Directors Report of Sterling Tools Ltd.

Mar 31, 2025

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:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	64,478.34	60,813.75	1,02,629.95	93197.17
Other Income	683.14	556.06	1,165.40	653.94
Total Revenue	65,161.48	61,369.81	1,03,795.35	93851.11
Total Expenditure (excluding Depreciation and Finance Cost)	55,683.13	52,324.52	91,673.05	82,419.76
Profit before interest, depreciation, taxes and exceptional Items	9,478.35	9,045.29	12,122.30	11,431.35
Less: Interest	585.19	748.38	976.99	946.23
Depreciation	3,090.21	3,123.97	3,481.79	3,305.10
Add/(Less): Exceptional items	-	39.71	-	39.71
Profit Before Tax	5,802.95	5,212.65	7,663.52	7,219.73
Less: Current Tax	1,489.07	1,471.26	1,956.29	1,958.85
Deferred Tax	26.91	(139.22)	(122.08)	(275.62)
Profit for the Year	4,286.97	3,880.61	5,829.31	5,536.50
Add/(Less): Other Comprehensive Income	(951.75)	(346.22)	(952.73)	(347.62)
Total Comprehensive Income for the Year	3,335.22	3,534.39	4,876.58	5,188.88

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.

Subsidiaries, Joint Ventures, and Associate Companies: Changes During the Year

As on 31^st March 2025, the Company has five wholly owned subsidiaries. During the year, the Company had the following subsidiary
Companies, the status of which is mentioned thereto:

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.

S. No	Particulars	Details
1	Amount of unclaimed/ unpaid dividend	?2.95 Lacs
2	Underlying shares transferred to IEPF	9300 Shares

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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Key certifications
IATF 16949 : 2016	Quality Management System
ISO 45001: 2018	Health & Safety Management System
ISO 14001: 2015	Environment Management System
ISO 9001:2015	Quality Management System
ISO 17025	Chemical Testing, Mechanical Testing and Instrument Calibration
ISO 27001:2022	Information Security Management Systems (ISMS)

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

---

Mar 31, 2024

Your Directors are pleased to present the 45^th Annual Report on the business and operations of Sterling Tools limited (''the Company’) and Audited Financial Statements (Standalone and Consolidated) for financial year ended 31^st March, 2024.

Financial Summary & Highlights

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

Particulars	Standalone		Consolidated
	2023-24 60813.75	2022-23 59765.44	2023-24	2022-23 77197.80
Revenue from Operations			93197.17
Other Income	556.04	588.39	653.94	290.01
Total Revenue	61369.79	60353.83	93851.11	77487.81
Total Expenditure (excluding Depreciation and Finance Cost)	52309.25	51126.38	82419.76	67444.21
Profit before interest, depreciation, taxes and exceptional Items	9060.54	9227.45	11431.35	10043.60
Less: Interest	761.88	812.48	946.23	883.69
Depreciation	3123.97	3087.32	3305.10	3171.59
Add/(Less): Exceptional items	39.71	344.26	39.71	344.26
Profit Before Tax	5214.40	5671.91	7219.73	6332.58
Less: Current Tax	1469.09	1427.62	1958.85	1590.02
Deferred Tax	(139.22)	101.34	(275.62)	(45.24)
Profit for the Year	3884.53	4142.95	5536.50	4787.80
Add/(Less): Other Comprehensive Income	(346.22)	50.33	(347.62)	51.15
Total Comprehensive Income for the Year	3538.31	4193.28	5188.88	4838.95

Company''s performance and outlook

• STANDALONE

For FY 2023-24, the standalone performance demonstrated a modest improvement. Revenue from operations rose to ?608 Crs., and the company sustained a robust profit after tax of ?38 Crs. for the year. The overall financial health remains stable, highlighting resilience and consistent performance.

• CONSOLIDATED

The consolidated results for the FY 2023-24 were notably strong. Revenue from operations shows a substantial increase of 21% to ? 931 Cr., with Sterling Gtake E-mobility Limited (SGEM) contributing significantly. Profit before tax increased by 14 % to ? 72 Cr., and profit for the year increased by 16% to ? 55 Cr, underscoring the Company''s robust financial performance and successful strategic initiatives.

On a consolidated basis, the Company demonstrates strong performance in FY 2023-24 and is well-positioned for continued growth. SGEM shows remarkable financial and operational success, driven by strategic initiatives in innovation and sustainability. With a solid market position and forwardlooking growth strategies. SGEM is poised for continued success in the rapidly evolving electric vehicle industry.

The Company is dedicated to increasing its market share by expanding its product portfolio and securing new business in ICE, EV, green energy and industrial segments. Drawing on over 45 years of expertise and robust financial stability, the Company is ideally positioned to seize new opportunities and diversify its portfolio by introducing innovative products through new ventures. The commitment is to deliver best-in-class products to both existing and potential customers, ensuring sustained performance and growth.

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, 2024, includes the Profit and Loss Account for the subsidiaries i.e. Sterling Gtake E-Mobility Limited, Haryana Ispat Private Limited and Sterling Advanced Electric Machines Private Limited for the Financial Year ended 31^st March, 2024.

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 during the year under review, the Board of Directors are pleased to recommend a final dividend of ? 2/- (Rupees Two only) per equity share for the FY 2023-24, 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/assets/upload/investors/202401 11 11 1425-dividend-distribution-policy-496676593880.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 45^th Annual General Meeting.

Deposits

During the year under review, the Company has not accepted any deposits which come 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.

Depository System

As the members are aware, the Company'' shares are compulsorily tradable in electronic form. As on 31^st March 2024, 99.78% of the Company''s total paid-up Capital representing 3,59,46,180 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 of the Depositories.

Capital Structure and Listing

As of 31^st March, 2024, the Company has an Authorized Share Capital of ?10,00,00,000 and a Paid-Up Share Capital of ?7,20,48,422, with the Promoters and persons acting in concert with them holding 65.77% 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 2024-25.

During the year under review, the Company implemented the STL Employee Stock Option Plan, 2023, in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. A certificate from M/s. Dhananjay Shukla & Associates, Secretarial Auditors, regarding this plan will be available for inspection on the Company''s website under the "Investors" section on the date of the Annual General Meeting. A statement providing complete details as of 31^st March, 2024, 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.

Further, there is no change in share capital structure during the year.

Subsidiaries, Joint Ventures, and Associate Companies: Changes During the Year

As on 31^st March 2024, the Company has three wholly owned subsidiaries and one Joint venture company which got liquidated during the year. During the year, the Company has following subsidiary Company/Joint Ventures/Associates, the status of which is mention thereto:

S. No	Name of the Entity	Nature of Relationship	Remarks
1	Sterling Gtake E-Mobility Limited	Wholly owned Subsidiary	Fully operational
2	Haryana Ispat Pvt. Ltd	Wholly owned Subsidiary	Under Amalgamation with the Company
3	Sterling Advanced Electric Machines Pvt Ltd	Wholly owned Subsidiary	New Subsidiary
4	Sterling Fabory India Private Limited	Joint Venture	Liquidated w.e.f. 1st July, 2023

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, 2024 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 have 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 have filed a second motion application with Hon''ble NCLT on 29^th April 2024.

This matter is pending for approval of the scheme by the Hon''ble NCLT The aforesaid Scheme of Arrangement is available on the website of the Company at https://stlfasteners.com/investors/corporate-governance.

2. Update on Incorporation of a wholly owned subsidiary of the Company

Upon approval of the Board of Directors of the Company at its meeting held on 30^th October 2023, the Company has incorporated a wholly owned subsidiary (WOS) in the name of Sterling Advanced Electric Machines Private limited.

3. Update on Voluntary Liquidation of Sterling Fabory India Private Limited

The Board of Directors approved the liquidation of the JV Company on 11^th August 2021, and an application was filed with the NCLT, New Delhi. The final application for voluntary liquidation was submitted on 23^rd March 2023. At the first hearing on 8^th June 2023 NCLT reserved the order and on 1^st July 2023, the Company received dissolution status from the Registrar of Companies, completing the process.

4. Issuance of 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.

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 is no change in the nature of business of the Company during the F.Y. 2023-24.

Directors and Key Managerial Personnel

As on 31^st March 2024, there were Twelve (12) Directors on the Board of the Company, consisting of Seven (7) Independent Directors, Three (3) Non-Executive Director, One (1) Executive Director and One (1) Chairman & Managing Director (CMD).

Changes in the Board of Directors and KMP during the year under review are as follows:

• 8^th May 2023: Mr. Abhishek Chawla appointed as Company Secretary.

• 1^st February 2024: Ms. Rashmi Urdhwareshe (DIN: 08668140) appointed as a Non-executive Independent Director and Mr. Anish Agarwal (DIN: 07056465) as a NonExecutive Non-Independent Director.

• 25^th March 2024: Mr. Vijay Madhav Paradkar (DIN: 00149410) appointed as a Non-Executive Independent Director.

• 31^st March 2024: Mr. Chottu Ram Sharma (DIN: 00522678), Dr. Triloki Nath Kapoor (DIN: 00017692), and Ms. Malini Sud (DIN: 01297943) completed their second term as Independent Directors and ceased to be the Directors of the Company.

Key Managerial Personnel (KMP) as of 31^st March, 2024 were:

• Mr. Anil Aggarwal DIN: 00027214, Chairman & Managing Director.

• Mr. Pankaj Gupta, Chief Financial Officer; and

• Mr. Abhishek Chawla, Company Secretary.

After the closure of FY 2023-24, the following changes happened in the Directorship of the Company:

• Mr. Sanjiv Garg (DIN: 00428757) appointed as a NonExecutive Independent Director w.e.f. 10^th May 2024.

• Change in Designation of Mr. Anil Aggarwal from Chairman & Managing Director to Chairman and 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.

In accordance with the provisions of the Companies Act, 2013, and in terms of Articles of Association of the Company, Mr. Atul Aggarwal, Managing Director is liable to retire by rotation and being eligible, offer himself for re-appointment. The details of Mr. Atul Aggarwal being recommended for re-appointment are included in the notice of the ensuing Annual General Meeting of the Company.

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 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 four (4) times during the FY. 2023-24, 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 complies 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 has been disclosed in Annexure- II attached to this Report and the same have been place 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 27^th January, 2024, the Independent Directors evaluated the Chairman''s performance, incorporating feedback from Executive Directors, NonExecutive Directors, Non-Independent Directors, and the Board as a whole. Additionally, the information flow between Management and the Board was assessed for quality, quantity, and timeliness.

Thereafter, the Nomination and Remuneration Committee in its meeting held on 30^th January, 2024 reviewed the performance of the Board, Independent Directors, Key Managerial Personnel, and Senior Management, considering criteria such as preparedness, meaningful contributions, and key result areas.

Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in Annexure-III and forms part of this Report.

All related party transactions that were approved by the Audit Committee were periodically reported to Audit Committee. None of the Contracts, Arrangements and transactions with related parties required approval of the Board/Shareholders under Section 188(1) of the Act and 23(4) of SEBI Listing Regulations. Further, during the year under review, there were no material related party transactions in terms of Regulation 23 of SEBI Listing Regulations. 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 observation reported by the Statutory Auditors in its reports on standalone and consolidated financial statements of the Company for the year ended 31^st March, 2024 forming part of this report.

II) Secretarial Auditors

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, 2024.

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-IV. There are no qualifications, reservations or adverse qualification made by Secretarial Auditors in their Report for the year ended 31^st March, 2024.

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 V.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Mr. Santosh Kumar Pradhan, Practicing Company Secretaries. The Annual Secretarial Compliance Report doesn''t contain any qualification, reservation, or adverse remarks and the same is available at https:// stlfasteners.com/investors/corporate-governance.

III) Cost Auditors

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 141 read with 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, 2024.

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 course of their audit, there were no fraud by the Company or on the Company by its officers or employees, noticed or reported in the Independent Auditors'' Report which forms part of this Report. Hence, there was no requirement to report the same to the Audit Committee or Board of Directors of the Company.

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, 2024, 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 is included in this annual report and have issued an attestation report on our 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 audits for North-based manufacturing plants were conducted by M/s S.R. Dinodia & Co., LLP, and for Kolar Plant by M/s Protiviti India Member Pvt Ltd and 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, 2024, the 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 prioritises 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.

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/ assets/upload/investors/20240111111425-stl-policy-whistle-blower-47947225169.pdf.

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 merit and sustained high performance. The Company''s human resource management culture emphasize enabling employees to develop their skills, grow in their careers, and navigate their 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 under review. The Company had a total of 614 permanent employees as on 31^st March, 2024.

Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure VI. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014).

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said 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 CSR policy and implemented by the company on CSR initiatives taken during the year

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-VII of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website of the Company, https://stlfasteners. com/investors/corporate-policies.

Sexual Harassment

The Company has in place an Internal Complaint Committee as required under Section-4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During the year under review, there were no complaints pertaining to sexual harassment.

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 Notes 5 and 14 of the standalone financial statements.

Credit Rating

The ICRA Limited ("ICRA”), the credit rating agency has reaffirmed the Long-Term Credit rating AA- Outlook Stable 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 2024, the Gross Fixed Assets including intangible assets stood at ?52,015.62 Lacs and Net Fixed Assets stood at ?25,283.48 Lacs. Additions during the year amounted to ?2786.61 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, 2024 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.

S. No	Particulars Details
1	Amount of unclaimed/ unpaid dividend ? 4.61 Lacs
2	Underlying shares transferred to IEPF 3360 Shares

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 2024, 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 2024 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.

Extract of Annual Return

As provided under section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return in the prescribed form MGT-7 as on 31^st March, 2024 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 second BRSR for the F.Y. 2023-24. 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 our 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 F.Y. 2023-24 has been developed and forms part of this report. the Company has bolstered its existing robust 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-VIII 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 take any additional measures considered

necessary to prevent pollution, maximize recycle, 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 emission in upcoming years.

