Directors Report of Sansera Engineering Ltd.

Mar 31, 2024

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:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	25,481.95	20,991.69	28,114.32	23,460.44
Other income	21.60	96.56	24.26	100.69
Total Income	25,503.55	21,088.25	28,138.58	23,561.13
Total Expenses	22,940.35	19,061.94	25,580.67	21,528.81
Profit before tax	2,563.20	2,026.31	2,557.91	2,032.32
Tax Expenses	663.60	524.31	687.48	548.90
Share of profits of associate, net of tax	-	-	5.06	-
Profit after tax	1,899.60	1,502.00	1,875.49	1,483.42

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 Companyâs 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,

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

â¢ 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.

â¢ 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:

S. Nos.	Particulars	Amount ('' In mn)
1.	Equity Share Capital as on March 31, 2023	105.86
2.	Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on June 08, 2023.	0.79
3.	Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on December 13, 2023.	0.52
4.	Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on March 28, 2024.	0.06
	TOTAL:	107.23

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Companyâs 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 Companyâs 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 companyâs 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 membersâ 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 companyâs 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 Auditorsâ 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 Companyâs 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 companyâs objectives and stakeholdersâ 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.

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 companyâs 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 armâs 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.

80.00% 70.00% 60.00% 50.00% 40.00% 30.00% 20.00% 10.00%	DISCOM VS GREEN ENERGY TREND FOR SANSERA PLA 70.94% ^^⁵⁸.⁴²% ⁵⁸.¹⁷% 54.50%				NTS TARGETTING FY 24-25 57.48%
				50.59%
				49.41%
	29.06%			49.41%	42.52% V J
0.00%	FY 19-20	FY 20-21	FY 21-22 FY 22-23	FY 23-24	FY 24-25
	â	DISCOM Energy in Kwh''s -		Green Energy in Kwh''s

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:

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

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

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

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

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

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

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

â¢ 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:

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

â¢ Elimination of flash conveyor in 1600T press line.

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

â¢ 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:

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

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

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

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

â¢ 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:

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

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

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

â¢ Adequate daylighting ensured as a part of IGBC requirements.

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

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

â¢ Energy Efficient compressor with VFD installed to ensure power savings.

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

â¢ 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:

â¢ 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.

â¢ 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:

â¢ 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.

â¢ 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)

â¢ 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.

â¢ 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

Description	Amount in Mn
Foreign Currency earned	7,541
Foreign Currency Utilised	3,729

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

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 Directorsâ 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:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ 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 Companyâs 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

Mar 31, 2023

The directors take immense pleasure in presenting the 41^st 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, 2023. 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 31,2023, is summarized below:

(Rs. in Mn)
Particulars	Standalone		Consolidated
FY 2022-23 ^\|FY 2021-22			FY 2022-23	FY 2021-22
Revenue from operations	20,900.95	17,450.04	23,383.03	19,890.32
Other income	187.3	170.87	178.1	154.93
Total Income	21,088.25	17,620.91	23,561.13	20,045.25
Total Expenses	19,061.94	15,905.82	21,528.81	18,261.57
Profit before tax	2,026.31	1,715.09	2,032.32	1,783.68
Tax expense	524.31	433.52	548.9	464.79
Profit after tax \|	1,502.00	1,281.57	1,483.42	1,318.89
Other comprehensive income/(loss) for the year, net of income tax	(18.12)	19.29	(19.61)	(14.59)
Minority interest	-	-	21.00	14.34
Total Comprehensive Income for the year	1,483.88	1,300.86	1,463.81	1,304.30

STANDALONE FINANCIAL RESULTS:

The standalone revenue from operations increased by 20% to '' 20,901 Mn for FY 2022-23 as compared to '' 17,450 Mn in FY 2021-22. The profit after tax stood at '' 1,502 Mn for FY 2022-23 as compared to '' 1,282 Mn in FY 2021-22 reflecting an increase of 17% from the previous year.

CONSOLIDATED FINANCIAL RESULTS:

The Company''s consolidated revenue from operations recorded an increase of 18% to '' 23,383 Mn for FY 202223 as compared to '' 19,890 Mn in FY 2021-22 primarily on account of:

â¢ Growth in 2W revenue from volume growth with newly added customers and addition of new products with existing customers in the domestic market.

â¢ Growth in passenger vehicle segment in domestic market through demand recovery from existing customers and addition of new customers.

