Your directors take immense pleasure in presenting the 42^nd Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended as at March 31,2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31,2024, is summarized below:

STANDALONE FINANCIAL RESULTS:

The standalone revenue from operations increased by 21% to Rs 25,481.95 mn for 2023-24 as compared to ' 20,991.69 mn in 2022-23. EBITDA for 2023-24 stood at ' 4,484.71 mn compared to ' 3,575.11 mn achieved in 2022-23 reflecting an increase of 25% from the previous year. The profit after tax stood at ' 1,899.60 mn for the 2023-24 as compared to ' 1,502.00 mn in 2022-23 reflecting an increase of 26% from the previous year.

CONSOLIDATED FINANCIAL RESULTS:

The Company’s consolidated revenue from operations recorded an increase of 20% to ' 28,114.32 mn for 2023-24 as compared to Rs 23,460.44 mn in 2022-23. Consolidated EBITDA (excluding share of profit of associate) for 202324 stood at ' 4,798.51 mn compared to Rs 3,847.53 mn achieved in 2022-23 reflecting an increase of 25% from the previous year. The consolidated profit after tax stood at ' 1,875.49 mn as compared to ' 1,483.42 mn 2022-23, an increase by 26% over previous year.

SALES HIGHLIGHTS

During 2023-24, product sales witnessed strong growth across the markets and segments. Geographically, domestic sales grew by 16% and export revenue by 34%. Growth in terms of the Served market applications:

Auto-ICE : 18%

ICE Agnostic xEV : 43%

Non-Auto : 25%

Within the Auto and Non-Auto sectors,

• 2W- 17% growth in revenue from Two-Wheeler segment aided by 24% growth in exports (scaling up of tech-agnostic products)

• PV- 26% growth in sales from Passenger Vehicle segment through demand recovery from existing customers in all markets and addition of new customers in domestic markets.

• Non-Auto- Growth in sales from non-automotive sectors was led by 67% growth in the Off-Road vehicles segment and 19% in the aerospace segment.

DIVIDEND

The Board recommended a dividend of ' 3.00 per equity share for 2023-24 (i.e. 150% of the face value). The dividend will be paid on or before 30 days from the date of declaration by the shareholders at the 42^nd AGM of the Company.

The Company has formulated a dividend distribution policy and the same is available on the website of the Company: https://sansera.in/wp-content/uploads/2023/05/3.-Dividend-Distribution-Policy.pdf

RESERVES AND SURPLUS

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for 2023-24 in the profit and loss account.

CHANGES TO EQUITY SHARE CAPITAL

The Equity Share Capital of the Company as at March 31, 2024 stood at ' 107.23 mn (previous year ' 105.86 mn) as per detail given below:

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis for 2023-24, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report as Annexure 1

CHANGE IN NATURE OF BUSINESS

During the period under review, there was no change in the nature of Company’s business.

DETAILS OF SUBSIDIARY COMPANIES

As at March 31,2024, the Company has 2 (two) directly held subsidiaries i.e., Fitwel Tools and Forgings Private Limited and Sansera Engineering Pvt. Ltd, Mauritius and 1 (one) step-down subsidiary i.e., Sansera Sweden AB. Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiaries is attached as Annexure 2. None of the subsidiaries are material as of March 31,2024.

During the year under review, MMRFIC Technology Private Limited has become the Associate of the Company. Apart from this, no Body Corporate has become or ceased to be Subsidiary, Joint venture or Associate Company of the Company.

STRATEGIC INVESTMENT IN MMRFIC

On March 29, 2023, the Company entered into a definitive agreement with MMRFIC Technology Private Limited for a strategic investment of ' 200 Mn in the form of CCPS (Compulsorily Convertible Preference Shares) and Equity Shares. MMRFIC is a Research, Design and Manufacturing entity, building sub-systems for next generation Radars by leveraging machine learning with artificial intelligence and, mm-Wave Sensors with hybrid beam forming capabilities.

During the year, the Company completed the transaction for strategic investment in the said Company on January 11, 2024.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 (2) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure 3.

