Your directors are pleased to present the 46^th Annual Report on the business and operations of Sterling Tools Limited ('the Company')
and Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^st March 2025.

Financial Summary & Highlights

The Company's financial performance for the year under review along with the previous year's figures are given hereunder:

Company's performance and outlook

STANDALONE

The standalone performance for FY 2024-25 reflected a modest
improvement. Revenue from operations increased to ?644.78
crore and the company delivered an impressive profit after tax
of ?42.87 crore. The overall financial position remains stable,
underscoring resilience and consistent operational performance.

CONSOLIDATED

The consolidated results for FY 2024-25 reflect a strong
performance. Revenue from operations rose significantly by 10%
to ?1,026 crore, with contribution from EV Business. Profit before
tax increased by 6.15% to ?76.63 crore, while profit after tax
grew by 5.29% to ?58.29 crore, highlighting the Company's solid
financial health and the success of its strategic initiatives

On a consolidated basis, the Company delivered a strong
performance in FY 2024-25 and is well-positioned for future
growth. SGEM achieved impressive financial and operational
results, driven by its focus on innovation and sustainability. With
a good market presence and forward-looking strategies, SGEM
plans to expand its product range to stay competitive in the fast¬
growing electric vehicle industry.

The Company is focused on growing its market share by
expanding its product range and securing new business in both
ICE and EV segments. With over 46 years of experience and

strong financial stability, it is well-positioned to explore new
opportunities and introduce innovative products through new
ventures. The goal is to consistently deliver high-quality products
to both existing and new customers, ensuring long-term growth
and performance.

Management views the future with confidence and anticipates
continued improvement in the coming years. The Company's
outlook, along with that of the Automobile Industry, is detailed in
the Management Discussion and Analysis Report, which forms
part of this Report.

Consolidated Financial Statements

The audited Consolidated Financial Statements in addition to the
audited Standalone Financial Statements pursuant to Section
129(3) of the Companies Act, 2013 (Act) read with the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ('SEBI Listing Regulations') and prepared in accordance
with the Indian Accounting Standards prescribed by the Institute
of Chartered Accountants of India is enclosed and forms part
of this report.

The Consolidated Profit and Loss Account for the period ended
31^st March 2025, includes the Profit and Loss Account for the
subsidiaries i.e. Sterling Gtake E-Mobility Limited, Sterling Tech-
Mobility Limited, Sterling E-Mobility Private Limited, Sterling
Advanced Electric Machines Private Limited and Sterling Overseas
Pte. Ltd. for the complete Financial Year ended 31^st March 2025.

Further, the Hon'ble National Company Law Tribunal, New Delhi
Bench, vide order dated 27^th March 2025 ("Order”), has approved
the Scheme of Amalgamation of Haryana Ispat Private Limited
('Wholly Owned Subsidiary”) with the Company with effect from
1^st April 2024 ("Appointed Date”) and the Order was filed by the
Company with the Registrar of Companies, NCT of Delhi and
Haryana on 23^rd April 2025.

In accordance with the third proviso of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and the consolidated financial
statements have been placed on the website of the Company in
the Shareholders Meetings section at https://stlfasteners.com/
investors/shareholders-meetings.

Transfer to General Reserve

During the year under review, the Company has not transferred
any funds to General Reserves out of the amount available
for appropriation.

Dividend

The Company has a strong track record of rewarding its
shareholders with substantial dividend payouts. Given the
robust operational and financial performance of the Company
during the year under review, the Board of Directors are pleased
to recommend a final dividend of 125% i.e. ? 2.50/- (Rupees
Two and Paise Fifty only) per equity share for the FY 2024-25,
subject to approval of shareholders in the ensuing Annual General
Meeting. This dividend payout will be in accordance with the
Company's Dividend Distribution Policy, which is available on
the Company's website: https://stlfasteners.com/public/f/pdfs/
Dividend-Distribution-Policy.pdf

In accordance with the prevailing provisions of the Income Tax
Act, 1961, the dividend, if declared, will be taxable in the hands
of the shareholders at the applicable rates. Consequently, the
Company will make the final dividend payment after deducting
the tax at source. For detailed information on the procedure for
the declaration and payment of the dividend, shareholders are
requested to refer to the Notice of the 46^th Annual General Meeting.