â¢ Growth in non-automotive revenue from aerospace, off-road and agriculture sectors.

During the year under review, the consolidated profit after tax stood at '' 1,483 Mn as compared to '' 1,319 Mn in the previous year reflecting an increase of 12% year on year.

DIVIDEND

The Board recommended a dividend of '' 2.50 per equity share for FY 2022-23 (i.e., 125%).The dividend will be paid on or before September 20, 2023, if approved by the shareholders at the 41^st AGM of the Company. The Company has formulated a dividend distribution policy and the same is available on the website of the Company www.sansera.in

RESERVES AND SURPLUS

The Board did not propose to transfer any amount to special reserves of the Company during the year under review.

CHANGES TO EQUITY SHARE CAPITAL

The Equity Share Capital of the Company as at March 31, 2023 stood at '' 105.86 Mn (previous year '' 104.31 Mn) as per detail given below:

S. Nos.	Particulars	Amount ('' In Mn)
1	Equity Share Capital as on March 31, 2022	104.31
2.	Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on May 23, 2023.	0.94
3.	Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on September 28, 2022	0.55
4.	Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on February 28, 2023.	0.06
	TOTAL:	105.86

* Note: Post March 31, 2023, the Company has, on June 08, 2023 allotted 3,97,122 Equity Shares of '' 2.00 each on Exercise of Stock Option under ESOP 2015 plan.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Companyâs performance is discussed in the Management Discussion and Analysis for FY 2022-23, 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 Companyâs business.

DETAILS OF SUBSIDIARY COMPANIES

As at March 31,2023, 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 companyâs subsidiaries is attached as Annexure 2. None of the subsidiaries are material as at March 31,2023.

During the year under review, no Bodies Corporate have 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 '' 20.00 Cr. in the form of CCPS (Compulsorily Convertible Preference Shares). MMRFIC is a Research, Design and Manufacturing entity, building subsystems for next generation Radars by leveraging machine learning with artificial intelligence and, mm-Wave Sensors

with hybrid beam forming capabilities.

The objective of the Company behind this strategic investment is mainly to:

(i) enter into high technology space and have access to a strong R&D and engineering team which can address our priority market segments viz., Defence, Aerospace, Healthcare and Security. It also has the potential in the Telecom (5G) and the Automotive (autonomous driving - subsystems) technologies in future.

(ii) have access to world-class technologies; and

(iii) grow this Company to be a significant player in its sectors with additional investments if required. The equity percentage will be determined on conversion of CCPS based on actual financial performance of MMRFIC for FY 2023-24. The Company has a right to increase its stake up to 51% based on pre-agreed valuation principles.

PARTICULARS OF EMPLOYEES

Pursuant to the 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 the FY 2022-23. For more details, please refer to 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

SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 and other 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 FY 2022-23.

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 FY 2022-23.

b) By Secretarial Auditors in their secretarial audit report: There were no qualification or adverse comments issued by the Statutory Auditors of the Company in their report for FY 2022-23.

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 2023-24. 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 41^st AGM.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

M/s. Aneja Associates, Chartered Accountants were appointed as the Internal Auditors of the Company during the period under review. 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 report issued by Internal Auditors are reviewed by the Audit Committee and suitable actions are taken by the Company.

EMPLOYEE STOCK OPTIONS PLANS (ESOP)

During the year under review, the Company has not granted any fresh options under Employee Stock Options Plan.

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

a) 4,72,325 equity shares of '' 2/- each on May 23, 2022.

b) 2,73,275 equity shares of '' 2/- each on September 28, 2022; and

c) 28,125 equity shares of '' 2/- each on February 28, 2023.

As on date of this report, the aforesaid equity shares are listed with the stock exchanges i.e., BSE and NSE.

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 201 5 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 41^stAGM 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, 201 5, 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. During the year under review, no complaints was received by the Company.

RISK MANAGEMENT POLICY

The Company has adopted various measures concerning the development and implementation of a Risk Management Policy after identifying the elements of risks, which in the opinion of the Board/ or Risk Management Committee may

threaten, the very existence of the Company.

Your Company has entered into long-term contracts with the customers to mitigate enterprise risk, undertakes forward contracts and foreign currency borrowings to minimize the risk of currency fluctuation on net foreign currency exposure, has taken insurance coverage against key insurable risks and statutory compliance monitoring software tool for effectively monitoring the statutory compliances. Apart from this, the Audit Committee and Risk Management Committee review on a regular basis, the risks associated with the Company including action plans to mitigate risks.