Quality Management System

STL has implemented robust Quality, Environment management, Data Security and Health & Safety management system at its manufacturing facilities. The facilities are certified by:

Key certifications
IATF 16949 : 2016	Quality Management System
ISO 45001: 2018	Health & Safety Management System
ISO 14001: 2015	Environment Management System
ISO 9001:2015	Quality Management System
ISO 17025	Chemical Testing, Mechanical Testing and Instrument Calibration
ISO 27001:2022	Information Security Management Systems (ISMS)

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, 2024.

Significant and Material Orders passed by the Regulators or Courts

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/.

Acknowledgements

The Directors express deep gratitude to our customers for their sustained support and feedback, which have helped Sterling 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

Atul Aggarwal

Date:- 13^th August, 2024 Managing Director

Place:- Faridabad DIN:00125825

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Mar 31, 2023

Your Directors are pleased to present the 44^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 March, 2023.

Financial Summary & Highlights

The Highlights of the Financial Performance and State of Company''s Affairs for the FY 2022-23 vis-a-vis FY 2021-22 is summarised as under:

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	59,765.44	47,124.25	77,197.80	50,958.32
Other Income	588.39	338.30	290.01	302.65
Total Revenue	60,353.83	47,462.55	77,487.81	51,260.97
Total Expenditure (excluding Depreciation and Finance Cost)	51,126.38	40,132.55	67,444.21	44,302.34
Profit before interest, depreciation, taxes and exceptional Items	9,227.45	7,330.00	10,043.60	6,958.63
Less: Interest	812.48	662.65	883.69	686.74
Depreciation	3,087.32	2,700.77	3,171.59	2,733.55
Share of loss of investment accounted for using equity method	-	-	-	(61.66)
Add : Exceptional Item	344.26	-	344.26	-
Profit Before Tax	5,671.91	3,966.58	6,332.58	3,476.68
Less: Current Tax	1,427.62	1,040.72	1,590.02	1,043.94
Deferred Tax	101.34	(46.95)	(45.24)	(120.82)
Profit for the Year	4,142.95	2,972.81	4,787.80	2,553.56
Add: Other Comprehensive Income	50.33	236.24	51.15	238.09
Total Comprehensive Income for the Year	4,193.28	3,209.05	4,838.95	2,791.65

Company''s performance and Future outlook

The Company''s strategic objective is to develop a well-diversified presence across all automotive segments and improve the overall product mix with a focus on green energy. Under the guidance of experienced management, your Company has demonstrated internal growth potential with a young and dynamic workforce which enables your Company to excel in new business areas.

FY 2022-23 was the first full year post covid-19 disruption with the stable business environment. The key highlights of the Company''s performance (Standalone) during the FY 2022-23 are as under:

• Revenue from Operations increased by 27% at '' 598 Crores;

• Profit before tax increased by 43% at '' 57 Crores;

• Profit after tax increased by 39% at '' 41 Crores;

• Cash profit increased by 27% at '' 72 Crores.

FY 2022-23 was also the first full year of the operations of Sterling Gtake E-Mobility Limited (SGEM), the wholly owned subsidiary of Sterling Tools Limited, which is one of

the largest Motor Control Unit (MCU) supplier for electric high-speed scooters in India. With the positive Profit After Tax (PAT) of SGEM in its first full year of operation, the Company''s consolidated income raised to '' 775 Crores (51% higher).

Management looks at the future with optimism and hopes to touch new heights in times to come. The outlook of the Company as well as the Automobile Industry is provided in detail in Management Discussion and Analysis Report forming part of this Directors'' Report.

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 robust track record of rewarding its shareholders with a generous dividend pay-out. In view of the strong operational and financial performance during the year under review, the Board of Directors are pleased to recommend a final dividend of '' 2 per equity share

of face value of '' 2/- each (100%) for the year ended 31 March, 2023 subject to the approval of shareholders in the ensuing Annual General Meeting of the Company. The dividend pay-out will be in accordance with the Company''s Dividend Distribution Policy. The Policy is available on the Company''s website https://stlfasteners.com/wp-content/ uploads/2022/05/Dividend-Distribution-Policy-.pdf.

As per 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. The Company shall, accordingly, make the payment of Final Dividend after deduction of Tax at Source. Regarding the details of procedure for declaration & payment of dividend, shareholders are requested to refer to the Notice of 44^th Annual General Meeting of the company.

Deposits

During the year under review, the Company has not accepted any deposits which come 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.

Depository System

As the members are aware, the Company'' shares are compulsorily tradable in electronic form. As on 31 March, 2023, 99.77% of the Company''s total paid-up Capital representing 3,59,40,675 equity shares are in dematerialised 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 dematerialisation from either of the Depositories.

Capital Structure and Listing

As on 31 March, 2023, the Company has Authorised Share Capital of '' 10,00,00,000/- and Paid Up Share Capital of '' 7,20,48,422/-. The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. The Company had paid the Listing fees to both the Stock Exchanges and there are no arrears on account of payment of listing fees to the said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 65.77% share capital of the Company as on 31 March, 2023.

There is no change in share capital structure during the year under review.

Subsidiaries, Joint Venture and Associate Companies

As on 31 March, 2023, the Company has 2 Wholly owned Subsidiaries. The highlights of the performance and other details of subsidiary Companies are given below:

1. Sterling Gtake E-Mobility Limited: Sterling Gtake E-Mobility Limited (SGEM) was incorporated on 10 January, 2020 for the purpose of manufacturing/ developing and trading Motor Control Units (MCUs) for Electric Vehicles on technical collaboration with a China based Company named Jiangsu Gtake Electric Company Limited. During the year under review, SGEM recorded a total revenue of '' 17,469.43 Lacs which is 4.5 times of previous year and the profit after tax for the year ended 31 March, 2023 is '' 748.04 Lacs i.e. Net profit in first year of its full operations.

2. Haryana Ispat Private Limited: The Company acquired 100% shareholding of Haryana Ispat Private Limited (HIPL). For the financial year ended 31 March, 2023, HIPL recorded the revenue of '' 9.77 Lacs and the Profit after Tax for the year ended 31 March, 2023 is '' 5.46 Lacs.

Status update on Joint Venture Company:

3. Sterling Fabory India Private Limited

Sterling Fabory India Private Limited (JV Company) was incorporated on 9 March, 2010 as a Joint Venture (JV) Company between Sterling Tools Limited and Fabory Masters in Fasteners Group BV. During the year under review, the Company has paid off all the liabilities and the balance amount left after setting off assets and liabilities, was remitted to the Shareholders of the Company.

JV Company vide its Annual General Meeting dated 03 June, 2022 appointed a Voluntary Liquidator to liquidate its operation. The petition for Voluntary Liquidation was filed by the Voluntary Liquidator, Mr.Chetan Gupta with the National Company Law Tribunal (NCLT) on 23 March, 2023 and the Hon''ble NCLT vide its Order dated 16 June, 2023 has given approval for Voluntary Liquidation of JV Company.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements in Form AOC-1 annexed as Annexure -1.

Consolidated Financial Statements

Your Directors have pleasure in enclosing 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.

The Consolidated Profit and Loss Account for the period ended 31 March, 2023, includes the Profit and Loss Account for both the subsidiaries i.e. Haryana Ispat Private Limited and Sterling Gtake E-Mobility Limited for the complete Financial Year ended 31 March, 2023 and Profit and Loss Account for Joint Venture viz. Sterling Fabory India Private Limited for the period upto June 2, 2022.

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 Annual report section at https://stlfasteners.com/home/investors/.

Change in the nature of business, if any.

There is no change in the nature of business of the Company during the financial year ended 31 March, 2023.

Directors and Key Managerial Personnel

The Company has a professional Board with an optimum combination of Executive and Non-executive Director who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. During the year under review, the Non-Executive Director of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, Advisory fees, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

During the FY 2022-23, no changes took place in the composition of the Board of Directors of the Company.

In accordance with Section 152 of the Act, Mr. Anil Aggarwal (DIN:0027214), who has been in the office, is liable to retire by rotation at the ensuing 44^th Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his appointment for the approval of the members of the Company in the ensuing 44^th AGM. A resolution seeking shareholders'' approval for his reappointment forms part of the Notice of AGM.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Anil Aggarwal, Chairman & Managing Director, Mr. Atul Aggarwal, Whole Time Director and Mr. Pankaj Gupta, Chief Financial Officer of the Company as on 31 March, 2023.

Ms. Vaishali Singh, Company Secretary cum Compliance Officer vide her letter dated 9 November, 2022 tendered

her resignation from the position of Company Secretary cum Compliance Officer of the Company to the Board of Directors of the Company w.e.f closure of business hours of 9 November, 2022. In her place, Mr. Abhishek Chawla has been appointed as Company Secretary and Compliance Officer of the Company in the Board Meeting held on 08 May, 2023, based on recommendation of Nomination & Remuneration Committee Meeting held on that date.

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. In the opinion of the Board of Directors, all the Independent Directors have relevant integrity, skills, expertise, experience and proficiency.

Number of meetings of the Board and attendance of the Directors

The Board met 4 (Four) times during the FY 2022-23, in respect of which notices were given and the proceedings were properly recorded. For details of the meetings of the Board and attendance of the Directors, please refer Page No. 51 of Corporate Governance Report attached to this Annual Report.

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

The Company complies 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 has been disclosed in Annexure-II attached to this Report and the same have been place on the Website of the Company at https://stlfasteners.com/home/investors/.

Policy on Board Diversity

The Company recognises and embraces the importance of a diverse Board in its success. We believe 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 Board Diversity Policy 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 including functional Heads of the Company. The committee also oversees the conduct of the annual review of board effectiveness. The Nomination & Remuneration Committee and the Board in their meetings held on 8 May, 2023 have also included the functional head under the category of Senior Management Personnel of the Company.

The said Committee has adopted a formal policy on Board diversity which sets out a framework to promote diversity on Company''s Board of Directors.

Particulars of contracts or arrangements with Related Parties

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - III and forms part of this Report.

Audit Committee - Meetings of the Committee & Attendance of Members

The Audit Committee''s composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015. Members of the Audit Committee possess financial / accounting expertise / exposure. The purpose of this Committee is to ensure the objectivity, credibility and correctness of the Company''s financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.

As at 31 March, 2023, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Mr. Chhotu Ram Sharma, Mr. Rakesh Batra, Mr. Shailendra Swarup, and Mr. Anil Aggarwal, majority of them being Independent Directors except Mr. Anil Aggarwal, who is the Chairman cum Managing Director

of the Company. Mr. Chhotu Ram Sharma, Independent Director, is the Chairman of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year under review.

Four meetings were conducted during the year in respect of which proper notices were given and the proceedings were properly recorded. For details of the meetings of the Audit Committee and attendance of the Members, please refer Page No. 55 of Corporate Governance Report attached to this Annual Report.

Nomination & Remuneration Committee - Meetings of the Committee & Attendance of Members

The Nomination & Remuneration Committee''s (NRC) composition meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015.

As at 31 March, 2023, the NRC Committee of the Board of Directors of the Company comprised of 3 (Three) Members, namely Mr. Chhotu Ram Sharma, Mr. Rakesh Batra and Mr. Shailendra Swarup, all of them being Independent Directors. Mr. Chhotu Ram Sharma, an Independent Director, is the Chairman of the Committee. One meeting of NRC Committee was conducted during the year in respect of which proper notice was given and the proceedings were properly recorded. For details of the meetings of the NRC Committee and attendance of the Members, please refer Page No. 55 of Corporate Governance Report attached to this Annual Report.

Stakeholders'' Relationship Committee - Meetings of the Committee & Attendance of Members

The Stakeholders'' Relationship Committee''s (SRC) composition meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015.

As at 31 March, 2023, the SRC Committee of the Board of Directors of the Company comprised of 3 (Three) Members, namely Mr. Shailendra Swarup, Mr. Chhotu Ram Sharma and Mr. Atul Aggarwal and majority of them being Independent Director except Mr. Atul Aggarwal, who is Whole time Director of the Company. Mr. Shailendra Swarup, an Independent Director, is the Chairman of the Committee.

One meeting of SRC Committee was conducted during the year in respect of which proper notice was given and the proceedings were properly recorded. For details of the meetings of the SRC Committee and attendance

of the Members, please refer Page No. 56 of Corporate Governance Report attached to this Annual Report.

Risk Management Committee - Meetings of the Committee & Attendance of Members

The Risk Management Committee''s (RMC) composition meets with requirements of Regulation 21 of the Listing Regulations, 2015.

As at 31 March, 2023, the RMC Committee of the Board of Directors of the Company comprised of 5 (Five) Members, namely Mr. Anil Aggarwal, Mr. Rakesh Batra, Mr. Atul Aggarwal, Mr. Jaideep Wadhwa and Mr. Pankaj Gupta. Two meetings of RMC Committee were conducted during the year in respect of which proper notice were given and the proceedings were properly recorded. For details of the meetings of the RMC Committee and attendance of the Members, please refer Page No. 57 of Corporate Governance Report attached to this Annual Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on 05 January, 2017, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance.

In a separate meeting of independent directors, the performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, considering the views of Executive Directors and NonExecutive Directors of the Company.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the independent directors and meeting of the Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent

directors was done by the entire board, excluding the independent director being evaluated.

Corporate Social Responsibility Committee

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-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website of the Company, (https://stlfasteners.com/home/investors/).

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 September, 2022.

Statutory Auditors'' Report

There have 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 year ended 31 March, 2023.

II) Secretarial Auditors'' 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 ending 31 March, 2023.