Deposits

During the year under review, the Company has not accepted
any deposits which fall under the purview of Section 73 of the

Companies Act, 2013, and as such, no amount of principal or
interest was outstanding as of the Balance Sheet date.

i. Number of cases of default in repayment of deposits or
payment of interest thereon beginning of year- 0

ii. Maximum number of cases of default in repayment of
deposits or payment of interest thereon during year- 0

iii. Number of cases of default in repayment of deposits or
payment of interest thereon end of year- 0

Depository System

As the members are aware, the Company' shares are compulsorily
tradable in electronic form. As on 31^st March 2025, 99.81 % of
the Company's total paid-up Capital representing 3,61,15,287
equity shares are in dematerialized form. In view of numerous
advantages offered by the Depository System, members holding
shares in physical mode are advised to avail of the facility of
dematerialization from either of the Depositories.

Capital Structure and Listing

As of 31^st March 2025, the Company has an Authorized Share
Capital of ?10,00,00,000 and a Paid-Up Share Capital of
?7,23,68,636, with the Promoters and Promoter Group holding
65.02% of the Company's share capital. The Company's equity
shares are listed on the National Stock Exchange of India
Limited and BSE Limited, with listing fees paid to both exchanges
for FY 2025-26.

During the year under review, the Company has allotted 1,60,107
equity shares to Mr. Jaideep Wadhwa, Non-Executive Non¬
Independent Director of the Company, pursuant to the exercise
of first tranche of ESOPs granted to him in the capacity of
Managing Director of Sterling Gtake E-Mobility Limited, Wholly
owned Subsidiary, in terms of the STL Employee Stock Option
Plan, 2023 and vesting schedule thereof. Further, pursuant to
the listing application by the Company in respect of the shares
allotted to Mr. Jaideep Wadhwa, the said equity shares were
listed and admitted to dealings on the National Stock Exchange
of India Limited and BSE Limited effective from 17^th March
2025. Furthermore, subsequent to the closure of the financial
year, the Authorised Share Capital of the Company increased
by ?1,00,00,000 pursuant to the addition of the Authorised
Share Capital of Haryana Ispat Private Limited following its
amalgamation with and into the Company.

In accordance with Section 129(3) of the Companies Act,
2013, a statement containing the salient features of financial
statements as on 31^st March, 2025 is presented by way of Form
AOC-1 as an Annexure -I. Further, pursuant to the provisions
of Section 136 of the Act, the financial statements of the
Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect
of subsidiaries, are available on the website of the Company at
https://stlfasteners.com/investors.

Key business developments during the year under
review

1. Update on the Scheme of amalgamation of Haryana Ispat
Private Limited with and into Sterling Tools Limited.

The Board of Directors of the Company at its Meeting
held on 1^st February 2024, accorded its consent for the
Scheme of Amalgamation of Haryana Ispat Private Limited
("Transferor Company”), Wholly Owned Subsidiary, with and
into Sterling Tools Limited ("Transferee Company”) and their
respective shareholders and creditors, subject to necessary
approvals of authorities and the Hon'ble National Company
Law Tribunal, New Delhi (Hon'ble NCLT).

The Companies filed a joint first motion application with
Hon'ble NCLT on 29^th February 2024. The Hon'ble NCLT
vide its Order pronounced on 18^th April 2024 has allowed
the dispensation of the meetings of the shareholders
and creditors of the Companies. The Companies had
filed a second motion application with Hon'ble NCLT on
29^th April 2024.

On 27^th March 2025, the Hon'ble NCLT, New Delhi, approved
the said Scheme of Amalgamation pursuant to the
provisions of Sections 230 to 232 of the Companies Act,
2013. On April 2, 2025, the certified copies of the order
approving the Scheme was received from the Hon'ble NCLT
and the said Scheme became effective from 1^st April 2024
i.e. the Appointed Date upon filing e-Form INC- 28 (Notice
of Order of the Court) with the Registrar of Companies,
National Capital Territory of Delhi and Haryana.

The aforesaid Scheme of Arrangement is available on
the website of the Company at https://stlfasteners.com/
investors/corporate-governance.

