Sansera Engineering Ltd Directors Report

During the year under review, the Board of the Company was duly constituted in line with the requirements under the Companies Act, 2013 and Listing Regulations. For more details, please refer to the relevant section of Corporate Governance Report forming part of this Report.

Mr. Bindiganavile Raghunath Preetham (DIN: 03499506), Executive Director & Group CEO of the Company who retires by rotation and being eligible, offers himself for re-appointment. Adequate disclosures have been made in the notice of 43rd Annual General Meeting pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings.

For more details regarding additional information under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards, please refer to notice of 43rd AGM forming part of this Report.

KEY MANAGERIAL PERSONNELS (KMPS)

Mr. S Sekhar Vasan, Chairman & Managing Director, Mr. F R Singhvi, Joint Managing Director, Mr. B R Preetham, Executive Director & Group CEO, Mr. Vikas Goel, CFO and Mr. Rajesh Kumar Modi, Company Secretary & Compliance Officer of the Company continues to be the KMPs of the Company as on date of this report as per Section 203 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE WITH THE CODE OF CONDUCT

The independent directors of your Company have given a declaration to the Company under Section 149 (7) of the Companies Act, 2013 and Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014 that, they meet the criteria of independence as provided in this sub-section including SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The independent directors have affirmed compliance with the Code of Conduct. The Independent Directors also affirmed compliance under Section 150 of the Companies Act, 2013 including any amendments/ notifications issued from time to time.

In the opinion of the Board of Directors of the Company, Independent Directors of your Company have the highest standards of integrity and are highly qualified, recognised and respected individually in their respective fields. The composition of Independent Directors is the optimum mix of expertise (including financial expertise), leadership and professionalism.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186 of the Act, disclosure on particulars relating to loans, advances, guarantees and investments are provided as a part of the financial statements in note no. 50 of the standalone financial statements.

RELATED PARTY TRANSACTIONS:

Prior approval of the Audit Committee was obtained for all related party transactions during the year under review. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transactions entered by the Company. The Company has framed a Policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. The said Policy is available on the website of the Company at: https://sansera.in/investor-policies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including arms length transactions under third proviso thereto has been disclosed in Form No. AOC-2 as Annexure 5.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Anti Sexual Harassment Policy in line with the requirement of Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the employees have been advised to address their grievances under this policy for redressal. Internal Complaints Committee (ICC) has been set up to redress complaints received under sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy.

The statement showing number of sexual harassment complaint received during the year are as follows:

OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the applicable provisions of Maternity Benefits Act, 1961.

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

Sansera continues its path to green manufacturing. Focus remains on maximising use of green energy across our plants in India and Europe. In India we have increased our contracted volume by +45%, from 100M units to 145M units per annum (In CO2 emission reduction terms it is a change from 80000 Tons / annum to c.116000 tons / annum). The contracts (PPAs) consist of a mix of Solar and Wind power Group Captive and Solar roof top establishments.

In our constant effort towards Energy Conservation, SANSERA continues to implement multiple Projects, (overall

c.68 Projects) to improve Energy Efficiency and Carbon

footprint Reduction, through ISO 50001:2018 (EnMS) & ISO 14001:2015 (EMS) Certification across the manufacturing units in India.

We continue to work towards our target to save c. 5% of Power Consumption / annum through production shops, namely, Machine Shop, Forge Shop, Heat Treatment Shop & Utilities by implementing multiple EMAPs (energy management programmes).

We are happy to share some of the projects implemented, division wise, throughout the plants:

1. Machine Shop:

• Component Cleaning Machines Resistive Energy load deactivated by using Oemeta - Cleaner 21 Solvent.

• Increasing Energy Efficient Hydraulic Power Packs utilisation as horizontal deployments in CNC Machines wherever feasible.

• Energy saving evidenced through cycle time reduction as on-going Continual Improvement Programme.

• Idle time Power off Logic enabled for Most of CNC Machines to ensure Energy Savings.

• MSEC (Machine Shop Specific Energy

Consumption) Reduction year on year.

• MPEP (Machine Shop Plant Energy Performance) Improvement year on year.