BOARD MEETINGS

The Board of Directors duly met six times (6) during 202324. For more details, please refer to the section on Corporate Governance Report forming part of this Report. The intervening gap between any two meetings was within the period prescribed under the provisions of the Companies Act, 2013 and Listing Regulations.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration Number 008072S) was appointed as Statutory Auditors of the Company by the shareholders in the 38^th AGM held on December 24, 2020, for a period of 5 years, who will continue to act as Statutory Auditors of the Company till the conclusion of the 43^rd Annual General Meeting of the Company.

SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 and applicable provisions of the Companies Act, 2013, M/s. BMP & Co., LLP, a practicing Company Secretary firm was appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit for 2023-24. The Secretarial Audit Report with no qualification is attached as Annexure 4.

Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made:

a) By Statutory Auditors in their audit report: There were no qualifications, reservation or adverse comments by

the Statutory Auditors of the Company in their report submitted to the Company for 2023-24.

b) By Secretarial Auditors in their secretarial audit report: There were no qualifications or adverse comments issued by the Statutory Auditors of the Company in their report for 2023-24.

COST AUDIT

In terms of the provisions of Section 148 and applicable provisions of the Companies Act, 2013, ("Act") read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rao Murthy and Associates, Cost Accountants, Cost Auditors was appointed to conduct the audit of cost records of your company for FY 2024-25. As per the provisions of the Act, a resolution seeking members’ ratification for the remuneration payable to Cost Auditors is included in the Notice convening the 42^nd AGM.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal control systems are an essential mechanism designed to safeguard a company’s assets, ensure accuracy and reliability in financial reporting, and promote compliance with regulations and policies. These systems encompass a range of policies, procedures, and practices that help mitigate risks and enhance operational efficiency.

Key components of internal control systems include control environment, risk assessment, information and communication systems and monitoring as an ongoing process.

Adequacy of Internal Financial Controls

The adequacy of internal financial controls refers to the effectiveness of measures put in place to ensure the accuracy and reliability of financial reporting. This includes controls over financial transactions, recording, transparency and reporting processes.

Assessment of internal financial controls involves segregation of duties among different individuals, process of authorization and approval, documentation and record keeping, periodic review & reconciliation and utilizing internal audit functions to independently assess the effectiveness of internal controls and recommend for improvement.

M/s. Aneja Associates, Chartered Accountants, was appointed as the Internal Auditors of the Company during the period under consideration. During the year, the Company continued to implement their suggestions and recommendations to improve the internal control mechanism. Their scope of work broadly includes review

of processes for safeguarding the assets of the Company, review of operational efficiency, Internal Financial Control, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors’ findings are discussed with the process owners and suitable corrective actions were taken as per the directions of management on an ongoing basis to improve efficiency in operations. Further, on a quarterly basis, the reports issued by Internal Auditors are reviewed by the Audit Committee and suitable actions are taken by the Company.

EMPLOYEE STOCK OPTIONS PLANS (ESOP)

ESOP 2015

During the year under review, the eligible employees of the Company have exercised their vested and unexercised options under ESOP 2015 as per detail given below:

a) 3,97,122 equity shares of ' 2/- each on June 08, 2023.

b) 2,59,138 equity shares of ' 2/- each on December 13, 2023; and

c) 29,350 equity shares of ' 2/- each on March 28, 2024.

As on date of this report, the aforesaid equity shares allotted on exercise of stock options under ESOP 2015 are listed with both the stock exchanges i.e., BSE and NSE.

ESOP 2018

During the year under consideration, the Company has granted 45,000 stock options to few employees at the price of ' 934.70 per option under Employee Stock Options 2018 Plan. As of the date of this report, none of the employees have exercised the vested options under this Plan.

Applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB Regulations) with regard to the Employee Stock Option Scheme are available on the Company’s website at https://sansera.in/disclosure-under-sebi-sbebse-regulations.

The Company has received a certificate from M/s. BMP & Co. LLP Secretarial Auditors of the Company stating that the Sansera Engineering Limited Employee Stock Option Plan 2015 and Sansera Engineering Limited Employee Stock Option Plan 2018 has been implemented in accordance with the SEBI SBEB Regulations. The said certificate will be made available to the shareholders, if requested during the 42^nd AGM of the Company.

