranche of 987,500 Compulsory Convertible Debentures (CCD) into 987,500 equity shares which were allotted to Miba Sinter Holding GmbH & Co Kg (the promoter).

Details for change in the Paid-up capital of the Company during the financial year 2022-2023:

• The shareholders of the Company approved the re-appointment of the following Directors in the Extra Ordinary General Meeting held on 10th November, 2022:

• Upon conclusion of the second term of M/s Kirtane & Pandit LLP, Chartered Accountants who were appointed as the Statutory Auditors of the Company in the 11th AGM, the shareholders of the Company approved the appointment of M/s Patki & Soman, Chartered Accountants as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 15th AGM upto the conclusion of 20th AGM of the Company.

• Mr. Satish Barve was appointed as Additional Director Non-Executive Non-Independent Director on 10th February, 2023. As per regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR”) appointment of Mr. Barve was regularized by ordinary resolution passed by the shareholders via postal ballot. The Postal Ballot was held from 15th March, 2023 to 13th April,2023 and the results of the same were declared on 15th April, 2023.

11. Directors and Key Managerial Personnel:

The Board of the Company comprises an optimum combination of executive and non-executive independent directors.

As on the date of this report, Board of Directors of the Company comprises of a total of six Directors. The Composition of the Board of Directors is as under:

Mr. Bernd Badurek resigned from the position of Non-Executive Director on 10th February, 2023 due to personal reasons.

*Mr. Satish Barve was appointed as Additional Director (Non-Executive Non-Independent) w.e.f. 10th February, 2023. He has completed graduation in mechanical engineering along with business management and Middle Management Course from Indian Institute of Management (IIM) Ahmedabad. He carries over 32 years of comprehensive experience in cross functional activities. He is presently working as Managing Director of Miba Drivetec Private Limited.

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

Pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2023 and as on date of this Report are as follows:

12. Board Meetings & Committee Meetings:

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

Total 6 (six) Board Meetings were held during the financial year 2022-23 as required u/s 173 (1) of the Companies Act, 2013 and rules made thereunder. The intervening gap between the two Board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The details of meetings of the Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report.

Committees:

Presently, the Board has four (4) Committees i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, and Corporate Social Responsibility Committee which have been established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of the applicable laws and statutes. The details of meetings of committees are provided in the Report on Corporate Governance that forms part of this Annual Report.

Audit Committee:

The Audit Committee was constituted in compliance with the provision of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 5 (Five) Audit Committee meetings were held.

The details of meetings of the Audit Committee are provided in the Report on Corporate Governance that forms part of this Annual Report.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 3 (Three) meetings of the Nomination and Remuneration Committee were held the details of which are provided in the Report on Corporate Governance that forms part of this Annual report.

The salient features of the policy of the Nomination & Remuneration Committee have been disclosed under Annexure VI.

The policy is available on https://sintercom.co.in/wp-content/uploads/2022/06/Nomination-and-Remuneration-Policy.pdf

Stakeholder Relationship Committee:

The Stakeholder Relationship Committee was constituted in compliance with the provision of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

During the year under review, 1 (One) meeting of Stakeholder Relationship Committee was held the details of which are provided in the Report on Corporate Governance that forms part of the Annual report.

Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was constituted in compliance with the provision of Section 135 of the Companies Act, 2013.

During the year under review, 1 (one) meetings of the Corporate Social Responsibility Committee meeting were held, the details of which are provided in the Report on Corporate Governance that forms part of the Annual report.

Meeting of Independent Directors:

Additionally, during the financial year ended 31st March, 2023 the Independent Directors held a separate meeting on 22nd March, 2023 in Compliance with the requirement of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements). The said meeting was attended by all the Independent Directors.

13. Evaluation of Board of Directors, Committees, and Individual Director:

The Nomination & Remuneration Committee has set up a formal mechanism to evaluate the performance of the Board of Directors as well as that of the Committee's and individual Directors, including Chairperson of the Board, Key Managerial Personnel/ Senior Management, etc. The exercise was carried out through an evaluation process covering aspects such as the composition of the Board, experience competencies, government issues, attendances, specific duties, etc.

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

14. Familiarisation Programme:

The Company regularly provides orientation and business overview to its directors by way of detailed presentations by the various business and functional heads at Board meetings and through other interactive programs. Such meetings/programs include briefings on the domestic and global business of the Company. Besides this, the Directors are regularly updated about Company's new projects, R&D initiatives, changes in the regulatory environment and strategic direction.

