To,
The Members,
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:
(' in mn)
| Particulars |
Standalone |
Consolidated |
|
H 2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
27,186.85 |
25,481.95 |
30,167.51 |
28,114.32 |
| Other income |
202.63 |
21.60 |
202.56 |
24.26 |
| Total Income |
27,389.48 |
25,503.55 |
30,370.07 |
28,138.58 |
| Total Expenses |
24,613.12 |
22,940.35 |
27,458.07 |
25,580.67 |
| Profit before tax |
2,776.36 |
2,563.20 |
2,912.00 |
2,557.91 |
| Tax expense |
716.75 |
663.60 |
751.13 |
687.48 |
| Share of profits of associate, net of tax |
- |
- |
7.94 |
5.06 |
| Profit after tax |
2,059.61 |
1,899.60 |
2,168.81 |
1,875.49 |
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:
| S. Nos. Particulars |
Amount (' In mn) |
| 1. Equity Share Capital as on March 31, 2024 |
107.23 |
| 2. Add: Allotment of Equity Shares on
Exercise of Stock Option under ESOP 2015 on June 22, 2024 |
0.55 |
| 3. Add: Allotment of Equity Shares on
Exercise of Stock Option under ESOP 2018 on June 27, 2024 |
0.22 |
| 4. Add: Allotment of Equity Shares under QIP
on October 15, 2024 |
15.44 |
| 5. Add: Allotment of Equity Shares on
Exercise of Stock Option under ESOP 2018 on November 15, 2024 |
0.40 |
| TOTAL: |
123.84 |
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:
| Number of complaints of sexual harassment
received in the year |
Number of complaints disposed off during the
year |
Number of cases pending for more than ninety
days |
| NIL |
NIL |
NIL |
OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFITS
ACT, 1961
The Company is in compliance with the applicable provisions of
Maternity Benefits Act, 1961.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY
Sansera continues its path to green manufacturing. Focus remains on
maximising use of green energy across our plants in India and Europe. In India we have
increased our contracted volume by +45%, from 100M units to 145M units per annum (In CO2
emission reduction terms it is a change from 80000 Tons / annum to c.116000 tons / annum).
The contracts (PPAs) consist of a mix of Solar and Wind power Group Captive and Solar roof
top establishments.
In our constant effort towards Energy Conservation, SANSERA continues
to implement multiple Projects, (overall
c.68 Projects) to improve Energy Efficiency and Carbon
footprint Reduction, through ISO 50001:2018 (EnMS) & ISO 14001:2015
(EMS) Certification across the manufacturing units in India.
We continue to work towards our target to save c. 5% of Power
Consumption / annum through production shops, namely, Machine Shop, Forge Shop, Heat
Treatment Shop & Utilities by implementing multiple EMAPs (energy management
programmes).
We are happy to share some of the projects implemented, division wise,
throughout the plants:
1. Machine Shop:
• Component Cleaning Machines Resistive Energy load deactivated by
using Oemeta - Cleaner 21 Solvent.
• Increasing Energy Efficient Hydraulic Power Packs utilisation as
horizontal deployments in CNC Machines wherever feasible.
• Energy saving evidenced through cycle time reduction as on-going
Continual Improvement Programme.
• Idle time Power off Logic enabled for Most of CNC Machines to
ensure Energy Savings.
• MSEC (Machine Shop Specific Energy
Consumption) Reduction year on year.
• MPEP (Machine Shop Plant Energy Performance) Improvement year on
year.
• Heat Pump & WHR (Waste Heat Recovery) Adoption wherever
feasible to eliminate Resistive Energy Load.
• Replacing Old inefficient Induction Motors with Energy Efficient
IE3 & IE4 Induction Motors.
• Constant effort to make SPMs, built in-house, more Energy
efficient by optimising and installing latest equipment for energy conservation &
enhanced Savings.
2. Forge Shop:
• Introduced Fiber optic Technology to minimise the Energy losses
in Induction Furnace.
• FSEC (Forge Shop Specific Energy Consumption) Reduction year on
year.
• FPEP (Forge Shop Plant Energy Performance) Improvement year on
year.
• Old Inefficient Induction Motors have been replaced with IE3
& IE4 Induction Motors.
• Energy savings evidenced in transfer feeder motor of Press by
providing idle time power off logic.
• Productivity and Yield improvement projects are carried out as
regular practice for all the forged components resulting in energy efficiency, besides RM
saving & improved die life (cost optimisation).
• Energy savings done through VFD in Reduce Roller Conveyors.
3. Heat Treatment Shop:
• CO2 Reduction is evidenced by optimum level usage of fuel and
air through Monitoring O2 / CO2/CO.
• Old Cooling towers have been replaced with Energy Efficient
Cooling towers (5HP to 1HP).
• Thyristors have been introduced in Preheating furnaces to ensure
Energy Saving.
• HSEC (HT Specific Energy Consumption) Reduction year on year.
• HPEP (HT Plant Energy Performance)
Improvement year on year.
• Underloading avoided in HT furnaces.
• Washing Machines have been automated from Manual to ensure
energy Savings.
• Increasing Yield per batch as part of continual improvement
through reducing fixture weight.
• Furnaces have been revamped periodically to ensure heat
dissipation is avoided and skin temperature reduced as a part of improving Furnace
efficiency in terms of SEC reduction.
• PNG Consumption reduced through Gas contactless process by
Greentech fuel saving device.
4. Utility:
• Periodically air leakage audits are done through ultrasonic
leakage detector and leakages have been drastically reduced, thereby Energy saving
evidenced.
• Reducing harmonics through Total harmonics audit.
• Energy saver - Airton interfaced with Air conditioners to
optimise temperature setting to ensure Energy saving.
• Optimise compressed air usage through pressure setting.
• Old inefficient fans have been replaced with Energy efficient
BLDC fans.
• Energy efficient auto drain valve used in Air screw compressors.
• IGBC norms followed to ensure Energy savings for new
establishments.
• Waste generated during construction has been recycled &
diverted from landfill.
• Rainwater runs off from site is captured, recharged &
reused.
• Energy Efficient compressor with VFD installed to ensure power
savings.
• Old inefficient Air screw compressors are replaced with Energy
Efficient Air Screw compressors - Higher FAD (Free air delivery) with optimised Power
Consumption.
5. Way Forward:
• Additional Green Power of 45.0 mn units will be added FY 2025-26
to ensure green energy share 64.61% for PAN-India & 95% for Karnataka Plants FY
2025-26
• Incorporation of RECD (Retrofit Emission control device) with
Diesel generators to meet CPCB norms.
6. New Technology Adoption:
The Company has made significant investments in technology upgradation
and innovation during FY 2024-25, reinforcing its commitment to technological excellence
and manufacturing capabilities:
Manufacturing Capabilities Enhancement:
• Successfully designed and manufactured Internal Grinding
Machines for captive use at our machine building division, capable of producing multiple
entry chamfers and radii with bore diameter range of 20-60mm and maximum spindle speed of
20,000 RPM
• Developed prototype manufacturing capabilities for complex and
precision-engineered Rotor
Shafts for electric vehicle (xEV) applications, meeting stringent
tolerance requirements for splines and critical journal diameters
Automation and Process Innovation:
• Established highly automated manufacturing lines for larger
connecting rods targeting nonautomotive and commercial vehicle segments in India, aligned
with our Sweden 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
| Description |
Amount in mn |
| Foreign Currency earned |
8,058.99 |
| Foreign Currency Utilised |
3,576.84 |
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 |
| Place: Bengaluru Date: August 1 1,2025 |
S. Sekhar Vasan Chairman & Managing
Director DIN:00361245 |
|