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    Corporate Governance

    Corporate Governance : Quarter ending : March 2025
    Archives
    Quarter Ending :March 2025

    Annexure I
    I. Composition of Board of Directors
    Disclosure of notes on composition of board of directors explanatory
    The Board of Directors, at its meeting held on 24 March 2025, redesignated Anand Sen from Independent Director to Non-Executive Director, with effect from 25 March 2025.
    Whether the listed entity has a Regular Chairperson Yes
    Whether Chairperson is related to MD or CEO No
    Sr Title (Mr/Ms) Name of the Director DIN Category Disqualification of Directors under section 164 of the Companies Act, 2013 Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of Appointment Date of Re-appointment Date of cessation Tenure of Director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
    Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status
    1 Mr Thoniparambil Raghavan Raghunandan 03637265 Non-Executive - Non Independent Director,Chairperson No - - - Active NA - 28-05-2016 - - - 1 0 1 0 -
    2 Mr Bahirji Ajai Ghorpade 08452844 Executive Director,MD No - - - Active NA - 01-04-2020 01-10-2022 - - 1 0 1 0 -
    3 Mr Gururaj Pandurang Kundargi 02256516 Non-Executive - Independent Director No - - - Active NA - 12-11-2016 12-11-2021 - 100.19 2 2 3 1 -
    4 Mrs Latha Pillai 08378473 Non-Executive - Independent Director No - - - Active NA - 08-03-2019 08-03-2024 - 72.23 1 1 2 0 -
    5 Mr Hemendra Laxmidas Shah 00996888 Non-Executive - Independent Director No - - - Active NA - 27-05-2019 01-10-2022 - 70.04 1 1 2 0 -
    6 Mr Mohammed Abdul Saleem 00061497 Non-Executive - Non Independent Director No - - - Active NA - 01-04-2020 05-08-2024 - - 1 0 1 0 -
    7 Mr Anand Sen 00237914 Non-Executive - Non Independent Director No - - - Active NA - 15-05-2024 25-03-2025 - 10.10 3 2 2 0 -

     
    Annexure II
    Website Affirmations
    Sr. No. Item Compliance status Details of non-compliance Web address
    1 Details of business Yes - https://www.sandurgroup.com/
    2 Terms and conditions of appointment of independent directors Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/14-Terms-and-conditions-for-appointment-of-Independent-Directors.pdf
    3 Composition of various committees of board of directors Yes - https://www.sandurgroup.com/board-of-directors-committees
    4 Code of conduct of board of directors and senior management personnel Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/6-Code-of-Conduct-for-Board-Members-and-Senior-Management.pdf
    5 Details of establishment of vigil mechanism or whistle blower policy Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/13-Whistle-Blower-Policy.pdf
    6 Criteria of making payments to non-executive directors Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/12-Criteria-for-making-payment-to-Non-Executive-Directors.pdf
    7 Policy on dealing with related party transactions Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/11-Policy-on-Related-Party-Transactions-Revised.pdf
    8 Policy for determining material subsidiaries Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/9-Policy-for-determining-Material-Subsidiary.pdf
    9 Details of familiarization programmes imparted to independent directors Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/Familiarisation-programme-for-independent-directors.pdf
    10 Email address for grievance redressal and other relevant details Yes - https://www.sandurgroup.com/contacts
    11 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes - https://www.sandurgroup.com/contacts
    12 Financial results Yes - https://www.sandurgroup.com/quarterly-results
    13 Shareholding pattern Yes - https://www.sandurgroup.com/shareholding-pattern
    14 Details of agreements entered into with the media companies and/or their associates NA - -
    15 Audio or video recordings and transcripts of post earnings/quarterly calls Yes - https://www.sandurgroup.com/stock-exchange-intimations
    15 Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange Yes - https://www.sandurgroup.com/stock-exchange-intimations
    16 New name and the old name of the listed entity NA - -
    17 Advertisements as per regulation 47 (1) Yes - https://www.sandurgroup.com/quarterly-results
    18 Credit rating or revision in credit rating obtained Yes - https://www.sandurgroup.com/credit-ratings
    19 Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year Yes - https://www.sandurgroup.com/subsidiaries
    20 Secretarial Compliance Report Yes - https://www.sandurgroup.com/secretarial-compliance-reports
    21 Materiality Policy as per Regulation 30 (4) Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/10-Policy-on-determination-of-Materiality.pdf
    22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes - https://www.sandurgroup.com/contacts
    23 Disclosures under regulation 30(8) Yes - https://www.sandurgroup.com/stock-exchange-intimations
    24 Statements of deviation(s) or variations(s) as specified in regulation 32 NA - -
    25 Dividend Distribution policy as per Regulation 43A(1) Yes - https://www.sandurgroup.com/downloads/Corporate-Governance/Policies/15-Dividend-Distribution-Policy.pdf
    26 Annual return as provided under section 92 of the Companies Act, 2013 Yes - https://www.sandurgroup.com/agm-postal-ballots
    27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes - https://www.sandurgroup.com/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015
    28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating Yes - https://www.sandurgroup.com/disclosures-under-regulation-46-of-sebi-lodr-regulations-2015
    Disclosure of notes on website in terms of Listing Regulations explantory -

     
    Annexure III
    III. Affirmations
    Sr Particulars Regulation Number Compliance status(Yes/No/NA) If status is “No” details of non-compliance may be given here
    no record found
    Any other information to be provided -

    1 Name of signatory Neha Thomas
    2 Designation Company Secretary and Compliance Officer
     
    Annexure IV
    Additional Half Yearly Disclosure
    I. Disclosure of Loans/ guarantees/comfort letters /securities etc.

    Applicability of disclosure Applicable
    Reason for Non Applicability Applicable

    (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to:
    Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
    Promoter or any other entity controlled by them - -
    Promoter Group or any other entity controlled by them - -
    Directors (including relatives) or any other entity controlled by them - -
    KMPs or any other entity controlled by them - -

    (B) Any guarantee/ comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by:
    Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
    Promoter or any other entity controlled by them - - -
    Promoter Group or any other entity controlled by them - - -
    Directors (including relatives) or any other entity controlled by them - - -
    KMPs or any other entity controlled by them - - -

    (C ) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by:
    Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
    Promoter or any other entity controlled by them - - -
    Promoter Group or any other entity controlled by them - - -
    Directors (including relatives) or any other entity controlled by them - - -
    KMPs or any other entity controlled by them - - -

    (D) Additional Information
    Affirmations Compliance Status
    All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. Yes
    Remarks:
    Name Uttam Kumar Bhageria
    Designation CFO
    Place Bengaluru
    Date 29 Apr 2025

    Signatory Details:
    Name of signatory Neha Thomas
    Designation of person Company Secretary and Compliance Officer
    Place --
    Date

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    12 Jul 25 | 06:50 (IST)
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