Your directors take immense pleasure in presenting the 43rd Annual Report on the business and operations of the Company
along with the audited financial statements for the financial year ended as of March 31, 2025. 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 31,2025, is summarised below:

STANDALONE FINANCIAL RESULTS:

The standalone revenue from operations increased by
7% to ' 27,186.85 mn for FY 2024-25 as compared to
' 25,481.95 mn in FY 2023-24. EBITDA for FY 2024-25 stood
at ' 4,709.08 mn compared to ' 4,484.71 mn achieved in
FY 2023-24 reflecting an increase of 5% from the previous
year. The profit after tax stood at ' 2,059.61 mn for the
FY 2024-25 as compared to ' 1,899.60 mn in FY 2023-24
reflecting an increase of 8% from the previous year.

CONSOLIDATED FINANCIAL RESULTS:

The Company’s consolidated revenue from operations
recorded an increase of 7% to ' 30,167.51 mn for
FY 2024-25 as compared to ' 28,114.32 mn in FY 2023-24.
Consolidated EBITDA for FY 2024-25 stood at ' 5,147.56
mn compared to ' 4,798.51 mn achieved in FY 2023-24
reflecting an increase of 7% from the previous year. The
consolidated profit after tax stood at ' 2,168.81 mn as
compared to ' 1,875.49 mn FY 2023-24, an increase by 16%
over previous year.

SALES HIGHLIGHTS

During FY 2024-25, product sales registered a growth of 7%
with mixed trends across various markets and segments.
The growth trend from FY 2023-24 continued to slow
through the first half of FY 2024-25 registering and year on

year growth of 12% and flattened during the second half to
2.6% (year on year). Geographically, domestic sales grew by
6.6% and international revenue grew by 8%. Growth in terms
of the served market applications stood as follows:

Auto-ICE : 4%

ICE Agnostic xEV : 29%

Non-Auto : 1%

Within the Auto & Non-Auto sectors:

• Two Wheelers: 13% growth in the sales driven by
demand volume in ICE category (12%) and scaling up
in tech-agnostic and x-EV products (22%).

• Passenger Vehicles: De-growth of 8% due to demand
slowdown in both domestic and export markets
despite a growth of 14% in the Tech-Agnostic and xEV
products.

• Commercial Vehicles: 25% growth driven by scaling of
international sales by 33% and domestic sales by 10%
against previous year.

• Non-Automotive: 1% sales growth against previous
year with a 13% growth in ADS (Aerospace, Defence
and Semi-conductor) and 5% growth in sales for
Agricultural applications which was impacted by
demand contraction in Off-road segment (-16%).

DIVIDEND

The Board recommended a dividend of '3.25 per equity
share for FY 2024-25 (i.e. 162.50% of the face value). The
dividend will be paid on or before 30 days from the date
of declaration by the shareholders at the 43rd 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/investor-policies.

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 of FY 2024-25 in the profit
and loss account.

CHANGES TO EQUITY SHARE CAPITAL

The Equity Share Capital of the Company as at March 31,
2025 stood at '123.84 mn (previous year ' 107.23 mn) as
per detail given below:

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Company’s performance is
discussed in the Management Discussion and Analysis for
FY 2024-25, pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report as Annexure 1.

CHANGE IN NATURE OF BUSINESS

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

DETAILS OF SUBSIDIARY COMPANIES AND ASSOCIATE
COMPANY

As at March 31,2025, the Company has 2 (two) directly held
subsidiaries i.e., Fitwel Tools and Forgings Private Limited
and Sansera Engineering Pvt. Ltd, Mauritius and 1 (one)
step-down subsidiary i.e., Sansera Sweden AB. Pursuant
to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company’s subsidiaries is attached as Annexure 2. None of
the subsidiaries are material as of March 31,2025.

MMRFIC Technology Private Limited is an Associate
Company of the Company. Apart from this, no Body
Corporate has become or ceased to be Subsidiary, Joint
venture or Associate Company of the Company during the
financial year 2024-25.

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 ' 200.00 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.

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

During the year under review, the Board on August 20,
2024, approved an additional investment of ' 200.00 mn in
MMRFIC Technology Private Limited ("MMRFIC") in one or
more tranches by way of subscription to CCPS.

