Endurance Technologies Ltd

Dear Shareholders,

Your Directors present herewith the Twenty Fifth Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31^st March, 2024.

SUMMARISED STATEMENT OF PROFIT AND LOSS:

* This includes purchases of stock-in trade (traded goods) and changes in inventories of finished goods, stock-in trade and work-in-progress.

DIVIDEND:

The Board of Directors, at its meeting held on 16^th May, 2024, has recommended dividend of H 8.50 per equity share of H 10 each (@ 85 %) (previous year H 7 per equity share), for the financial year 2023-24, for consideration of the Members at the ensuing Twenty Fifth Annual General Meeting ("AGM").

The dividend, if approved by the Members, will result in an outgo of H 1,195.63 million.

The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

Dividend Distribution Policy

This policy has been framed and adopted in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The policy, inter alia, lays down various parameters relating to declaration / recommendation of dividend. There has been no change to the policy during the financial year 2023-24.

The policy is placed on the Company's website https://www. endurancegroup.com/wp-content/uploads/2022/11/Dividend-Distribution-Policy.pdf .

Transfer to reserves

The Company has not transferred any amount of profits to reserves.

INDUSTRY OVERVIEW AND COMPANY'S PERFORMANCE:

The Indian automobile industry witnessed a modest growth during the financial year 2023-24, driven by robust demand across segments, particularly in the two-wheeler and three-wheeler sectors. The industry recorded a 9.2% growth in the financial year 2023-24, with two-wheeler sales of 21.43 million units, as compared to 19.51 million units in the previous financial year. Passenger vehicle sales grew 8.9% with 4.9 million units sold in the financial year 2023-24 as compared to 4.5 million units in the financial year 2022-23. Three-wheeler sales registered a 16.1% growth with 0.99 million units sold in the financial year 2023-24 as compared to 0.85 million units sold in the previous financial year. The European automotive market also showed signs of recovery, with a 10.3% increase in sales in the European Union during the financial year 2023-24. However, the industry continued to grapple with challenges such as semiconductor chip shortages and soaring metal costs.

Against this backdrop, the Company delivered a strong performance, driven by its agility, innovation and customer-centric approach. During the year under review, the Company posted a total income of H 79,204.71 million on a standalone basis as against H 67,957.07 million in the previous financial year. The total income on a consolidated basis was H 103,264.86 million compared to H 88,494.73 million in the previous financial year. The Company's total income on standalone and consolidated basis grew by 16.6% and 16.7%, respectively. In the financial year 2023-24, 77% of the Company's consolidated total income, including other income came from Indian operations and the balance 23% came from the overseas operations.

The Company's focus on operational excellence, cost optimisation and product-mix improvement contributed to its profitability. The Company's profit after tax grew by 43.7% in the financial year 2023-24 at H 5,877.93 million as against H 4,089.17 million in the previous financial year, on standalone basis; while consolidated profit after tax grew by 41.9% at H 6,804.88 million as against H 4,795.75 million in the previous financial year.

The acquisition of a controlling stake in Maxwell Energy Systems Private Limited, a leading provider of Battery Management Systems for EVs, further strengthened the Company's position in the advanced electronics space. The Company's commitment to innovation and technology upgradation enabled it to secure new business wins worth H 11,980 million from OEMs (excluding orders from its major OEM customer) in India. In Europe, the Company won orders worth € 30.8 million.

Looking ahead, the Company remains committed to its strategic priorities, including increasing its four-wheeler and aftermarket business share, expanding its presence in the premium bike segment and capitalising on the growing EV opportunity. The Company's robust innovation capabilities, healthy product mix, technology edge and cost control measures position it well to outperform the industry and deliver sustainable growth.

Commencement of new business line

In early February 2024, the Company commenced commercial production of printed circuit boards with embedded electronics for Battery Management System ("BMS") and other applications, which will initially cater to the Company's Indian subsidiary Maxwell Energy Systems Private Limited. The Company has set up Surface Mounted Technology line for BMS at one of its existing manufacturing facilities in Waluj, Chh. Sambhajinagar, with a capital outlay of H 275 million. The aim is to create cost optimisation and benefit from backward integration by insourcing electronics manufacturing service for BMS and initially cater to its subsidiary Maxwell Energy Systems Private Limited.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Listing Regulations and Section 129 of the Companies Act, 2013 ("Act") read with the rules made thereunder, consolidated financial statements of the Company for the financial year 2023-24 have been prepared in compliance with applicable accounting standards. The audited financial statements of the Company and its subsidiaries (including step-down subsidiaries) have been approved by the board of directors of respective entities.