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

The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at

https://sintercom.co.in/wp-content/uploads/2022/06/Details-of-Familisation-program.pdf

15. Disclosure by Directors:

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

16. Declaration from Independent Directors:

During the year under review, all Independent Directors have given declaration that they meet the

criteria of independence as laid down under Section 149 of the Companies Act, 2013 and that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Regulation 16 & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Company has received confirmation from Mr. Madan Godse, Mr. Dara Kalyaniwala, and Ms. Madhavi Pandrangi, Independent Directors that they have registered their name in the Independent Director's Database.

None of the Independent Directors serve as an Independent Director in more than the maximum permissible number of directorships and also have not crossed the maximum tenure of Independent Director. The Board confirms that all the Independent directors are proficient and performing their duties with integrity.

17. Code of Conduct for Prohibition of Insider Trading:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations”), as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code”), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, connected persons, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, connected persons and other employees from trading in the shares of the company at the time when unpublished price sensitive information is available.

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

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

18. Corporate Governance:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI”). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached as Annexure IX. For sake of brevity, the items covered in Board's Report are not repeated in the Corporate Governance Report and vice versa.

The Corporate Governance Report is annexed as Annexure II.

19. Management Discussion and Analysis Report:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure I and forms part of this Report. For sake of brevity, the items covered in Board's Report are not repeated in the Management Discussion and Analysis Report and vice versa.

20. Code of Conduct:

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of

Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link:

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

and-senior-management-personnel.pdf

21. Particulars of Employee and Remuneration

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided as "Annexure V”.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and financial statements are being sent to Members and others entitled thereto, excluding the information on employees' particulars which will be available for inspection in electronic mode up to the date of AGM. Members can inspect the same by sending an email to investor@sintercom.co.in

During the financial year 2022-2023, no employee, whether employed for whole or part of the year, was drawing remuneration in excess of the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Risk Management:

The Company is a supplier of various automobile parts and is therefore exposed to risks associated with the automotive industry in particulars. The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set for the Company. As a part of Risk Management policy, the relevant parameters for the protection of the environment, the safety of operations and the health of people at work are monitored regularly.

As a part of regular risk management assessment, the Company is actively pursuing opportunities for diversifying its business portfolio into non- automotive segment like consumer goods, off highway equipment's, industrial goods and oil & gas. The Company has been awarded with components from some of these segment's and is exploring many more opportunities.

The successful management of opportunities and risks is part of operating a business and is the primary task of all management personnel. During the regular management meetings at all management levels, opportunities, risks and optimization measures are reviewed in detail. Any exceptional situations having potential risks are identified and treated at the early stage to minimize their impact on financial and income positions.

23. Deposits:

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

As on 31st March, 2023 the Company has an outstanding unsecured loan including interest thereon of Rs. 66.46 million from Mr. Jignesh Raval, Managing Director and he has given declaration that the

amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. This borrowing is exempted deposit as per Rule 2 (c) (viii) Companies (Acceptance of Deposits) Rules, 2014.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

A. Conservation of Energy

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

Energizing Low Carbon, Sustainable Operations

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

B. Technology Absorption

The Company has existing Joint Venture agreement with M/s MIBA Sinter Holding Gmbh & Co KG, Austria. The Company has also entered into technology transfer agreements with MIBA Austria. Under these agreements, MIBA has transferred technology for development of high strength sinter hardened Synchro hub, Cam to Cam gears and Cam to Cam Backlash Gears. The plant has been designed to suit the said technology. The products produced by using these technologies have demand in the Indian market. The Company frequently runs inhouse training programs for product improvement, cost reduction, product development or import substitutions. The Company also takes help of external consultants whenever required on these aspects. During the year under review, the Company incurred an amount of Rs. 0.53 million on research and development.

C. Foreign Exchange Earnings & Outgo:

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

outgo during the year in terms of actual outflows. .... . ___.

(Figures in ?000)

25. Corporate Social Responsibility (CSR):

The report as per Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure VII. Policy is available on company's website: https://sintercom.co.in/wp-content/uploads/2022/02/CSR-Policy.pdf

26. Auditors:

Statutory Auditor:

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

Secretarial Auditor:

Pursuant to Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kanj & Co, LLP Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor for the financial year ended on 31st March 2023 is enclosed to this Report as "Annexure MI”.

As per Regulation 24 A of SEBI (LODR) Regulation 2015, the Annual secretarial compliance report duly signed by Mr. Sunil Nanal, partner Kanj & Co. LLP, Company Secretaries the same is available on https://sintercom.co.in/

The Secretarial Audit Report contains qualification, and the Company has given its comments on the Secretarial Auditors qualified opinion, the details are mentioned hereunder.

