Standalone

The standalone revenue (revenue from operations
plus foreign exchange (net)) increased by 11.7% to INR
32,327.98 million for Financial Year 2024-25 from INR

28,931.09 million for Financial Year 2023-24, primarily
driven by ramp-up of sales volume for electric vehicle
(EV) programs in North American, European and
Indian market. Profit before exceptional items and tax
in Financial Year 2024-25 was INR 7,908.02 million
as compared to INR 6,379.28 million in Financial Year

2023- 24, reflecting an increase of 24.0% from the
previous year. Profit after tax (PAT) in the Financial Year

2024- 25 was INR 5,796.88 million as compared to INR
4,844.80 million in Financial Year 2023-24, reflecting an
increase of 19.7% from the previous year.

Consolidated

The consolidated revenue (revenue from operations
plus foreign exchange (net)) increased by 11.6% to INR
35,545.35 million for Financial Year 2024-25 from INR
31,847.82 million for Financial Year 2023-24, primarily
driven by ramp-up of sales volume for electric vehicle
(EV) programs in North American, European and
Indian market. Profit before exceptional items and tax
in Financial Year 2024-25 was INR 8,176.20 million as
compared to INR 6,800.21 million in Financial Year
2023-24, reflecting an increase of 20.2% from the
previous year. Profit after tax (PAT) in the Financial Year

2024-25 was INR 5,996.88 million as compared to INR
5,177.75 million in Financial Year 2023-24, reflecting an
increase of 15.8% from the previous year.

2. PERFORMANCE OF THE COMPANY AND
INDUSTRY OVERVIEW

In Financial Year 2024-25, your Company maintained
its growth trajectory, achieving new revenue and
profitability milestones. Consolidated revenue, EBITDA,
and profits (before tax and exceptional items) reached
INR 35,545.35 million, INR 9,753 million, and INR
8,176.20 million, respectively. The EV business, which
saw a revenue increase of 38% over the previous
financial year, was a major driver of overall growth, due
to the ramp-up and initiation of several new programs.
However, the Non-EV business had a moderate revenue
growth of 1%.

The Company showcased resilience and adaptability
amid a changing global environment. Despite
ongoing supply chain challenges and geopolitical
tensions impacting material availability, the Company
successfully managed its supply chain. Global light
vehicle production continued its recovery, fuelled by
inventory restocking throughout the year as supply
chains became more stable. As a result, global
automotive sales remained robust, supported by
stabilised supply chains and the increasing availability
of battery electric vehicles (BEVs).

The global auto sector remained focused on managing
production and inventory levels in response to regional
demand patterns, which include slower growth in
key markets. Despite facing lower demand in certain
markets, and other macroeconomic concerns in
areas such as geopolitics, government policies and
regulations, your Company maintained a steady
supply of its products, ensuring its customers must not
experience any disruptions in their production lines.

In addition to sustaining revenue growth throughout the
year, your Company advanced its business development
efforts, securing 32 new programs in Fiscal 2025,
including 4 new EV programs. As of 31^st March, 2025
your Company has 58 EV programs, with 15 in serial
production, 16 under the production ramp-up phase
and 27 set to begin serial production in Fiscal 2026 or
later, based on customer schedules. These new order
wins have expanded your Company’s 10-year net order
book by 7%, now totaling INR 242 billion.

In technology development, your Company took
significant leaps by introducing three new products.
It commercialised the In-cabin Sensor, it’s very first
product based on mmWave Radar technology, for
passenger vehicle applications. It was followed by
another product from this technology, the Zone
monitoring Sensor, for industrial applications. Later, the
Company achieved another significant breakthrough by
developing a new product using its precision forming
technology, steering bevel box. The introduction of
these products will add new revenue streams for the
Company in future.

Your Company has updated its Vision Statement last
year to expand its focus beyond the automotive sector
to broader mobility areas. Since then, the Company
have been exploring many new mobility areas to enter,
and it took a significant step in this direction during this
year by signing an agreement to acquire the Railway
Equipment Division of Escorts Kubota Limited, marking
an entry into the railway sector. Railway Equipment
Division has remained a market leader in brake systems
for various types of rolling stock and has been a long¬
term partner of Indian railways and major private railway
OEMs. It is also one of the top suppliers of couplers,
suspension systems and friction products for railway
applications. India has the second-largest railway
network in Asia and the fourth-largest globally. With
the increasing capex and budgetary support from
the government for expanding the railway network,
along with the various modernisation initiatives, the
railway component market in India offers a significant
opportunity. Moreover, railway is among the greenest
and cleanest modes of transport, which aligns with our
orientation for sustainable mobility. With this acquisition,
the Company entered into the railway mobility sector
and the rapidly growing railway component market,
contributing more to greener mobility solutions.

The Company has reinforced its commitment to ESG
by publishing its third annual sustainability report this
year. In partnership with the Catch Foundation, the

Company has planted over 45,000 diverse tree species,
transforming previously barren land into a thriving
Miyawaki dense forest. Based on the proprietary scoring
algorithm, the Bluesky Sustainable Business LLP and
InGovern Research Services Pvt. Ltd. (Implementing
Agency) have assessed the CSR Programs of the
Company with an Exemplary Category of Performance
of CSR Activity. Furthermore, the introduction of a three-
stage air purification system in the Tool & Die shop has
resulted in a 98% reduction in carbon monoxide levels,
substantially enhancing worker health and safety.

There were many other significant developments for
the Company during the year. This year, for the first
time, the Company participated in a global exhibition,
CES (Consumer Electronics Show) in Las Vegas, where
it showcased a range of products that emphasise
its focus on mobility technology and demonstrated
one of the breakthrough innovations, a 180-degree
field of view short-range radar sensor. The Company
remains committed to supporting a sustainable and
technologically advanced mobility ecosystem. On
the employee satisfaction front, it once again earned
the Great Place To Work® Certification™. This coveted
recognition reinforces your Company’s standing as
one of the India’s leading automotive technology
employers. On the corporate governance side, the
Company received a Certificate of Appreciation for
Excellence in Corporate Governance from the Institute
of Company Secretaries of India (ICSI) and the CSR
Times Bronze Award. These awards are a testament to
the Company’s exemplary governance practices, which
have consistently contributed to sustainable growth,
financial success, and our reputation as a responsible
corporate entity.

For the future outlook of the industry, S&P Global
Mobility forecasts global light vehicle sales to reach

89.6 million units in the calendar year 2025 and witness
a 1.7% growth over the previous year. The auto industry
continues to navigate tariff impacts, still-high interest
rates, affordability challenges, elevated new vehicle
prices, uneven consumer confidence, energy price and
supply concerns, and risks in auto lending.

5. MANAGEMENT DISCUSSION AND
ANALYSIS

A detailed analysis of your Company’s performance is
discussed in the Management Discussion and Analysis
Report for the Financial Year 2024-25, pursuant to the
provisions of Regulation 34(2)(e) and Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), forming an
integral part of this Annual Report.

1. ACQUISITIONS, INVESTMENTS AND
OTHER CORPORATE DEVELOPMENTS

1.1 Acquisition of Escorts Kubota Limited’s Railway
Business

During the Financial Year 2024-25, your Company
entered into a Business Transfer Agreement dated

23^rd October, 2024 (BTA) read with the Amended
and Restated Business Transfer Agreement dated
10^th February, 2025 with Escorts Kubota Ltd. (Escorts)
for acquisition of its Railway Business, as a going
concern, on slump sale basis, for an enterprise value
of INR 16,000 million (Indian rupees sixteen thousand
million), subject to the terms of the BTA.

The Railway Business of Escorts has one of the
most extensive product portfolios amongst railway
component suppliers in India. It is amongst the leaders in
brakes, couplers, suspension systems, and friction and
rubber products. Additionally, it has a strong pipeline
of new products, which includes HVAC systems,
electrical control panels, vacuum evacuation systems,
and automatic plug doors. The Railways Business has a
long growth runway as new products move across the
R&D chain.

Over the last five years, it has grown revenue at 19%
CAGR and EBIT at 18% CAGR. Railway Business reported
revenue of approx. INR 9,500 million and approx. EBIT
of INR 1,790 million in the Financial Year 2023-24. The
acquisition of the Railway Business is expected to be
earnings accretive for the Company right from the first
year and offers significant growth opportunities.

In this connection, we would like to inform that the
transaction has been closed on 1^st June, 2025.

4.2 Purchase of land in Faridabad

Your Company has also entered into an agreement
with Escorts Kubota Limited (Escorts) for purchase of
plot of land measuring 33,423 (thirty three thousand
four hundred twenty three) square yards equivalent
to 27,945.885 (twenty seven thousand nine hundred
forty five point eight eight five) square meters forming
part of the industrial plot bearing no. 115 and half of
plot no. 114 located in Sector 24, Faridabad, Haryana,
adjacent to the land of Railway business of Escorts , for
total consideration of INR 1,100 million (Indian rupees
eleven hundred million), which will support the future
expansion of the business of the Company.

4.3 Investment in ClearMotion Inc.

During the Financial Year 2024-25, Comstar Automotive
USA LLC, a wholly owned subsidiary of the Company
in USA, has made an investment of USD 3,999,900,
(US dollars three million nine hundred and ninety-nine
thousand nine hundred only) in Clear Motion Inc. (“Clear
Motion”) in the form of Preferred Stock Series B .

Clear Motion is a US based company engaged into
the business of manufacturing of active suspension
systems for application in passenger vehicles.