2. Update on new wholly owned subsidiaries of the Company

Pursuant to the approval of the Board of Directors at its
meeting held on 10^th May 2024, the Company acquired
100% equity shares of Sterling E-Mobility Private Limited
and Sterling Tech-Mobility Limited from their respective
promoters, thereby making both entities wholly owned
subsidiaries of the Company with effect from 28^th June
2024. Furthermore, as part of its overseas expansion into
Singapore, the Company has incorporated a new wholly
owned subsidiary in Singapore with name Sterling Overseas
Pte Ltd., with effect from 23^rd September 2024.

Employee stock option Plan

STL-Employee Stock Option Plan-2023 was introduced to offer
employees of the Company and its subsidiary companies; an
additional incentive tied to productivity and performance. This
initiative aims to motivate employees and contribute to the overall
corporate growth and profitability of the Company. In accordance
with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, a total of 900,605 (Nine Lakh Six Hundred and
Five) ESOP options were approved under the ESOP Plan.

A certificate from M/s. Dhananjay Shukla & Associates,
Secretarial Auditors, regarding this plan and the resolution
passed by members will be available for inspection on the
Company's website under the "Investors” section on the date of
the Annual General Meeting. There is no change in the Plan, the
same follows the applicable regulations. A statement providing
complete details as of 31^st March 2025, pursuant to Regulation
14 of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, is also available on the Company's
website. The web link for this information is https://stlfasteners.
com/investors/shareholders-meetings.

Material changes and commitments

No material changes and commitments which could affect the
Company's financial position have occurred between the end of
the financial year of the Company and date of this report.

Change in the nature of business, if any.

There was no change in the nature of business of the Company
during the FY 2024-25.

Directors and Key Managerial Personnel

As on 31^st March 2025, there were ten (10) Directors on the Board
of the Company, consisting of five (5) Independent Directors, two
(2) Non-Executive Directors, one (1) Managing Director, and two
(2) Whole-Time Directors. Changes in the Board of Directors and
KMP during the year under review are as follows:

• Mr. Sanjiv Garg (DIN: 00428757) appointed as a Non¬
Executive & Non-Independent Director w.e.f. 10^th May 2024.

• Change in Designation of Mr. Anil Aggarwal from Chairman
& Managing Director to Chairman & Whole Time Director of
the Company effective from 11^th May 2024

• Change in Designation of Mr. Atul Aggarwal from Whole
Time Director to Managing Director and KMP of the
Company effective from 11^th May 2024.

• Appointment of Mr. Akhill Aggarwal as Whole-Time Director
effective from 10^th May 2024.

• Resignation of Mr. Abhishek Chawla as Company Secretary
(KMP) and Compliance Officer of the Company effective
from closure of business hours of 13^th March 2025.

Key Managerial Personnel (KMP) other than directors as
mentioned above as of 31^st March 2025 were:

• Mr. Pankaj Gupta, Chief Financial Officer

Post closure of FY 2024-25, the Board of Directors of the Company
in its meeting held on 7^th August 2025 appointed Ms. Komal Malik
as the Company Secretary and Compliance Officer, designated as
KMP of the Company w.e.f. the said date.

In accordance with the provisions of the Companies Act, 2013,
and in terms of Articles of Association of the Company, Mr.
Jaideep Wadhwa, Non-Executive and Non-Independent Director
is liable to retire by rotation and being eligible, has offered himself
for re-appointment. The details pertaining to Mr. Jaideep Wadhwa
being recommended for re-appointment are included in the
notice of the ensuing Annual General Meeting of the Company.
Furthermore, the first term of Mr. Rakesh Batra as an Independent
Director is set to expire on 9^th November 2025. Accordingly,
the Board of Directors based on the performance evaluation
and as recommended by the Nomination and Remuneration
Committee, recommends his re-appointment for a second term
of five consecutive years, commencing from 10^th November
2025, for approval by the shareholders at the ensuing Annual
General Meeting.

Declaration of Independence by Independent
Directors.

During the year under review, all Independent Directors have given
declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI Listing Regulations and have complied with the Code of
Conduct for Independent Directors prescribed in Schedule IV of
the Act and there has been no change in the circumstances which
may affect their status as independent director during the year.