VIGIL MECHANISM/ WHISTLE-BLOWER

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies

(Meetings of Board and its Powers) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have approved the Policy on vigil mechanism/whistle blower, which provide a vigil mechanism for directors and employees to report genuine concerns. The said policy is available on the website of the Company at https://sansera.in/wp-content/ uploads/2024/01 /5.Sansera-Whistle-Blowing-Policy-signed-1.pdf. During the year under review, no complaints were received by the Company.

RISK MANAGEMENT POLICY

In compliance with the regulations set forth by the Securities and Exchange Board of India (SEBI) and other applicable laws, the Company has established a robust Risk Management Policy to identify, assess, mitigate, and monitor risks that may impact the achievement of the company’s objectives and stakeholders’ interests.

The key objectives of the Risk Management Policy are identification of risks, assessment and prioritization of risks, mitigation plan & strategy, monitoring and integration with the business processes.

The Board of Directors constituted a separate Committee

i.e., Risk Management Committee comprising majority of Independent Directors to oversee the implementation of the Risk Management Policy and regularly reviews the effectiveness of risk mitigation measures.

The Company is committed to maintaining a proactive approach to risk management, guided by the principles of transparency, accountability, and stakeholder value creation. The Risk Management Policy serves as a foundation for prudent decision-making and sustainable growth, enabling the company to navigate uncertainties and capitalize on opportunities in the dynamic business environment.

The management is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions plan on a continuing basis.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013.

There were no frauds reported by Auditors under Subsection (12) of Section 143 of the Companies Act, 2013 during the period under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No major material changes and commitments, affecting the financial position of the Company has occurred between the end of the financial year of the Company, to which the financial statements relate and date of this report except as disclosed in the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There was no material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future as at March 31, 2024. Details of litigation on various tax matters are disclosed under relevant notes to the financial statements.

The details of Directors and key managerial personnel who were appointed or resigned during the year.

DIRECTORS

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. B R Preetham was appointed by the shareholders at the 41^st AGM of the Company held on September 08,

2023 as Executive Director & Group CEO of the Company. Mr. Raunak Gupta ceased to be director of the Company w.e.f. September 08, 2023 due to completion of his term.

Mr. S Sekhar Vasan is liable to retire by rotation at the 42^nd AGM of the Company. Being eligible for re-appointment, his proposal will be placed before the shareholders at the 42^nd AGM.

Mr. F R Singhvi was re-appointed by the shareholders as Managing Director to be designated as Joint Managing Director of the Company by the shareholders on March 28,

2024 through Postal Ballot process for a period of 5 years effective from August 06, 2024.

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 42^nd 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 OF 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 holds the highest standards of integrity and are highly qualified, recognized 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. 20 and 23 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 Company website at https://sansera. in/wp-content/uploads/2023/07/14.-Policy-on-Related-Party-Transactions.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including arm’s 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.

During the year under review, the Company has not received any complaint of sexual harassment.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

CONSERVATION OF ENERGY

Sansera continues on its path to green manufacturing. Focus remains on maximizing use of Green energy across our plants in India and Europe. In India we have increased our contracted volume by 35%, from 73M units to 100M units per annum (In CO2 emission reduction terms it is a change from 58480 Tons / annum to c.80000 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 foot print 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 programs).

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

1. Machine Shop:

• Energy Efficient Power Packs utilization as horizontal deployments in VMC Machines wherever feasible.

• Energy saving evidenced through cycle time reduction in xEV component line - Tool Touch Probe Introduced

• Energy Performance improved by process and cycle time optimization in xEV product Lines for exports.

• Maximum Power reduction evidenced in Sansera make Deep hole drilling machines as Horizontal deployment - Low rated Higher efficiency pumps and Motors deployed.

• Heat Pump system adopted for Washing Machines wherever Waste Heat Recovery system (WHR) is not feasible, as a part of Energy performance improvement.