4.4 Certification under Production-Linked Incentive
Scheme

During the Financial Year 2024-25, your Company has
received certifications for more products i.e. Traction
Motor for electric three wheelers, Hub Wheel Integrated

Motor for electric two wheelers, under the Production-
Linked Incentive (PLI) Scheme for Automobile and
Auto Component Industry in India from the Ministry of
Heavy Industries.

4.5 Inauguration and commencement of production in the
new Plant in Manesar, Haryana

During the Financial Year 2024-25, your Company has
inaugurated its new plant in Manesar (Haryana). This is
the Company’s second plant for the Driveline Business
in IMT Manesar (Haryana), which will assist in catering
to the growing demand for the driveline products of
the Company.

4.6 Inauguration of new manufacturing Plant in Mexico

During the Financial Year 2024-25, Sona BLW Edrive
Mexicana, S.A.P.I. De C.V., a wholly owned subsidiary of
the Company in Mexico, inaugurated its manufacturing
plant in the Fipasi Industrial Park, Silao, Mexico. This
strategic expansion underscores the Company’s
commitment to meeting the growing demand for high-
quality driveline solutions for Battery Electric Vehicles
(“BEVs”) in North America. The new facility specialises
in producing differential assemblies and reduction
gears meticulously designed for BEVs.

4.7 MOU with TiHAN - IIT Hyderabad for connected,
autonomous and electric technologies for Automated
Guided Vehicles (AGVs), Drones, electric vertical take¬
off and landing (EVTOLs)

During the Financial Year 2024-25, your Company has
signed a memorandum of understanding (MOU) with
NMICPS Technology Innovation Hub on Autonomous
Navigation Foundation at IIT Hyderabad (TIHAN-IITH)
at CES 2025 in Las Vegas, USA. The MOU will enable
Sona Comstar and TIHAN-IITH to co-operate, synergise
strengths and support each other in the areas of
Connected, Autonomous and Electric Technologies for
AGVs, Drones and EVTOLs.

This collaboration marks a significant milestone in
advancing groundbreaking research and development
(R&D) in autonomous vehicle technologies. With
TiHAN-IITH’s expertise in autonomous navigation
and the Company’s leadership in mobility technology
and world-class manufacturing, this partnership will
enhance innovation and facilitation of a faster transition
to future mobility applications.

4.8 Signing of MOU with the ePlane Co. to develop
powertrain for eVTOLs and Drones

During the Financial Year 2024-25, your Company has
signed a memorandum of understanding with Ubifly
Technologies Private Limited (The ePlane Co.) at
Chennai for enabling Sona Comstar and The ePlane
Co. to co-operate in the areas of eVTOLs and Drones.
The parties will collaborate on the development
of powertrains for eVTOLs and Drones, including

gearboxes, motors, inverters, and related components
and systems.

The Urban Air Mobility Space in India is poised to
launch several eVTOLs in the coming years. The ePlane
Co. is a pioneer in the field of eVTOLs with several
used cases including Air Ambulances, Charter Flights
and Aerial Cargo. Its recent approval from DGCA puts
them in the forefront of indigenous private companies.
Your Company is a global leader in mobility space
with a strong focus on EPIC technologies and proven
capabilities in electric powertrains including Motor,
Inverter and Gearbox.

This collaboration is aimed to strengthen the partnership
between the two companies and pave a way for deeper
engagement in the upcoming eVTOL and Drone
programs, and deliver truly “Made in India” products.

4.9 Re-classification of Singapore VII Topco III Pte. Ltd.
from Promoter to Public category

During the year under review, your Company has
received a request from Singapore VII Topco III Pte.
Ltd (Singapore VII) under Regulation 31A of the Listing
Regulations, for re-classification of Singapore VII from
“Promoter” to “Public” category.

The Board of Directors of the Company in their meeting
held on 23^rd January, 2025, considered and approved
the request made by Singapore VII and the Company
has taken the requisite action by submitting the re¬
classification application with the stock exchanges for
its approval under the Listing Regulations.

The Company has received no objection confirmation
from both the stock exchange(s) i.e. BSE Ltd. and
National Stock Exchange of India Limited (NSE), for re¬
classification of Singapore VII from Promoter to Public
category and the intimation of the same was filed with
both the stock exchange(s) on 3^rd March, 2025.

5. SUBSIDIARIES AND ASSOCIATES

As on 31^st March, 2025, the Company has 6 (six) directly
held subsidiaries, 9 (nine) step-down subsidiaries and
2 (two) associate companies, the details of which are
enumerated in Form MGT-7, which is available on the
website of the Company at https://sonacomstar.com/
investor/annual-reports-and-returns.

Pursuant to Section 129(3) of the Companies Act, 2013
(Act), the Company has prepared the consolidated
financial statements, which forms part of this Annual
Report. Further, a separate statement containing salient
features of Financial Statements of all subsidiaries and
associates has been enumerated/shown in Form AOC-1,
which forms part of this Report.

In accordance with Section 136 of the Act, the Audited
Financial Statements, including the Consolidated
Financial Statements and related information of the
Company and Audited Financial Statements of each
of its subsidiaries, are available on the website of

the Company at https://sonacomstar.com/investor/
subsidiary-companies-financial-statements

Your Company does not have any material subsidiary as
of 31^st March, 2025.

The policy for determining material subsidiaries framed
in accordance with the provisions of the applicable
laws and amendments thereof, as approved by the
Board, is uploaded on the Company’s website and can
be accessed at https://sonacomstar.com/flles/policv/
policy-fo r-determining-material-subsidiaries-policy-
f3dEtf.pdf

>. TRANSFER TO RESERVES

The Board of Directors of the Company do not propose
to transfer any amount to reserves.

'. DIVIDEND

The Board of Directors at their meeting held on 30^th
April, 2025 have recommended the payment of INR
1.60 (One Indian rupee and sixty paisa only) per equity
share of Company having face value of INR 10/- (Indian
rupees ten only) each as final dividend for the financial
year ended on 31^st March, 2025. The payment of final
dividend is subject to the approval of the shareholders
at the ensuing Annual General Meeting of the Company.

During the year under review, the Board of Directors
of the Company at their meeting held on 23^rd January,
2025 has declared an interim dividend of INR 1.60 (One
Indian rupee and sixty paisa only) per equity share
of the Company having face value of INR 10/- (Indian
rupees ten only) each. The interim dividend was paid to
the shareholders on 15^th February, 2025.

The total dividend for the Financial Year 2024-25,
including the proposed final dividend, amounts to INR
3.20 (Three Indian rupee and twenty paise) per equity
share of INR 10/- (Indian rupees ten only) each of the
Company and the tabular representation of the dividend
recommended / declared for the financial year under
review and the previous financial year are as follows:

*The Board has recommended final dividend of INR 1.60 for
Financial Year 2024-2025 to the shareholders of the Company for
their approval in the ensuing AGM of the Company.

In view of the changes made under the Income Tax
Act, 1961, by the Finance Act, 2020, dividend paid
or distributed by the Company shall be taxable in the
hands of the shareholders. The Company, accordingly,
makes the payment of the final dividend after deduction
of tax at source, as applicable.

The abovesaid dividend declared is in accordance with
the Dividend Distribution Policy of the Company.

The Dividend Distribution Policy containing the
requirements mentioned in Regulation 43A of the
Listing Regulations and the same is available on the
Company’s website at https://sonacomstar.com/flles/
policv/dividend-distribution-policv-policv-oW38wX.pdf

8. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND

During the year under review, no amount was required to
be transferred to the Investor Education and Protection
Fund by the Company.

9. CHANGE IN SHARE CAPITAL OF THE
COMPANY

9.1 Fund raising through Qualified Institutions Placement

During the financial year under review, your Company
made a Qualified Institutions Placement (QIP) of INR
24,000 million (Indian rupees twenty four thousand
million) by issuing 34,782,608 (Thirty-four million seven
hundred eighty-two thousand six hundred eight only)
equity shares to Qualified Institutional Buyers (QIBs) at
an issue price of INR 690 (Indian rupees six hundred
and ninety) per equity share, including a premium of Rs
680 (Indian rupees six hundred and eighty) per equity
share, in compliance with the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 (SEBI
ICDR Regulations), the Act and other applications laws.

The net proceeds from the QIP shall be utilised for the
objects of the Company as specified below and have
been clearly stated in the placement document and
notice seeking shareholder’s approval as well:

a. Repayment / pre-payment, in full or in part,
of certain outstanding borrowings availed by
our Company;

b. Payment of balance consideration in relation to the
acquisition of Novelic;

c. Pursue strategic investments and organic and
inorganic growth opportunities;

d. Purchase of fixed assets, including, equipment
and machinery;

e. General corporate purposes.

Details of utilisation of funds of QIP

Pursuant to the provisions of regulation 32 of the Listing
Regulations, the Company obtains monitoring agency
report on the utilisation of the net proceeds of the QIP
on a quarterly basis and places the said report before
the Audit Committee and Board of Directors in their
respective quarterly meetings. The monitoring agency
report and statement of deviation/variation report are

filed with the stock exchange(s) and uploaded on the
website of the Company on a quarterly basis.