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.

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 companyâs operations in future as at March 31,2023. Details of litigation on various tax matters are disclosed under notes to the financial statements.

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR.

Directors

Governance Report forming part of this Report.

Mr F R Singhvi is liable to retire by rotation in the 41^st AGM of the Company. Being eligible for re-appointment, his proposal will be placed before the shareholders at the 41^st AGM.

The appointment of Mr Samir Purushottam Inamdar (DIN 00481968) as Non-Executive Independent director for a period of 5 years w.e.f. May 23, 2022 was approved by the shareholders at the 40^th AGM of the Company.

Mr Sylvain Bilaine (DIN: 00128817) ceased to be a director of the Company w.e.f. July 28, 2022, due to completion of his second term of office as an Independent Director of the Company.

Key Managerial Personnels (KMPs)

There was no changes in the KMPs during the year under review.

Mr S Sekhar Vasan, Chairman & Managing Director, Mr F R Singhvi, Joint Managing Director, Mr B R Preetham, 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 SubSection 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 Board of Directors of the Company, Independent Directors of your Company holds 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 nos. 4 and 40 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. During the year under review, the Policy has been revised in line with an amendments in Listing Regulations. The said Policy is available on the website of the Company.

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

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:

a. Conservation of energy

Initiatives towards energy efficiency, renewable energy, clean technology and sustainability

Sansera is committed for the maximum utilization of Green Energy as part of clean development Mechanism, compacting / reducing Energy intensity, Carbon footprint reduction.

Sansera is utilizing 50 - 55% Green Energy Pan India basis and 80% utilization in Karnataka through various Green Energy contracts. Total contracted volume of 73.1 mn units / annum (58,480 Tons/Annum of Co2 emission) consists of Solar PPA, Group Captive Wind contract^S&JMrVsuG5EÂ§aE;NERG^STRlliNDf₍Ont?acS^EPA)weJ&- Solar Roof Top.

SANSERA has implemented many Energy Conservation Projects (53 Projects) as part of improving Energy Efficiency, Energy Performance and Carbon foot print Reduction, through ISO 50001:2018 (EnMS) & ISO 14001:2015 (EMS) Certification across the manufacturing units in India.

As a result, we have saved approximately 5% of Power

Consumption per annum through Machine Shop, Forge Shop, Heat Treatment Shop & Utilities by implementing multiple EMAPs (energy management programs)

Below are the few key projects implemented division wise throughout the plants

1. Machine Shop:

â¢ Optimized Power Consumption in Sansera Deep hole drilling Machines through reconfigured low rated efficient pumps.

â¢ Washing Machine pumps with low rated replaced high rated pumps managing the same output.

â¢ Optimum air pressure setting done for Air screw compressors.

â¢ Waste heat recovery (WHR) system adopted for Washing machines as horizontal deployment.

â¢ Old power packs and motors are being continuously replaced with Energy Efficient Power Pack & IE3/IE4 Motors as horizontal deployment.

â¢ SPMs built in-house with considering Energy conservation.

â¢ SPM - Single pass honing machine Spindle motors have been upgraded to produce more components at the time.

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

â¢ Optimized cycle time established for most of the critical operations to increase productivity thereby energy reduction.

2. Forge Shop:

â¢ Yield improvement projects have been carried out as regular practice.

â¢ Variable Speed drives used in Hammers and Presses for optimized Speed to ensure reduced power consumption.

â¢ Re-heating of billets have been avoided through auto Power regulation system.

â¢ Cavity die lubrication introduced as against Continuous die lubrication & Lubrication motor interlocked with stroke counter in place of Time-based control.

3. Heat Treatment Shop:

â¢ Introduced PNG for most of the plants thereby eliminated Endo gas generators & LPG.

â¢ Temperature optimization done in furnaces through thyristor controller to ensure optimized temperature Management.

â¢ WHR from air screw compressors have been efficiently utilized for Heat treatment washing machines by eliminating resistive Load thereby huge energy consumption reduction.

â¢ Frequently Skin temperature is monitored and controlled in SQF & Normalizing furnaces by revamping brick lining as and when required.

â¢ Optimized load ensured with heat treatment equipment''s to ensure reduced SEC.