• Continuity in replacing Old and less energy efficient power packs and motors with Energy Efficient Power Pack & IE3/IE4 Motors as regular practice.

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

• On going activity of Optimizing cycle times established for most of the SEU (Significant Energy Usage) Machines / Operations as part of Energy Management System Journey and process re-engineering.

2. Forge Shop:

• Energy saving in transfer feeder motor and Main Motor by providing idle time power off logic in 2500T Press.

• Elimination of flash conveyor in 1600T press line.

• Energy saving in Pit Lighting by providing door interlock limit switch to power off the light when not in use.

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

3. Heat Treatment Shop:

• To avoid the under loading in HT, weighing system has been added to the Machine to help optimal loading and thereby improve energy efficiency

• Post washing Machine converted to Auto cycle control, from Manual, resulting in Energy savings.

• Yield improvement per batch improved through fixture modification / dead weight reduction thereby improving energy efficiency.

• Continual initiatives in live load optimization per batch, with fixture / layout redesigning in heat treatment equipment's has resulted in reduced SEC.

• 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.

4. Utility:

• Optimum air pressure setting done for Air screw compressors & Few Assembly area implemented Low Pressure line.

• Energy Efficiency ensured through better energy saving measures on lighting, HVAC & Fan Powers as a part of IGBC requirements.

• Energy saver ( Compressed Air Cut-off/on ) enabled thereby reduction in Energy Consumption.

• Adequate daylighting ensured as a part of IGBC requirements.

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

• Rain water runoff from site is captured, recharged & reused.

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

• Arresting leakages of Compressor Air pipe lines and improving equipment efficiency thru repairs / modifications / pipe line layouts / optimization in pressures / automated load management systems.

• Expanding horizontal deployment of auto-cutoff of compressed air during idle time of machine and gauges improving energy efficiency in Air Screw compressors.

5. Way Forward:

• Additional Green Power of 30.9 mn units will be added FY24-25 to ensure green energy share 57.48% for PAN-India & 76% for Karnataka Plants FY 24-25.

• Energy conservation thru providing active Harmonics filters. First pilot installation being done to verify the savings / viability and will be horizontally deployed on successful completion.

New Technology Adoption:

• Design and manufacturing of Internal Grinding Machine (for captive consumption) at Sansera m/c building division, which can produce multiple entry chamfers and radii. Bore dia range - 20 mm to 60 mm. Spindle speed 20K RPM Max.

• Proto development of very complicated and precise Rotor Shafts for xEV application with very close tolerances, having splines and critical journal diameters (both internal and external)

• Established manufacturing line with high degree of automation for producing larger connecting rods for non-automotive / commercial vehicle application, in India, in-line with our Sweden plant products.

• Designing and manufacturing of completely automated manufacturing cells at Sansera (India), with stringent CE certification requirements, for end application at our Sweden plant. Two such cells are already in usage at Sweden plant, and few more are under design and manufacturing, resulting in substantial advantages in cost, energy efficiency, lead time and footprint.

Aluminum forged parts continue to challenge our engineering capabilities with intricate shapes and surface finish requirements.

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/wp-content/ uploads/2023/05/2.-CSR-Policy.pdf

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 the Corporate Governance as stipulated in Listing Regulations is enclosed as Annexure 8 to this Report.

A certificate from BMP & Co. LLP Practicing Company Secretaries, 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 PROGRAM FOR BOARD MEMBERS

The familiarisation program aims at making the Independent Directors familiar with the businesses, operations and amendments in roles and responsibilities of directors through various structured familiarisation programs. The Company organizes such program for directors as and when required. The Company have plans for more effective programs 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 programs are available on the website of the Company https://sansera.in/wp-content/ uploads/2022/07/Familiarisation-Programme-1.pdf.

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 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 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/wp-content/uploads/2023/05/5.-NRC-Board-Diversity-Policy. pdf

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 report, 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 2023- 24, 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 Company’s 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.

On Behalf of Board of Directors

S. Sekhar Vasan

Chairman & Managing Director DIN:00361245

Place: Bengaluru Date: May 16, 2024