Further, on November 05, 2024, upon conversion of CCPS
into equity shares of MMRFIC, the Company received
2,37,513 equity shares of ' 1/- each, representing a 21.89%
holding in MMRFIC (excluding CCPS which are due for
conversion into equity shares).

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.

Number of Employees as on March 31,2025:

Female: 569
Male: 9,750
Transgender: Nil

BOARD MEETINGS

The Board of Directors duly met eight times (8) during
2024-25. 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.

The detailed information regarding the Board meetings and
Committee meetings attended by the Directors during the
year is provided in the Corporate Governance Report, which
forms part of this Report.

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants,
(Firm Registration Number 008072S) were 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 continue to act as Statutory Auditors of
the Company till the conclusion of the 43rd Annual General
Meeting of the Company.

The re-appointment of M/s. Deloitte Haskins & Sells,
Chartered Accountants (Firm Registration Number
008072S), is proposed for approval by the shareholders of
the Company for a second term of five years, starting from
the conclusion of the 43rd Annual General Meeting and
continuing until the conclusion of the 48th Annual General
Meeting, to be held in FY 2029-30.

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 Secretaries firm were appointed
as Secretarial Auditors of the Company to conduct the
Secretarial Audit for FY 2024-25. The Secretarial Audit
Report with no qualification is attached as Annexure 4.

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
appointment of M/s. BMP & Co. LLP is proposed for
approval by the shareholders of the Company for a term
of five years, commencing from the conclusion of the 43rd
Annual General Meeting and continuing until the conclusion
of the 48th Annual General Meeting of the Company, to be
held in FY 2029-30.

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, reservations or adverse comments

by the Statutory Auditors of the Company in their
report submitted to the Company for FY 2024-25.

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 FY 2024-25.

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
were appointed to conduct the audit of cost records of
your company for FY 2025-26. 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 43rd AGM. Further, such cost
accounts and records are made and maintained by the
Company for the year under review.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF
INTERNAL FINANCIAL CONTROLS

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

Key components of internal control systems include
controlling the 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 authorisation and approval, documentation and record
keeping, periodic review & reconciliation and utilising internal
audit functions to independently assess the effectiveness
of internal controls and recommend for improvement.

M/s. Aneja Associates, Chartered Accountants, were
appointed as the Internal Auditors of the Company
during the period under consideration. During the year,
the Company continued to implement their suggestions

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

EMPLOYEE STOCK OPTIONS PLANS (ESOP)

ESOP 2015

On June 22, 2024, the eligible employees of the Company
have exercised their vested and unexercised options under
ESOP 2015 and accordingly 273,375 equity shares of ' 2/-
each were allotted under this plan. With this allotment, all
the options under ESOP 2015 were exercised.

ESOP 2018

During the year under review, the eligible employees of the
Company have exercised their vested and unexercised
options under ESOP 2018 as per detail given below and
accordingly equity shares were allotted:

a) 1,09,799 equity shares of ' 2/- each on June 27, 2024;
and

b) 2,01,500 equity shares of ' 2/- each on November 15,
2024.

As on the date of this report, the equity shares allotted on
exercise of stock options under ESOP 2015 and ESOP 2018
are listed with both the stock exchanges i.e., BSE and NSE.

Options Granted under ESOP 2018 Plan

During the year under review, the Company has granted the
following stock options to few eligible employees under the
said Plan:

1. 10,000 stock options were granted at a price of
' 1,026.30 per option on May 16, 2024.

2. 42,500 stock options were granted at a price of
' 1,380.05 per option on November 15, 2024.

3. 35,000 stock options were granted at a price of
' 1,144.25 per option on February 24, 2025.

Applicable disclosures as stipulated under the Securities
and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014 (SEBI SBEB Regulations) with
regard to the Employee Stock Option Scheme are available
on the Company’s website at https://sansera.in/esop.

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 (Share Based Employee Benefits And Sweat
Equity), Regulations. The said certificates will be made
available to the shareholders, if requested during the 43rd
AGM of the Company.