In the opinion of the Board of Directors, all the Independent
Directors, including those appointed/re-appointed during the year,
are persons of high repute, integrity and possess the relevant
proficiency, expertise and experience in their respective fields.

Number of meetings of the Board and attendance of
the Directors

The Board met five (5) times during the FY 2024-25, in respect
of which notices were given and the proceedings were properly
recorded. The intervening gap between two consecutive meetings
was not exceeding the period prescribed under the Companies
Act, 2013. For details of the meetings of the Board and attendance
of the Directors, please refer Clause 2 of Corporate Governance
Report attached to this Annual Report.

Disclosure under Secretarial Standards (SS-1 & SS-2):

The Company has complied with the applicable provisions
of Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and approved by the Central
Government under Section 118 (10) of Companies Act, 2013.

Policy on Directors' appointment and remuneration
and other details

The Company's policy on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided in Section
178(3) and Section 134(3) (e) of the Companies Act, 2013 is
uploaded on the Website of the Company at https:// stlfasteners.
com/assets/upload/investors/?0?401111114?5-nomination-
and-remuneration-policy-board-795595043113.pdf

Policy on Board Diversity

The Company recognizes and embraces the importance of a
diverse Board in its success. The Company believes that a truly
diverse Board will leverage differences in thought, perspective,
regional and industry experience, cultural and geographical
background, age, ethnicity, race, gender, knowledge and skills
including expertise in financial, global business, leadership,
technology, mergers & acquisitions, Board service, strategy, sales
and marketing, Environment, Social and Governance (ESG), risk
and cybersecurity and other domains, which will ensure that the
Company retains its competitive advantage. The Nomination &
Remuneration Policy explains Board Diversity adopted by the
Board sets out its approach to diversity.

The Nomination and Remuneration Committee reviews and
assesses board composition on behalf of the board and
recommends the appointment of new Directors and Senior
Management Personnel. The committee also oversees the
conduct of the annual review of board effectiveness.

Board Evaluation

The annual performance evaluation of the Board, including
assessments of board committees and individual directors,
is carried out in accordance with the Companies Act, 2013,
and SEBI Listing Regulations. Following the SEBI guidance
note on Board Evaluation from 5^th January 2017, a structured
questionnaire is developed, focusing on various aspects such
as board functioning, composition, culture, execution of duties,
and governance.

In a separate meeting of independent directors held on 30^th
January, 2025, the independent directors evaluated the
performance of non-independent directors, the board as a whole;
and the Chairman of the Company, taking into account the views
of executive Directors and non-executive Directors. Additionally,
the information flow between Management and the Board was
assessed for quality, quantity, and timeliness.

Thereafter, the Nomination and Remuneration Committee
evaluated the performance of the Board, Independent Directors,
Key Managerial Personnel, and Senior Management, considering
criteria such as preparedness, meaningful contributions, and
key result areas and the Board of Directors of the Company
reviewed the performance as evaluated by the Nomination
and Remuneration Committee and the Independent Directors.
Further the Performance evaluation of independent directors
was done by the entire board, excluding the independent director
being evaluated.

Based on the evaluation, the performance of the Board, Individual
Directors, KMP, and SMP was considered to be highly satisfactory.

Particulars of contracts or arrangements with Related
Parties

All Related Party Transactions that were entered into during the
financial year ended on March 31, 2025 were on an arm's length
basis and in the ordinary course of business and not material in
nature under Section 188(1) of the Act and the Listing Regulations
and hence a disclosure in Form AOC-2 in terms of clause (h) of
sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 is not required. Details of
the transactions with Related Parties are provided in note no.
43 of the accompanying Standalone and Consolidated Financial
Statements of the Company in compliance with the provision of
Section 134(3)(h) of the Act.

The Company has also adopted the Policy on Related Party
Transactions and the same is available on the website of the
Company at https://stlfasteners.com/investors/corporate-policies.

Committees of the Board

The Company has the following Board committees, which have
been established as a part of the corporate governance practices
and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

• Management Committee

• Investment Committee

The details with respect to the compositions, powers, roles,
terms of reference and number of meetings held during the
year of relevant committees are given in detail in the Corporate
Governance Report of the Company, which forms part of this
Board's Report.