• Heat Pump & WHR (Waste Heat Recovery) Adoption wherever feasible to eliminate Resistive Energy Load.

• Replacing Old inefficient Induction Motors with Energy Efficient IE3 & IE4 Induction Motors.

• Constant effort to make SPMs, built in-house, more Energy efficient by optimising and installing latest equipment for energy conservation & enhanced Savings.

2. Forge Shop:

• Introduced Fiber optic Technology to minimise the Energy losses in Induction Furnace.

• FSEC (Forge Shop Specific Energy Consumption) Reduction year on year.

• FPEP (Forge Shop Plant Energy Performance) Improvement year on year.

• Old Inefficient Induction Motors have been replaced with IE3 & IE4 Induction Motors.

• Energy savings evidenced in transfer feeder motor of Press by providing idle time power off logic.

• Productivity and Yield improvement projects are carried out as regular practice for all the forged components resulting in energy efficiency, besides RM saving & improved die life (cost optimisation).

• Energy savings done through VFD in Reduce Roller Conveyors.

3. Heat Treatment Shop:

• CO2 Reduction is evidenced by optimum level usage of fuel and air through Monitoring O2 / CO2/CO.

• Old Cooling towers have been replaced with Energy Efficient Cooling towers (5HP to 1HP).

• Thyristors have been introduced in Preheating furnaces to ensure Energy Saving.

• HSEC (HT Specific Energy Consumption) Reduction year on year.

• HPEP (HT Plant Energy Performance)

Improvement year on year.

• Underloading avoided in HT furnaces.

• Washing Machines have been automated from Manual to ensure energy Savings.

• Increasing Yield per batch as part of continual improvement through reducing fixture weight.

• Furnaces have been revamped periodically to ensure heat dissipation is avoided and skin temperature reduced as a part of improving Furnace efficiency in terms of SEC reduction.

• PNG Consumption reduced through Gas contactless process by Greentech fuel saving device.

4. Utility:

• Periodically air leakage audits are done through ultrasonic leakage detector and leakages have been drastically reduced, thereby Energy saving evidenced.

• Reducing harmonics through Total harmonics audit.

• Energy saver - Airton interfaced with Air conditioners to optimise temperature setting to ensure Energy saving.

• Optimise compressed air usage through pressure setting.

• Old inefficient fans have been replaced with Energy efficient BLDC fans.

• Energy efficient auto drain valve used in Air screw compressors.

• IGBC norms followed to ensure Energy savings for new establishments.

• Waste generated during construction has been recycled & diverted from landfill.

• Rainwater runs off from site is captured, recharged & reused.

• Energy Efficient compressor with VFD installed to ensure power savings.

• Old inefficient Air screw compressors are replaced with Energy Efficient Air Screw compressors - Higher FAD (Free air delivery) with optimised Power Consumption.

5. Way Forward:

• Additional Green Power of 45.0 mn units will be added FY 2025-26 to ensure green energy share 64.61% for PAN-India & 95% for Karnataka Plants FY 2025-26

• Incorporation of RECD (Retrofit Emission control device) with Diesel generators to meet CPCB norms.

6. New Technology Adoption:

The Company has made significant investments in technology upgradation and innovation during FY 2024-25, reinforcing its commitment to technological excellence and manufacturing capabilities:

Manufacturing Capabilities Enhancement:

• Successfully designed and manufactured Internal Grinding Machines for captive use at our machine building division, capable of producing multiple entry chamfers and radii with bore diameter range of 20-60mm and maximum spindle speed of 20,000 RPM

• Developed prototype manufacturing capabilities for complex and precision-engineered Rotor

Shafts for electric vehicle (xEV) applications, meeting stringent tolerance requirements for splines and critical journal diameters

Automation and Process Innovation:

• Established highly automated manufacturing lines for larger connecting rods targeting nonautomotive and commercial vehicle segments in India, aligned with our Sweden facilitys product specifications

• Designed and manufactured fully automated manufacturing cells meeting stringent CE certification standards for deployment at our Sweden operations. Two cells are currently operational at the Sweden facility, with additional units under development, delivering significant improvements in cost efficiency, energy consumption, lead times, and manufacturing footprint

Advanced Materials Processing:

• Continued advancement in aluminium forging capabilities to meet increasingly complex geometric requirements and superior surface finish specifications

FOREIGN EXCHANGE EARNINGS AND OUTGO

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in line with the CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the CSR Policy.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, have been given in Annexure 6 forming part of this Report.