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 - V. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year ended 31 March, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Santosh Kumar

Pradhan, Practicing Company Secretaries. The Annual Secretarial Compliance Report doesn''t contain any qualification, reservation, or adverse remarks.

III) Cost Auditors

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 141 read with 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 ending 31 March, 2023.

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 course of their audit, there were no fraud by the Company or on the Company by its officers or employees, noticed or reported in the Independent Auditors'' Report which forms part of this Report. Hence, there was no requirement to report the same to the Audit Committee or Board of Directors of the Company.

Internal Financial Control Systems and their adequacy

The Company has a robust Management Information System, which is an integral part of the control mechanism. The Company has adopted the policies and procedures which intended to increase the transparency & accountability in designing and implementation of the system of internal control in the Company.

The management assessed the effectiveness of the Company''s internal control over financial reporting (as defined in Clause 18(3) of SEBI Listing Regulations) as of 31 March, 2023.

Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognises that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

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

The Company has well established Internal audit function. Risk based audit are performed for all businesses, functions & locations (Plant, Branch, warehouse, corporate office). The internal audit is entrusted to M/s S.R. Dinodia & Co., LLP, a firm of Chartered Accountants for the North based manufacturing plants of the Company and M/s Protiviti India Member Private Limited for South based manufacturing plant of the Company.

Internal Audit plan is approved by the Audit Committee, further on a quarterly basis summary of key findings along with their root cause analysis and action taken status are presented to the Audit Committee. 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, Statutory Auditors and the Management Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Listing Regulations 2015), our audit committee has concluded that, as of 31 March, 2023, our internal financial controls were adequate and operating effectively.

Risk Management

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

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 continuous basis.

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/home/ investors/.

Extract of Annual Return

As provided under section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return in the prescribed form MGT-7 as on 31 March, 2023 is available on the Company''s website at www.stlfasteners.com/ investors/.

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 Notes 5 and 14 of the standalone financial statements.

Material changes and commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments which could affect the Company''s financial position has occurred between the end of the financial year of the Company and date of this report.

Credit Rating

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

Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure VI. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014)

Having regard to the provisions of the first proviso to Section 136(1) of The Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said 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.

Capital Expenditure

As on 31 March, 2023, the Gross Fixed Assets including intangible assets stood at '' 49,533.34 Lacs and Net Fixed Assets stood at '' 25,692.30 Lacs. Additions during the year amounted to '' 2,202.49 Lacs.

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-VII to this Report.

Transfer to Investor Education and Protection Fund

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.

Corporate Governance and Management Discussion & Analysis 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 Listing 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.

Business Responsibility and Sustainability Report (BRSR)

At a time and age when enterprises are increasingly seen as critical components of the social system, they are accountable not merely to their shareholders from a revenue and profitability perspective but also to the larger society which is also its stakeholder.

The Business responsibility and sustainability report seeks disclosure on the performance of the Company against nine principles of the “National Guidelines on Responsible Business Conduct'' (''NGRBCs''). As per the SEBI Circulars, effective from the FY 2022-23, reporting & filing of BRSR is mandatory for the top One Thousand listed companies by market capitalization as on 31 March 2023 and your Company is covered under the said limit. BRSR describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format as specified by SEBI is enclosed to this Report.

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 FY ended 31 March, 2023, 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 FY ended 31 March, 2023 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.

Safety, Health and Environment (SHE) Measures

Protection of the environment is the prime concern of your Company. Your Company complies with the relevant laws and regulations as well as take any additional measures considered necessary to prevent pollution, maximise recycle, reduce waste, discharges and emissions. Company Conserve natural resources by their responsible and efficient use in all its operations and plant trees.

Name of the companies which have become or ceased to be Company''s subsidiaries, Joint venture or Associate Companies during the year

During the year under review Sterling Fabory india Private Limited, the Joint Venture Company vide its Annual General Meeting dated 03 June, 2022 appointed a Voluntary Liquidator to liquidate the Company''s operation.

The petition for Voluntary Liquidation was filed by the Voluntary Liquidator, Mr. Chetan Gupta with the National Company Law Tribunal (NCLT) on 23 March, 2023 and the Hon''ble NCLT vide its Order dated 16 June, 2023 has approved Voluntary Liquidation of the Company.

Except as above, no Company have become or ceased to be the Company''s subsidiaries, Joint Venture or Associate during the year ended 31 March, 2023.

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

The Company has neither filed any application during the year under review nor any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at 31 March, 2023.

The details of difference between amount of the time of one time Settlement and the Valuation done while taking loan from the Bank or Financial institutions along with the reasons thereof

No such event has occurred during the year under review. Quality Management System

STL has implemented robust Quality, Environment management and Health & Safety management system at its manufacturing facilities. The facilities are certified by:

Key certifications
IATF16949:2016	Quality Management System
ISO 45001 : 2018	Health & Safety Management System
ISO 14001 : 2015	Environment Management System
ISO 9001:2015	Quality Management System
ISO 17025	Chemical Testing, Mechanical Testing and Instrument Calibration

Cash Flow Analysis

In compliance with the provisions of Regulation 34 of the SEBI Listing Regulations Regulations, 2015, the Cash Flow Statement for the year ended 31 March, 2023 is part of this Annual Report.

Sexual Harassment

The Company has Constituted an Internal Complaint Committee as required under Section-4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

During the year under review, there were no complaints pertaining to sexual harassment.

Significant and Material Orders passed by the Regulators or Courts

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

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

Human Resources

Our employees are our most important assets. We are committed for hiring and retaining the best talent. For this, we focus on promoting a collaborative, transparent and

participative organisation culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their career and navigate navigate to their next level of achievements next.

STL'' 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 under review.

The Company had a total of 585 permanent employees as on 31 March, 2023.

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 programs for Independent Directors etc. as per the requirement of law or otherwise on following the link: https://stlfasteners.com/investors/.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all Company'' personnel.

Your Directors look forward to their continued support.

For and on behalf Board of Directors Anil Aggarwal

Date: 2 August, 2023 Chairman & Managing Director

Place: Faridabad DIN-00027214

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the 39^th Annual Report on the business and operations of your Company and Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2018.

Financial Results

The Company’s performance for the Financial Year 2017-2018 vis-a-vis 2016-2017 is summarized as under:

(Amount in Lacs)

Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Profit Before Tax	7492.62	6037.13	7536.17	6029.21
Less: Current Tax	2645.39	2009.71	2649.87	2011.76
Deferred Tax	(18.88)	106.90	(18.88)	106.90
Profit for the year	4866.11	3920.52	4905.18	3910.55
Add: Other Comprehensive Income	(46.12)	(9.40)	(46.12)	(9.40)
Total Comprehensive Income for the year	4819.99	3911.12	4859.06	3901.15
Appropriations: Interim Dividend	720.48	684.46	720.48	684.46
Tax on Interim Dividend	146.67	139.34	146.67	139.34
Transfer to General Reserve	0.00	391.00	0.00	391.00
Balance Carried to Balance Sheet	3952.84	2696.32	3991.91	2686.35

Company’s performance and Future outlook

The highlights of the Company’s performance (Standalone) during the Financial Year 2017-18 are as under:

- Profit before Tax increased by 24.11% at Rs. 7492.62 Lacs.

- Total Comprehensive Income increased by 23.24% to Rs. 4819.99 Lacs.

- Cash Profit increased by 18.00% to Rs. 6578.84 Lacs.

The Company is going to set up its fourth manufacturing facility at Vemagal Industrial Area, Kolar district, Bengaluru. Land admeasuring 10 acres for said purpose has already been taken on long term lease from Karnataka Industrial Authority Development Board (KIADB). The said facility would be operational in April, 2019 with its first phase annual capacity of 6000 MT by investing Rs. 90 Crores as initial capex including the cost of land.

The Management looks the future with optimism and hopes to do better in year to come.

Dividend

Considering the good financial performance of the Company, the Directors had, in their meetings held on 7^th September, 2017 and 13^th February, 2018 recommended 50% dividend each time, thus aggregating to 100% interim dividend for financial year 2017-2018 against 100% dividend in previous financial year. These two interim dividends have already been paid and taking note of this payout, the Directors have not recommended any final dividend for financial year 2017-2018 and the interim dividends already declared and paid be considered as final dividend for the financial year 2017-2018.

The total outflows on account of said Interim Dividends (including Dividend Distribution Tax, Surcharge and Education Cess) amount to Rs. 867.15 Lacs.

Transfer to General Reserve

The Company has not transferred any funds to General Reserves out of the amount available for appropriation.

Deposits

The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Depository System

As the members are aware, the Company’ shares are compulsorily tradable in electronic form. As on March 31, 2018, 99.65% of the Company’s total paid-up Capital representing 35899614 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 on 31^st March, 2018, the Company has Authorised Share Capital of Rs.10,00,00,000/-and Paid Up Share Capital of Rs. 7,20,48,422/-. During the year, Company has allotted 1801211 Equity Shares to Meidoh Co. Ltd. Japan on Preferential Basis on 20^th June, 2017. The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 65.32% share Capital of the Company as on 31^st March, 2018.

Subsidiaries, Joint Venture and Associate Companies

As on date, the Company has one Joint Venture Company named Sterling Fabory India Pvt. Ltd.- a Joint Venture on 50:50 basis with a Netherland based Company named Fabory Masters in Fasteners Group B.V.. There has been no change in the nature of business carried out by said Joint Venture Company during Financial Year 2017-2018.

Further the Company has acquired 100% shareholding of Haryana Ispat Pvt. Ltd. on 25^th November, 2016. Hence the said Company is a wholly owned Subsidiary of our company w.e.f. 25^th November, 2016.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a Statement containing the salient features of financial statements of both the Companies Joint Venture Company named Sterling Fabory India Pvt. Ltd. and Wholly Owned Subsidiary Company named Haryana Ispat Pvt. Ltd. by way of Form AOC-1 is attached to the Accounts as an Annexure -I.

In accordance with 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 has been placed on the website of the Company, www.stlfasteners.com/new/news.asp.

Number of meetings of the Board and attendance of the Directors

6 (Six) board meetings were conducted during the year in respect of which proper notices were given and the proceedings were properly recorded. For details of the meetings of the Board and attendance of the Directors, please refer Page No. 41 of Corporate Governance Report attached to this Annual Report.

Disclosure under Secretarial Standard-1 (SS-1):

Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10) of Section 118 of Companies Act, 2013. As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1), the Company complies with the provisions of applicable Secretarial Standards in respect of the convening of the Board & General Meetings.

Extract of Annual Return

As provided under section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the extract of Annual Return in the prescribed form MGT-9 has been given by an Annexure-II attached to this Report.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Act, Mr. C.R. Sharma, Dr. T.N. Kapoor and Ms. Malini Sud have been appointed as Independent Directors. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Mr. Atul Aggarwal retires by rotation and being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Anil Aggarwal, Managing Director, Mr. Atul Aggarwal, Whole time Director and Chief Financial Officer of the company and Vaishali Singh, the Company Secretary. There has been no change in the key managerial personnel during the year.

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 Act has been disclosed in an Annexure-III attached to this Report.

Policy on Board Diversity

In accordance with the clause 49(IV) of the Listing Agreement readwith the SEBI (Listing Obligations & Disclosure Requirement) Regulation, 2015, the Nomination and Remuneration Committee (NRC) has framed and adopted a formal policy on Board diversity which sets out a framework to promote diversity on Company’s Board of Directors. The Company recognizes the importance and benefits of having the diversified Board to enhance quality of its performance. The policy inter-alia specifies optimum combination of Executive Directors, Non-Executive Directors and Independent Directors, the recommendatory requirement for each of the Directors to possess functional diversity and role of NRC to ensure that the same policy is considered while recommending the appointment of new Directors on the Board of company.

Particulars of Loans, Guarantees or Investments under section 186

The Company has not provided any loans or Guarantees under Section 186 during the year. It has invested Rs. 6,88,25,000/-(Rupees Six Crores Eighty Eight Lacs Twenty Five Thousand only) in Equity share Capital of Sterling Fabory India Private Limited, a Joint venture Company and Rs. 11,98,50,000/- (Rupees Eleven Crores Ninety-Eight Lacs Fifty Thousand Only) in Equity Share Capital of Haryana Ispat Private Limited, a Subsidiary Company till 31^st March 2018.

Transactions with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms’ length basis.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-IV in Form AOC-2 and the same forms part of this report.

Audit Committee, Meetings of the Committee & Attendance of Members:

The Committee’s composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015. Members of the Audit Committee possess financial / accounting expertise / exposure. The purpose of this Committee is to ensure the objectivity, credibility and correctness of the Company’s financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.

At present, the Audit Committee comprises of following Directors as members having wide experience and knowledge of Corporate Affairs, Income Tax & Finance.

- Shri. C. R. Sharma - Chairman(Non Executive Independent Director)

- Dr. T. N. Kapoor - Member(Non Executive Independent Director)

- Ms. Malini Sud - Member(Non Executive Independent Director)

- Shri Anil Aggarwal - Member(Managing Director)

All the recommendations made by the Audit committee during the year had been accepted by the Board.

Five meetings were conducted during the year in respect of which proper notices were given and the proceedings were properly recorded. For details of the meetings of the Audit Committee and attendance of the Members, please refer Page No. 44 of Corporate Governance Report attached to this Annual Report.

Board Evaluation

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings etc.

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In addition to above said, Chairman of the Company was also evaluated on the key aspects of his role.

In a separate meeting of independent directors held on 25th December, 2017, performance of nonindependent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive and Non-executive directors.

Material changes and commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, 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.

Credit Rating

The Company’ domestic credit rating has been improved from A to of AA- by ICRA on 25^th July, 2018 which reflects the Company’s financial discipline and prudence.

Corporate Social Responsibility

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 format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website of the Company, (www.stlfasteners.com/new/news.asp).

Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

Disclosures relating to remuneration and other details 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 the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said 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.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given by way of Annexure-VI to this Report.

Capital Expenditure

As on March 31, 2018, the Gross Fixed Assets stood at Rs. 26934.74 Lacs and Net Fixed Assets stood at Rs. 14861.74 Lacs. Additions during the year amounted to Rs. 1772.34 Lacs.

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-VII to this Report.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 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 as on 28^th September, 2017 (date of last Annual General Meeting) on the Ministry of Corporate Affairs’ website.

Corporate Governance and Management Discussion & Analysis Report

A separate section on corporate governance practices followed by the Company, together with a certificate from the auditors 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.

Director’s Responsibility Statement

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

(i) in the preparation of the accounts for the Financial Year ended 31^st March, 2018, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 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, 2018 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.

Industrial Relations

During the year under review, harmonious industrial relations were maintained in your Company.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and under SEBI Listing Regulations.

Statutory Auditors

I) Appointment

M/s Walker Chandiok & Co., LLP were appointed as Statuary Auditors of the Company for a term of 5 years at the Annual General Meeting held on 28^th September, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company from the conclusion of forthcoming Annual General Meeting of the Company until the conclusion of the 43^rd Annual General Meeting of the Company. Further consequent to amendment in Section 139 of Companies Act, 2013 vide Notification No. S.O. 1833(E) dated 7^th May 2018, ratification of appointment of Statutory Auditor in every Annual General Meeting is no longer required.

II) Report

The Auditors’ Report and Notes on Accounts for the financial year 2017-2018 are self-explanatory and therefore do not call for any further comments. The Auditors’ Report doesn’t contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the auditors has not reported to the Board, under sub-section (12) of section 143 of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

Secretarial Auditors’ report

M/s Santosh Kumar Pradhan, Company Secretaries was appointed as the Secretarial Auditor of the Company for the Financial Year 2017-2018, who has conducted the Secretarial Audit of the Company for the year 2017-2018. The Secretarial Auditors’ Report doesn’t contain any qualification, reservation or adverse remarks. The said Secretarial Audit Report is annexed as Annexure-VIII to this Report.

Cost Auditors

The Company has appointed M/s Jitender, Navneet & Co., the Cost Auditors to conduct the cost audit of the Company’ cost records for financial year 2018-2019.

Internal Financial Control Systems and their adequacy

In order to ensure that the policies and procedures adopted by STL for conducting its business orderly and efficiently, STL is in process of aligning its internal financial control systems on lines of globally accepted risk based framework.

STL’s existing internal financial control systems are adequate for the nature of its business and the size of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

In the beginning of the year, the scope of audit exercise and the key business processes and selected risk areas to be audited are decided in consultation with the Audit Committee. The Internal Audit is carried out by a firm of external Chartered accountants and covers all departments. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

Safety, Health and Environment (SHE) Measures

Protection of environment is the prime concern of your Company. Your Company complies with the relevant laws and regulations as well as take any additional measures considered necessary to prevent pollution, maximize recycle, reduce waste, discharges and emissions. Company Conserve natural resources by their responsible and efficient use in all its operations and plant trees.

Quality Management System

Sterling Tools Limited has three manufacturing Units, Wire Processing Unit and two fastener manufacturing plants. All the Units are certified to ISO 9001 standard.

Both the Fastener manufacturing units are certified to the following standards:

- TS16949

- ISO 14001

- OSHAS 18001

STL laboratory at DLF plant is certified to ISO 17025 for Chemical Testing, Mechanical Testing and Instrument Calibration. STL Tech Centre is also certified for Mechanical and Special testing as per ISO 17025

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, 2018 is annexed hereto.

Sexual Harassment

The Company has Constituted an Internal Complaint Committee as required under Section-4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

During the year under review, no complaint was reported.

Significant and Material Orders passed by the Regulators or Courts

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.

Risk Management

The Company has a risk management policy, the objective of which is to lay down a structured framework of identifying potential threats to the organisation on a regular basis, assessing their occurrence and develop a plan to mitigate the impact of such risk on the Company to the extent possible. The policy recognizes that all the risks can’t be eliminated but these could be controlled or minimized through effective mitigation measures and by effective internal controls.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act 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 www.stlfasteners.com.

Consolidated Financial Statements

Your Directors have pleasure in enclosing the Consolidated Financial Statements in addition to the standalone financial statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard. Highlights of Performance and other details of Subsidiaries and Joint Venture Companies during the period are given below:

I. Haryana Ispat Pvt. Ltd. - Subsidiary Company:

The Subsidiary Company became a subsidiary on 25^th November, 2016. During the year under review, the revenue of the Subsidiary Company is Rs. 19.41 Lacs. Further, the income of the Subsidiary for the year is Rs. 13.23 Lacs.

II. Sterling Fabory India Pvt Ltd- Joint Venture Company:

The Joint Venture Company was incorporated on 9^th March, 2010 as a JV. During the year under review, the revenue of the JV Company is Rs. 1228.54 lacs and the profit of the Company is Rs. 51.71 lacs

Human Resources

The Company believes and considers its human resources as the most valuable asset. Hence continues its focus on their retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. The policy of the Company not only meets all applicable statutory requirements but also focuses on motivation, learning and training of employees for the overall development of human resources.

The directors are pleased to record their appreciation for the services rendered by the employees and staff at all levels.

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 link: www.stlfasteners.com/

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all Company’ personnel.

Your Directors look forward to their continued support.

For and on behalf of the Board

M. L. Aggarwal

Date: 11^th August, 2018 Chairman

Place: Faridabad DIN No. 00027380

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Mar 31, 2017

Board’s Report

Dear Members,

The Directors are pleased to present the 38th Annual Report on the business and operations of your Company and Audited Financial Statements for the financial year ended March 31, 2017.

Financial Results

The Company''s performance for the Financial Year 2016-2017 vis-a-vis 2015-2016 is summarized as under:

(Amount in Lacs)

Particulars	Standalone		Consolidated*
	2016-2017	2015-2016	2016-2017	2015-2016
Revenue from Operations (Net)	37392.23	36937.47	37777.08	37224.75
Profit before interest, depreciation and tax	8030.15	6248.50	8025.95	6208.42
Interest	507.54	561.76	507.54	561.76
Depreciation	1533.44	1340.58	1538.04	1346.82
Profit Before Tax (PBT)	5989.17	4346.16	5980.37	4299.84
Provision for Tax	2103.49	1504.63	2104.15	1495.37
Profit After Tax (PAT)	3885.68	2841.53	3876.22	2804.47
Appropriations: Interim Dividend Tax on Interim Dividend Transfer to General Reserve Balance Carried to Balance Sheet	684.46 139.34 391.00 12580.38	1026.69 209.01 284.00 9909.51	684.46 139.34 391.00 12144.63	1026.69 209.01 284.00 9483.21

Company’s performance and Future outlook

During the year under review, your Company has taken measures to enhance operational efficiencies by changing Product Mix, improvements at shop floor and reducing rejections.

The highlights of the Company''s performance during the Financial Year 2016-17 are as under:

- Revenue from operations increased by 1.23% to Rs. 37392.23 Lacs.

- Exports decreased by 20.41% to Rs. 2654.14 Lacs.

- PBDIT increased by 28.51% at Rs. 8030.15 Lacs.

- Profit before Tax increased by 37.80% at Rs. 5989.17 Lacs.

- Net Profit increased by 36.75% to Rs. 3885.68 Lacs.

The Company has plans to expand its operations by setting up fourth manufacturing facility either at Ahmadabad or in South vicinity which will boost up the growth rate of the Company. The Company has already signed a Business Collaboration Agreement with a Japan based Company named Meidoh Co. Ltd. to upgrade the existing systems and processes for catering the Japanese Four Wheeler Passenger Vehicle Companies in India. The Management looks the future with optimism and hopes to do better in year to come.

Dividend

Considering the good financial performance of the Company, the Directors had, in their meetings held on 8th August, 2016 and 11th February, 2017 recommended 50% dividend each time, thus aggregating to 100% interim dividend for financial year 2016-2017 against 150% dividend in previous financial year. This interim dividend has already been paid and taking note of this payout, the Directors have not recommended any final dividend for financial year 2016-2017 and the interim dividends already declared and paid be considered as final dividend for the financial year 2016-2017.

The total outflows on account of said Interim Dividends (including Dividend Distribution Tax, Surcharge and Education Cess) amount to Rs. 823.80 Lacs.

Transfer to General Reserve

The Company proposes to transfer Rs. 391.00 Lacs to General Reserves out of the amount available for appropriation.

Deposits

The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Depository System

As the members are aware, the Company'' shares are compulsorily tradable in electronic form. As on March 31, 2017, 99.10% of the Company''s total paid-up Capital representing 33915360 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 on 31^st March, 2017, the Company has Authorized Share Capital of Rs.10,00,00,000/-and Paid Up Share Capital of Rs. 6,84,46,000/-. During the year company Sub-divided the face value of Rs. 10/- for 1 (one) Equity Share into face value Rs. 2/- each for 5 (Five) Equity Shares through the ordinary resolution passed through Postal ballot w.e.f., 11^th January, 2017. The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 70.15% share Capital of the Company as on 31^st March, 2017.

Subsidiaries, Joint Venture and Associate Companies

As on date, the Company has one Joint Venture Company named Sterling Fabory India Pvt. Ltd.- a Joint Venture on 50:50 basis with a Netherland based Company named Fabory Masters in Fasteners Group B.V.. There has been no change in the nature of business carried out by said Joint Venture Company during Financial Year 2016-2017.

Further the Company has acquired 100% shareholding of Haryana Ispat Pvt. Ltd. on 25^th November, 2016. Hence the said Company is a wholly owned Subsidiary of our company w.e.f. 25^th November, 2016.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a Statement containing the salient features of financial statements of both the Companies Joint Venture Company named Sterling Fabory India Pvt. Ltd. and Wholly Owned Subsidiary Company named Haryana Ispat Pvt. Ltd. by way of Form AOC-1 is attached to the Accounts as an Annexure -I.

In accordance with 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 has been placed on the website of the Company, www.stlfasteners.com/new/news.asp.

Number of meetings of the Board and attendance of the Directors

4 (four) board meetings were conducted during the year in respect of which proper notices were given and the proceedings were properly recorded. For details of the meetings of the Board and attendance of the Directors, please refer Page No. 40 of Corporate Governance Report attached to this Annual Report.

Extract of Annual Return

As provided under section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the extract of Annual Return in the prescribed form MGT-9 has been given by an Annexure-II attached to this Report.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Act, Sh. C.R. Sharma, Dr. T.N. Kapoor and Ms. Malini Sud have been appointed as Independent Directors. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Mr. Anil Aggarwal retires by rotation and being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Anil Aggarwal, Managing Director, Mr. Atul Aggarwal, Whole time Director and Chief Financial Officer of the company and Vaishali Singh, the Company Secretary. There has been no change in the key managerial personnel during the year.

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 Act has been disclosed in an Annexure-III attached to this Report.

Policy on Board Diversity

In accordance with the clause 49(IV) of the Listing Agreement readwith the SEBI (Listing Obligations & Disclosure Requirement) Regulation, 2015, the Nomination and Remuneration Committee (NRC) has framed and adopted a formal policy on Board diversity which sets out a framework to promote diversity on Company''s Board of Directors. The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance. The policy inter-alia specifies optimum combination of Executive Directors, Non Executive Directors and Independent Directors, the recommendatory requirement for each of the Directors to possess functional diversity and role of NRC to ensure that the same policy is considered while recommending the appointment of new Directors on the Board of company.

Particulars of Loans, Guarantees or Investments under section 186

The Company has not provided any loans or Guarantees under Section 186 during the year. It has invested Rs.5,88,25,000/-(Rupees Five Crores Eighty Eight Lacs Twenty Five Thousand only) in Equity share Capital of Sterling Fabory India Private Limited, a Joint venture Company and Rs. 11,98,50,000/- (Rupees Eleven Crores Ninety Eight Lacs Fifty Thousand Only) in Equity Share Capital of Haryana Ispat Private Limited, a Subsidiary Company till 31^st March 2017.

Transactions with Related Parties

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-IV in Form AOC-2 and the same forms part of this report.

Audit Committee, Meetings of the Committee & Attendance of Members:

The Committee''s composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015. Members of the Audit Committee possess financial / accounting expertise / exposure. The purpose of this Committee is to ensure the objectivity, credibility and correctness of the Company''s financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.

At present, the Audit Committee comprises of following Directors as members having wide experience and knowledge of Corporate Affairs, Income Tax & Finance.

- Shri. C. R. Sharma - Chairman(Non Executive Independent Director)

- Dr. T. N. Kapoor - Member(Non Executive Independent Director)

- Ms. Malini Sud - Member(Non Executive Independent Director)

- Shri Anil Aggarwal - Member(Managing Director)

All the recommendations made by the Audit committee during the year had been accepted by the Board.

Four meetings were conducted during the year in respect of which proper notices were given and the proceedings were properly recorded. For details of the meetings of the Audit Committee and attendance of the Members, please refer Page No. 43 of Corporate Governance Report attached to this Annual Report.

Board Evaluation

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the Board after seeking inputs from all the directors on the basis of the criterial such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings etc.

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In addition to above said, Chairman of the Company was also evaluated on the key aspects of his role.

In a separate meeting of independent directors held on 26th December, 2016, performance of no independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive and Non-executive directors.

Material changes and commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, 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.

Credit Rating

The Company continues to enjoy the domestic credit rating of A from ICRA which reflects the Company''s financial discipline and prudence.

Corporate Social Responsibility

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 format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website of the Company, (www.stlfasteners.com/new/news.asp).

Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given by way of Annexure-VI to this Report.