During the year under review, the Board of Directors reviewed the affairs of the subsidiary companies in accordance with Section 129(3) of the Act. Consolidated financial statements together with the statutory auditor's report thereon form part of this Annual Report.

SUBSIDIARIES:

The Company has eleven operating subsidiaries as on 31^st March, 2024 and as on the date of this Report, as tabulated below. Details of the subsidiary companies and their performance are detailed in the Management Discussion and Analysis Report, forming part of this Annual Report.

There has been no material change in the nature of business of the subsidiaries.

Further, as on 31^st March, 2024 and as on the date of this report, the Company has one associate company, TP Green Nature Limited ("TP Green"), in which the Company holds 6,584,488 equity shares of H 10 each being 26% of its paid-up equity share capital. TP Green is an ‘associate company' of the Company, in terms of Section 2(6) of the Act. However, the Company does not exercise any ‘significant influence' in the management of its business affairs nor has any rights / obligations, except as its shareholder. Therefore, financial statements of TP Green are not required to be considered for consolidation in terms of Section 129 of the Act.

TP Green is a special purpose vehicle incorporated by TATA Power Renewable Energy Limited and is engaged in the business of solar power generation with a capacity of 12.5 MW. This investment enables the Company to qualify itself as a captive consumer as per the captive mechanism rules under the Electricity Act for procuring solar energy from TP Green for its certain manufacturing plants located in Chakan and Waluj, Maharashtra.

During the year under review the Company has acquired additional 5% stake in Maxwell Energy Systems Private Limited ("Maxwell"), through secondary purchase, for an aggregate value of H 69.43 million for 6,850 equity shares of face value Re. 1 each. With this additional 5% stake in Maxwell, the shareholding of the Company stands at 56%, comprising 76,723 equity shares of face value of Re.1. Maxwell is in the business of advanced embedded electronics, particularly in BMS for automobiles (including EVs), energy storage systems and battery packs.

In terms of Section 129(3) of the Act, a statement in Form AOC-1, containing salient features of the financial statements of the Company's subsidiaries, forms part of the Annual Report. A copy of the audited financial statements of each of the subsidiary companies and English translation thereof will be available for inspection by any shareholder of the Company at its registered office during business hours. These financial statements are also placed on the Company's website at https://www.endurancegroup.com/investor-relation/annual-reports-of-subsidiaries/.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on 31^st March, 2024, was H 1,406,628,480. During the year under review, there has been no change in authorised, issued, subscribed and paid up share capital, including any reclassification or sub-division thereto. The Company has not issued shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor has issued any convertible securities.

Changes in Directorate and Key Managerial Personnel

There has been no change in the Board of Directors and Key Managerial Personnel during the year under review and till the date of this report.

The term of appointment of Mr. Satrajit Ray as a Whole Time Director and Group Chief Financial Officer and Mr. Ramesh Gehaney as a Whole Time Director and Chief Operating Officer is up to 5^th June, 2024. Mr. Ray will continue his directorship as Non-executive Director post his tenure as a Whole-time Director and Group Chief Financial Officer.

The Board, at its meeting dated 8^th November, 2023, has appointed Mr. R. S. Raja Gopal Sastry as Group Chief Financial Officer - Designate ("CFO - Designate") to succeed Mr. Satrajit Ray as a Group Chief Financial Officer and Key Managerial Personnel, effective from 6^th June, 2024.

Further, the Board, at its meeting dated 6^th February, 2024, has appointed Mr. Rajendra Abhange as Chief Operating Officer - Designate ("COO - Designate") to succeed Mr. Ramesh Gehaney as a Chief Operating Officer, effective from 6^th June, 2024. Mr. Rajendra Abhange has been appointed as an additional director designated as Director and Chief Operating Officer in executive capacity by the Board in its meeting dated 16^th May, 2024, for a term of five years effective from 6^th June, 2024.

a. Key qualifications:

Bachelor of Mechanical Engineering (B.E.) from the Government College of Engineering, Chh. Sambhajinagar (erstwhile Aurangabad).