Auditors

I) Statutory Auditors

As per provisions of Section 139(1) of the Companies Act,
2013, the Company has appointed M/s Walker Chandiok &
Co., LLP Chartered Accountants as Statutory Auditors for a
period of 5 (Five) years in the AGM of the Company held on
22^nd September 2022.

Statutory Auditors' Report

There has been no qualification, reservation or adverse
remark reported by the Statutory Auditors in its reports on
standalone and consolidated financial statements of the
Company for the year ended 31^st March, 2025 forming part
of this report.

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with corresponding Rules framed thereunder,
M/s Dhananjay Shukla & Associates, Company Secretaries,
were appointed as the Secretarial Auditors of the Company
to carry out the secretarial audit for the year ended
31^st March, 2025.

The Securities and Exchange Board of India (SEBI) has
amended Regulation 24A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 whereby Shareholders,
on the recommendation of Board of Directors, may appoint
or re-appoint a Secretarial Audit firm as Secretarial Auditors
for not more than two terms of five consecutive years, in the
Annual General Meeting. Accordingly, the Board of Directors
recommends to the Shareholders, the appointment of M/s
Dhananjay Shukla & Associates, Company Secretaries, as
Secretarial Auditors, for a term of five consecutive years, from
the financial year 2025-26 till the financial year 2029-30. The
Company has received consent and eligibility certificates from
M/s Dhananjay Shukla & Associates, Company Secretaries, to
serve as Secretarial Auditors of the Company. M/s Dhananjay
Shukla & Associates, Company Secretaries, holds a valid
Peer Review Certificate, issued by the Institute of Company
Secretaries of India.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI Listing Regulations, a Secretarial
Audit Report given by the Secretarial Auditors in Form
No. MR-3 is annexed with this Report as Annexure-II.
The observation made by the Secretarial Auditor for the
Committee and Board and composition were duly complied
by appointment of Mr. Sanjiv Garg and reconstitution
of Committee w.e.f May 8, 2025 and May 10, 2025
respectively. Further post resignation of Mr. Abhishek
Chawla as Company Secretary & Compliance Officer on
13^th March 2025, the search for a suitable successor took
slightly longer than prescribed. The Board appointed Ms.
Komal Malik as Company Secretary & Compliance Officer
on 7^th August 2025, restoring compliance.

Further as per the requirement of Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit report of the material
subsidiary namely, Sterling Gtake E-Mobility Limited is also
attached as Annexure III.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year
ended 31^st March, 2025 on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder,
was obtained from Mr. Santosh Kumar Pradhan, Practicing
Company Secretaries and the same was filed with Stock
Exchange(s) within the prescribed timeline. The Annual
Secretarial Compliance Report is available at https://
stlfasteners.com/investors/corporate-governance.

As per Section 148 of the Companies Act, 2013, the
Company is required to have the audit of its cost records
conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 and Rules made thereunder, M/s Jitender Navneet
& Co., Cost Accountants were appointed as the Cost Auditor
of the Company for the year ended 31^st March 2025.

Disclosure on maintenance of Cost Records

The Company has maintained the cost records as specified by
the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013, as required by the Company and such
accounts and records are made and maintained as per rule 8(5)
(ix) of the Companies Accounts Rules, 2014.

Details in respect of Fraud, if any, Reported by the
Auditors

M/s Walker Chandiok & Co., LLP, Chartered Accountants, the
Statutory Auditors of the Company have stated that during the
year ended 31 March 2025, a matter was informed by one of the
workers to the management relating to an incident of theft of
inventory of raw material by certain employees at a plant location.
The financial impact of the matter based on the investigation
conducted by the management is ?35.79 Lakhs, however the
Company has written off the aforesaid inventory. Further such
employees have been terminated from employment services, and
the Company has taken legal action against them.

Furthermore, M/s Dhananjay Shukla & Associates, Company
Secretaries, Secretarial Auditors of the Company and M/s
Jitender Navneet & Co., Cost Accountants, Cost Auditors of the
Company, have not reported any incidence of fraud in the reports
issued by them.