Capital Expenditure

As on March 31, 2017, the Gross Fixed Assets (including Capital WIP) stood at Rs. 24425.85 Lacs and Net Fixed Assets stood at Rs. 14314.41 Lacs. Additions during the year amounted to Rs. 3965.48 Lacs.

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 are given by way of Annexure-VII to this Report.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 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 (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 29^th September, 2016 (date of last Annual General Meeting) on the Ministry of Corporate Affairs'' website.

Corporate Governance and Management Discussion & Analysis Report

A separate section on corporate governance practices followed by the Company, together with a certificate from the auditors 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.

Director’s Responsibility Statement

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

(i) in the preparation of the accounts for the Financial Year ended 31^st March, 2017, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 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, 2017 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.

Industrial Relations

During the year under review, harmonious industrial relations were maintained in your Company.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and under SEBI Listing Regulations.

Statutory Auditors

I) Appointment

M/s. S. R. Dinodia & Co. LLP. the existing Statutory Auditors of the Company have been in office for more than 10 years and in compliance with the provisions of Section 139 of Companies Act, 2013, the Audit Committee and the Board of Directors vide their meetings held on 31^st August, 2017 recommended the appointment of M/s Walker Chandiok & Co., LLP as Statuary Auditors of the Company for a term of 5 years from the conclusion of forthcoming Annual General Meeting of the Company until the conclusion of the 43^rd Annual General Meeting of the Company.

II) Report

The Auditors'' Report and Notes on Accounts for the financial year 2016-2017 are self-explanatory and therefore do not call for any further comments.

Secretarial Auditors’ report

M/s Santosh Kumar Pradhan, Company Secretaries was appointed as the Secretarial Auditor of the Company for the Financial Year 2016-2017, who has conducted the Secretarial Audit of the Company for the year 2016-2017. The Secretarial Auditors'' Report doesn''t contain any qualification, reservation or adverse remarks. The said Secretarial Audit Report is annexed as Annexure-VIII to this Report.

Cost Audiors

The Company appointed M/s G.T. & Co., the Cost Auditors to conduct the cost audit of the Company'' cost records for financial year 2016-2017.

Internal Financial Control Systems and their adequacy

In order to ensure that the policies and procedures adopted by STL for conducting its business orderly and efficiently, STL is in process of aligning its internal financial control systems on lines of globally accepted risk based framework.

STL''s existing internal financial control systems are adequate for the nature of its business and the size of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

In the beginning of the year, the scope of audit exercise and the key business processes and selected risk areas to be audited are decided in consultation with the Audit Committee. The Internal Audit is carried out by a firm of external Chartered accountants and covers all departments. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

Safety, Health and Environment (SHE) Measures

Protection of environment is the prime concern of your Company. Your Company complies with the relevant laws and regulations as well as take any additional measures considered necessary to Prevent pollution, maximize recycle, reduce waste, discharges and emissions. Company Conserve natural resources by their responsible and efficient use in all its operations and plant trees.

Quality Management System

Sterling Tools Limited has three manufacturing Units, Wire Processing Unit and two fastener manufacturing plants. All the Units are certified to ISO 9001 standard.

Both the Fastener manufacturing units are certified to the following standards:

- TS16949

- ISO 14001

- OSHAS 18001

STL laboratory at DLF plant is certified to ISO 17025 for Chemical Testing, Mechanical Testing and Instrument Calibration.

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, 2017 is annexed hereto.

Sexual Harassment

The Company has Constituted an Internal Complaint Committee as required under Section-4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under.

During the year under review, no complaint was reported.

Significant and Material Orders passed by the Regulators or Courts

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.

Development of Risk Management Policy

The Company has a risk management policy the objective of which is to lay down a structured framework of identifying potential threats to the organization on a regular basis, assessing their occurrence and develop a plan to mitigate the impact of such risk on the Company to the extent possible. The policy recognizes that all the risks can''t be eliminated but these could be controlled or minimized through effective mitigation measures and by effective internal controls.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act 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 Vigilence Officer. The policy is available on the Company'' website www.stlfasteners.com.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statements in addition to the standalone financial statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Human Resources

The Company believes and considers its human resources as the most valuable asset. Hence continues its focus on their retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. The policy of the Company not only meets all applicable statutory requirements but also focuses on motivation, learning and training of employees for the overall development of human resources.

The directors are pleased to record their appreciation for the services rendered by the employees and staff at all levels.

We blink to Important documents/information

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

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all Company'' personnel.

Your Directors look forward to their continued support.

For and on behalf of the Board

M. L. Aggarwal

Date: 31^st August, 2017 Chairman

Place: Faridabad DIN No. 00027380

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Mar 31, 2016

Dear Members,

The Directors are pleased to present the 37th Annual Report on the business and operations of your Company and Audited Financial Statements for the financial year ended March 31, 2016.

Financial Results

The Company''s performance for the Financial Year 2015-2016 vis-a-vis 2014-2015 is summarized as under:

(Amount in Lacs)

Particulars	Standalone		Consolidated*
	2015-2016	2014-2015	2015-2016
Revenue from Operations (Net)	36937.47	34005.72	37224.75
Profit before interest, depreciation and tax	6248.50	4732.51	6208.42
Interest	561.76	655.44	561.76
Depreciation	1340.58	1203.13	1346.82
Profit Before Tax (PBT)	4346.16	2873.94	4299.84
Provision for Tax	1504.63	751.78	1495.37
Profit After Tax (PAT)	2841.53	2122.16	2804.47
Appropriations: Interim Dividend Proposed Dividend Tax on Interim Dividend Tax on Proposed Dividend Transfer to General Reserve Balance Carried to Balance Sheet	1026.69 209.01 284.00 9909.51	342.23 58.16 212.00 8587.68	1026.69 209.01 284.00 9483.21

‘Consolidated Financial Statements are applicable on Company effective from Financial Year 2015-2016.

Company’s performance

The Company performed very well and demonstrated good performance during the Financial Year 2015-2016.

The highlights of the Company''s performance during the Financial Year 2015-16 are as under:

- Revenue from operations increased by 8.62% to Rs. 36937.47 Lacs.

- Exports decreased by 8.16% to Rs. 3334.73 Lacs.

- PBDIT increased by 32.03% at Rs. 6248.50 Lacs.

- Profit before Tax increased by 51.23% at Rs. 4346.16 Lacs.

- Net Profit increased by 33.90% to Rs. 2841.53 Lacs.

Dividend

Considering the good financial performance of the Company, the Directors had, in their meetings held on 4th August, 2015, 8th February, 2016 and 14th March, 2016 recommended 50% dividend each time, thus aggregating to 150% interim dividend for financial year 2015-2016 against 50% dividend in previous financial year. This interim dividend has already been paid and taking note of this payout, the Directors have not recommended any final dividend for financial year 20152016 and the interim dividends already declared and paid be considered as final dividend for the financial year 2015-2016.

The total outflows on account of said Interim Dividends (including Dividend Distribution Tax, Surcharge and Education Cess) amount to Rs. 1235.70 Lacs.

Transfer to General Reserve

The Company proposes to transfer Rs. 284.00 Lacs to General Reserves out of the amount available for appropriation.

Deposits

The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Depository System

As the members are aware, the Company'' shares are compulsorily tradable in electronic form. As on March 31, 2016, 99.06% of the Company''s total paid-up Capital representing 6780371 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 on 31st March, 2016, the Company has Authorized Share Capital of Rs.10, 00, 00,000/-and Paid up Share Capital of Rs. 6, 84, 46,000/-. The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 70.15% share Capital of the Company as on 31st March, 2016 as against 70.15% as on 31st March, 2015.

Performance of Joint Venture Company

As on date, the Company has one Joint Venture Company named Sterling Fabory India Pvt. Ltd.- a Joint Venture on 50:50 basis with a Netherland based Company named Fabory Masters in Fasteners Group B.V.. There has been no change in the nature of business carried out by said Joint Venture Company during Financial Year 2015-2016.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a Statement containing the salient features of financial statements of Joint Venture Company named Sterling Fabory India Pvt. Ltd. by way of Form AOC-1 is attached to the Accounts.

In accordance with 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 has been placed on the website of the Company, www.stlfasteners.com/new/news.asp.

Number of meetings of the Board and attendance of the Directors

5 (Five) board meetings were conducted during the year in respect of which proper notices were given and the proceedings were properly recorded. For details of the meetings of the Board and attendance of the Directors, please refer Page No. 37 of Corporate Governance Report attached to this Annual Report.

Extract of Annual Return

As provided under section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the extract of Annual Return in the prescribed form MGT-9 has been given by an Annexure-II attached to this Report.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Act, Sh. C.R. Sharma, Dr. T.N. Kapoor and Ms. Malini Sud have been appointed as Independent Directors. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Mr. Atul Aggarwal retires by rotation and being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Anil Aggarwal, Managing Director, Mr. Atul Aggarwal, Whole time Director and Chief Financial Officer of the company and Vaishali Singh, the Company Secretary. There has been no change in the key managerial personnel during the year.

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 Act has been disclosed in an Annexure-III attached to this Report.

Policy on Board Diversity

In accordance with the clause 49(IV) of the Listing Agreement read with the SEBI (Listing Obligations

6 Disclosure Requirement) Regulation, 2015, the Nomination and Remuneration Committee (NRC) has framed and adopted a formal policy on Board diversity which sets out a framework to promote diversity on Company''s Board of Directors. The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance. The policy inter-alia specifies optimum combination of Executive Directors, Non Executive Directors and Independent Directors, the recommendatory requirement for each of the Directors to possess functional diversity and role of NRC to ensure that the same policy is considered while recommending the appointment of new Directors on the Board of company.

Particulars of Loans, Guarantees or Investments under section 186

The Company has not provided any loans or Guarantees under Section 186 during the year. It has invested Rs.5,88,25,000/-(Rupees Five Crores Eighty Eight Lacs Twenty Five Thousand only) in Equity share Capital of Sterling Fabory India Private Limited, a Joint venture Company till 31st March 2016.

Transactions with Related Parties

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-IV in Form AOC-2 and the same forms part of this report.

Audit Committee, Meetings of the Committee & Attendance of Members:

The Committee''s composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015. Members of the Audit Committee possess financial / accounting expertise / exposure. The purpose of this Committee is to ensure the objectivity, credibility and correctness of the Company''s financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.

At present, the Audit Committee comprises of following Directors as members having wide experience and knowledge of Corporate Affairs, Income Tax & Finance.

- Shri. C. R. Sharma - Chairman (Non Executive Independent Director)

- Dr. T. N. Kapoor - Member (Non Executive Independent Director)

- Ms. Malini Sud - Member (Non Executive Independent Director)

- Shri Anil Aggarwal - Member (Managing Director)

All the recommendations made by the Audit committee during the year had been accepted by the Board.

Four meetings were conducted during the year in respect of which proper notices were given and the proceedings were properly recorded. For details of the meetings of the Audit Committee and attendance of the Members, please refer Page No. 40 of Corporate Governance Report attached to this Annual Report.

Board Evaluation

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings etc.

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In addition to above said, Chairman of the Company was also evaluated on the key aspects of his role.

In a separate meeting of independent directors held on 29th December, 2015, performance of no independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive and Non-executive directors.

Material changes and commitments

In terms of Section 134(3)(l) of the Companies Act, 2013, 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.

Credit Rating

The Company continues to enjoy the domestic credit rating of (A) from ICRA which reflects the Company''s financial discipline and prudence.

Corporate Social Responsibility

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 format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website of the Company (www.stlfasteners.com/new/news.asp).

Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given by way of Annexure-VI to this Report.

Capital Expenditure

As on March 31, 2016, the Gross Fixed Assets (including Capital WIP) stood at Rs. 22631.43 Lacs and Net Fixed Assets stood at Rs. 13936.57 Lacs. Additions during the year amounted to Rs. 3748.48 Lacs.

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 are given by way of Annexure-VII to this Report.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 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 (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 29th September, 2015 (date of last Annual General Meeting) on the Ministry of Corporate Affairs'' website.

Corporate Governance and Management Discussion & Analysis Report

A separate section on corporate governance practices followed by the Company, together with a certificate from the auditors 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.

Director’s Responsibility Statement

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

(i) in the preparation of the accounts for the Financial Year ended 31st March, 2016, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 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 31st March, 2016 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.

Industrial Relations

During the year under review, harmonious industrial relations were maintained in your Company.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and under SEBI Listing Regulations.

Statutory Auditors

I) Appointment

M/s. S. R. Dinodia & Co. LLP. the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s S. R. Dinodia & Co. LLP, have, under Section 141(3) (g) of Companies Act, 2013, furnished the certificate of their eligibility for reappointment. As recommended by the Audit Committee, your Directors propose that they may be reappointed as Auditors of the Company for a period of 1 year from the conclusion of this Annual General Meeting until the conclusion of the 38th Annual General Meeting of the Company.

II) Report

The Auditors'' Report and Notes on Accounts for the financial year 2015-2016 are self-explanatory and therefore do not call for any further comments.

Secretarial Auditors’ report

M/s Santosh Kumar Pradhan, Company Secretaries was appointed as the Secretarial Auditor of the Company for the Financial Year 2015-2016, who has conducted the Secretarial Audit of the Company for the year 2015-2016. The Secretarial Auditors'' Report doesn''t contain any qualification, reservation or adverse remarks. The said Secretarial Audit Report is annexed as Annexure-VIII to this Report.

Cost Auditors

The Company appointed M/s G.T. & Co., the Cost Auditors to conduct the cost audit of the Company'' cost records for financial year 2015-2016.

Internal Financial Control Systems and their adequacy

In order to ensure that the policies and procedures adopted by STL for conducting its business orderly and efficiently, STL is in process of aligning its internal financial control systems on lines of globally accepted risk based framework.