Fellow of the Institution of Engineers (F.I.E.)

Alumni of the Oxford Strategic Leadership Program (OSLP) for strategic leadership.

b. Broad experience:

Mr. Abhange has an experience of over 38 years with large corporates from automotive field and has been working in leadership roles as top management executive. He started his career with Robert Bosch India in 1984. He was associated with Gabriel India Limited as a Senior Director and Chief Technology Officer till 2021. He was last associated with Auto Ignition Limited as President and CEO. He is recipient of several national awards such as ‘Golden Peacock-Eco-Innovation Award' and ‘Arch of Excellence' for service to the nation in the field of science and technology. He is also a global level speaker on System Safety ISO 26262, vehicle dynamics and suspension engineering in Europe, North America and China.

DIRECTORS:

The composition of the Board of Directors of the Company, as on the date of this Report is as follows:

Retirement of directors by rotation

In terms of Section 152(6) of the Act, Mrs. Varsha Jain, who retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered herself for re-appointment. Information as required under Regulation 36(3) of the Listing Regulations is provided in the Notice convening the AGM.

KEY MANAGERIAL PERSONNEL:

The following officials are ‘Key Managerial Personnel' of the Company in terms of the provisions of Sections 2(51) and 203 of the Act, as on the date of this Report:

i. Mr. Anurang Jain, Managing Director;

ii. Mr. Ramesh Gehaney, Director and Chief Operating Officer (Whole Time Director) up to 5^th June, 2024;

iii. Mr. Satrajit Ray, Director and Group Chief Financial Officer (Chief Financial Officer) up to 5^th June, 2024;

iv. Mrs. Varsha Jain, Director and Head – CSR and Facility Management (Whole Time Director); and

v. Mr. Sunil Lalai, Company Secretary and Executive Vice President – Legal (Company Secretary)

Note:

The Board of Directors at its meeting held on 16^th May, 2024, has appointed -

Mr. Rajendra Abhange as the Director and Chief Operating Officer, for a term of five years effective from 6^th June, 2024, to succeed Mr. Ramesh Gehaney.

Mr. R. S. Raja Gopal Sastry as the Key Managerial Personnel designated as Group Chief Financial Officer effective from 6^th June, 2024, to succeed Mr. Satrajit Ray.

Board of Directors and its Committees

During the financial year under review, the Board met five times. A detailed update on the Board, its composition and attendance of the Directors at each meeting is provided in the Corporate Governance report, forming part of this Annual Report.

The Board has constituted six Committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, Risk Management Committee and Finance Committee (a non-statutory committee). All recommendations made during the year under review, by the Committees including the Audit Committee were accepted by the Board.

A detailed charter including terms of reference of various Board constituted committees, number of committee meetings held during the financial year 2023-24 and attendance of members at each meeting, also forms part of the Corporate Governance report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, the Directors, based on the representation received from the management, confirm that:

i. in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed;

ii. the directors have 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;

iii. the directors have 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;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and vi. the directors have devised proper systems to ensure compliancewiththeprovisionsofallapplicablelawsandthat such systems are adequate and are operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations, the Independent Directors of the Company have submitted their declarations confirming compliance with the criteria of independence as stipulated thereunder.

All Independent Directors of the Company have affirmed compliance with the Company's Code of Conduct for Directors and Senior Management Personnel for the financial year 2023-24.

The Board took on record declarations and confirmations submitted by the Independent Directors regarding their fulfilment of the prescribed criteria of independence, after assessing veracity of the same as required under Regulation 25 of the Listing Regulations.

In terms of the amended Rules, an independent director is required to apply online to the Indian Institute of Corporate Affairs ("IICA") for inclusion of his / her name in the data bank for such period till he / she continues to hold office of an independent director in any company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by IICA. Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test.

Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors:

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications and vast experience in varied fields help in strengthening the Company's systems and processes to align the same with good industry practices and institutionalising tenets of corporate governance.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 OF THE ACT:

In terms of Section 178 of the Act, the Nomination and Remuneration Policy covers Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

Details of the Company's policy on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as stipulated under Section 178(3) of the Act, forms part of the Corporate Governance report.

The policy was last revised by the Board at its meeting held on 24^th April, 2024 and pursuant to the Listing Regulations is also placed on the Company's website at https://www.endurancegroup.com/ wp-content/uploads/2022/11/nomination-and-remuneration-policy-april-2024.pdf.

PERFORMANCE EVALUATION:

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy ("NR Policy") of the Company, inter alia, specifies that the Board will conduct annual evaluation of its own performance, its Committees and the directors individually. Performance evaluation of Directors shall be done by the entire Board (excluding the director being evaluated). The Nomination and Remuneration Committee is responsible for implementation of the methodology followed by the Company, in this regard. The NR Policy of the Company is placed on the Company's website at https:// www.endurancegroup.com/wp-content/uploads/2022/11/ nomination-and-remuneration-policy-april-2024.pdf.

Performance of the Board is evaluated based on inputs from all the directors on a structured questionnaire covering various aspects such as criteria of board composition and structure, effectiveness of board processes, information and functioning, orientation towards corporate governance and its contribution in effective management of the Company. Assessment and observations on the performance of the Board are discussed and key action areas for the Board, Committees and Directors are noted for implementation.

Information and other details on annual performance assessment are given in the Corporate Governance report.

SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2023-24:

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and Secretarial Standard-1. In the last meeting of each calendar year, the Board decides the schedule of meetings to be held in the succeeding year.

Based on the dates of meetings decided by the Board, adequate notice is given to all directors and Committee members; an agenda with detailed notes thereon is sent at least seven days before the respective meeting. If any board meeting is to be held at a shorter notice, permission of at least one independent director is ensured. The notes to agenda contain relevant information and supporting documents along with recommendation from the management, for meaningful deliberation and / or decision on the agenda items.

A gist of Board and Committee meetings held during the year along with attendance record of each Director forms part of the Corporate Governance report.

AUDIT COMMITTEE:

Audit Committee of the Company is constituted in terms of Section 177 of the Act and Regulation 18 of the Listing Regulations.

As on 31^st March, 2024, the Committee comprised the following directors as its members:

i. Mr. Indrajit Banerjee, Chairman;

ii. Mr. Soumendra Basu; and

iii. Ms. Anjali Seth.

All the Committee members are non-executive independent directors and are financially literate as required under Regulation 18(1)(c) of the Listing Regulations.

The Committee invites the Managing Director, the Director and Group Chief Financial Officer, the Director and Chief Operating Officer, the Group Chief Financial Officer – Designate and Chief Operating Officer – Designate to attend meetings of the Committee. The Statutory Auditors and the Chief Internal Auditor are also invited for specific agenda matters.

Mr. Sunil Lalai, Company Secretary and Executive Vice President

- Legal acts as Secretary to the Committee.

There was no change in the composition of the Committee during the year under review.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee ("NRC") of the Company is constituted in compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations.

As on 31^st March, 2024, NRC comprised following directors as its members:

i. Ms. Anjali Seth, Chairperson;

ii. Mr. Soumendra Basu; and

iii. Mr. Indrajit Banerjee.

All the NRC members are Non-executive Independent Directors.

The Committee invites the Managing Director to attend meetings of the NRC.

Mr. Sunil Lalai, Company Secretary and Executive Vice President – Legal, acts as a Secretary to the NRC.

There was no change in the composition of the NRC during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility ("CSR") Committee is constituted in compliance with Section 135 of the Act.

As on 31^st March, 2024, the CSR Committee comprised the following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Soumendra Basu;

iii. Mr. Ramesh Gehaney; and

iv. Mrs. Varsha Jain.

Mr. Sunil Lalai, Company Secretary and Executive Vice President

- Legal, acts as Secretary to the CSR Committee.

There was no change in the composition of the CSR Committee during the year under review.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee ("SRC") is constituted in compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the Listing Regulations.