Internal Financial Control Systems and their adequacy

The Company maintains a robust Management Information
System, integral to its control mechanism. Policies and procedures
have been adopted to enhance transparency and accountability
in the design and implementation of internal controls. As of 31^st
March, 2025, management assessed the effectiveness of these
controls over financial reporting, as defined in Clause 18(3) of
SEBI Listing Regulations, and found no material weaknesses or
significant deficiencies. Recognizing the inherent limitations of
any internal control framework, the Company conducts regular
audits and reviews to continuously improve these systems.

M/s Walker Chandiok & Co., LL.P, the statutory auditors of the
Company have audited the financial statements and have issued
an attestation report on internal control over financial reporting
(as defined in section 143 of Companies Act 2013).

Further, the Company has a well-established Internal Audit
function, performing risk-based audits across all business
areas. Internal audit during the year was conducted by M/s
Profaids Consulting. The Audit Committee approves the Internal
Audit Plan and Scope at the beginning of the year and receives

quarterly updates. Significant findings and corrective actions are
reported to the Audit Committee, ensuring ongoing improvement
and compliance.

Based on its evaluation (as defined in section 177 of Companies
Act 2013 and Clause 18 of SEBI Regulations 2015), the audit
committee of the Company has concluded that, as of 31^st
March, 2025, internal financial controls were adequate and
operating effectively in the Company. The Board accepted the
recommendations of the Audit Committee whenever made by the
Committee during the year.

Risk Management System

The Company has constituted a Risk management committee
and formulated a Risk Management policy to identify, assess and
mitigate various risks to the business, which is covered in detail in
the Management Discussion and Analysis Report.

The Risk Management Committee identifies the high and
medium risks for the Company, develops and implements the risk
mitigation plan, reviews and monitors the risks and corresponding
mitigation plans on a regular basis and prioritizes the risks, if
required, depending upon the impact on the business/reputation.
The Company manages, monitors and reports on the principal
risks and uncertainties that can impact on its ability to achieve its
strategic objectives. The major risks identified by the businesses
and functions are systematically addressed through mitigating
actions on a continuing basis. Furthermore, in the opinion of
the Board, there is no element of risk, which may threaten the
existence of the Company.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations, the Company has adopted a policy on Vigil
Mechanism for directors and employees to report their genuine
concerns or grievance to the Vigilance Officer. The policy is
available on the Company' website https://stlfasteners.com/
investors/corporate-policies.

Human Resources Management

The employees are the Company's most important assets. The
Company is committed to hiring and retaining the best talent. To
achieve this, the Company focuses on promoting a collaborative,
transparent, and participative organizational culture, and
rewarding merits and sustained high performance. The
Company's human resource management culture emphasizes
enabling employees to develop their skills, grow in their careers,
and navigate their personal development for future leadership
responsibility.

The Company's goal has always been to create an open and safe
workplace for every employee to feel empowered, irrespective of
gender, sexual preferences, and other factors, and contribute to
the best of their abilities.

Industrial relations remained cordial throughout the year undei
review. As of 31^st March 2025, the Company had a total of 626
permanent employees, comprising 616 Males and 10 Females.

Particulars of Employees

The details regarding the ratio of the remuneration of each
director to the median employee's remuneration and othei
details except the statement showing the names of the top ter
employees in terms of remuneration drawn, as per the provisions
of Section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Manageria
Personnel) Rules, 2014, are provided as Annexure IV.

In terms of proviso to Section 136(1) of the Companies Act
2013, the Annual Report excluding the statement showing
the names of the top ten employees in terms of remuneration
drawn is being sent to the members of the Company. The saic
information is available for inspection on all working days, during
business hours, at the Registered Office of the Company. Any
member interested in obtaining such information may write to the
Company Secretary and the same will be furnished on request.

Details of CSR policy and initiatives undertaken by the
company on CSR activities during the year

The composition of the Corporate Social Responsibility
Committee has been disclosed in the Corporate Governance
Report, attached to this report. The brief outline of the Corporate
Social Responsibility (CSR) Policy of the Company and the
initiatives undertaken by the Company on CSR activities during
the year are set out in Annexure-V of this report in the formal
prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended from time to time. The policy
on CSR is available on the website of the Company, https://
stlfasteners.com/investors/corporate-policies. Further the
implementation and monitoring of CSR Policy is in compliance
with the provisions of the Companies Act, 2013.

