Sandhar Technologies Limited — Interim / Quarterly Report 2019

Nov 5, 2018

Ref: STL/REG-30/BSE/NSE/2018-19/23

05th November, 2018

To, Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 00 I

To, Listing Department, National Stock Exchange of India Limited C-1, G-B lock, Bandra-Kurla Complex Bandra, (E), Mumbai - 400 0051

BSE Scrip Code: 541163; NSE: SANDBAR

Sub: Outcome of the Board Meeting.

Ref.: Regulation 30 (read with Part A of Schedule III) and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Madam,

We are pleased to inform you that the Board of Directors of the Company, at its meeting held today i.e. on 05th November 2018, which commenced at 11 :30 A.M. and concluded at O 1 :45 P.M. considered and approved, inter alia, the following items of business:

i. Un-audited Standalone Financial Results, for the quarter and half year ended on the 30th September, 2018 of the Company as recommended by the Audit Committee and the Statutory Auditors have carried out a 'Limited Review' for the same.

Further, Pursuant to the Regulation 33 of the Listing Regulations, we are enclosing herewith a copy of the Un-audited Standalone Financial Results and Limited Review Reports of the Statutory Auditors of the Company as "Anncxure- A" .

• ii. Appointment of Smt. Archana Capoor (DIN: 01204 170) as an Additional Director to be designated as Non- Executive Independent Director of the Company with effect from 05th November, 2018. A brief profile of Smt. Archana Capoor as required under Reg. 36(3) of the Listing Regulations is enclosed herewith and marked as "Annexure- B".
• iii. Declared Interim Dividend of Rs. 1.25/- (12.5%) per equity share of face value of 10/- each for the financial year 2018- 19.
• iv. Pursuant to Regulation 42 of the Listing Regulations, the Record Date for the purpose of payment of the aforesaid Interim Dividend has been fixed on 16th November, 2018. The Company is expecting to pay 'Interim Dividend' to the shareholders on or before 04th December, 2018.

Kindly take the above on your record.

Thanking you,

Yours faithfully,

Chief Financial Officer & Company Secretary DIN: 01877905

Encl: As above

Sandhar Technologies Limited

Head Office: 13, Sector-44, Gurugrom-122002, Haryana, India. Ph: +91-124-4518900 Registered Office : B-6/20, Local Shopping Complex, Safdarjung Enclave, New Delhi- 110029 Ph: +91-l l -40511800 Email - enquiries@sandhar.in; website - www.sandhargroup.com; CIN - U7 4999DL 1987PLC029553

C!N; L74999DL1987PLC029553

Chartered Accountants

Building No.10, 8th Floor, Tower-B . DLF Cyber City, Phase - II Gurugram - 122 002, India

Telephone: + 91 124 719 1000 Fax: + 91 124 235 8613

To the Board of Directors of Sandbar Technologies Limited

We have reviewed the accompanying Statement of Unaudited Standalone Financial Results ('the Statement') of Sandhar Technologies Limited ('the Company') for the quarter ended 30 September 20 I 8 and the year-to-date results for the period from 1 April 2018 to 30 September 2018, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing 0bligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

This Statement is the responsibility of the Company's Management and has been approved by the Board of Directors on 5 November 2018. Our responsibility is to issue a report on the Statement based on our review.

We conducted our review rn accordance with the Standard on Review Engagement (SRE) 2410, 'Review oflnterim Financial Information Performed by the Independent Auditor of the Entity', specified under Section 143 ( 10) of the Companies Act, 2013 ('the Act'). This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of Company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with applicable accounting standards i.e. Ind AS prescribed under Section 133 of the Act and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

For BS R& Co. LLP

Chartered Accountants I~F;r,:]5 101248W /W-100022

Shashank Agarwal Partner Membership number: 095109

Place: Gurugram Date: 5 November 2018

B S R & Co. (a partnership firm with Registration No. BA61223) convertad into B S R & Co. LLP (a Limited Liability Partnership with LLP Registration No. AAB-8181) w ith effect from October 14, 2013

Registered Office: 5th Floor, Lodha Excelus Apollo Mil ls Compound N.M. Joshi Marg, Mahalakshmi Mumbai - 400 011

SANDHAR .,,wtn >.4ot -• on 8-l r L,!o,

Sandhar Technologies Limited CIN, L74999DL1987PLC029553 Regd. Office: B - 6/20, L.S.C. Safdarjung Enclave, New Delhi 110029 .