As on 31^st March, 2024, the SRC comprised following directors as its members:

i. Ms. Anjali Seth, Chairperson; ii. Mr. Anurang Jain; and iii. Mr. Satrajit Ray.

Mr. Sunil Lalai, Company Secretary and Executive Vice President - Legal, is the Compliance Officer of the Company and acts as Secretary to the SRC.

There was no change in the composition of the SRC during the year under review.

RISK MANAGEMENT COMMITTEE:

The Risk Management Committee ("RMC") is constituted in compliance with Regulation 21 of the Listing Regulations.

As on 31^st March, 2024, the RMC comprised the following directors as its members:

i. Mr. Anurang Jain, Chairman; ii. Mr. Indrajit Banerjee; iii. Mr. Ramesh Gehaney; iv. Mr. Satrajit Ray; and v. Mr. R. S. Raja Gopal Sastry (co-opted as member with effect from 6^th February, 2024).

The Risk Management Policy of the Company is reviewed annually and it was last revised on 10^th August, 2023. The updated policy is placed on the Company's website https:// www.endurancegroup.com/wp-content/uploads/2022/11/Risk-Management-Policy.pdf.

The policy lays down a framework for risk management and mitigation process commensurate with the scale and nature of the Company's business. The policy also identifies the risk categories in line with the Company's growth strategy, continually changing business environment and legislative requirements. As per the terms of reference of RMC, it is entrusted with the responsibility to periodically review the risk management framework.

The risk management framework defines thresholds against each of the identified risk events and mitigation measures to be adopted. The framework is reviewed periodically by the respective functions, for necessary updates. The senior management team reviews the critical risk events and implements action plans to avoid recurrence of such events. A risk report is submitted bi-annually for review by the RMC and the same is also placed before the Board for advice on matters of significance.

CREDIT RATING:

During the year under review, on 29^th December, 2023, CRISIL Ratings Limited (a subsidiary of CRISIL Limited), a credit rating agency registered with the SEBI, has reaffirmed the long-term rating for bank credit facilities and the short-term rating for bank credit facilities / Commercial Papers as CRISIL AA+/Stable and CRISIL A1+, respectively. ICRA Limited, a credit rating agency registered with SEBI, on 25^th September, 2023, had reaffirmed the ICRA AA+ (Stable) rating for long term borrowing and ICRA A1+ rating for short term borrowing.

INTERNAL FINANCIAL CONTROLS:

In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has adequate Internal Financial Control systems in the form of policies and procedures. It follows a structured mechanism of function-specific reviews and risk reporting by senior management of the Company and matters of significance are brought to the attention of the Audit Committee and the Board. Further, internal Standard Operating Procedures ("SOPs") and Schedule of Authority ("SOA") are well defined and documented to provide clear guidance to ensure that all financial transactions are authorised, recorded and reported correctly.

In order to record day-to-day financial transactions and ensure accuracy in reporting thereof, the Company uses an established Enterprise Resource Planning ("ERP") system, which is equipped with ‘maker and checker' mechanism and has an audit trail of all transactions. Adequate controls and checks are built in the ERP system to integrate the underlying books of accounts and prevent any kind of control failure. Mapping of policies and procedures including SOPs and SOA is done through ERP and audit of these processes forms part of the work scope of both internal and statutory auditors of the Company.

The Company has an in-house Internal Audit ("IA") team lead by a Chief Internal Auditor. The Chief Internal Auditor, who functionally reports to the Audit Committee and administratively reports to the Managing Director is responsible for leading the IA department. The scope of work, accountability, responsibility, reporting and authority of the IA department is defined in the IA Charter, which is annually reviewed by the Audit Committee.

The IA team draws up an IA plan at the start of a financial year, which is approved by the Audit Committee and progress thereof is reviewed by the Committee at its quarterly meetings. In order to ensure objectivity and independence of the audit mechanism, IA activities for certain plants are outsourced. The IA team conducts audits of plants and corporate functions, specifically emphasising on systems, processes, procedures, guidelines and controls as also statutory compliances, adherence to policies

/ SOPs, and internal guidelines issued by the management. Implementation of the audit recommendations are monitored by the IA team.