Details on the utilisation of funds raised through QIP
during the financial year is mentioned in the quarterly
Statement of Deviation or Variation Report uploaded
on the website at https://sonacomstar.com/investor/
statement-of-deviation-or-variation

9.2 Employee Stock Option Plan (ESOP) Allotment

As on the date of this report and during the year under
review, your Company has allotted 487,589 (Four
hundred and eighty-seven thousands five hundred
eighty nine only) equity shares of the Company having
face value of INR 10 /- (Indian rupees ten only) each fully
paid up, to the eligible employees of the Company upon
exercise of vested options, as granted to them, under
the Sona BLW Precision Forgings Limited -Employee
Stock Option Scheme 2020 (ESOP Scheme-2020)
and Employee Stock Option Scheme 2020 (ESOP
Scheme-2023).

As a result of above allotment of equity shares under QIP
and upon exercise of ESOPs, the paid-up share capital
of the Company increased from INR 5,864,477,780
(Indian rupees five billion eight hundred sixty-four
million four hundred seventy seven thousand seven
hundred eighty only) consisting of 586,447,778 (Five
hundred eighty-six million forty four hundred seven
thousand seven hundred seventy eight only) to INR
6,217,179,750 (Indian rupees six billion two hundred
seventeen million one hundred seventy nine thousands
seven hundred fifty only ) consisting of 621,717,975 (Six
hundred twenty one million seven hundred seventeen
thousands nine hundred seventy five only) equity
shares having face value of Rs. 10/ - each fully paid-up.
The Equity Shares issued under ESOP Scheme -2020
and ESOP Scheme -2023 shall rank pari-passu with
the existing equity shares of the Company including
dividend entitlement.

During the year under review, your Company has not
issued any sweat equity shares or equity shares with
differential rights as to dividend, voting or otherwise.

10. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no
change in the nature of Company’s business.

11. CORPORATE GOVERNANCE

Your Company continues to benchmark its governance
framework and practices against the highest standards
of industrial excellence including national as well as
international benchmarks for corporate governance.
This approach reflects the Company’s core value
system, which is deeply embedded in its organisational
culture, ethical compliance and relationships with
stakeholders, including shareholders, employees,
customers, regulators, and the community at large.

In pursuit of excellence, your Company remains
unwavering in its commitment to adopting and
maintaining the highest standards of corporate
governance. These standards are aligned with the
provisions of the Act, the rules made thereunder, and
the guidelines issued by the Securities and Exchange
Board of India (SEBI), particularly under the Listing
Regulations, as amended from time to time. Your
Company recognises that robust corporate governance
is fundamental to the effective management of its
business, ensuring transparency, accountability, and
the creation of long-term value for its stakeholders.

As a recognition of its continued efforts towards
fostering exemplary governance standards, your
Company was conferred with the “Certificate of
Appreciation for Excellence in Corporate Governance”
by the Institute of Company Secretaries of India (ICSI)
during the financial year under review. This prestigious
accolade stands as a testament to the Company’s
steadfast adherence to ethical practices, compliance
with regulatory frameworks, and commitment to the
principles of good governance.

The report on the Corporate Governance as stipulated
in Regulation 34 of the Listing Regulation along with
a Certificate from the Practicing Company Secretary
regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the
Listing Regulations forms part of this Annual Report as

Annexure-A.

The Certificate on Corporate Governance of the
Company obtained from M/s. PI & Associates, firm of
Practising Company Secretaries, as required under the
Listing Regulation is attached as Annexure -B.

12. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

12.1 Board Diversity

Your Company recognises the benefits of having a
diverse Board and considers increasing diversity at
Board level as an essential element in maintaining
a competitive advantage. Your Company believes
that a truly diverse Board will leverage differences
in thought, perspective, knowledge, skill, regional
and industry experience, cultural and geographical
background, age, race and gender, which will ensure
that the Company retains its competitive advantage
and contribute towards driving business results, make
corporate governance more effective, enhance quality
and responsible decision-making capability, ensure
sustainable development and enhance the reputation
of the Company.

The Policy to promote Diversity on the Board of
Directors (Diversity Policy) adopted by the Board, in
compliance with Regulation 19(4) read with Part D of

the Schedule II of the Listing Regulations, sets out its
approach to diversity.

The Board Diversity Policy is available on the website of
the Company at https://sonacomstar.com/policies-and- |
codes

2.2 Board of Directors

As on 31^st March, 2025, the Board comprised of 9
(nine) directors, including 6 (six) independent directors
(including 2 (two) women independent directors), 2
(two) executive directors, and 1 (one) non-executive
director. The brief profile of each director is available
on the website of the Company at https://sonacomstar.
com/board-of-directors

The Board holds the opinion that the Independent
Directors of the Company (including those appointed
during the year) possesses requisite qualifications,
experience, expertise, proficiency and holds highest
standards of integrity. In terms of the requirements
under the Listing Regulations, the Board has identified
key skills, expertise and core competencies required
for appointment of director on the Board, including
Independent Directors, details of which are provided as
part of the Corporate Governance Report forming part
of this Report.

2.3 Appointment of Directors

During the period under review, the composition of
the Board of Directors of your Company changed
to strengthen its governance framework, diversity,
expertise and enhance its strategic oversight
capabilities. The restructuring of the Board was
undertaken in compliance with the provisions of
the Act, the Listing Regulations, and based on the
recommendations of the Nomination and Remuneration
Committee (NRC) and consequent approval of the Board
thereon, the details of the same are specified below:

a. Appointment of Mr. Pradip Manilal Kanakia (DIN:
00770347) as an Independent Director of the w.e.f.

1^st July, 2024 for a period of 5 (five) consecutive
years. Also, being an expert in accounting,
auditing and financial, he was also appointed
as Chairperson of Audit Committee w.e.f. 5^th
July, 2024.

Mr. Kanakia is a dual qualified Chartered
Accountant of both in England & Wales and India
and he has held leadership positions with Price
Waterhouse and KPMG. He possesses requisite
skills and expertise in accounting, auditing,
reporting, strategy, transformation, performance
management, systems and processes and
controls, compliance and governance.

b. Appointment of Mr. Karamendra Daulet Singh
(DIN:00110827), as an Independent Director of

the Company w.e.f. from 24^th October, 2024 for a
period of 5 (five) consecutive years.

Mr. Karamendra is a dual-qualified lawyer, qualified
to practice both in England and India. He possesses
requisite skills and core expertise, amongst others,
include cross border transactions and Mergers
and Acquisitions and have an in-depth knowledge
with respect to various corporate related matters,
including regulatory and taxation frameworks.

c. Appointment of Mr. Vineet Mittal (DIN:00058552),
as an Independent Director of the Company w.e.f.
from 24^th January, 2025 for a period of 5 (five)
consecutive years.

Mr. Mittal, a distinguished alumnus of Harvard
Business School, is a serial entrepreneur known for
his remarkable success in the fields of Information
Technology (IT) services and Green Energy. He
possesses requisite skills and expertise in the
field of Sustainability, Regulatory Compliance
and Stakeholders Management, Information
Technologies/Cyber Security, Corporate
Governance, and Risk Management.

d. Appointment of Mr. Vikram Verma Vadapalli
(DIN:03631259), as a Whole Time Director in the
Company w.e.f. from 24^th January, 2025 for a
period of 3 (three) consecutive years.

Mr. Verma holds bachelor’s degree in technology in
mechanical engineering from Karnataka Regional
Engineering College, Surathkal (now renamed
as National Institute of Technology, Surathkal),
and brings with him more than 40 years of rich
experience in organisational strategy, new product
development, business development, strategic
procurement, operations, and people development
in the automotive industry. Mr. Verma has been
associated with Sona Group for more than 35 years.
He joined the Company in 2007 as Chief Engineer
(Projects). Prior to this, Mr. Verma was leading the
plant operations at JTEKT India Limited (Formerly
known as Sona Koyo Steering Systems.) Later, in
2011, Mr. Verma was appointed as an Executive
Director and CEO of the Company. In 2019, after
the acquisition of Comstar, the erstwhile business
of the Company was rechristened as ‘Driveline
Business’, and Mr. Verma was appointed as CEO of
Driveline Business.

The appointment of Mr. Pradip M Kanakia,
Mr. Karam Daulet Singh, Mr. Vineet Mittal and
Mr. Vikram Verma Vadapalli as the Directors of
the Company for the term as mentioned above
was subsequently approved by the shareholders
of the Company through the resolutions passed
with the requisite majority by way of postal ballot
via remote e-voting on 30^th August, 2024, 29^th
November, 2024, and 28^th February, 2025 (for both
Mr. Vikram Verma Vadapalli and Mr. Vineet Mittal),
respectively. Details of the same are provided in

the Report of Corporate Governance, forming part
of this Annual Report.

12.4 Re-appointment of Independent Directors

a. The NRC, based on the performance evaluation
of Mrs. Shradha Suri and taking into account the
external business environment, the business
knowledge, acumen, experience, more than 87%
attendance in the Board’s meetings held during
her tenure, her association with the automobile
industry and association with ACMA and CII and
the substantial contribution made by Mrs. Suri
during her tenure, has recommended to the Board
that the continued association of Mrs. Shradha Suri
as an Independent Director would be beneficial to
the Company.

Based on the above and her performance
evaluation, the Board at its meeting held on 30^th
April, 2025 has recommended the re-appointment
of Mrs. Shradha Suri as an Independent Director
to the shareholders for the second consecutive
term of 5 (five) years commencing from 5^th August,

2025 to 4^th August, 2030. The Company has
received the requisite notice from a member in
writing proposing her candidature for appointment
as an Independent Director under section 160 of
the Act. The notice is available on the website of
the Company at https://sonacomstar.com/investor/
notice-of-candidature.

b. The NRC, based on the performance evaluation of
Mr. Jeffrey Mark Overly and taking into account his
expertise, 100% attendance in the Board and its
Committee meetings and substantial contribution
made by him during despite being in different time
zone his tenure, has recommended to the Board
that the continued association of Mr. Jeffrey as
an Independent Director would be beneficial to
the Company.