Tel: 0124 - 4518900, E-mail: investors@sandhar.in, Website: www.sandhargroup.com

	STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED 30 SEPTEMBER 2018
	P a rticulars	Standalone(l in lakhr, except per equity share data)
Sr No.		Quarter ended			Half-year ended		Year ended
		30 September 2018	30 lune 2018	30 Scotcmbcr 2017	30 Scotcmbcr 201830 ScDtcmbcr 2017		31 March 2018
		Un-audited	Un-audited	Un-audited	Un-audited	Un-audited	Audited
	Revenue Crom operations (rdcr note 2)	53,662.88	-1-9,337.42	-1-6,330.13	103,00::uo	89,563.54	172,139.97
	Other income	150.S6	78.57	101.32	229.13	196.23	444,07
	Total income (1+2)	53813.44	49 415.99	46 431.45	103 229.43	89 759.77	172 584.04
	Expcnsu
	(a) Co,;1 of mate rials consumed	34,787.02	31,462.84	30,69158	66,249.86	55,430.08	107, 147.78
	(b) Changes in inventories of finished goods :md work-in-prog,-ess	(288.87)	256.50	17 77	(32.Y7)	325.29	(331.42)
	(c) Excise duty					3,722.83	3,722.83
	(d) Employee benefits cxpcm;c	6,245.58	6,014.63	-1-,904.54	12,260.21	9,728.98	20,201.66
	(c) Finance c06ts	474.60	312.16	870.75	786.76	1,771.70	3,811.87
	(f) Depreciation and a mortization expense	1,694.75	1,571.12	1,369.27	3,265.87	2,676.95	5,512.79
	(g) Other expenses	7,062.22	6,684.77	5,658.93	13,746.99	11,022.64	22,750.80
	Total expenses	49 975.30	46 302.02	43.512S4	96 Z77.32	84 678.47	162 816.31
	Profit before ta"< (3-4)	3 838.14	3113.97	2,918.61	6952.11	5 081.30	9 767.73
	Ta"C expcnsn
	(a) Currcntta-.	1,207.90	686.51	889.23	1,894.41	1,552.09	2,966.97
	(b) Deferred ta.-. (credit)/ charge	26.35	237.16	71.30	263.51	92-23	28.11
	Tota l la.x expenses	1.234.25	923.67	960.53	2 157.92	1644.32	2 995.08
	Net profit after tax (5-6)	2 603.89	2190.30		4 794.19		6 772.65
				1958.08		3 436.98
	Other comprehensive income
	a) Items that will not be reclaHified 10 the statement of profit and lossi) Lou on remeasurement of defined benefit obligation	(20.30)	(24.51)
	ii) Income la."< relating 10 the above	7,03	8.48	(22.01)7.62	(44.81)15.51	(44.02)15.24	(88.05)30.47
	Tota l other comprehensive income for the period (a (i+ii))	(13.27	(16.03)	(14.39	(29.30	(28.78)	(57.58)
	Tota l comprehensive income for the period (7+8)	2.590.62	2174.27	1943.69	4 76-4.89	3 408.20	6 715.07
10	Paid up equity ijhare capital (Face value of Rs 10/- per share)	6 019.07	6 019.07	5 115.46	6 019.07	5115.46	6 019.07
11	Reserve excluding Revaluation Reserves						56 338.65
12	Earnings Per Share (EPS) (Face value of Rs 10/- per share) (not annualised)(a) Basic	4.33	3.64	3.83	7.'TI	6.72	13.21
	(b) Diluted	4.33	,	3. 83	7.'fl	6.72	13.21

Notes;

1 The a bove statement of unaudited standalone financial results ('the sta(ement') for the quarter and half year ended 30 September 2018, have been reviewed by the Audit Committee and approved by the Board of Directon at their meeting held on 5 November 2018. The same along wi1h the review rePort of the Statutory auditor h as bee n filed with the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) and is also available on the Company'• webliite at www.,andhargroup.com

2 Revenue from operations for the h a lf-year ended 30 September 2018 i, not comparable with the corrcsPonding h a lf-year ended 30 September 2017, since same is net of Goods and Service■ Ta.x (GST) whereas excise duty formed part of expcnsn in corresponding half-year ended 30 September 2017.

3 The Company's business activity faU, within a single primary busineH segment viz. "Automotive components". The operating segment has been defined based on regular review by the Company's Chief Operating Decision Maker to assei;s the performance of the Company a nd 10 make decision about allocation of resources.

4 During the year ended 31 March 2018, the Company had completed the Initial Public Offer (IPO), pun;;uant to which 15,436,144 equity shares of Rs. 10 each were allotted, at an issue price of Rs. 332, consisting of fresh issue of 9,036,144 equity sharctr and an offer for sale of6,400,000 equity &hares by GTI Capital Beta Private Limited

The Company had entered into the listing agreement with the Securities and Exchange Board of India ('SEBI') on 24 March 2018, punuanl to the requirements of the Securities and Exchange Boanl of India (Li.sting Obligations and Disclosure Requirements) Regulations, 2015, as a result of which its sharer; have litarted uading on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on 2 April 2018 via ID SANDHAR and BSE Limited (BSE) via ID S41l63.

Further, during the year ended 31 March 2018, 2,534,505 equity s h ares were sold by GTI Capital Beta Private Limited in a Pre. Initi a l Public Offer sale on 13 March 2018.