Sexual Harassment

The Company has in place an Internal Complaint Committee as
required under Section-4 of the Sexual Harassment of Women a1
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules made thereunder. The status of the complaints, during
the year under review is as below:

• Number of sexual harassment complaints received during
the year - Nil

• Number of complaints disposed of during the year- Nil

• Number of cases pending for more than 90 days- Nil

Disclosure under the Maternity Benefit Act, 1961

The Directors hereby confirm that the Company is in ful
compliance with the provisions of the Maternity Benefit Act, 1961
and affirm that

(a) the Company provides maternity leave in accordance with
the requirements of the Act;

(b) all necessary facilities and entitlements mandated by the
law are extended to women employees;

(c) no discriminatory practices are adopted against women
employees on account of maternity or childbirth.

Particulars of Loans, Guarantees or Investments
under section 186

Particulars of loans, guarantees given and investments made
during the year, as required under section 186 of the Companies
Act, 2013 and schedule V of the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirement) Regulations,
2015, are provided in the Notes to the financial statements.

Credit Rating

The ICRA Limited ("ICRA”), the credit rating agency has reaffirmed
the Long-Term Credit rating AA- Outlook Positive as well as Short
Term Credit Rating A1 of the Company. This rating indicates the
strong financial health and credibility of the Company.

Capital Expenditure

As on 31^st March 2025, the Gross Fixed Assets including
intangible assets stood at ?55,294.20 Lacs and Net Fixed Assets
stood at ? 25,993.30 Lacs. Additions during the year amounted to
?3,367.97 Lacs.

Cash Flow Analysis

In compliance with the provisions of Regulation 34 of the Listing
Regulations, 2015, the Cash Flow Statement for the year ended
31^st March 2025 is part of this Annual Report.

Transfer of amounts to Investor Education and
Protection Fund (IEPF )

Pursuant to the provisions of Section 125 of the Companies Act,
2013, relevant amounts along with the shares, which remained
unpaid or unclaimed for a period more than seven years have
been transferred by the Company, from time to time on due dates,
to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection
Fund (Accounting, Audit, Transfer & Refund) Rules, 2016, the
Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company on the Ministry of Corporate
Affairs' website and the shareholders may refer to the Notice of
AGM regarding details of amounts and the corresponding shares
proposed to be transferred to IEPF during the coming year.

Name of Nodal Officer: Mr. Pankaj Gupta, Chief Financial Officer.
Details of Nodal Officer are mentioned on the website of the
Company at https://stlfasteners.com/investors/investor-contact

Director's Responsibility Statement

Pursuant to the requirement under section 134(3) (c) of the
Companies Act, 2013 with respect to the Director's Responsibility
Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year
ended 31^st March 2025, the applicable accounting standards
have been followed and there are no material departures.

(ii) the Directors have selected accounting policies in
consultation with Statutory Auditors 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 at the end of
the financial year and of the profit of the Company for the
financial year under review.

(iii) the directors have taken proper and sufficient care to the
best of their knowledge and ability for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013. The directors have
confirmed that there are adequate control & systems for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

(iv) the Directors have prepared the accounts for the financial
year ended 31^st March 2025 on a 'going concern' basis.

(v) the directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively.

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

Corporate Governance and Management Discussion
& Analysis Report

The Company is committed to maintain good corporate
governance standards by applying the best management
practices, compliance with the law in true letter and spirit and
adherence to ethical standards for effective management and
distribution of wealth and discharge of social responsibility for
the sustainable development of all stakeholders.

Parameters of statutory compliances evidencing the standards
expected from a listed entity have been duly observed and a
Report on Corporate Governance as well as the Certificate from
Company Secretary in Practice confirming compliance with

the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations”)
forms part of the Annual Report.