Based on the above and his performance
evaluation, the Board at its meeting held on 30^th
April, 2025 has recommended the re-appointment
of Mr. Jeffrey as an Independent Director for the
second consecutive term of 5 (five) years to the
shareholders commencing from 12^th February,

2026 to 11^th February, 2031. The Company has
received the requisite Notice from a member in
writing proposing his candidature for appointment
as an Independent Director under section 160 of
the Act. The notice is available on the website of
the Company at https://sonacomstar.com/investor/
notice-of-candidature.

Mrs. Shradha Suri and Mr. Jeffrey Mark Overly have
confirmed that they are not disqualified from being
appointed as Independent Directors of the Company
under the Act and the Listing Regulations. They have
also submitted their written consent to act as directors
of the Company in accordance with the provisions of
Act and rules made thereunder.

In compliance with the applicable provisions of the Act
and the Listing Regulations, each of the directors has
disclosed their interest in other entities and related
parties, which were duly noted by the Board of Directors.

The proposed appointments are in consonance with
all the statutory and regulatory requirements, and
the requisite documentation and filings have been
completed as mandated under the Act and the Listing
Regulations. As per the provisions of the Act, the
Independent Directors are not liable to retire by rotation.

The brief profiles of all the directors are also available
on the Company’s website at https://sonacomstar.com/
board-of-directors.

12.5 Retirement/Resignation of Directors

During the financial year under review, following
directors of the Company have retired/resigned from
the Company:

a. Mr. B.V.R Subbu (DIN: 00289721), Independent
Director of the Company retired w.e.f. 4^th July, 2024
due to completion of his tenure as Independent
Director of the Company.

b. Resignation of Mr. Prasan Abhaykumar Firodia
(DIN: 00029664), Independent Director of the
Company, w.e.f. 23^rd October, 2024, due to his
increased professional and personal commitments.

c. Resignation of Mr. Amit Dixit (DIN: 01798942),
Nominee and Non-Executive Director of the
Company w.e.f. 11^th December, 2024, as per
the requirement of regulation 31A of the Listing
Regulations for re-classification of Singapore VII
Topco III Pte. Ltd. from promoter to public category.

In compliance with the Listing Regulations, Mr. Prasan
Abhaykumar Firodia and Mr. Amit Dixit confirmed that
there are no other material reasons other than those
provided in their resignation letter, which were filed with
the stock exchanges and uploaded on the website of
the Company.

12.6 Retirement by rotation and subsequent re¬
appointment

Mr. Vivek Vikram Singh (DIN: 07698495), Managing
Director & Group CEO of the Company is liable to retire
by rotation at the ensuing AGM and being eligible has
offered his candidature for re-appointment.

Brief resume, nature of expertise, and disclosures as
stipulated under Secretarial Standard 2 and Regulation

36 of the Listing Regulations, is appended as an
Annexure to the Notice of the ensuing AGM.

12.7 Demise of Mr. Sunjay Kapur, Non-Executive Chairman

The Board is deeply saddened by the untimely passing
of Mr. Sunjay Kapur, Non-Executive Chairman of the
Board on 12^th June, 2025 and expressed its thoughts
and condolences with the family of Mr. Kapur at this
time of grief. The visionary leadership, unwavering
commitment, and exemplary guidance of Mr. Kapur has
left an indelible mark on the Board and Company.

Throughout his tenure, Mr. Kapur was instrumental in
steering the Company through significant milestones.
His strategic insights and ethical values served as the
foundation of corporate governance and set the course
for sustained growth and innovation for the Company.

Beyond his professional accomplishments, Mr. Kapur
will be remembered for his humility, integrity, and
ability to inspire those around him. His contribution to
the Company and the automotive industry community
is immeasurable.

may his soul rest in eternal peace!

In recognition of his unparalleled contributions and
enduring impact, the Board of Directors in its meeting
held on 23^rd June, 2025 designated Late Mr. Sunjay Kapur
as ‘Chairman Emeritus’ of the Company posthumously.

12.8 Appointment of Mr. Jeffrey Mark Overly, as
Chairperson of the Company.

The Board of Directors of the Company appointed
Mr. Jeffrey Mark Overly, Independent Director
(DIN:09041143), as the Chairperson of the Board of
Directors of the Company w.e.f. 23^rd June, 2025.

Mr. Overly has been on the Board of the Company for
almost 5 years now and has an excellent attendance
record attending all the Board and Committees meetings
held during his tenure, contributing significantly to the
deliberations and decision making of the Board and
its committees.

12.9 Appointment of Mrs. Priya Sachdev Kapur as a Non¬
Executive Director

The Board of Directors, on the recommendation of
the Nomination and Remuneration Committee (NRC),
has approved the appointment of Mrs. Priya Sachdev

Kapur (DIN: 02406685), as an Additional Non-Executive
Director of the Company, w.e.f. 23^rd June, 2025, subject
to approval of the shareholders of the Company.

12.10 Key Managerial Personnel

As on 31^st March, 2025, the key managerial personnel
(“KMP”) of the Company as per Section 2(51) and
Section 203 of the Act are as follows:

*Mr. Vikram Verma Vadapalli was appointed as KMP of the
Company w.e.f. 24^th January, 2025.

13. DECLARATION BY INDEPENDENT
DIRECTORS

Your Company has, inter-alia, received requisite
declarations from all the Independent Directors
confirming that they:

- meet the criteria of independence as prescribed
under the Section 149(6) of the Act read with Rule 5
of the Companies (Appointment and Qualification
of Directors) Rules, 2014, and Regulation 16(1)
(b) of the Listing Regulations. There has been no
change in the circumstances affecting their status
as Independent Directors of the Company.

- have complied with the Code of Conduct for Board
of Directors and Senior Management Personnel
(“Code”) of the Company during the Financial Year
2024-25.

The Board of Directors of the Company have taken on
record the declarations and confirmation submitted by
the Independent Directors.

None of the directors of the Company are disqualified
from being appointed as Directors under Section
164(1) and 164(2) of the Act read with Rule 14(1)
of the Companies (Appointment and Qualification
of Directors) Rules, 2014 (including any statutory
modification(s) and/or re-enactment(s) thereof for the
time being in force) or are debarred or disqualified by
SEBI, Ministry of Corporate Affairs (MCA) or any other
such statutory authority.

The Independent Directors are also required to
undertake an online proficiency self-assessment test
conducted by IICA within a period of 2 (two) years from
the date of inclusion of their names in the data bank,
unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are
exempted from the requirement of undertaking the
online self-assessment test, except Mr. Pradip Manilal
Kanakia, who has successfully completed the online
proficiency self-assessment test.

The Company has received a certificate from M/s. PI &
Associates, a firm of Company Secretaries in Practice,
certified that none of the Directors on the Board of
the Company have been debarred or disqualified
from being appointed or continuing as Directors of
companies by SEBI/Ministry of Corporate Affairs or any
such statutory authority, the Certificate is attached as
Annexure - C to this Annual Report.

Lead Independent Director

Mr. Jeffrey Mark Overly, Independent Director,
Chairman of the Board and Chairman of Nomination
and Remuneration Committee, Risk Management
Committee and Environment, Social and Governance
Committee was appointed as the Lead Independent
Director by the Board of the Company effective from
5^th July, 2024 in place of Mr. B.V.R. Subbu post his
retirement from the Board of the Company. The role and
responsibilities of the Lead Independent Director are
provided in the Corporate Governance Report forming
part of this Annual Report.

14. REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT

The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management is in accordance
with the Nomination and Remuneration Policy of the
Company formulated in accordance with Section 178
of the Act and Regulation 19 read with Schedule II of
the Listing Regulations. Further, details of the same are
given in the Corporate Governance Report, which forms
part of this Annual Report.

The Managing Director and Group CEO and the Whole
Time Director of the Company have not received any
remuneration or commission from any of the subsidiary
companies. The Company does not have any holding
company as of 31^st March, 2025.

Singapore VII Topco III Pte. Ltd. (Singapore Topco),
the erstwhile holding company and earlier one of the
promoter of the Company had adopted an exit return
incentive plan (“ERI Plan”) pursuant to which Singapore
Topco has rewarded certain identified employees of the
Company and/or its subsidiaries (including each of Key
Managerial Personnel and Executive Director(s) who
are not promoters of the Company) with cash rewards
based on certain disposition event(s) in relation to its
interest in the Company. These cash rewards have been
paid to such employees entirely by Singapore Topco
(without any recourse or liability to the Company).

None of the promoters, directors of the Company,
having significant influence, is beneficiary of the ERI

Plan. The Board of Directors and Shareholders of the
Company had approved the ERI Plan, in their respective
meeting held on 6^th August, 2021 and 9^th September,
2021, respectively, in compliance with regulation 26(6)
of the Listing Regulations. Accordingly, during the
Financial Year 2024-25, Singapore Topco paid part of
cash rewards to the identified employees (including
the Whole Time Director, Managing Director and Group
CEO) of the Company. The intimation for the same was
also filed with the stock exchanges and website of
the Company.