4. Utility:

â¢ Time based auto on/off Lightings in Machine shops, Forge Shops & offices.

â¢ Louvers installed in Machine Shop to ensure day light illumination.

â¢ Lux level in the lighting system increased by decreasing the distance of lightings and working area.

â¢ Reduce Ambient air temperature through exhaust air duct in air compressor room to ensure improve efficiency of the air compressors.

â¢ Optimal compressed air flow evidenced through ring main system with transient air line.

â¢ 1.2 0.934 MW Solar Roof Top has been installed in our factory premises.

â¢ Air line re-configured to serve high pressure and low-pressure air requirements considering energy saving.

â¢ Compressor Air leakages have been identified through external audit and air leakages arrested to the maximum extent possible.

5. Way Forward:

â¢ Additional Green Power of 22.0 mn units will be added to ensure green energy share 58% for PAN-India & 80% for Karnataka Plants FY 2024-25.

â¢ Implementing more Solar roof top projects

across the plants, 0.934 Mw installation done at our new plant-9 premises also 1Mw project is under pipeline for Plant-11.

â¢ Horizontal deployment of re-configured low rated efficient pumps for SDD machines.

â¢ Horizontal deployment of waste heat recovery system & heat Pump for Washing Machines across the plants.

â¢ IE3/IE4 motors adoption across the plants.

â¢ Horizontal deployments of Energy Efficient Pumps for all hydraulic clampings.

â¢ Providing Centralized UPS to improve the power quality & Efficiency for all machine shops.

â¢ Implementation of Rainwater harvesting and borewell recharge system across the Plants.

â¢ LED lights/ VRF or 5-star rated air conditioners adoption across the Plants.

â¢ ETP/STP water utilizing for Gardening & for flushing.

â¢ Inhouse EDI based DM Plants to reduce wastewater generation.

b. New Technology Adoption:

â¢ SEC tracking Machine wise, Line Wise - Under Progress in Plant-2, later to implement across the plants as horizontal deployment.

â¢ Online monitoring of Energy consumption w.r.to various source are under functional for 9 Plants, later to implement for remaining plants.

â¢ Parameter optimization and interlock to ensure optimized energy consumption through SCADA system for Heat treatment furnaces.

â¢ IOT 4.0 implementation in all Shopfloor to monitor and optimize the machine performance considering Energy Efficient.

â¢ Robotic Technology adoption / automation to improve productivity and to improve OEE.

â¢ Adopting BMS to optimize Energy consumption.

c. Foreign exchange earnings and Outgo

During the year, the total foreign exchange outflow was

'' 3,140.37 Mn and the total foreign exchange inflow

was '' 5,699.86 Mn

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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 Nomination and Remuneration Committee(NRC) and the Board have carried out the annual performance evaluation of the Board as a whole, its committees and individual Director. The Independent Directors have carried out the annual performance evaluation of the Chairperson, NonIndependent Directors, and the Board as a whole. A structured questionnaire covering various aspects of the evaluation was finalized by the NRC in line with 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.

FAMILIARIZATION PROGRAM FOR BOARD MEMBERS

The familiarization program aims at making the Independent Directors familiar with the businesses, operations and amendments in roles and responsibilities of directors through various structured familiarization 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 familiarization programs are available on the website of the Company.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in 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 Directorsâ 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

COMMITTEES OF THE BOARD

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

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ Environmental, Social and Governance Committee

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

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 and 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.

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 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.

During the FY 2022-23, 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 DIRECTORSâ 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.

Mar 31, 2022

Your Directors have immense pleasure in presenting the 40th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended as at March 31,2022. 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 31,2022 is summarized below:

('' in mn)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	17,450.04	13,513.40	19,890.32	15,492.71
Other income	170.87	168.49	154.93	230.93
Total Revenue	17,620.91	13,681.89	20,045.25	15,723.64
Earnings Before Interest, Tax, Depreciation and amortization (EBITDA)	3,190.09	2,620.50	3,490.84	2,952.11
Finance charges	440.39	411.90	510.13	473.90
Depreciation and amortization	1,034.61	883.50	1,197.03	1,016.76
Profit before tax	1,715.09	1,325.10	1,783.68	1,461.45
Tax expenses	433.52	346.30	464.79	362.85
Profit after tax	1,281.57	978.80	1,318.89	1,098.60
Other comprehensive income/(expense) for the year, net of income tax	19.29	(17.60)	(14.59)	20.25
Minority interest			14.34	18.21
Total comprehensive income for the year, net of tax	1,300.86	961.22	1,304.30	1,118.85