A separate section on corporate governance practices followed
by the Company, together with a certificate from a Practising
Company Secretary confirming its compliance, forms a part
of this Annual Report, as per SEBI Regulations. Further, as per
Regulation 34 read with Schedule V of the Listing Regulations,
a Management Discussion and Analysis Report is annexed
to this report.

Annual Return

As provided under section 134(3)(a) and Section 92(3) of the
Companies Act, 2013, the Annual Return in the prescribed form
MGT-7 as on 31^st March, 2025 is available on the Company's
website at www.stlfasteners.com/investors/.

Business Responsibility and Sustainability Report
(BRSR)

The Company takes pride in presenting its third BRSR for
the FY 2024-25. This report adheres to the format outlined
in the amendment to Regulation 34(2)(f) of the SEBI Listing
Regulations as specified in Gazette Notification No. SEBI/LAD-
NRO/GN/2021/22 dated May 05, 2021 and is included within the
Annual Report. Aligned with the nine principles of the National
Guidelines on Responsible Business Conduct issued by the
Ministry of Corporate Affairs, Government of India, the BRSR for
the FY 2024-25 has been developed and forms part of this report.
The Company has strengthened its existing reporting structure
and mechanisms to ensure the accurate and reliable capture of
data for BRSR disclosures.

Conservation of energy, technology absorption and
foreign exchange earnings and outgo

Information pursuant to the provisions of Section 134(3) (m) of
The Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 relating to conservation of energy,
technology absorption & foreign exchange earnings and outgo is
given by way of Annexure-VI to this Report.

Safety, Health and Environment (SHE) Measures

Protection of the environment is the prime concern of the
Company. The Company complies with the relevant laws and
regulations as well as taking any additional measures considered
necessary to prevent pollution, maximize recycling, reduce waste,
discharges and emissions. The Company conserve natural
resources by their responsible and efficient use in all its operations
and aims to reduce carbon emissions in upcoming years.

Quality Management System

STL has implemented robust Quality, Environment management
Data Security and Health & Safety management system at its

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Proceedings pending, if any, under the Insolvency and
Bankruptcy code, 2016

The Company has neither filed an application during the year
under review nor are any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 as on 31^st March, 2025.

Significant and Material Orders passed by the
Regulators or Courts

During the year under review, the Company has not received
any significant order, demand or notice from any Regulatory
Authority, Courts or tribunals impacting the going concern status
and operations of the Company in future.

Insurance

The Company has taken appropriate insurance for all assets
against foreseeable perils.

Weblink to Important documents/information

The Company has hosted certain policies/documents/
information including inter alia Policy for determining Policy
on Related Party Transactions, Familiarisation programmes
for Independent Directors etc. as per the requirement of
law or otherwise on following the link: https://stlfasteners.
com/investors/.

OTHER DISCLOSURES

During the financial year under review:-

a. The Company has not issued any equity shares with
differential rights as to dividend, voting, or otherwise.

b. Except as disclosed in this report and the financials of the
Company, there was no issue of shares (including sweat
equity shares) to employees of the Company under any
other scheme. The equity shares so issued ranked pari-
passu with the existing fully paid-up equity shares in all
respects as to dividend, etc.

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

d. Neither the Managing Director nor the Wholetime Directors
of the Company receive any remuneration or commission
from any of its subsidiaries.

e. There was no instance of one-time settlement with any
Bank or Financial Institution.

f. The Company does not have any shares in an unclaimed
suspense demat account.

Acknowledgements

The Directors express deep gratitude to our customers for
their sustained support and feedback, which have helped the
company meet evolving needs and diversify its product portfolio
for sustainable business growth. We thank our dedicated
employees for their commitment to our growth and success. We
also appreciate our supply chain partners, whose partnership has
been key to our industry leadership.

Our sincere thanks go to the regulatory authorities, bankers,
financial institutions, rating agencies, stock exchanges,
depositories, auditors, legal advisors, consultants, Technology
partners and other stakeholders. Your commitment to good
governance, transparency, ethics, and accountability has been
crucial to our success.

For and on behalf Board of Directors
Sterling Tools Limited

Anil Aggarwal Atul Aggarwal

Date:- 7^th August, 2025 Chairman & Whole Time Director Managing Director

Place:- Faridabad DIN:00027214 DIN:00125825