5 The proceeds from !PO was of Rs. 27,986.83 Lacs (net of fresh iH ue related expense, (including GST))-

Details of utiliution of I PO proceeds arc as follows;

Rs. in Lacs
Particulan		Objects of the inue as Unutilized amount as Utilized during the
	per proepectus		qua rte r ended
		31 March 2018	30 June 2018
Re avmcnt of Loans	22,500.00	22,500.00	22,500.00
General Corpor:i.te Pm:poses	5,486.83	5,486.83	5 486.83
Total	27,986.83	27,986.83	Zl 986.83

With cffcc1 from 1 April 2018, the Company hu adop1ed Ind AS-11S ('Revenue from Contracts with Customers') using the cumulative effect method which is applied to contracts that were not completed as a t 1 April 2018 and accordingly the statement has been prepared m accordance with rccogmtJon and measurement pnnc1ples laid down 1n Ind AS-115 The comparalivcs have not been ret~ p, •~ appbcatmn of Ind AS-llS d,d not h ave any 11gmfica nt impact on rcc;ogn1t1on and measurement of revenue and related items 1n the stalement ~N Q £

Th, Doud 0ro.,wo~., ,u M«ong hold on 5 No,omb" 2018, hu d,dmd •n m«nm dmd,nd of R. 125 P" <quuy , hm ~ iEJ"'s TL Q~~ I

Dated 5 November 2018

& Co 1,,b-s * Q'?v £-0½ I * ·fouRUGRAM) * \ Place : Gurugram

For and on behalf 0£ the Board of D1recton;; of «d

c~ ' u

R

Sandbar Technologies Limited

STATEMENT OF ASSETS & LIABILITIES

	Standalone(~ in lakhs, except per equity share data)
Particulars
	As at30 September 2018	As at31 March 2018
	Un-audited	Audited
ASSETS
Non-current assets
Property, plant and equipment	57,598 08	51,916.96
Capital work-in-progress	2,214.40	6,360.16
Goodwill	552.35	55235
Other Intangible assets	727.20	873.84
Financial assets
(i) Investments	6,455.62	4,927 71
(ii) Loans	828.54	767.32
Income-tax assets	99.31	99.31
Other non-current assets	486.99	1,307.95
Total non-current assets	68,962.49	66,805.60
Current assets
Inventories	12,802.37	12,195.98
Financial assets
(i) Loans	397.1731,723.03	3136723,480.12
(ii) Trade receivables(iii) Cash and cash equivalents	45.81	25,347 17
(iv) Other Bank balances	101.18	101.69
(v) Other financial assets	1,595.03	1,029.35
Other current assets	2,479.80	2,836.82
Total current assets	49,144.39	65,304.80
Assets held for sale	97.17	97.17
Total assets	118,204.05	132,207.57
EQUITY AND LIABILITIES
Equity
Equity share capital	6,019.07	6,019.07
Other equity	61,103.55	56,338.65
Total equity	67,122.62	62,357.72
LiabilitiesNon-current liabilities
Financial liabilities
(i) Borrowings	80.08	100.25
(ii) Other financial liabilities	4.19	3.76
Deferred tax liabilities (net)	813.32	56532
Total non-current liabilities	897.59	669.33
Current liabilities
Financial liabilities
~) Borrowings	16,513.55	7,399.40
(ii) Trade payables	27,093.39	28,946.81
(iii) Other financial liabilities	2,18136	29,148.24
Other current liabilities	1,339.97	1,157 71
Income-tax Liabilities	1,717.61	1,376 69
Provisions	1,337.96	1,151.67
Total current liabilities	50,183.84	69,180.52
Total liabilitiesTotal equity and liabilities	51,081.43118,204.05	69,849.85132,207.57

\

ANNEXURE – B

BRIEF PROFILE OF SMT ARCHANA CAPOOR

S.No	Disclosure requirements	Details
1	ReasonforChangeviz.appointment,resignation,removal, death or otherwise	Smt Archana Capoor has been appointed as an Additional Director to bedesignated as Non- Executive Independent Director on the Board of theCompany
2	DateofAppointment/cessation (as applicable)	05th November, 2018
	Terms of appointment	Appointment as Additional Director to be designated as Non- ExecutiveIndependent Director for tenure of 5 years w.e.f. 05/11/2018 to 04/11/2023.
3	Brief Profile(in case of appointment)	Smt Archana Capoor born in 1958 and holds a masters' degree in BusinessAdministration with specialization in Finance and Market Research,University of Allahabad, UP (India). She has a versatile profile in differentsectors such as Tourism, Banking & Finance and Social. This apart she isan Independent Board Director/member of 6 listed Companies and 3 PrivateCompanies since 2014 also a member secretary and project director of anNGO, India Trust or Rural heritage and culture (ITRHD). She has over 34years of work experience in Finance, Legal & International Business.
4	Disclosure of relationshipsbetween Directors (in caseofappointmentofaDirector)	Not Applicable