The Remuneration Policy of the Company is available
on the website of the Company at https://sonacomstar.
com/policies-and-codes

15. DISCLOSURE UNDER RULE 5(1) AND 5(2)
OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The percentage increase in remuneration, ratio of
remuneration of each director and key managerial
personnel (“KMP”) to the median of employees’
remuneration, as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, are provided in a separate Annexure - D1 forming
part of this Annual Report.

The statement containing the names of top 10 (ten)
employees in terms of remuneration drawn and the
particulars of employees as required under section
197(12) of the Act read with rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached as
Annexure- D2, forming part of this Annual Report.

16. BOARD EVALUATION

Based on the recommendation of the Nomination and
Remuneration Committee (“NRC”), your Company has
adopted the Policy for Evaluation of the Performance
of the Board of Directors, which was duly approved by
the Board of Directors. In terms of the requirements
of the Act and the Listing Regulations read with the
Guidance note on Performance Evaluation” issued by
the SEBI on 5^th January, 2017, the Board has carried
out an annual evaluation of its own performance and
that of its committees as well as the performance of its
Chairperson and individual directors. The Nomination
and Remuneration Committee (NRC) also carried out
the performance evaluation of individual directors.

The Independent Directors also carried out performance
evaluation of non-independent directors, board as a
whole and Chairperson of the Board taking into view of
executive and non-executive directors of the Company.

The detailed elaboration of the above performance
evaluation has been specified under the Corporate
Governance Report attached as Annexure - A of
this report.

17. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company has designed a Familiarisation Programme
for its Independent Directors, which is imparted at the
time of the appointment of an Independent Director on
the Board as well as during the year. The Programme
aims to provide insights into the Company to enable
the Independent Directors to understand its business
in depth and to assist them in performing their role as
Independent Directors of the Company.

The familiarisation programme inter alia, includes
briefing on:

a. role, responsibilities, duties and obligations as a
member of the Board.

b. corporate presentation explaining the business
and business model of the Company.

c. technology roadmap.

d. matters relating to governance.

Through one-to-one interaction with the senior
management, the new independent directors are
acquainted to the company’s business, industry, and
key policies followed by site visits to company facilities.

Independent directors receive regular updates on
the company’s performance, strategic initiatives, and
industry trends. Your Company has also organised
training sessions on ethical compliance comprising
of Prevention of Money Laundering Act, 2002 and
Anti-Bribery & Corruption Policy, Governance & Trade
Embargo, Corporate Governance, Anti-Trust Issues,
Regulatory Updates, and other relevant topics. These
sessions ensure that independent directors are aware
of their roles, rights, and responsibilities as specified in
various provisions of the applicable laws.

Further, participation in board and committees
meetings allows independent directors to engage with
the company’s operations and contribute to strategic
discussions including update on performance, financial
update, operational update, technology update, ESG
update, business development update.

The details of the training and familiarisation program
are provided in the Corporate Governance Report
and is also available on the website of the Company
at https://sonacomstar.com/files/policy/familiarisation-
programme- policv-0zjWbw.pdf .

Further, at the time of appointment as an independent
director, the Company issues a formal letter of
appointment outlining his / her role, function, duties
and responsibilities as enumerated under various
provisions of applicable laws. The draft format of the
letter of appointment is available on our website, at
https://sonacomstar.com/investor/appointment-re-
appointment-of-independent-directors.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any
statutory modification(s) and/or re-enactment(s) thereof
for the time being in force), the Directors of the Company
state that:

i. in the preparation of the annual accounts for the
financial year ended on 31^st March, 2025, the
applicable accounting standards were followed,
and there are no material departures from
the same;

ii. the Directors have selected such accounting
policies and applied them consistently and made
judgements 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^st March,
2025 and of the profits of the Company for the
financial year ended on 31^st March, 2025;

iii. proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding the assets of your Company
and for preventing and detecting fraud and
other irregularities;

iv. the annual accounts for the financial year ended
on 31^st March, 2025, have been prepared on a
going concern basis;

v. proper internal financial controls as laid down by
the Directors were followed and that such internal
financial controls are adequate and operating
effectively; and

vi. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

19. DISCLOSURE ON COMPANY’S POLICY
ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AS PER SECTION 178 OF
THE ACT

The remuneration policy for directors, key managerial
personnel, senior management personnel and other
employees (NRC Policy) of the Company was adopted
by the Board based on the recommendation of the
Nomination & Remuneration Committee (NRC). The
NRC Policy sets out detailed procedure of appointment
along with the criteria to pay equitable remuneration
to the Directors, KMP and other employees of the
Company and to harmonise the aspirations of human
resources with the goals of the Company.

While formulating NRC Policy relating to the
remuneration of the directors, key managerial personnel
and other employee, the Board has ensured that:

a) the level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the
Company successfully;

b) relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and

c) remuneration of the directors, key managerial
personnel and senior management involves a
balance between fixed and incentive pay reflecting
short and long-term performance objectives
appropriate to the working of the company and
its goals.

The salient features of the NRC Policy of the Company
are as follows:

a) The NRC shall consider the ethical standards of
integrity and probity, qualification, expertise and
experience of the person for appointment as
Director, KMP and accordingly recommend to the
Board his/her appointment to the Board.

b) The NRC shall consider qualifications and
appointment for Independent Directors as per the
provisions of the Act.

c) The Company shall ensure that the person
appointed as Director/ Independent Director
is not disqualified under the Act, and rules
made thereunder.

d) The Director/ Independent Director/ KMP/SMP
shall be appointed as per the procedure laid down
under the provisions of the Act, and rules made
there under, or any other enactment for the time
being in force.

e) The term/ tenure of the Directors shall be governed
as per provisions of the Act and the Rules made
thereunder, the SEBI Regulations and such other
applicable laws, as may, be amended, replaced,
substituted, re-enacted from time to time.

f) In case of re-appointment of Director(s), the Board
shall take into consideration, the performance
evaluation of director, engagement of the director
and contribution in the deliberations of the Board.

This Policy is available on the website of the
Company at https://sonacomstar.com/policies-
and-codes

20. EMPLOYEE STOCK OPTION SCHEMES

a. SONA BLW PRECISION FORGINGS LIMITED-
EMPLOYEE STOCK OPTION SCHEME-2020

In terms of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 as amended, from time
to time, the Nomination and Remuneration Committee
of the Board of Directors administer and monitor “Sona
BLW Precision Forgings Limited-Employee Stock Option
Scheme-2020” (ESOP Scheme-2020) of your Company.

The Nomination and Remuneration Committee has
been designated as the Compensation Committee
under the ESOP Scheme-2020. During the period under
review, a total of 24,704 (Twenty-four thousand seven
hundred and four only) equity shares of the Company

having face value of INR 10 /- (Indian rupees ten only)
each fully paid up, were allotted pursuant to exercise
of options by the employees of the Company under the
ESOP Scheme-2020. The last and final vesting under
the ESOP Scheme-2020 occurred on 1^st October, 2023.

b. SONA BLW PRECISION FORGINGS LIMITED-
EMPLOYEE STOCK OPTION PLAN-2023 (ESOP
SCHEME- 2023)

The shareholders of the Company has approved the
ESOP Scheme-2023 in their 27^th Annual General
Meeting held on 19^th July, 2023 and have authorised
Nomination & Remuneration Committee (“NRC”)
of the Board of the Company for administration,
implementation and grant of Options under the ESOP
Scheme- 2023.

During the period under review, a total of 462,885 (Four
hundred and sixty-two thousand eight hundred and
eighty-five only) equity shares of the Company having
face value of INR 10 /- (Indian rupees ten only) each fully
paid up were allotted pursuant to exercise of options
by the employees of the Company under the ESOP
Scheme-2023.

Pursuant to amendments in the regulation 46 of
the Listing Regulations, the ESOP Scheme - 2023 is
available on the website of the Company at https://
sonacomstar.com/investor/employee-benefit-scheme

The required disclosures under the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(“SEBI SBEB Regulations”) with regard to the ESOP
Scheme - 2020 and ESOP Scheme -2023 are available
on the Company’s website at https://sonacomstar.com/
investor/annual-reports-and-returns

The Company has received a certificate from M/s. PI
& Associates, Secretarial Auditors of the Company as
required under Regulation 13 of the SEBI (SBEB)
Regulations, confirming the implementation of ESOP
Scheme-2020 and ESOP Scheme -2023 in accordance
with the SEBI (SBEB) Regulations. The Certificate is
available for inspection during the AGM of the Company.

21. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS MADE UNDER SECTION
186 OF THE ACT

Pursuant to Section 186 of the Act, disclosure on
particulars relating to loans, advances, guarantees
and investments form part of the standalone financial
statements provided in Note No. 42 to the standalone
financial statements of the Company.

22. DIVIDEND DISTRIBUTION POLICY

The Company has formulated and published a
Dividend Distribution Policy, which provides for
the parameters to be considered for declaring/
recommending dividend, circumstances under which
the shareholders may, or may, not expect dividend. The
policy is available on the website of the Company at
https://sonacomstar.com/files/policy/dividend-
distribution-policv-policv-oW38wX.pdf

23. SUCCESSION PLANNING

The Company has implemented a well-structured
succession planning for the Board members and Senior
Management and key employees of the Company.
The Nomination and Remuneration Committee plays a
pivotal role in identifying successors to the members
of the Senior Management and invests substantial
time with the Managing Director & Group CEO on
succession planning.