STL''s existing internal financial control systems are adequate for the nature of its business and the size of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

In the beginning of the year, the scope of audit exercise and the key business processes and selected risk areas to be audited are decided in consultation with the Audit Committee. The Internal Audit is carried out by a firm of external Chartered accountants and covers all departments. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

Safety, Health and Environment (SHE) Measures

Protection of environment is the prime concern of your Company. Your Company complies with the relevant laws and regulations as well as take any additional measures considered necessary to Prevent pollution, maximize recycle, reduce waste, discharges and emissions. Company Conserve natural resources by their responsible and efficient use in all its operations and plant trees.

Quality Management System

Sterling Tools Limited has three manufacturing Units, Wire Processing Unit and two fastener manufacturing plants. All the Units are certified to ISO 9001 standard.

Both the Fastener manufacturing units are certified to the following standards:

- TS16949

- ISO 14001

- OSHAS 18001

STL laboratory at DLF plant is certified to ISO 17025 for Chemical Testing, Mechanical Testing and Instrument Calibration.

Cash Flow Analysis

In compliance with the provisions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for the year ended 31st March, 2016 is annexed hereto.

Sexual Harassment

The Company has Constituted an Internal Complaint Committee as required under Section-4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressed) Act, 2013 and the rules made there under.

During the year under review, no complaint was reported.

Significant and Material Orders passed by the Regulators or Courts

Order passed by Central Excise and Service Tax Appellate Tribunal

The Company had filed appeals in Central Excise and Service Tax Appellate Tribunal against Department of Central Excise'' demand regarding assessable value with reference to MRP amounting to '' 189,015,254 for the period June 2006 to Dec 2008, '' 106,987,422 for the period January 2009 to October 2010, '' 3,990,394 for the period February 2010 to March 2010 and '' 5,326,546 for the period Nov 2010 to January 2011 under Central Excise Act. Based on the appeals the department has granted the Stay order No. S0/677-678/2012-EX (DB) dated 23 April 2012 against the demand of '' 189,015,254 for the period June 2006 to Dec 2008 & '' 106,987,422 for the period January 2009 to October 2010. Corresponding to these stay orders, the tribunal (CESTAT) vide section 35-C(1) of the Central Excise Act, 1944 has adjudicated and passed final Order No. A/52747-52748/2015/Ex [DB] dated 05/08/2015 in favor of the Company and accordingly, the demand of '' 189,015,254 for the period June, 2006 to December, 2008 and '' 106,987,422 for the period January, 2009 to October, 2010 stands withdrawn. However, the demand orders for the period February, 2010 to March, 2010 and November, 2010 and January, 2011 are still in the dispute till final adjudication.

Any other orders

The Company has not received any other order, demand or notice from any other Regulatory Authority.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all Company'' personnel.

Your Directors look forward to their continued support.

For and on behalf of the Board M. L. Aggarwal

Date: 8th August, 2016 Chairman

Place: Faridabad DIN No. 00027380

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 35th Annual Report on the business and operations of your Company and Audited Accounts for the financial year ended March 31, 2014.

Financial Results

The Company''s performance for the Financial Year 2013-2014 vis-à-vis 2012-2013 is summarized as under:

(Rs. in Lacs) Particulars Financial Year

2013-2014 2012-2013

Revenue from Operations (Net) 30135.95 28250.59

Profit before interest, depreciation and tax 4165.22 3630.94

Interest 714.60 960.57

Depreciation 1029.84 940.76

Profit Before Tax (PBT) 2420.78 1729.61

Provision for Tax 858.36 642.09

Profit After Tax (PAT) 1562.42 1087.52

Appropriations:

Interim Dividend 342.23 342.23

Proposed Dividend - -

Tax on Interim Dividend 58.16 55.52

Tax on Proposed Dividend - -

Transfer to General Reserve 155.00 110.00

Balance Carried to Balance Sheet 7126.25 6119.22

Results of Operations

Despite operating in a volatile and uncertain economic environment, the Company demonstrated its best performance during the F.Y. 2013-14.

The highlights of the Company''s performance during the F.Y. 2013-14 are as under:

- Revenue from operations increased by 6.50% to Rs. 33513.63 Lacs

- Exports increased by 41.87% to Rs. 3458.91 Lacs.

- PBDIT increased by 14.71% at Rs. 4165.22 Lacs

- Profit before Tax increased by 39.96% at Rs. 2420.78 Lacs.

- Net Profit increased by 43.67% to Rs. 1562.42 Lacs

The significant factors which led to increased profitability are as follows:

- Reduced Raw Material Cost.

- Change in Product Mix.

- Savings on account of reduced Finance Cost.

Dividend

Keeping in view Sterling'' tradition of high regard for its shareholders, the Directors had, in their meeting held on 22nd January, 2014, recommended 50% interim dividend for financial year 2013-2014 against the same rate of dividend i.e. 50% in previous financial year. This interim dividend has already been paid and taking note of this payout, the Directors have not recommended any final dividend for financial year 2013-2014 and the interim dividend already declared and paid be considered as final dividend for the financial year 2013-2014.

The said dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

Transfer to General Reserve

Out of the profits of the Company, a sum of Rs. 155.00 Lacs has been transferred to General Reserves during the year and total General Reserves of the Company are Rs. 1899.46 Lacs as on 31st March, 2014.

Deposits

The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Depository System

As the members are aware, the Company'' shares are compulsorily tradable in electronic form. As on March 31, 2014, 98.99% of the Company''s total paid-up Capital representing 6775271 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 on 31st March, 2014, the Company has Authorised Share Capital of Rs.10,00,00,000/-and Paid Up Share Capital of Rs. 6,84,46,000/-. The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 70.05% share Capital of the Company as on 31st March, 2014 as against 69.96% as on 31st March, 2013.

Financial Performance of Joint Venture Company

Your Company has invested Rs. 4,75,75,000/-(Rupees Four Crores Seventy Five Lacs Seventy Five Thousand only) in Equity share Capital of Sterling Fabory India Private Limited, a Joint venture Company till 31st March 2014.

The Joint Venture Company made Gross Sales of Rs. 608.38 Lacs during the financial year 2013-2014. The said Joint Venture Company is involved in trading business of supplying fasteners in India and has started its operations in financial year 2010-2011. It is expected that the said Joint Venture Company will achieve its Break even in financial year 2015-2016.

Credit Rating

The Company continues to enjoy the domestic credit rating of (A-) from CRISIL which reflect the Company''s financial discipline and prudence.

Corporate Social Responsibility Committee

As the provisions of Corporate Social Responsibility(CSR) as prescribed under section 135 of the Companies Act, 2013 are applicable to the Company, your directors have constituted the Corporate Social Responsibility Committee (CSR

Committee) in their meeting held on 30th May, 2014 comprising Shri Anil Aggarwal as the Chairman, Shri Atul Aggarwal and Shri C.R. Sharma as members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Particulars of Employees

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement on information relating to employees has been given by way of Annexure-I to this Report.

Capital Expenditure

As on March 31, 2014, the Gross Fixed Assets (including Capital WIP) stood at Rs. 18513.74 Lacs and Net Fixed Assets stood at Rs. 11222.10 Lacs. Additions during the year amounted to Rs. 1587.61 Lacs.

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

Information pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption & foreign exchange earnings and outgo are given by way of Annexure-II to this Report.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 08, 2013 (date of last Annual General Meeting) on the Ministry of Corporate Affairs'' website (www.iepf.gov.in).

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance by way of Annexure-III.

Your Company has made all the information, required by Investors, available on the Company''s Corporate Website www.stlfasteners.com.

Management discussion & Analysis

Management Discussion and Analysis Report covering issues relating to Industry structure, Opportunities, Challenges, Outlook and Performance etc. has been given separately and form part of this Annual Report as ANNEXURE-IV.

Director''s Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the Financial Year ended 31st March, 2014, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 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, 1956. 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 31st March, 2014 on a ''going concern'' basis.

Industrial Relations

During the year under review, harmonious industrial relations were maintained in your Company.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Material Changes and Commitments

There were no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

Directors

In terms of Article 89 of the Articles of Association and Sections 152 of the Companies Act, 2013, Shri Atul Aggarwal retires by rotation in the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

Further, the Board of Directors has recommended the appointment of Dr. T.N. Kapoor and Shri C.R. Sharma as Independent Directors for a period of 5 years w.e.f. 1st April, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Further Shri K.R. Gupta acting as Independent Director of our Company since 2001 has resigned on 22nd May, 2014 for health reasons. The Board of Directors has accepted his resignation vide its meeting held on 30th May, 2014 and placed on record the great contribution that he had made consistently to the deliberations of the Board. The Company had the benefit of his valuable advice during the long period of association with the Company.

Statutory Auditors

I) Appointment

M/s. S. R. Dinodia & Co. LLP. the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s S. R. Dinodia & Co. LLP. have, under Section 141(3)(g) of Companies Act, 2013, furnished the certificate of their eligibility for reappointment. As recommended by the Audit Committee, your Directors propose that they may be reappointed as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

II) Report

The Auditors'' Report and Notes on Accounts for the financial year 2013-2014 are self explanatory and therefore do not call for any further comments.

Cost Auditors

The Company appointed M/s G.T. & Co., the Cost Auditors to conduct the cost audit of the Company'' cost records for financial year 2013-2014.

The Audit Committee vide their meeting held on 30th May, 2014 has recommended the re-appointment of M/s G.T. & Co. for the financial year 2014-2015.

Internal Control System

Your Company has instituted internal control systems which are adequate for the nature of its business and the size of its operations. In the beginning of the year, the scope of audit exercise and the key business processes and selected risk areas to be audited are decided in consultation with the Audit Committee. The Internal Audit is carried out by a firm of external Chartered accountants and covers all departments. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

Safety, Health and Environment (SHE) Measures

Protection of environment is the prime concern of your company. Your company complies with the relevant laws and regulations as well as take any additional measures considered necessary to Prevent pollution, maximize recycle, reduce waste, discharges and emissions. Company Conserve natural resources by their responsible and efficient use in all our operations and plant trees

Quality Management System

Sterling Tools Limited has three units- Wire drawing unit which supplies Raw Material is certified for ISO -9001:2008.

Manufacturing units at Faridabad and Prithla are certified for TS-16949:2009. Our Plant at Prithla is certified for AS 9100 B.

Laboratory at Faridabad is NABL accredited and aligned to ISO -17025:2005. Faridabad plant is certified under Environment Management systems ISO -14001:2004.

Subsidiaries

Your Company does not have any subsidiary Company.

Cash Flow Analysis

In compliance with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31- 03-2014 is annexed hereto.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Your Directors look forward to their continued support.

For and on behalf of the Board

Date: 30th May, 2014 M. L. Aggarwal

Place: Faridabad Chairman

DIN No. 00027380

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the 34th Annual Report on the business and operations of your Company and Audited Accounts for the financial year ended March 31, 2013.

Financial Results

The Company''s performance for the Financial Year 2012-2013 vis-a-vis 2011-2012 is summarized as under:

(Rs. in Lacs) Particulars Financial Year 2012-2013 2011-2012

Revenue from Operations (Net) 28250.59 29503.74

Profit before interest, depreciation and tax 3630.94 3766.41

Interest 960.57 939.71

Depreciation 940.76 795.11

Profit Before Tax (PBT) 1729.61 2031.57

Provision for Tax 642.09 555.56

"Profit After Tax (PAT) 1087.52 1476.01

Appropriations:

Interim Dividend 342.23

Proposed Dividend 342.23

Tax on Interim Dividend 55.52

Tax on Proposed Dividend 55.52

Transfer to General Reserve 110.00 150.00

Balance Carried to Balance Sheet 6117.68 5539.45

Review of Operations

During the Financial Year there has been a slight fall in Revenue from Operations as well as profit after tax. The significant reasons for decreased profitability are as follows:

a) Increased cost of power because of increase in power tariff & cost of diesel.

b) Packing and Freight cost increased due to inflation.

c) Fixed cost like salaries and wages increased even though revenue from operations has slightly reduced.

d) Increased Depreciation & amortization even though the level of operation has reduced.

Dividend

Keeping in view Sterling'' tradition of high regard for its shareholders, the Directors had, in their meeting held on 18th February, 2013, recommended 50% interim dividend for financial year 2012-2013 against the same rate of dividend i.e. 50% in previous financial year. This interim dividend has already been paid and taking note of this payout, the Directors have not recommended any final dividend for financial year 2012-2013 and the interim dividend already declared and paid be considered as final dividend for the financial year 2012-2013.

Transfer to General Reserve

Out of the profits of the Company, a sum of Rs. 110 Lacs has been transferred to General Reserve during the year and total Reserves and surplus of the Company are Rs. 8211.05 Lacs as on 31st March, 2013.

Deposits

The Company has not accepted any deposits during the year which come under the purview of Section 58A of the Companies Act, 1956 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Depository System

As the members are aware, the Company'' shares are compulsorily tradable in electronic form. As on March 31, 2013, 98.98% of the Company''s total paid-up Capital representing 6774761 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 dematerializatipn from either of the Depositories.

Capital Structure and Listing

As on 31st March, 2013, the Company has Authorised Share Capital of Rs.10,00,00,000/-and Paid Up Share Capital of Rs. 6,84,46,000/-. The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 69.96% share Capital of the Company as on 31st March, 2013 as against 69.56% as on 31st March, 2012.

Financial Performance of Joint Venture Company

Your Company has invested Rs. 3,75,00,000/-(Rupees Three Crores Seventy Five Lacs only) in Equity share Capital of Sterling Fabory India Private Limited, a Joint venture Company till 31st March 2013.

The Joint Venture Company made Sales of Rs. 368.68 Lacs during the Financial Year 2012-2013.