There was no changes in the remuneration proposed to the new incoming auditors and hence the remuneration figures were not specifically mentioned in the explanatory statement to the Notice of the AGM and the authority was given with the Audit Committee and the Board to decide on the proposed remuneration to the auditors.

Internal Auditor:

In accordance with the provision of Section 138 of the Companies Act, 2013 and Rules made thereunder, your Company has appointed Ms. Anuja Joshi as the Internal Auditor of the Company for Financial Year 2022-23 and takes her suggestions and recommendation to improve and strengthen the internal control system.

27. Compliance with Secretarial Standard:

The Company has generally complied with all the applicable Secretarial Standards in the Financial Year 2022-23.

28. Directors Responsibility Statement:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state that:

1. in the preparation of the Annual Accounts for the year ending 31st March 2023, the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

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

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

4. the annual financial statements have been prepared on a going concern basis.

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

6. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

29. Finance and Accounts:

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

30. Fraud Reporting:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the financial year under Section 143 (12) of the Companies Act, 2013.

31. Extract of Annual Return:

In accordance with Sections 92(3) read with 134(3)(a) of the Companies Act, the Annual Return of the Company as on 31st March, 2023 is available on the website of the Company at https://sintercom.co.in/other-compliances/

32. Particulars of Loans, Guarantees and Investments:

The Company has not given any loan or guarantee or security or made investment under Section 186 of the Companies Act, 2013 during the financial year.

33. Particulars of Related Party Transactions:

During the year under review, contract or arrangements entered into with related party as defined under Section 2(76) of the Companies Act, 2013 were in ordinary course of business on arm's length basis. Details pursuant to the transactions in compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rues, 2014 are annexed herewith in the prescribed Form AOC-2 -Annexure IV.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company's website https://sintercom.co.in/wp-content/uploads/2022/06/Materiality-Policy.pdf

34. Internal Financial Control System:

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

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

35. Disclosure under the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal), Act 2013:

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 a committee called the Internal Complaints Committee has been established to provide a mechanism to redress grievances pertaining to sexual harassment at workplace and Gender Equality of working women. During the year the Internal Complaints Committee of the company has not received any complaint in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• Number of complaints filed during the financial year: NIL

• Number of complaints disposed of during the financial year: NIL

• Number of complaints pending as on end of the financial year: NIL

36. Vigil Mechanism / Whistle Blower:

The Company has adopted a Vigil Mechanism Policy through a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Whistle Blower Policy is disclosed on website of the Company https://sintercom.co.in/wp-content/uploads/2022/02/Whistleblower-Policy.pdf

37. Non-Disqualification of Directors:

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

38. Policy of preservation of Documents:

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

39. Details of significant and material order passed by the regulators or courts or tribunals:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company's operations in future.

40. Order of SEBI & NSE

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

41. Cost Records:

The provisions of section 148(1) of the Companies Act, 2013 and other applicable rules and provisions do not apply to the company. However, such cost accounts and records are being maintained by the Company.

42. Credit Rating:

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

43. Investor Education and Protection Fund (IEPF):

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

44. Unpaid and Unclaimed amount of Dividend and Share Application Money:

There is no unpaid dividend or share application money pending to be refunded to the investors and shareholders till 31st March 2023.

45. Insurance

Your Company generally maintains insurance covering our inventories/ stock at such levels that we believe to be appropriate. The insurance policy covers stock lying in the premises, stock in transit and the stock which is in our custody and specified location/ person like warehouse or vendors locations. As per Regulation 25(10) of SEBI (LODR) Regulation, 2015 the company has Directors & officers insurance in place.

46. Business Responsibility Report:

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

47. Registrar and Share transfer Agent Information:

Link Intime India Pvt. Ltd

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

Near Ganesh Temple, Off Dhole Patil Road,

Pune -411001

Tel: 020 - 2616 1629/ 2616 0084 Fax: 020 - 2616 3503 Email: pune@linkintime.co.in Website: https://www.linkintime.co.in

48. Event Based Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• The Company has neither issued shares with differential voting rights as to dividend or otherwise nor has granted any stock options or sweat equity to the employee of the Company. As on 31st March, 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company.

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

• There was no change in the nature of business of your Company;

• The Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2023, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon;

• The Company has not issued any sweat equity shares;

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

• The Company does not engage in commodity hedging activities;

• The Company has not made application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 and

• The Company has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.

49. Acknowledgements:

Your directors would like to place on record their appreciation and gratitude for the support to the

Company received from the Employees, Clients, Customers and Shareholders of the Company for

their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National

Stock Exchange, Government of India and other Regulatory Authorities for their continued cooperation, support and guidance.