The Company has a succession planning policy in place
which intends to achieve the following:

• The business of the Company is not affected
on account of interruptions caused due to
superannuation or voluntary retirement or
resignation or death or permanent incapacitation
or sudden exit of any member of the Board,
Executive Directors, Senior Management and
other key employees covered under this Policy;

• To identify and create a talent pool of high
potential personnel, who can be considered for
appointment at the Board, Executive Directors,
Senior Management and other critical positions
and to groom them to assume such roles in the
Company, whenever the need arises;

• To ensure timely and high-quality replacements
for those personnel who are currently holding
positions as above said.

The succession planning policy of the Company as
approved by the Board of Directors of the Company
is available on the website of the Company at
https://sonacomstar.com/files/policy/succession-
planninq-policv-policv-SYOpD5.pdf

24. DEPOSITS

During the year under review, the Company has not
accepted any deposit within the meaning of Sections 73
and 74 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014.

25. MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments
affecting the financial position of the Company, which
have occurred between the end of the Financial Year
2024-25 and the date of this Annual Report.

26. RELATED PARTY TRANSACTIONS

The Company has in place a process for approval
of related party transactions and on dealings with
related parties.

Transactions with related parties were reviewed and
approved by the independent directors of the Audit
Committee of the Company and are in accordance with

the Policy on Related Party Transactions, formulated
and adopted by the Company in accordance with the
applicable laws. An omnibus approval from the Audit
Committee is obtained for the repetitive related party
transactions at the beginning of every financial year.

During the year under review, the Audit Committee has
reviewed and accorded its approval/ratification on the
related party transactions to be entered in the Financial
Year 2025-26 in line with the requirements of SEBI
circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/18
dated 14^th February, 2025 on “Industry Standards on
Minimum information to be provided for review of the
audit committee and shareholders.”

The Board of Directors, during the year under review,
has amended the Policy on Related Party Transactions
as required under the Listing Regulations, which is
available on the website of the Company at https://
sonacomstar.com/policies-and-codes

All contracts/arrangements/transactions entered into
by the Company during the year under review with
related parties were in the ordinary course of business
and on arm’s length basis in terms of provisions of the
Act. Further, there are no contracts or arrangements
entered into under Section 188(1) of the Act, hence
no justification have been separately provided in
that regard.

The details of the related party transactions as per
Indian Accounting Standards (IND AS) - 24 are set out
in Note No. 36 to the standalone financial statements of
the Company.

The Company in terms of Regulation 23(9) of the
Listing Regulations have disclosed the statement of
related party transactions on a consolidated basis for
the half year ended on 30^th September, 2024 and 31^st
March, 2025 to the Stock Exchanges and website of
the Company at https://sonacomstar.com/investor/
financial-information

During the year under review, there were no transactions
for which consent of the Board was required to be taken
in terms of Section 188(1) of the Act and accordingly,
no disclosure is required in respect of the related party
transactions in Form AOC-2 under Section 134(3)(h) of
the Act and rules framed thereunder.

Further, there were no material related party transactions
in terms of the Listing Regulations requiring approval of
the Members during the year under review.

!7. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 8 (eight) meetings of
the Board of Directors were held. The details of the
meetings of the Board of Directors held and attended by
the Board of Directors during the Financial Year 2024¬
25 has been elaborated in the Corporate Governance
Report which forms the part of this Annual Report.

The Board of Directors met quarterly and the gap
intervening between 2 (two) meetings was within the time
prescribed under the Act and the Listing Regulations.

The details and attendance of meetings of the Board, its
committees and Annual General Meeting are mentioned
in the Corporate Governance Report, which forms part
of this Annual Report.

28. AUDITORS AND AUDIT REPORT

a. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act,
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company at their meeting held on 30^th
April, 2024, on the recommendation made by the Audit
Committee, has appointed M/s PI & Associates (CP Firm
Registration No. P2014UP035400), as the Secretarial
Auditors of the Company to undertake the Secretarial
Audit for Financial Year 2024-25, based on consent
received from M/s. PI & Associates.

As a matter of good corporate governance, the
Company voluntarily follows the practice of conducting
secretarial audit on a quarterly basis and reports of
the same are placed before the meeting of the Audit
Committee and the Board of Directors of the Company
on a quarterly basis.

The Secretarial Auditors’ Report for the Financial Year
2024-25 does not contain any qualification, reservation
or adverse remark and is annexed to this Annual Report
as Annexure- E.

Pursuant to a recent amendment in the Listing
Regulations, every listed entity and its material unlisted
subsidiaries incorporated in India shall undertake
Secretarial Audit by a Secretarial Auditor who shall
be a Peer Reviewed Company Secretary. Further,
the Company can appoint a Secretarial Audit firm as
Secretarial Auditor for not more than two terms of 5(five)
consecutive years, with the approval of its shareholders
in its Annual General Meeting.

In this regard, the Board of Directors in their meeting
held on 30^th April, 2025, based on the recommendation
made by the Audit Committee and subject to the
approval of shareholders in the ensuing AGM, have
appointed M/s. PI & Associates (Firm Registration No.
P2014UP035400), a peer reviewed firm of Company
Secretaries in Practice, as the Secretarial Auditors of the
Company for first term of 5 (five) consecutive financial
year, to undertake the Secretarial Audit from Financial
Year 2025-26 to Financial Year 2029-30, based on
consent received from M/s. PI & Associates.

Annual Secretarial Compliance Report

As per the Regulation 24A(2) of the Listing Regulations,
the Secretarial Auditors of the Company has provided
the report on the applicable compliances of the
Company for the Financial Year 2024-25. The Annual
Secretarial Compliance Report obtained from the
Secretarial Auditor of the Company has been submitted
to the Stock Exchanges and is available on the website
of the Company at https://sonacomstar.com/investor/
annual-reports-and-returns.

Secretarial Audit of Material Unlisted Indian Subsidiary

There was no material unlisted Indian subsidiary of
the Company as on 31^st March, 2025 and as such
the requirement under Regulation 24A of the Listing
Regulations regarding the secretarial audit of material
unlisted Indian subsidiary is not applicable to the
Company for the Financial Year 2024-25.

b. Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants
(FRN No. 001076N/N500013) was re-appointed as
Statutory Auditors of the Company for the second
term of 5 (five) consecutive years to hold office from
the conclusion of this 26^th Annual General Meeting till
the conclusion of 31^st Annual General Meeting of the
Company in terms of the provisions of Section 139 and
141 of the Act.

The Statutory Auditor’s Report on standalone and
consolidated Financial Statement for Financial Year
2024-25, does not contain any qualification, reservation,
adverse remarks or observation and the same forms
part of this Annual Report.

c. Cost Auditors

As per the section 148 of the Act and Cost (Records
and Audit) Rules 2014, the Company is required to
maintain cost audit records and conduct the cost audit,
therefore the Board of Directors of the Company, based
on the recommendation of the Audit Committee at
their meeting held on 30^th April, 2024 has appointed
M/s. Jayaram & Associates, Cost Accountants (Firm
Registration No. 101077), as the Cost Auditors of
the Company for the Financial Year 2024-25 and the
shareholders of the Company has ratified the fees of
the Cost Auditor in 28^th Annual General Meeting of the
Company held on 28^th June, 2024.

During the Financial Year, the Cost Auditors of the
Company provided the Cost Audit report for the
Financial Year 2023-24 in the Form CRA-3 and the
Company has filed the Cost Audit Report with the
Ministry of Corporate Affairs in Form CRA-4 within the
prescribed time.

The Cost Audit Report for the Financial Year 2023¬
24 does not contain any qualification, reservation or
adverse remark.

Further, the Board of Directors of the Company, based
on the recommendation of the Audit Committee at
their meeting held on 30^th April, 2025 has appointed
M/s. Jayaram & Associates, as the Cost Auditors of
the Company for the Financial Year 2025-26 under
section 148 of the Act, M/s. Jayaram & Associates,
Cost Accountants (Firm Registration No. 101077), being
eligible, have consented to act as the Cost Auditors of
the Company for the Financial Year 2025-26.

The remuneration proposed to be paid to the Cost
Auditors for the Financial Year 2025-26, is subject to
ratification by the members of the Company at the
ensuing 29^th AGM, would not exceed INR 375,000

(Indian rupees three hundred seventy-five thousand
only), excluding taxes and out-of-pocket expenses,
if any.

d. Internal Auditors

The Board of Directors had in their meeting held on 30^th
April, 2025 have appointed M/s. BDO India LLP (Firm
Registration No. MCA: AAB-7880), as Internal Auditors
of the Company for the Financial Year 2025-26.

29. INTERNAL CONTROL SYSTEM

The Company has in place an internal control system,
which is commensurate with its size, scale and
complexities of its operations. M/s. BDO India LLP (Firm
Registration No. MCA: AAB-7880), was appointed as
Internal Auditors of the Company for the Financial Year
2024-25.

The main thrust of internal audit is to test and review
controls, appraisal of risks and business processes,
besides benchmarking controls with best practices in
the industry.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to
strengthen the same. The Audit Committee of the Board
of Directors are periodically apprised of the internal audit
findings and corrective actions are taken accordingly.
Significant audit observations and corrective actions
taken by the management are presented to the Audit
Committee of the Board. For more details, refer to the
‘internal control systems and its adequacy’ section in
Management’s Discussion and Analysis Report, which
forms part of this Annual Report.

30. REPORTING OF FRAUD

During the year under review, none of auditors have
reported any instances of fraud committed in the
Company by its officers or employees as specified
under Section 143 (12) of the Act.