Report on audit findings and corrective measures taken by the respective process owners, is reviewed periodically by the senior management team of the Company comprising the Managing Director, the Director and Group Chief Financial Officer, the

Director and Chief Operating Officer, the Group Chief Financial Officer – Designate and Chief Operating Officer – Designate. Significant observations and status of implementation of recommendations of the IA team are presented to the Audit Committee. The Committee reviews the report and advises on improving the systems and processes, where necessary.

The Company's internal control mechanism is commensurate with the scale of its operations thereby ensuring compliance with the Act and the Listing Regulations.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the statutory auditors towards compliance with the provisions of Corporate Governance, forms an integral part of this Annual Report.

The Managing Director and the Director and Group Chief Financial Officer have certified to the Board with regard to financial statements and other matters as required under Regulation 17(8) read with Schedule II to the Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable laws for the time being in force for the financial year 2023-24 forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In terms of Regulation 34(2) of the Listing Regulations, a Business Responsibility and Sustainability Report for the financial year 2023-24 forms part of this Annual Report and is placed on the Company's website at https://www.endurancegroup.com/ investor-relation/annual-reports/ .

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION:

The Company has adopted a ‘Code of Conduct for Prevention of Insider Trading' ("PIT Code") in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, ("PIT Regulations"). Further, the Company has also adopted a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' ("UPSI Code").

The PIT Code and the UPSI Code are drawn up on the principle that the Company's directors and employees owe a fiduciary duty, inter alia, to the shareholders of the Company to place the interest of shareholders above their own and conduct their personal securities transactions in a manner that does not give rise to any conflict of interest.

The PIT Code lays down guidelines for ‘designated persons' on the procedures to be followed and disclosures to be made while dealing in securities of the Company and also stipulates the consequences of non-compliances or leak of confidential price sensitive information. The UPSI Code documents the manner of disseminating Unpublished Price Sensitive Information ("UPSI") for making it accessible to the public on non-discriminatory basis. The UPSI Code was last reviewed and revised by the Board of Directors at its meeting held on 6^th February, 2024. Any information is determined to be UPSI, based on the principles enumerated in the Company's Policy on Determination of Materiality of Event / Information.

In addition to the above, the Company also maintains a Structured Digital Database in terms of Regulation 3(5) of the PIT Regulations containing the nature of UPSI and the names of persons sharing the information, names of persons with whom information is shared, along with the Permanent Account Number or any other identifier authorised by law.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached asAnnexure I.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In terms of Section 135 of the Act read with Schedule VII to the Act and Company's Corporate Social Responsibility ("CSR") Policy, the Company undertakes CSR projects and programmes under the aegis of Sevak Trust, with whom it has been associated for more than a decade. The CSR projects and programmes undertaken are recommended by the CSR Committee and approved by the Board. These are aimed towards enhancing employability by imparting skill-building vocational training to unemployed youth and undertaking developmental activities in villages to improve living standards and welfare through education, promoting health and hygiene, water conservation and agriculture oriented initiatives, providing community facilities, etc. Further, the Company has also undertaken the responsibility of upgrading the Sevak Trust Balwadi. The construction of new school building with latest infrastructure and learning tools for pre-primary education is in progress on the land parcel admeasuring 6,000 sq. mtr. at Waluj, Chh Sambhajinagar (erstwhile Aurangabad). The upgraded Balwadi will be equipped with latest infrastructure and learning tools for pre-primary education. As part of its CSR initiatives, the Company has started a project on revival of Paithani art. Further, a land parcel admeasuring to ~2 acre (81 ares) situated at Kagzipura village, Khultabad, Chh. Sambhajinagar was purchased by Sevak

Trust in July 2023 for construction of Kagzipura museum and Paithani Art Training centre .

Salient features of the CSR Policy, are available on the Company's website at www.endurancegroup.com. The Annual Report on CSR activities is attached as Annexure II to this Report. The impact assessment report for the financial year 2023-24 is available on website of the Company at https://www. endurancegroup.com/wp-content/uploads/2024/07/impact-assessment-report-2024-ETL.pdf.