Standalone Financial Results:

The standalone revenue from operations increased by 29% to '' 17,450.04 mn for FY 2021-22 as compared to ''13,513.40 mn in FY 2020-21. EBITDA for FY 2021-22 stood at '' 3,190.09 mn compared to '' 2,620.50 mn achieved in FY 2020-21 reflecting an increase of 22% from previous year. The profit after tax stood at ''1,281.57 mn for FY 2021-22 as compared to '' 978.80 mn in FY 2020-21 reflecting an increase of 31% from the previous year.

Consolidated Financial Results:

The Companyâs consolidated revenue from operations recorded an increase of 28% to '' 19,890.32 mn for FY 202122 as compared to '' 15,492.71 mn in FY 2020-21 primarily on account of:

â¢ growth in the PV segment across domestic and export markets;

â¢ growth in domestic 2W segment from newly added customers;

â¢ growth in business from the CV segment and

â¢ start of multiple tech agnostic / xEV businesses in the 2W segment domestically

Consolidated EBITDA for FY 2021 -22 stood at ''3,490.84 mn compared to '' 2,952.1 1 mn achieved in FY 2020-21 reflecting an increase of 18% from previous year. During the year under

review, the consolidated profit after tax stood at '' 1,318.89 mn as compared to '' 1,098.60 mn in the previous year.

Listing of Equity Shares

During the year under review, the Company has successfully completed the initial public offering of its equity shares ("IPO") through book building process, which includes an offer for sale of 17,244,328 equity shares of face value '' 2/- each for cash at a price of '' 744/- per equity share aggregating to '' 12,825.20 mn by the selling shareholders, comprising of 8,635,408 equity shares by Client Ebene Limited ("CEL"), 4,836,723 equity shares by CVCIGP II Employee Ebene Limited ("EEL") (collectively the "Investor selling shareholders"), 2,058,069 equity shares by Subramonia Sekhar Vasan; 571,376 equity shares by Unni Rajagopal Kothenath; 571,376 equity shares by Fatheraj Singhvi and 571,376 equity shares by Devappa Devaraj (collectively, the "Promoter selling shareholders"). This offer included a reservation of 127,118 equity shares, aggregating to ''90 mn (constituting 0.25% of the post-offer paid-up equity share capital) for purchase by eligible employees (the "employee reservation portion") at a discount of 4.84% (equivalent to ''36/- per equity share).

The Companyâs equity shares were listed on the recognized stock exchanges i.e., BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on September 24, 2021.

Dividend

The Board recommends a dividend of '' 2.00 per equity share (face value of '' 2.00 each) for the financial year 2021-22. The dividend will be paid on or before September 09, 2022, if approved by the shareholders at the 40th AGM of the Company. The Company has formulated a dividend distribution policy and the same is available on the website of the Company i.e., https://sansera.in/wp-content/ uploads/2021/11/Dividend-Distribution-Policy.pdf

Reserves and Surplus

The Board does not propose to transfer any amount to special reserves of the Company during the year under report.

Changes to Equity Share Capital

The Equity Share Capital of the Company as on March 31, 2022 stood at ''104.31 mn (previous year '' 93.87 mn) as per detail given below:

S. Nos	Particulars	Amount ('' in mn)
1	Equity Share Capital as on March 31,2021	93.87
2.	Add: Conversion of Compulsory Convertible Preference Shares on September 3, 2021	00 bo 00
3.	Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on November 17, 2021	1.35
4.	Add: Allotment of Equity Shares on Exercise of Stock Option 2015 on March 29, 2022.	0.21
	TOTAL:	104.31

Note: Post March 31, 2022, the Company on May 23, 2022 has further allotted 4,72,325 equity shares of '' 2/- each to employees on exercise of stock options under ESOP- 2015 plan.

Management Discussion and Analysis

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis report for the financial year 2021-22, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of this Annual Report as Annexure 1.

Change in nature of Business

During FY 2021-22, there was no change in nature of Company''s business.

Details of Subsidiary Companies

As at March 31,2022, the Company has 2 (two) directly held subsidiaries i.e., Fitwel Tools and Forgings Private Limited and Sansera Engineering Private Limited, 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 given as Annexure 2. None of the subsidiaries are material as on March 31,2022.