The CSR Policy of the Company is available on the website of the Company at https://sansera.in/investor-policies.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

A detailed BRSR in terms of the provisions of the Listing Regulations is attached as Annexure 7 forming part of this Report.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated in Listing Regulations is enclosed as Annexure 8 with this Report.

A certificate from BMP & Co. LLP Practicing Company Secretaries and Secretarial Auditors of the Company confirmed that the Company has complied with the conditions of Corporate Governance and the same is attached with the report on Corporate Governance.

ANNUAL PERFORMANCE EVALUATION

The Board and NRC has approved the policy for evaluating the performance of the Board, its committees, individual Director, and the Chairman in compliance with the provisions of Section 178 read with Schedule IV of the Companies Act, 2013 and Listing Regulations. In accordance with the evaluation criteria specified in the policy, the annual performance evaluation of the Board as a whole, all respective committees, Chairperson, individual Director have been carried out by Independent Directors and Board through a structured questionnaire covering various aspects of the evaluation framed in line with the guidance notes Issued by the Companies Act, 2013 and Listing Regulations. The feedback and results of the questionnaire were collated, and a consolidated report was shared with the Board. The Board expressed its satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

The familiarisation programme aims at making the Independent Directors familiar with the businesses, operations and amendments in roles and responsibilities of directors through various structured familiarisation programmes. The Company organises such a programme for directors as and when required. The Company have plans for more effective programmes as and when required to keep the Board updated on their roles and responsibilities as required under the Listing Regulations and Companies Act. The said familiarisation programmes are available on the website of the Company at: https://sansera.in/.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in the attraction, retention and development of talented employees on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and role enrichment.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Nomination and Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnels (KMPs) and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report. As and when the need arises to appoint Director, KMP and Senior Management Personnel, the Nomination and Remuneration Committee (NRC) of the Company determines the criteria based on the specific requirements/ roles. NRC, while recommending candidature to the Board, takes into consideration the qualification, integrity, attributes, expertise, experience, and independence of the candidate.

The policy can be accessed at https://sansera.in/investor- policies.

COMMITTEES OF THE BOARD

The Board of Directors of the Company have constituted/ re-constituted the following committees, during the year under review:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Environmental, Social and Governance Committee

The details with respect to the composition, numbers of meetings, attendance, powers, roles, terms of reference, etc. of the aforesaid committees are given in detail in the "Report on Corporate Governance" of the Company which forms part of this Report.

DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OF THE COMPANY OR A RELATIVE OF THE DIRECTOR

During the year under review, the Company has not received any amount from any Director or relative of the Director pursuant to Rule 2 (1)(c)(viiii) of the Companies (Acceptance of Deposits) Rules, 2014.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS BY THE COMPANY

During the year under review, the Company has complied with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India as approved by the Government of India under sub-section (10) of section 118 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3), the extract of the Annual Return is available on the website of the Company at https://sansera.in/annual-return.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed dividend that was required to be transferred to Investor Education and Protection Fund on expiry of 7 years from the date of transfer to Unpaid Dividend Account of during the year under review.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE ON MANAGING DIRECTOR AND KEY MANAGERIAL PERSONNELS RECEIVING REMUNERATION AND COMMISSION FROM HOLDING COMPANY OR SUBSIDIARY COMPANY:

The Managing Director and Key Managerial Personnels (KMPs) of the Company have not received remuneration and commission from any of its subsidiary companies.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During FY 2024-25, there were no Insolvency Proceedings initiated against the Company and hence there were no instances of one-time settlement with banks or financial institutions.

DETAILS OF PENALTIES/PUNISHMENT/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT

There were no penalties/punishment/commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation to all stakeholders, investors, customers, vendors, banks, Central and State Governments. The Companys valued investors and other business partners, for their assistance and continued co-operation during the year under review.

Your directors also place on record their deep sense of appreciation for the dedicated service of the employees of the Company.