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

The information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as
required under Section 134 (3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014
is provided in the Annexure-F forming part of this
Annual Report.

32. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Your Company continued to focus on innovation,
generation of employment through skill development
and promoting education through high standard
projects in the domains of education, supporting
innovative start-ups and skill development. During the
Financial Year 2024-25, your Company made special
efforts in promoting green initiative through plantation

of 45,767 saplings, including native species and
Beema Bamboo (CVSP Miyawaki Method) at Manesar,
Haryana, by collaborating with Catch Foundation. The
CSR initiatives of the Company focused under the CSR
intervention ‘Sona Comstar Samridh Bharat Program’
(for promotion of innovation), ‘Sona Comstar Saksham
Bharat Program’ (promotion of skill development
and education) during the year under review and
‘Sona Comstar - Swachh Bharat Program’ (focus on
environmental sustainability).

During the Financial Year 2024-25, the Company
has spent INR 97,135,667 (Including amount of INR
32,546,027, which is transferred to the unspent CSR
Account for the ongoing projects, as per Section 135(6)
of the Act, on 28^th April, 2025) on the CSR projects
comprising of 2% of average net profit of Company
for the last three financial year. The amount spent
includes the administrative expenses and the amount
spent on the conduct of impact assessment, towards
CSR expenditure.

Your Company has in place a CSR Committee, which
functions in accordance with the applicable provisions
of the Act and such other matters as prescribed by the
Board from time to time. The detailed terms of reference
of the CSR Committee, attendance at its meetings and
other details have been provided in the Corporate
Governance Report.

Your Company’s annual report on the CSR activities
undertaken during the Financial Year ended 31^st March,
2025, in accordance with Section 135 of the Act and
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 (“CSR Rules”) is attached as Annexure- G
to this Annual Report.

Your Company has engaged M/s. InGovern Research
Services Private Limited and Bluesky Sustainable
Business LLP, an Independent Agency, on voluntarily
basis to conduct the impact assessment of the CSR
initiatives undertaken for the Financial Year 2024-25.
The impact assessment report is attached as Annexure
-H of this report.

Further, the Group Chief Financial Officer of the
Company has certified that CSR spend of the Company
for Financial Year 2024-2025 have been utilised for the
purpose and in the manner approved by the Board of
Directors of the Company.

During the year under review, the Company has
voluntarily engaged M/s. BDO India LLP for conducting
audit of CSR expenditure made by the Company in
both the Financial Year 2023-24 and 2024-25. The
audit report was presented before the CSR Committee
in its meeting held on 23^rd January, 2025 and on 23^rd
June, 2025 respectively. The CSR Committee made
suggestions for improvising the CSR practices while
making selection of new projects.

33. AWARDS AND RECOGNITIONS

We are happy to inform you that your Company has
received the following recognitions/awards during the
period under review:

34. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act and Regulation
17(9) of Listing Regulations, the Company has
formulated and adopted a Risk Management policy
with an objective of identification and categorisation
of potential risks, its assessment and mitigation and to
monitor these risks.

The Board has entrusted the Risk Management
Committee (RMC) with overseeing the processes of
identification, evaluation and mitigation of risks. The
RMC inter alia periodically reviews the organisational
risks that are spread across operational, financial,
technological and environmental spheres and provides
guidance to the management team.

Your Company is committed to protect the interests of
its customers, stakeholders, investors, shareholders,
employees and each person or entity with whom it
is associated. Towards this goal, your Company will
further strengthen the internal processes and evaluate
even more innovative ways to blunt the risk impact.
The details of the RMC along with its charter are set
out in the Corporate Governance Report, forming part
of this Annual Report. The Company has designated
Mr. Rohit Nanda, Group CFO as the Chief Risk Officer of
the Company.

The Risk Management Committee of the Company has
been entrusted by the Board with the responsibility of
reviewing the risk management process in the Company.

Mitigation plans of significant risks are well
integrated with functional and business plans and are
reviewed on a regular basis by the Executive Board
Meeting periodically.

The Risk Management Policy of the Company is
available on the website of the Company at https://
sonacomstar.com/files/policy/risk-management-policy-
policy-NTCFLh.pdf

In addition to this the Enterprise Risk Management
(ERM) Framework is also available of the website of the
Company at https://sonacomstar.com/files/policy/erm-
framework-policy-CZEnft.pdf

35. VIGIL MECHANISM

Your Company is committed to highest standards
of professionalism, honesty, integrity, transparency
and ethical behaviour. Pursuant to the provisions of
Section 177(9) & (10) of the Act read with Rule 7 of
the Companies (Meetings of Board and its Powers)
Rules, 2014, and the Listing Regulations, the Board of
Directors has approved the Policy on vigil mechanism/
whistle blower and Code of Conduct and Business
Ethics which provides a mechanism to its directors,
employees, vendors, customers, business partners/
associates or any third party and other stakeholders
to raise concerns about any wrongdoing in the
Company and provide for adequate safeguards against
victimisation of employees and other persons who avail
this mechanism.

Your Company’s Whistle Blower Policy is also
applicable to our associates who partner with us in
our organisational objectives. The Company has taken
adequate measures to create awareness amongst its
employees on the Code of Conduct and Governance
Policies including but not limited to spreading of
awareness through regular learning sessions.

During the year under review, the Company also
launched e-learning modules on the Code of Conduct
and Business Ethics, Prohibition of Insider Trading,
POSH and Anti-Trust Compliance which also includes
training on Whistle Blower mechanism of the Company.
The details of the training programs are provided in the
BRSR Report.

The Company has also designated an email id that is
speakup.sbpl@sonacomstar.com, where the whistle
blower can report the concerns or wrong doings.

The mechanism under the policy has been appropriately
communicated within the Company across all levels.
A quarterly report on the whistle-blower complaints,
as received, is placed before the Audit Committee for
its review.

During the year under review, the Company has not
received any complaints under the said mechanism.

The Whistle Blower Policy is available on the website of
the Company at the link: https://sonacomstar.com/files/
policv/whistle-blower-policv-policv-MUwqe2.pdf

Your Company discourages bribery and corruption
in any form and has adopted an Anti-Bribery and
Corruption Policy, which is available on the website at
https://sonacomstar.com/files/policy/anti-bribery-and-
corruption-policv-policv-8i68Y7.pdf

36. CYBER SECURITY AND DATA PRIVACY

36.1 Cyber Security

During the financial year under review, your Company
has been awarded the prestigious ISO 27001
certification, an internationally recognised standard for
Information Security Management Systems (ISMS). This
certification demonstrates the Company’s unwavering
commitment to safeguarding the confidentiality,
integrity, and availability of information assets through
the implementation of stringent security controls and
best practices.

By achieving this milestone, the Company affirms
its compliance with global standards for information
security and reinforces its dedication to fostering trust
among clients, partners, and stakeholders.

With increasing digitalisation, rise in corporate cyber¬
crimes, high cost of data breaches and evolving
regulations, businesses are placing greater focus on
detecting, preventing, and combating information
security threats. The Company identified its information
security risks and is committed to safeguarding
business information from internal and external threats.
Guided by the provisions of the Information Technology
Act, 2000, other applicable regulations as well as
international standards, the Company has established
robust policies and processes on information security.

The Company has implemented an Information
Security policy, which provides management direction
and guidance to ensure availability, integrity and
confidentiality of information and information systems
across locations.

36.2 Data Privacy

During the financial year under review, the Company
has further strengthened its Data Privacy Framework
in alignment with the provisions of the Digital Personal
Data Protection Act, 2023 (DPDP), as well as the General
Data Protection Regulation (GDPR) of the European
Union. This framework has been meticulously designed
to ensure compliance with statutory and international
regulatory requirements governing the protection,
handling, and safeguarding of personal information,
including sensitive personal data, pertaining to its
employees, directors, customers, and vendors.

In furtherance of this initiative, the Company has
conducted extensive training programs for its
employees, aimed at enhancing their understanding
and awareness of data privacy principles, regulatory

obligations, and best practices under both the DPDP,
and GDPR. These training sessions emphasised the
importance of maintaining the confidentiality, integrity,
and security of personal data, thereby fostering a culture
of accountability and vigilance across the organisation.
This accomplishment highlights our proactive approach
to managing risks and ensuring the secure handling of
sensitive data including the personal information and
personal sensitive information of employees, directors,
vendors and customers of the Company.

37. EXTERNAL AUDIT OF COMPLIANCE
SYSTEM

During the financial year under review, in accordance
the recommendation of the Audit Committee, the
Company undertook a comprehensive audit of its Legal
Risk Management System (LRMS), a key compliance
tool utilised by your Company. This audit was conducted
by M/s. BDO India LLP (BDO), a reputed independent
professional services firm. The purpose of the audit
was to evaluate the efficacy of the LRMS in ensuring
robust compliance management and to identify areas
for enhancement.

The findings and recommendations from the audit were
presented by the BDO team to the Audit Committee. The
report highlighted critical observations and provided
actionable suggestions to strengthen the reporting
mechanisms and overall functionality of the LRMS.
These insights have been instrumental in enhancing
the Company’s compliance framework and ensuring
alignment with regulatory and ethical standards.

In response to the observations outlined in the audit
report, the Company has made necessary updates and
amendments to LRMS. These updates aim to reflect the
improvements required for a more robust compliance
structure and to align the policies with best practices as
identified through the audit process.