During the year under review, no Bodies Corporate have become or ceased to be Subsidiary, Joint venture or Associate Company of the Company.

Particulars of Employees

Board Meetings

The Board of Directors duly met nine times (9) during the year under review. For more details, please refer to section on Corporate Governance 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 including circulars/ notifications issued by the Ministry of Corporate Affairs and SEBI.

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 38th AGM held on December 24, 2020 for a period of 5 years, who will act as Statutory Auditors of the Company till the conclusion of the 43rd 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 by the Board of Directors to conduct the Secretarial Audit for the Financial Year 2021-22 and issue the Secretarial Audit Report.

The Secretarial Audit Report with no qualification, received from M/s. BMP & Co., LLP, a practicing Company Secretary firm is attached to this report as Annexure 4.

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

b) By Secretarial Auditors in their secretarial audit report:

There was no adverse comments issued by the Statutory Auditors of the Company in their report for the FY 2021-22.

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 by the Board to conduct the audit of cost records of your Company for the financial year 2022-23. As per the provisions of the Act, a resolution seeking membersâ ratification for the remuneration payable to Cost Auditors is included in the Notice convening the 40th AGM.

Internal Control Systems and Adequacy of Internal Financial Controls

M/s. Aneja Associates, Mumbai and M/s. Singhvi, Dev & Unni LLP, Chartered Accountants, Bangalore were appointed as the Internal Auditors of the Company during the period under review. 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.

Employee Stock Option Plans (ESOPs)

During the year under review, the Company has granted the following options:

i) 148,625 options at the rate of '' 135.20 per option to eligible employees under Employee Stock Option Plan 2015 (ESOP 2015) on April 01, 2021. These options were due for vesting after completion of one year from the date of grant i.e., April 1,2022.

ii) 8,08,327 stock options at the rate of ''744/- per option to eligible employees under Employee Stock Option Plan 2018 (ESOP 2018) prior to listing on September 22, 2021. These options will vest in 4 equal instalments in 4 years from the date of grant i.e., 25% each year.

The eligible employees of the Company have exercised part of their vested options under ESOP 2015 during the year under review as per detail given below:

a) 6,72,840 equity shares of ''2/- each on November 17, 2021.

b) 1,05,125 equity shares of '' 2/- each on March 29, 2022.

As on date of this report, the aforesaid equity shares are listed with BSE and NSE.

The Company has received a certificate from M/s. BMP & Co. LLP, Secretarial Auditors that the Sansera Engineering Limited Employee Stock Option Scheme 2015 and Sansera Engineering Limited Employee Stock Option Scheme 2018 has been implemented in accordance with the SEBI SBEB Regulations.

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 had 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 i.e., https://sansera.in/ wp-content/uploads/2021/09/Vigil-Mechanism-Whistle-Blower-Policy.pdf

During the year under review, the Company has not received any complaints under the said mechanism.

Risk management policy

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 on a continuing basis. The Company has adopted various measures concerning the development and implementation of a Risk Management Policy after identifying the elements of risks, which in the opinion of the Board may threaten, the very existence of the Company.

Your Company has entered into long term contracts with the customers to mitigate enterprise risk, undertakes forward contracts and foreign currency borrowings to minimize the risk of currency fluctuation on net foreign currency exposure, has taken insurance cover against key insurable risks and has further implemented statutory compliance monitoring tool "Ricago" for effective monitoring of statutory compliance. Apart from this, your Risk Management Committee reviews on a regular basis, the risks associated with the Company including action plan to mitigate the risks. Your Board has constituted Risk Management Committee at its first meeting held after listing and have approved the Risk Management policy as per SEBI Listing Regulations.

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 Sub-section (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.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs 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 on March 31,2022. Details of litigation on tax matters are disclosed in 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 relevant section of Corporate Governance forming part of this Report.

Mr F R Singhvi, (DIN: 00233146), Director, liable to retire by rotation at the 40th AGM of the Company and being eligible offers himself for re-appointment at the ensuing annual general meeting.

Mr Sylvain Bilaine, Non-Executive Independent Director of the Company is completing his second term as an Independent Director on July 27, 2022.