Particulars of Employees

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement on information relating to employees has been given by way of Annexure-I to this Report.

Capital Expenditure

As on March 31, 2013, the Gross Fixed Assets stood at Rs. 17047.80 Lacs and Net Fixed Assets stood at Rs. 10678.77 Lacs. Additions during the year amounted to Rs. 1548.88 Lacs.

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

Information pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption & foreign exchange earnings and outgo are given by way of Annexure-ll to this Report.

Corporate Governance

Your Company has complied with the mandatory provisions of Clause 49 of the Listing Agreement, relating to Corporate Governance. Your Company believes that sound Corporate practices based on openness, credibility and accountability are essential for its long term success. These practices will ensure the Company, having regard to competitive exigencies, conduct its affairs in such a way that would build the confidence of its various stakeholders in it, and it''s Board''s integrity.

A detailed report on Corporate Governance pursuant to the provisions of Clause 49 of Listing Agreement supported by a Certificate given by the Statutory Auditors of the Company confirming compliance of conditions, form part of this Annual Report as ANNEXURE-III.

Your Company has made all the information, required by Investors, available on the Company''s Corporate Website www.stlfasteners.com.

Management discussion & Analysis

Management Discussion and Analysis Report covering issues relating to Industry structure, Opportunities, Challenges, Outlook and Performance etc. has been given separately and form part of this Annual Report as ANNEXURE-IV.

Director''s Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the Financial Year ended 31st March, 2013, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 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, 1956. 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 31st March, 2013 on a ''going concern'' basis.

Human Resources Development

Your Company recognizes that the ability to attract and retain the best talent is vital for the long term competitive advantage of the business. A set of initiatives are planned to widen the base of potential young recruits in your Company. Focused programs were launched to groom executive talent for leadership positions. During the year, your Company carried out workshops to provide inputs to senior leaders on how to appraise, coach and mentor their subordinates. Your Company has appointed a well renowned agency named "Human Dynamics" for the overall development of its Senior Management Personnel within the Company.

Various other initiatives have been planned for career planning, employee engagement and competency building.

Corporate Social responsibility

In Corporate Social Responsibility, the Company has taken up the responsibility for the education of 10 orphan children of SOS Children''s Village.

Industrial Relations

During the year under review, harmonious industrial relations were maintained in your Company.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Material Changes and Commitments

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

Directors

In terms of Article 89 of the Articles of Association and Sections 255 & 256 of the Companies Act, 1956, Shri K.R. Gupta retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Statutory Auditors

I) Appointment

M/s. S. R. Dinodia & Co., the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s S. R. Dinodia & Co., have, under Section 224(1) of Companies Act, 1956, furnished the certificate of their eligibility for reappointment. As recommended by the Au- dit Committee, your Directors propose that they may be reappointed as Auditors of the Company from the con- clusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

II) Report

The Auditors'' Report and Notes on Accounts for the financial year 2012-2013 are self explanatory and therefore do not call for any further comments.

Internal Control System

Your Company has instituted internal control systems which are adequate for the nature of its business and the size of its operations. In the beginning of the year, the scope of audit exercise and the key business processes and selected risk areas to be audited are decided in consultation with the Audit Committee. The Internal Audit is carried out by a firm of external Chartered accountants and covers all departments. All significant audit observations and follow up actions thereon are reported to the Audit Committee.

Safety, Health and Environment (SHE) Measures

Protection of environment is the prime concern of your company. Your company complies with the relevant laws and regulations as well as take any additional measures considered necessary to Prevent pollution, maximize recycle, reduce waste, discharges and emissions. Company Conserve natural resources by their responsible arid efficient use in all the operations and plant trees

Quality Management System

Sterling Tools Limited has three units- Wire drawing unit which supplies Raw Material is certified for ISO -9001:2008.

Manufacturing units at Faridabad and Prithla are certified for TS -16949:2009. Our Plant at Prithla is certified for AS 9100 B.

Laboratory at Faridabad is NABL accredited and aligned to ISO -17025:2005. Faridabad plant is certified under Environment Management systems ISO -14001:2004.

Subsidiaries

Your Company does not have any subsidiary Company.

Cash Flow Analysis

In compliance with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31-03-2013 is annexed hereto.

Acknowledgements

Your Directors express their sincere thanks to all customers, vendors, investors, shareholders, bankers, consultants and advisors for their continued support throughout the year.

Your Directors also sincerely acknowledge the significant contributions made by all employees for their dedicated services to the Company.

Your Directors look forward to their continued support.

for and on behalf of the Board

Date: 13th May, 2013 M. L. Aggarwal

Place: Faridabad Chairman

DIN No. 00027380

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Mar 31, 2012

The is indeed my privilege to present, on behalf of Board of Directors of your Company, the 33rd Annual Report and Audited Financial Statements for the Year ended 31st March 2012 together with the Auditors' Report.

Financial Results

The Company's performance for the Financial Year 2011 -2012 vis-a-vis 2010-2011 is summarized as under:

(Rs. in Lacs)

Particulars Financial Year

2011-2012 2010-2011

Revenue from Operations (Net) 29245.77 24812.71

Profit before interest, depreciation and tax 3766.41 3624.80

Interest 939.72 616.90

Depreciation 795.12 642.66

Profit Before Tax (PBT) 2031.57 2365.24

Provision for Tax 555.56 779.78

Profit After Tax (PAT) 1476.01 1585.46 Appropriations:

Proposed Dividend 342.23 342.23

Tax on Proposed Dividend 55.52 55.52

Transfer to General Reserve 150.00 160.00

Balance Carried to Balance Sheet 5539.45 4611.18

Review of Operations

The Company recorded the total Gross Revenue from Operations amounting to Rs. 32135.93 Lacs as compared to Rs. 27266.94 Lacs in previous year giving a growth of 18% approx. The Profit after tax is lower by 6.90% at Rs. 1476.01 Lacs as compared to Rs. 1585.46 Lacs in Previous year.

The significant reasons for decreased profitability are as follows:

a) Increased Raw Material cost because of increase in steel prices during the year and also due to volatility in foreign exchange rates.

b) Packing and Freight cost increased due to inflation and increase in export sales.

c) Cost of consumables and tools increased due to inflation and one time purchase of tools for new machines.

d) Financial cost - Financial cost increased due to increased interest rate and increased working capital requirements.

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend at 50% for the year ended 31st March, 2012 (Rs, 51- per equity share) on the paid up equity share capital as compared to 50% for the year ended 31st March 2011 (Rs. 5/'- per Equity Share. The dividend if approved at ensuing Annual General Meeting will absorb Rs. 397,75 Lacs Including Corporate Dividend Tax amounting to Rs. 55.52. The dividend will be paid to members whose names appear in the register of members as on a record date.

Transfer to General Reserve

Out of the profits of the Company, a sum of Rs. 150 Lacs has been transferred to General Reserves during the year and total Reserves and surplus of the Company are Rs. 7521.27 Lacs as on 3181 March, 2012.

Deposits

The Company has not accepted any deposits during the year which come under the purview of Section 58A of the Companies Act, 1956 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Shifting of Registered Office

The Registered Office of your Company has been shifted from A-40, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044 to 243, Okhla Industrial Estate, Phase-II, New Delhi-110020 with effect from 1stApril, 2012.

Capital Structure and Listing

As on 31st March, 2012, the Company has Authorised Share Capital of Rs.10,00,00,000/-and Paid Up Share Capital of Rs. 6,84,46,000/-. The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 69.56% share Capital of the Company as on 31sl March, 2012 as against 69.19% as on 31st March. 2011.

Investments made in Joint Venture Company

During the Year under review, Your Company has further invested Rs. 2,00,00,000/-(divided into 2,50,000 Equity shares @ Rs. 10/- per share issued at a premium of Rs. 70/- per share) in Equity share Capital of Sterling Fabory India Private Limited, a Joint venture Company.

The Joint Venture Company made Sales of Rs. 237.90 Lacs during the Financial Year 2011 -2012.

Particulars of Employees

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement on information relating to employees has been given by way of Annexure-I to this Report.

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

Information pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption & foreign exchange earnings and outgo are given byway of Annexure-II to this Report.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance. The directors adhere to the requirements set out by the Securities and Exchange Board of India' Corporate Governance Practices and have implemented all the stipulations prescribed.

Adetailed report on Corporate Governance pursuant to the provisions of Clause 49 of Listing Agreement supported by a Certificate given by the Statutory Auditors of the Company confirming compliance of conditions, form part of this Annual .

Report as ANNEXURE-lll.

Your Company has made all the information, required by Investors, available on the Company's Corporate Website www.stlfasteners.com.

Management discussion & Analysis

Management Discussion and Analysis Report covering issues relating to Industry structure, Opportunities, Challenges,

Outlook and Performance etc. has been given separately and form part of this Annual Report as ANNEXURE-IV.

Director's Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Director's Responsibility Statement, it is hereby confirmed that:

(I) in the preparation of the accounts for the Financial Year ended 31st March, 2012, the applicable accounting 1 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 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, 1956. 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 31st March, 2012 on a 'going concern' basis.

Human Resources Development

You are aware that your Company has vast pool of skilled and talented professional-the most valuable asset for the company. We have created an enabling work environment that encourages originality and innovative thinking. The core Policy of your Company is to attract and retain high calibre employees while engaging and nurturing them to achieve leadership in our area of operations.

Your company continued to develop and extend policies and procedures that nurture the potential and talent of all our employees to optimize the benefits from this significant investment.

Performance Management System, Performance Linked Bonuses/Incentives, Resource Planning, Training and Development, Career Progression etc. Are some of the policies and procedures that have matured overtime.

Corporate Social responsibility

In Corporate Social Responsibility, the Company has taken up the responsibility for the education of 10 orphan children of SOS Children's Village.

Awards & Recognition

During the last Financial Year, your company had got following awards:

a. GREEN VENDOR from Hero Honda

b. HR LEADERSHIPAWARD 2012 from Knowledge Resource Development and Welfare Group, ILT Delhi.

Industrial Relations

During the year under review, harmonious industrial relations were maintained in your Company.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Material Changes and Commitments

There were no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

Directors

In terms of Article 89 of the Articles of Association and Sections 255 & 256 of the Companies Act, 1956, Shri Chhotu Ram Sharma retires by rotation in the forthcoming Annual General Meeting and being eligible offer himself for re- appointment.

Statutory Auditors

I) Appointment

M/s. S. R. Dinodia&Co., the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s S.R. Dinodia & Co., have, under Section 224(1) of Companies Act, 1956, furnished the certificate of their eligibility for reappointment. As recommended by the Audit Committee, your Directors propose that they may be reappointed as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

II) Report

The Auditors' Report and Notes on Accounts for the financial year 2011 -2012 are self explanatory and therefore do not call for any further comments.

Internal Control System

The operations of your Company have been structured to provide adequate support and controls. Standard procedures and guidelines issued to the operational departments from time to time to support best practices are followed in all areas of operations.

M/s J FRA & Associates, the Chartered Accountants based at New Delhi are working as Internal Auditors of the Company.

The Detailed Report of Internal Audit is presented to Management and an Executive summary containing significant issues of repetitive nature, affecting the Company substantially in financial terms, Non compliances with any Statutory laws are presented to Audit Committee on quarterly basis for necessary directions thereon.

Safety, Health and Environment (SHE) Measures

Protection of environment is the prime concern of your company. Your company complies with the relevant laws and regulations as well as take any additional measures considered necessary to Prevent pollution, maximize recycle, reduce waste, discharges and emissions. Company Conserve natural resources by their responsible and efficient use in all our operations and plant trees

Quality Management System

Sterling Tools Limited has three units- Wire drawing unit which supplies Raw Material is certified for ISO -9001:2008.

Manufacturing units at Faridabad and Prithla are certified for TS -16949:2009. Our Plant at Prithla is certified for AS 9100 B.

Laboratory at Faridabad is NABL accredited and aligned to ISO -17025:2005. Faridabad plant is certified under Environment Management systems ISO -14001:2004.

Subsidiaries

Your Company does not have any subsidiary Company.

Cash Flow Analysis

I n compliance with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31 - 03-2012 is annexed hereto.

Acknowledgements

Your Directors wish to place on record their appreciation to all the stakeholders of the Company for reposing their faith, trust, confidence in the Company. Your Directors would like to place on record their deep and sincere appreciation for the hard work, dedication and unstinting efforts of your Company's employees to ensure that your Company reaches the pinnacle of success.

Your Directors express their thanks to all the shareholders, vendors, bankers, consultants, customers and governmental & statutory authorities for their sustained support.

for and on behalf of the Board

Date: 15th May, 2012 M. L. Aggarwal

Place: Faridabad Chairman

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Mar 31, 2011

The Directors are pleased to present the 32nd Annual Report on the business operations and financials of the Company for the Financial Year ended 31st March 2011.

Financial Results

The Companys performance for the Financial Year 2010-2011 vis-a-vis 2009-2010 is summarized as under:

(Rs. in Lacs) Particulars Financial Year 2010-2011 2009-2010

Net Sales Turnover 24793.51 17952.54

Profit before interest, depreciation and tax 3598.57 3027.58

Interest 589.83 534.38

Depreciation 642.66 629.07

Profit Before Tax (PBT) 2366.08 1864.13

Provision for Tax 793.09 705.25

Profit After Tax (PAT) 1572.99 1158.88

Appropriations:

Proposed Dividend – Interim 0.00 136.89

– Final 342.23 205.34

Tax on Proposed Dividend– Interim 0.00 22.74

– Final 55.52 34.90

Transfer to General Reserve 160.00 120.00

Balance Carried to Balance Sheet 4611.18 3583.47

Review of Operations

The Company recorded the total Net Sales Turnover amounting to Rs. 24793.51 Lacs as compared to Rs. 17952.54 Lacs in previous year giving a growth of 38.11% approx. The profit after tax was higher by 35.73% at Rs.1572.99 Lacs as compared to Rs. 1158.88 Lacs in Previous year.