RAISING FUNDS THROUGH QIP

The Company has raised '12,000.00 mn funds through QIP
by issuing 77,22,007 equity shares of ' 2.00 each fully paid
up at '1,554.00 per share (including securities premium
of '1,552.00 per share) to qualified institutional buyers
pursuant to a Qualified Institutional Placement (QIP), dated
October 15, 2024, as per the provisions of section 42 of
Companies Act, 2013 read with rule 14 of the Companies
(Prospectus and Allotment of Securities) Rules 2014, and
Chapter VIII of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations,
2009, which have been listed in the Stock Exchanges on 16
October, 2024 i.e., BSE and NSE.

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/investor-
policies. During the year under review, no complaints were
received by the Company.

RISK MANAGEMENT POLICY

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

The key objectives of the Risk Management Policy are
identification of risks, assessment and prioritisation 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 capitalise on
opportunities in the dynamic business environment.

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

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

There was no fraud reported by Auditors under Sub-section
(12) of Section 143 of the Companies Act, 2013 during the
period under review.

However, one instance of fund misappropriation involving
ex-employees and few parties was informed by the
Management of Sansera Engineering Limited on May
06, 2025, to Statutory Auditors. The Board immediately
took serious steps to identify the reasons and people
involved in this matter and appointed Grant Thronton as
an investigating agency to investigate this matter with due
diligence and professional expertise. The Outcome of the
investigation report was shared with the Auditors on May
26, 2025 and thereafter timely reporting was made in Form
ADT-4 to the Central Government by the Statutory Auditors.
The Company has filed an FIR with Hebbagodi Police
Station, Bengaluru and subsequently, the accused was
caught by the police and were able to trace approx. ' 79.00
Lacs out of total amount of ' 1.20 Cr involved in this case.
The Company has further filed a case before the Hon’ble
Anekal Court and the process of recovery of amount from
the accused is under progress as on date of this report.

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 have occurred between
the end of the financial year of the Company, to which the
financial statements relate and date of this report except as
disclosed in the report.

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

There was no material order passed by the regulators or
courts or tribunals impacting the going concern status
and company’s operations in future as at March 31, 2025.
Details of litigation on various tax matters are disclosed
under relevant notes to the financial statements.

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

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

KEY MANAGERIAL PERSONNELS (KMPS)

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

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

RELATED PARTY TRANSACTIONS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

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

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

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

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

OBLIGATION OF COMPANY UNDER THE MATERNITY
BENEFITS ACT, 1961

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

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

CONSERVATION OF ENERGY

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

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

c.68 Projects) to improve Energy Efficiency and Carbon

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

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

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

1. Machine Shop:

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

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

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

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

• MSEC (Machine Shop Specific Energy

Consumption) Reduction year on year.

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

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

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

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

2. Forge Shop:

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

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

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

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

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

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

• Energy savings done through VFD in Reduce
Roller Conveyors.

3. Heat Treatment Shop:

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

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

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

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

• HPEP (HT Plant Energy Performance)

Improvement year on year.

• Underloading avoided in HT furnaces.

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

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

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

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

4. Utility:

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

• Reducing harmonics through Total harmonics
audit.

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

• Optimise compressed air usage through pressure
setting.

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

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

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

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

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

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

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

5. Way Forward:

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

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

6. New Technology Adoption:

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

Manufacturing Capabilities Enhancement:

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

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

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

Automation and Process Innovation:

• Established highly automated manufacturing
lines for larger connecting rods targeting non¬
automotive and commercial vehicle segments in
India, aligned with our Sweden facility's product
specifications

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

Advanced Materials Processing:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

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

CORPORATE GOVERNANCE

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

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

ANNUAL PERFORMANCE EVALUATION

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

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

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

HUMAN RESOURCES

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

NOMINATION AND REMUNERATION POLICY OF THE
COMPANY

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

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

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Environmental, Social and Governance Committee

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

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

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

COMPLIANCE WITH APPLICABLE SECRETARIAL
STANDARDS BY THE COMPANY

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

EXTRACT OF ANNUAL RETURN

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

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

DEPOSITS

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

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

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

INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

SETTLEMENTS WITH BANKS OR FINANCIAL
INSTITUTIONS:

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

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

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

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

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

ACKNOWLEDGEMENTS

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

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

On Behalf of Board of Directors

S. Sekhar Vasan

Chairman & Managing Director
DIN:00361245

Place: Bengaluru
Date: August 1 1,2025