Mr Samir Purushottam Inamdar (DIN 00481968) was appointed as an Additional Director (Category: NonExecutive Independent) by the Board on recommendation of the Nomination & Remuneration Committee at its meeting held on May 23, 2022, subject to applicable provisions of the Companies Act, 2103 and Listing Regulations. The said

appointment will be placed for approval of the shareholders at the forthcoming AGM of the Company.

Key Managerial Personnel (KMP)

There was no change in the KMP during the year in comparison to last year''s report:

Mr S Sekhar Vasan, Chairman & Managing Director, Mr F R Singhvi, Joint Managing Director, Mr B R Preetham, Group CEO, Mr Vikas Goel, CFO and Mr Rajesh Kumar Modi, Company Secretary & Compliance Officer of the Company are 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

All independent directors of your Company have given declaration to your Company under Section 149 (7) of the Act that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). All independent directors of your Company have also given declarations to your Company under Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of management. The independent directors have affirmed compliance with the Code of Conduct. The Independent Directors also affirmed compliance under Sec 150 of the Companies Act, 2013 including any amendments/ notifications.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Composition of Independent Directors are 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 in the financial statements forming part of this Annual Report.

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 certain armâs 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

Your Board of Directors report that, during the year under report Anti Sexual Harassment Policy is in line with the requirement of Workplace (Prevention, Prohibition and Redressal) Act, 2013 and that the employees have been advised to address their grievances under this Act for redressal. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) 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:

a. Conservation of energy

Initiatives towards energy efficiency, renewable energy, clean technology and sustainability

Sansera is committed for the maximum utilization of Green Energy as part of clean development Mechanism, compacting / reducing Energy intensity and thereby Carbon footprint reduction.

1. Sansera is taregeting 55% Green Energy on pan India basis and 90% utilization in Karnataka plants through various Green Energy contracts in FY 2023. Total contracted volume is of 73.1 mn units / annum (equivalent to reduction of 58,480 Tons/ Annum of CO2 emission), which consists of a mix of Solar and Wind contracts and solar Roof top.

2. Sansera has implemented many Energy Conservation Projects (42 Projects) as part of improving Energy Efficiency, Energy Performance and Carbon foot print Reduction, through ISO 50001:2018 (EnMS) & ISO 14001:2015 ( EMS ) Certification across the manufacturing units in India. As a result, we have saved approximately 9% of Power Consumption per annum through Machine Shop, Forge Shop, Heat Treatment Shop & Utilities by implementing multiple EMAPs (energy management programs).

3. Some of the key initiatives include:

Machine Shop:

> All the CNC machines have been enabled with Power saving logic. (Around 1700 Machines)

> Waste heat recovery (WHR) system adopted for washing machines. (Installed in two compressors and utilized for four washing machines)

> Old power packs and motors are being continuously replaced with Energy Efficient Power Pack & IE3/IE4 Motors.

> Cycle time review and optimization as a continual process.

Forge Shop:

> Auto Power regulation system implemented for Induction billet heaters to avoid reheating of the billets.

> Cavity die lubrication introduced as against Continuous die lubrication & Lubrication motor interlocked with stroke counter in place of Time-based control.

> Constant upgradation of the hammers/presses by equipping them with IE3/IE4 Motors with VFD (Variable frequency drives) control etc.

> Yield improvement and optimization by using updated simulation softwares, as a continual process.

Heat Treatment Shop:

> Elimination of Endo gas generator in Heat Treatment process by introducing PNG.

> Conversion of Electric heating to PNG in continuous type heat treatment furnaces

> Preheating and Tempering Furnaces upgraded with Thyristor based controllers for improved energy efficiency.

Utility:

> MS air pipelines replaced by Aluminum extruded air pipelines for optimal air flow and improvement in energy efficiency in pneumatic circuits.

> ECBC standard EFF-Level3/4 grade Transformers have been installed to reduce no-load & load losses.

> Centralized Sigma air Manager adopted for all Air Screw compressors.

> Usage of LED lights/ VRF and 5-star rated air conditioners adoption across the Plants.

New Technology Adoption:

> Online monitoring of Energy consumption and OEE to optimize the resource utilization.

> Further deployment of online monitoring and controlling of special processes through SCADA.

> IOT 4.0 implementation in Shopfloors to monitor and optimize the machine performance.

> Robotic Technology adoption / automation to improve the productivity and to improve OEE.

> Adopting BMS to optimize Energy consumption.

b. Technology absorption

Sansera has been constantly striving to absorb & upgrade with the emerging technologies related to product development, designing and manufacturing.