The Company is continuously focusing on its core area of supplying fasteners to Original Equipment Manufacturers (OEMs) all over India and efforts have also been made for increasing the Companys business share in Retail Market from Rs. 234.90 Lacs to Rs. 300.00 Lacs showing a growth rate of 27.71%. Similarly the Company has also focused on its Export Sales which was Rs.1268.83 Lacs (FOB value) for the financial year 2010-2011 as against Rs. 572.60 Lacs (FOB value) showing a growth of 121.59%.

The Company has adequate production facilities with sole objective of providing quality products at reasonable prices as well as satisfying the interests of all stake holders in the Company.

The Company has projected a growth of 25% in the Total Sales Turnover for the financial year 2011-2012.

Dividend

Keeping in view the Companys performance, the Directors are pleased to recommend a dividend of 50% for the financial year ended 31st March, 2011 (Rs. 5/- per equity share) on the paid up equity share capital as compared to 50%(30% interim dividend + 20% Final dividend) for the financial year ended 31st March 2010 (Rs. 5/- per Equity Share (Rs. 3/- Interim dividend + Rs. 2/- Final Dividend per equity share).

Transfer to General Reserve

Your Company has transferred Rs. 160 Lacs to General Reserves during the financial year 2010-11 as compared to Rs. 120 Lacs in previous financial year.

Deposits

The Company has not accepted any deposits, which come under the purview of Section 58A of the Companies Act, 1956.

Listing

The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

Joint Venture

During the financial year under review, Your Company has invested Rs. 1,75,00,000/- in Equity Share Capital of the Company of Sterling Fabory India Private Limited, a Joint venture Company engaged in the business of wholesale distribution, supply chain and vendor management of non-automotive and automotive fasteners and standard and non-standard(customer specific) non automotive electronic and other components.

During the financial year under review, the Joint Venture Company has started its operations in April 2010 by establishing its main Trading Setup at 12/2, Delhi Mathura Road, Faridabad with Branch office/ Warehouse at Pune. The Joint Venture Company made a Sales of Rs. 57 Lacs which is expected to be Rs. 675 Lacs for the Financial Year 2011-2012. The Company plans to set up branch offices / warehouses at Bangalore and Chennai.

Particulars of Employees

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement on information relating to employees has been given by way of Annexure-I to this Report.

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

Information pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption & foreign exchange earnings and outgo are given by way of Annexure-II to this Report.

Corporate Governance

Your Company stand committed to good Corporate Governance-accountability, transparency, disclosures and independent supervision to increase the value of stakeholders. The Company is committed to transparency in all its dealings with shareholders, employees, the creditors, the Government and other parties and places high emphasis on business ethics.

Your Companys basic philosophy of Corporate Governance in the Company is to achieve business excellence and increasing long-term shareholder value, keeping in view the interest of the companys stakeholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance stipulated under clause 49 of listing agreement existing as of 31st March 2011.

A report on Corporate Governance pursuant to the provisions of Clause 49 of Listing Agreement supported by a Certificate given by the Statutory Auditors of the Company confirming compliance of conditions, form part of this Annual Report as ANNEXURE-III.

Your Company has made all the information, required by Investors, available on the Companys Corporate Website www.stlfasteners.com.

Management Discussion & Analysis

Management Discussion and Analysis Report covering issues relating to Industry structure, Opportunities, Challenges, Outlook and Performance etc. has been given separately and form part of this Annual Report as ANNEXURE-IV.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the Financial Year ended 31st March, 2011, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 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, 1956. 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 31st March, 2011 on a going concern basis.

Human Resources Development

Your Company strongly believes that its ability to maintain and continue its growth depends largely on its strength of attracting, developing, motivating and retaining the talent. Therefore, it is the endeavour of your Company to nurture and develop this wealth

a) Industrial Relations

During the financial year under review, harmonious industrial relations were maintained in your Company.

b) Trainings for development of Human Resources

During the financial year under review, Your Company had training target of 4 man days of training for every employee and we have achieved the target.

Your Company had prepared Skill/Competency Matrix for all employees

The training need identification was done through analysis of Skill/ Competency Matrix.

Your Company conducted technical, soft skills and behavioral training some managers were sent to IIMs, etc. for Management Development Programmes. Outbound Training was conducted for team building. Two employees were sent for AOTS training in Japan.

Moreover Your Company had conducted Induction training for all new recruits.

c) Kaizens:

Your Company had done well in Kaizens last financial year by implementing about 1500 kaizens, resulting to savings and improvement in 5S, Systems, Process, Safety, Morale, Methods, Productivity, Reducing losses, Energy saving etc.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Material Changes and Commitments

There were no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

Directors

In terms of Article 89 of the Articles of Association and Sections 255 & 256 of the Companies Act, 1956, Dr. T. N. Kapoor retires by rotation in the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

Statutory Auditors

I) Appointment

M/s. S. R. Dinodia & Co., the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s S.R. Dinodia & Co., have, under Section 24(1) of Companies Act, 1956, furnished the certificate of their eligibility for reappointment. As recommended by the Audit Committee, your Directors propose that they may be reappointed as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

II) Report

The Auditors Report and Notes on Accounts for the financial year 2010-2011 are self explanatory and therefore do not call for any further comments.

Internal Control System

M/s JRA & Associates, the Chartered Accountants based at New Delhi are working as Internal Auditors of the Company.

The Detailed Report of Internal Audit is presented to Management and an Executive Summary containing significant issues of repetitive nature, affecting the Company substantially in financial terms, Non compliances with any Statutory laws are presented to Audit Committee on quarterly basis for necessary directions thereon.

Safety, Health and Environment (SHE) Measures

Your Company maintain a healthy Environmental, Health and Safety Management Policy and comply with all the legal compliances. The Company is having zero discharge facility at Prithla Plant and is on forefront for plantation of tree and adopting measures to conserve natural resources viz. Water and Power. Your Company is accredited to ISO 14001:2004.

Quality Management System

Sterling Tools Limited has three units- Wire drawing unit which supplies Raw Material is certified for ISO -9001:2008.

Manufacturing units at Faridabad and Prithla are certified for TS -16949:2009. Our Plant at Prithla is certified for AS 9100 B.

Laboratory at Faridabad is NABL accredited and aligned to ISO -17025:2005. Faridabad plant is certified under Environment Management Systems ISO -14001:2004.

Prithla plant has plan to acquire ISO 14001 in the current financial year.

Subsidiaries

Your Company doesnt have any Subsidiary Company.

Cash Flow Analysis

In compliance with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the financial year ended 31-03-2011 is annexed hereto.

Acknowledgements

Your Directors would like to express their appreciation to all the Companys employees for their performance and continued support. The Directors would also like to thank all the shareholders, vendors, bankers, consultants, customers and governmental & statutory authorities for their sustained support.



for and on behalf of the Board

M. L. Aggarwal Chairman DIN No. 00027380

Date:17th May, 2011 Place: Faridabad

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Mar 31, 2010

The Directors are pleased to present the 31st Annual Report on the business operations and financials of the Company for the Financial Year ended 31st March 2010.

Financial Results

The Companys performance for the Financial Year 2009-2010 2008-2009 is summarized as under:

(Rs. in Lacs)

Particulars Financial Year

2009-2010 2008-2009

Gross Sales Turnover 19451.72 17032.44

Profit before interest, depreciation and tax 3027.58 1580.17

Interest 534.38 665.97

Depreciation 629.07 614.84

Profit Before Tax (PBT) 1864.13 299.36

Provision for Tax 705.25 127.64

Profit After Tax (PAT) 1158.88 171.72

Appropriations:

Proposed Dividend 342.23 68.45

Tax on Proposed Dividend 57.63 11.63

Transfer to General Reserve 120.00 0.00

Balance Carried to Balance Sheet 3583.48 2944.46

Review of Operations

The performance of your Company during the Year under review has shown improvement over the previous year. Sales at Rs. 19451.72 Lacs increased, by 14.20% as compared to sales at Rs. 17032.44 Lacs in the previous financial year and the Profit before Tax for the Financial Year 2009-2010 at Rs. 1864.13 Lacs increased by 522.71% as compared to Rs. 299.36 Lacs in the previous financial year.

Dividend

In view of Sterlings tradition of high regard for its shareholders, the Directors had, in their meeting held on 18th February, 2010, recommended 30% interim dividend for fiscal year 2009-2010 against 10% dividend for the previous year. This interim dividend has already been paid and taking note of this payout, your Directors are pleased to recommend the payment of final dividend for the Year ended 31st March, 2010 at Rs. 2/- Per Share (20%) on face value of Rs. 10/- per share (Previous Year Rs. 1/- per Share (10%), subject to approval of shareholders in ensuing Annual General Meeting.

Transfer to General Reserve

Your Company has transferred Rs. 120 Lacs to General Reserves during the Financial Year 2009-10 as compared to Rs. Nil in previous Financial Year.

Deposits

The Company has not accepted any deposits, which come under the purview of Section 58A of the Companies Act, 1956.

Listing

The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges.

Shifting of Registered Office

The Registered Office of your Company has been shifted from F-37, Okhla Industrial Area, Phase-I, New Delhi-110020 to A-40, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi-110044 with effect from 2nd March, 2010.

Joint Venture

During the Year under review, Your Company has entered into a Joint Venture Agreement with M/s Borstlap Masters in Fasteners Group B.V. (Fabory), a Netherland based Company to form a Joint Venture Company in India in ratio of 50:50. Accordingly a Joint Venture Company named Sterling Fabory India Private Limited has been formed in March, 2010 with its Registered Office in Delhi. Till date Your Company has invested Rs. 1,75,00,000/- in the said JVC in form of Share Capital.

The Joint Venture Company will be doing business of wholesale distribution, supply chain and vendor management of non-automotive and automotive fasteners and standard and no-standard(customer specific) non automotive electronic and other components, assemblies and sub-assemblies and fittings, of all kinds and for all industries and components thereof.

Particulars of Employees

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement on information relating to employees has been given by way of Annexure-I to this Report.

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

Information pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption & foreign exchange earnings and outgo are given by way of Annexure-II to this Report.

Corporate Governance

Your Company follows the principles of the effective Corporate Governance practices as set out by SEBI vide Clause 49 of the Listing Agreement.

A report on Corporate Governance pursuant to the provisions of Clause 49 of Listing Agreement supported by a Certificate given by the Statutory Auditors of the Company confirming compliance of conditions, form part of this Annual Report as ANNEXURE-III.

Your Company has made all the information, required by Investors, available on the Companys Corporate Website www.stlfasteners.com.

Management discussion & Analysis

Management Discussion and Analysis Report covering issues relating to Industry structure, Opportunities, Challenges, Outlook and Performance etc. has been given separately and form part of this Annual Report as ANNEXURE-IV.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the Financial Year ended 31st March, 2010, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the 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, 1956. 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 31st March, 2010 on a ‘going concern basis.

Human Resources Development

Your Company strongly believes that its ability to maintain and continue its growth depends largely on its strength of attracting, developing, motivating and retaining the talent. Therefore, it is the endeavour of your Company to nurture and develop this wealth

a) Industrial Relations

During the year under review, harmonious industrial relations were maintained in your Company.

b) Trainings for development of Human Resources

During the year under review, Your Company had training target of 4 man days of training for every employee and we have achieved the target.

Your Company had prepared Skill/Competency Matrix for all employees .The training need identification was done through analysis of Skill/ Competency Matrix.

Your Company conducted both technical and soft skills training and even some of the employees were sent to IIMs, etc. for Management Development Programmes as well as Outbound Training was also conducted for team building. One employee was sent for AOTS training in Japan.

Moreover Your Company had conducted Induction training for all new recruits.

Your company won the HR Excellence Award of Amity University.

c) Kaizens:

Your Company had done well in Kaizens last year by implementing 1600+ kaizens, resulting to savings and lot of improvements in 5S, Systems, Process, Safety, Morale, Methods, Productivity, reducing wastages, energy saving ,etc

Your company won the 2nd position in the CII/ACMA Kaizen Competition.

Statutory Disclosures

Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Material Changes and Commitments

There were no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

Directors

In terms of Article 89 of the Articles of Association and Sections 255 & 256 of the Companies Act, 1956, Shri Atul Aggarwal retire by rotation in the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

Statutory Auditors

I) Appointment

M/s. S. R. Dinodia & Co., the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. M/s S.R. Dinodia & Co., have, under Section 224(1) of Companies Act, 1956, furnished the certificate of their eligibility for reappointment. As recommended by the Audit Committee, your Directors propose that they may be reappointed as Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

II) Report

The Auditors Report and Notes on Accounts for the financial year 2009-2010 are self explanatory and therefore do not call for any further comments.

Internal Control System

The Company has well established and efficient Internal Control Systems under the assistance of M/s JRA & Associates, the Internal Auditors of the Company.

The Company has also well defined powers of various executives working at different levels within the Company.

The Report of Internal Audit on quarterly basis is subject to review and approval by Audit Committee of the Board and necessary directions are issued wherever necessary.

Subsidiaries

Your Company do not have any subsidiary Company.

Cash Flow Analysis

In compliance with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31-03-2010 is annexed hereto.

Acknowledgements

Your Directors would like to express their appreciation to all the Companys employees for their performance and continued support. The Directors would also like to thank all the shareholders, vendors, bankers, consultants, customers and governmental & statutory authorities for their sustained support.

for and on behalf of the Board

Date: 19th July, 2010 M. L. Aggarwal

Place: Faridabad Chairman

DIN No. 00027380