38. ANNUAL RETURN

In accordance with the provisions of Section 92(3)
read with Section 134(3)(a) of the Act and Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company in the
Form MGT-7 is available at: https://sonacomstar.com/
investor/annual-reports-and-returns

39. COMPLIANCE WITH SECRETARIAL
STANDARDS

During the year under review, the Company have
complied with all the applicable provisions of Secretarial
Standards issued by the Institute of Company
Secretaries of India.

40. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS

No significant and material order has been passed by
any regulator or court or tribunal, which might impact
the ‘going concern’ status and Company’s operations
in future.

41. HUMAN RESOURCES

At Sona Comstar, excellence is not just about our
products, technology, or delivery, it is woven into our
operations and practices. Human resources are central
to all processes and practices and we remain committed
to prioritise our people and thus work for their safety,
their development and well-being. This commitment
has ensured and we re-certified with improved scoring
on all parameters as a ‘Great Place to Work’ for the
third year consecutively, underscoring the strength and
impact of our initiatives.

We nurture a collaborative culture that breaks silos—
enabling cross-functional learning and building strong
internal and external partnerships. Diversity and
inclusion are integrated into our ethos, where every
voice is respected, and individuality is celebrated. This
inclusive approach has helped build a workplace that
inspires creativity, resilience, and collective success.

Our HR practices are built on a foundation of
collaboration, care and continuous improvement, which
ensures we provide a conducive environment to foster
innovation and success. We prioritise teamwork, both
within departments and external partners, creating a
culture of shared achievement and mutual growth. Our
assessment & rewards strategy is mature and rewards
achievement of such collective goals.

Innovation is embedded in our DNA, and we
cultivate a mindset of continuous improvement in
the organisation. By embracing latest technological
advancements and encouraging creative thinking, we
consistently challenge status quo. Our commitment to
developing our workforce—especially in engineering
and technical capabilities—is exemplified through a
range of comprehensive training, mentorship programs
and hands-on experience. We are working to ensure
continuity and sustainability by harnessing online
platforms where materials are generated, stored, train
and assess relevant employees. We have developed
trainings & content repositories for technical functions
to assist and aid skill acquisition and will be available
to support anywhere, anytime, anyone learning
methodology on a pull model.

Employee engagement is one of the key pillars of
our success, and we take deliberate steps to engage
people to foster involvement and ownership. Through
multiple initiatives like QCC, Suggestions/Kaizens,
Cross-Functional Teams and engagement by way of
sports activities and cultural activities. This participative
approach also drives innovation and instils a sense of
pride and commitment among our employees, as they
see their contributions leading to tangible outcomes
and thus engages everyone positively.

At Sona Comstar, Total Quality Management (TQM)
and Safety First are not mere concepts; they underpin
every process and initiative. Our steadfast commitment
to safety and continuous improvement ensures that
we provide a secure, healthy work environment, all the
while delivering exceptional value and results to our
customers and stakeholders.

42. POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WORKMEN
AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH), the Company has
formulated a comprehensive gender neutral Policy
on Prevention of Sexual Harassment at Workplace for
prevention, prohibition (POSH Policy) and redressal
of sexual harassment at workplace and an Internal
Committee (IC) has also been set up to redress any
such complaints received.

This POSH Policy aims to provide protection to not
just women employees against sexual harassment at
workplace, but it also includes employees of all genders
and provide them a mechanism for the prevention and
redressal of complaints of sexual harassment.

The Company’s goal is to create an open and safe
workplace for every employee to feel empowered,
irrespective of gender, sexual orientation, and other
factors, and contribute to the best of their abilities.
Company is committed to providing a safe and
conducive work environment to all of its employees
and associates. Further, the POSH Policy also gives
shelter to contract workers, probationers, temporary
employees, trainees, apprentices of the Company and
any person visiting the Company at its office.

During the year, the Company has organised
sensitisation and awareness programs, inductions
for new joiners, through e-learning modules for all
employees, trainees, creating standees and posters
to sensitise all employees to conduct themselves in a
professional manner.

During the year under review, the IC in Driveline
Business, (in Gurgaon and Manesar at Haryana) was re¬

constituted and the list of new members were placed
before the Audit Committee for its information and
noting. Further a new IC was constituted for the Railway
Business, w.e.f. 1^st June, 2025.

During the year under review, no complaints have been
received by the Company under the POSH.

Details of Complaints received and redressed during
the Financial Year 2024-25:

(a) number of complaints of sexual harassment
received in the year: None

(b) number of complaints disposed off during the
year: None

(c) number of cases pending for more than ninety
days: None

Policy for prevention of Sexual Harassment at workplace
(‘POSH Policy’) of your Company can be viewed at the
link: https://sonacomstar.com/files/policy/posh-policy-
policy-s7HMW2.pdf along with that the Company has
also published the procedure prescribed for filing of
complaint under POSH which can be accessed at https://
sonacomstar.com/files/policy/procedure-prescribed-
for-filinq-of-complaint-under-posh-policy-W29f5C.pdf.

The Company is in compliance with the provisions
relating to the Maternity Benefit Act 1961.

43. SUSPENSION OF SECURITIES OF THE
COMPANY

The securities of the Company have not been
suspended from trading in any of the stock exchanges.

44. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

A detailed Business Responsibility & Sustainability
Report (“BRSR”) in terms of the provisions of Regulation
34 of the Listing Regulations is attached herewith as
Annexure- I to the Annual Report.

Sustainability Report

During the period under review, your Company
released its third Sustainability Report for the fiscal year
2023-24. This report underwent an external assurance
process conducted by Grant Thornton Bharat LLP,
ensuring its accuracy and compliance with established
standards. Furthermore, the report was prepared in
strict accordance with the Global Reporting Initiative
(GRI) Standards, which are internationally recognised
guidelines for sustainability reporting. This adherence
to GRI Standards reflects the organisation’s commitment
to transparency, accountability, and responsible
reporting on its sustainability performance.

45. PROCEEDINGS UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency
and Bankruptcy Code, 2016. Hence, the requirement
to disclose the details of the application made or any
proceeding pending under the said Code during the
year along with its status as at the end of the financial
year is not applicable.

46. INVESTOR RELATIONS

Your Company has consistently upheld the highest
standards of corporate governance, demonstrating a
strong commitment to excellence and transparency in
all its operations. As a forward-thinking organisation,
the Company prioritises building strong relationships
with its stakeholders, especially investors and analysts,
by adhering to best practices in investor relations.
This commitment is evident through our proactive
and transparent communication strategies, which help
in maintaining a robust relationship of trust with the
investment community. The Company has designated
Mr. Amit Mishra, as the Head of Investor Relation.

During the financial year under review, the Company
engaged with its investors and analysts in a timely
and comprehensive manner. Following each quarterly
meeting of the Board of Directors, the Company
conducted investor/analysist calls. These calls served
as a platform for management to present the Company’s
financial and operational performance while addressing
any questions or concerns from participating investors
and analysts. These initiatives highlight our dedication
to timely and transparent communication.

In addition to the quarterly investor calls, the Company
has undertaken several initiatives to foster meaningful
engagement with the investment community. These
efforts include hosting meetings with investors and
analysts and facilitating plant visits to provide first hand
insight into the Company’s operations and capabilities.
In keeping with our commitment to transparency,
detailed information about these interactions has
been made publicly available on our website and duly
disclosed to the stock exchanges in compliance with
the Listing Regulations.

Further, during the financial year, as part of our
stakeholder-centric approach, the Board of Directors
initiated a focused effort to strengthen relationships
with the Institutional Investors. The Board held a
structured meeting with the Company’s top four active
Institutional Investors to gain direct insight into their
perspectives and gather constructive feedback on
the Company’s performance, governance practices,
and overall strategy. This initiative reinforced the
Company’s commitment to stakeholder engagement
and provided valuable input for the Board’s strategic
decision-making.

The Company remains committed to following best
practices in corporate governance and investor
relations, ensuring that the principles of transparency,
accountability, and trust are embedded at all levels
of operation. These initiatives reflect our unwavering
commitment to safeguarding shareholder interests and
fostering long-term value creation for all stakeholders.

47. CAUTIONARY STATEMENTS

The Annual Report including those which relate to
the Directors’ Report, Management Discussion and
Analysis Report may, contain certain statements on
the Company’s intent, expectations or forecasts that
appear to be forward-looking within the meaning
of applicable securities laws and regulations while
the actual outcome of those statements may, differ
materially from what is expressed herein. The Company
bears no obligations to update any such forward looking
statements. Some of the factors that could affect the
Company’s performance could be the demand and
supply for Company’s product and services, changes in
Government regulations, tax laws, forex volatility etc.

48. ACKNOWLEDGEMENT

Your Board of Directors place on record sincere
gratitude and appreciation for all the employees of the
Company. Our consistent growth was made possible
by their hard work, cooperation, and dedication during
the year.

The Board of Directors acknowledges and places on
record their sincere appreciation to all stakeholders,
customers, vendors, Central and State Governments,
and all other business partners, for their continued co¬
operation and for the excellent support received from
them. We look forward to continued support of all these
partners in the future.

The Board also wishes to place on record its appreciation
to the esteemed investors for showing their confidence
and faith in the management of the Company.

By order of Board of Directors
For SONA BLW Precision Forgings Limited

Vivek Vikram Singh

Managing Director and
Group CEO

Place: Gurugram Vikram Verma Vadapalli

Date: 23^rd June, 2025 Whole Time Director