The Company constantly strives for maintenance

and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

The following are few highlights of FY22:

â¢ Sansera has successfully developed technology

for manufacturing High Precision Aluminium components used in various sectors including Auto & Non-Auto sectors. The process developed includes Aluminium Forging, Critical Heat treatment, precision machining and high technology Surface treatment, all of which have been created in our State-of-the-Art plant at Bidadi.

â¢ We have Further expanded the use of non-contact type (laser beam technology) inspection of critical parameters, helping reduce human intervention and automation of the process.

â¢ We have introduced continuous polishing through abrasive stones (in place of belt polishing) for improvement and sustenance of surface finish quality in critical parts.

â¢ We have established the usage of vision systems with AI for identifying the size & spacing of voids (on fractured surfaces in conrods) beyond the specified limits. The systems learn different position, shape & size of the voids & continuously updates its library.

â¢ Developing and introduction a new concept of burr removal machine (Sansera CNC SPM) from conrods, through vibratory mechanism

â¢ Developing and introduction of internal grinding Sansera CNC SPM for critical operations, in-line with our efforts to manufacture critical machines (in-house) to get benefits of lower capex, shorter lead-times, energy efficiency and fungibility.

â¢ Continuous upgrade / update of design and simulation software for product & processes and Advanced engineering applications.

c. Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was

'' 2,505.95 mn and the total foreign exchange earned

was '' 4,846.19 mn.

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 terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework 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 Board of Directors of the Company amended the CSR Policy of the Company pursuant to amendments in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Section 135 of the Companies Act, 2013. The CSR Policy of the Company is available on the website of the Company at https://sansera.in/wp-content/ uploads/2022/03/CSR-Policy.pdf.

Business Responsibility Report (BRR)

A detailed BRR in terms of the provisions of Regulation 34 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 and form part to this Report.

A certificate from BMP & Co., LLP Practicing Company Secretaries, confirmed that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations and the same is attached along with the report on Corporate Governance.

Annual Performance Evaluation

The Board and NRC has approved the policy for evaluating the performance of Board, its committees, individual Director, and Chairman in compliances with the provision 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 Nomination and Remuneration Committee and the Board have carried out the annual performance evaluation of the Board as a whole, its committees and individual Director. The Independent Directors have carried out the annual performance evaluation of the Chairperson, Non-Independent Directors and the Board as a whole. A structured questionnaire covering various aspects of the evaluation was finalised by the NRC in line with guidance note issued by the Companies Act, 2013 and Listing Regulations. The feedback and results of the questionnaire were collated, and consolidated report was shared with the Board for improvements of its effectiveness. The Board expressed its satisfaction with the evaluation process.

Familiarisation Programme for Board Members

The familiarisation programme aims at making the Independent Directors of the Company familiar with the business and operations of the Company through various structured familiarisation programmes. The Company had organised such program for directors during the year under review and have plan for more such programs as and when required to update the Board on their roles and responsibilities as per requirements of Listing Regulations. The said familiarisation programmes are placed on the website of the Company i.e., 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 attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Directors'' Responsibility Statement

The Directorsâ 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; and

e. 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 Personnel (KMP) and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report. As and when 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. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

Committees of the Board

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

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management 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 details 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 report, the Company has not received 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 of Applicable Secretarial Standards by the Company

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 i.e., https://sansera.in/wp-content/uploads/2021/09/Annual-Return-MGT-7-FY-2020-21.pdf

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.

Deposits

During the year under review, your 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 Personnel receiving remuneration and commission from holding company or subsidiary company.

The Managing Director and Key Managerial Personnel (KMPs) of the Company are not in receipt of 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.

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 Directors'' 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 all other business partners, for their assistance and continued co-operation during the year under review.

The Board also wishes to place on record its appreciation to the Book Running Lead Managers (BRLM''s), Legal Counsels, Securities Exchange Board of India (SEBI), Registrar of Companies (ROC), National Stock Exchange of India Limited (NSE), BSE Limited, Registrar and Transfer Agent (RTA), auditors and all intermediaries for their co-operation and immense support extended to the Company in its entire process of the Initial Public Offer (IPO).

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

Sd/-

S. SekharVasan

Chairman & Managing Director DIN:00361245

Place: Bengaluru Date: May 23, 2022

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