In terms of Section 135 of the Act read with Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2015, the Director and Group Chief Financial Officer of the Company has provided requisite certificate that the funds disbursed by the Company to Sevak Trust during the financial year 2023-24 have been utilised for the respective purposes and in the manner as approved by the Board.

Expenditure towards CSR activities

As per the requirements under the Act, the Company earmarked an amount of H 109.48 million for CSR activities for the financial year 2023-24, calculated based on the average net profit before tax of the immediate preceding three financial years. The Board of Directors approved the following projects / programmes to be undertaken as CSR activities during the financial year 2023-24, and all of these activities were as per Schedule VII to the Act and the CSR Policy of the Company:

1. Village Development Project encompassing programmes undertaken in various areas such as water and sanitation, agriculture and livelihood, health and nutrition, education and community development;

2. Running of Vocational Training Centre;

3. Construction of new building of Sevak Trust Balwadi and recurring expenses for running the school on existing premises taken on rent;

4. Purchase of land parcel for construction of new building to construct Kagzipura Museum and for Project on revival of Paithani art, and related expenses.

The total amount spent by the Company, during the financial year 2023-24 towards approved CSR projects and programmes was H 113.61 million (including overhead expenditure of H 3.51 million and cost towards impact assessment of H 0.63 million during the financial year), as against H 109.48 million earmarked towards CSR in terms of Section 135 of the Act.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

During the year under review, no instances of fraud have been reported under Section 143(12) of the Act.

Statutory Auditors

Based on the recommendation of the Board, the Members of the Company at their Twenty Third AGM had approved appointment of M/s. S R B C & CO. LLP (ICAI Registration No. 324982E/ E300003) ("SRBC") as Statutory Auditors of the Company for a second term of five consecutive years. This appointment is valid from the conclusion of the Twenty Third AGM till the conclusion of the Twenty Eighth AGM of the Company.

The Statutory Auditors of the Company have issued an unmodified opinion on the financial statements, both standalone and consolidated, for the financial year ended 31^st March, 2024. The Auditors Reports for the financial year ended 31^st March, 2024 on the financial statements of the Company forms part of this Annual Report.

Cost Auditor

As per the provisions of Section 148 of the Act and Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records with respect to the manufacturing activities, viz. manufacturing of engine components, manufacturing of dies and moulds, and generation of electricity through windmills, and get the same audited. Based on the recommendation of the Audit Committee, the Board has appointed Mr. Jayant B. Galande, Cost Accountant (Membership No. M-5255) as Cost Auditor of the Company for the financial year 2024-25. The remuneration proposed is H 550,000 and is subject to ratification by the shareholders at the ensuing AGM. The said remuneration is excluding applicable taxes and out-of-pocket expenses, if any, payable at actuals.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Sachin Bhagwat (Membership No. A10189, CP No. 6029) Practicing Company Secretary, to conduct an audit of the secretarial records for the financial year 2023-24. The Secretarial Audit report for the financial year 2023-24 is set out as Annexure III to this Report. Remark given by the Secretarial Auditor in the said report is self-explanatory and do not call for any further explanation.

Policies of the Company

The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has, from time to time, framed and approved policies as required under the Listing Regulations as well as under the Act.

Certain key policies framed by the Company include:

Sr. No. Name of Policy

1. Nomination and Remuneration Policy

2. Corporate Social Responsibility Policy

3. Dividend Distribution Policy

4. Vigil Mechanism-cum-Whistle Blower Policy

5. Risk Management Policy

6. Code of Conduct for Prevention of Insider Trading

7. Code of Conduct for Directors and Senior Management Personnel

8. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

9. Policy for determining Material Subsidiaries

10. Policy on determining Materiality of and Dealing with Related Party Transactions

11. Policy for Determination of Materiality of Event / Information

12. Policy for Preservation of Documents

13. Archival Policy for disclosures to Stock Exchanges

The above-mentioned policies are available on the Company's website at the link www.endurancegroup.com/investor-relations.

These policies are periodically reviewed by the Committees responsible thereof and changes, if any, are recommended to the Board for approval. Changes to the policies also factor amendments in statutes or governing regulations. During the year under review, the following policies were revised:

Kindly refer Annexure II for salient features of the CSR Policy enumerated in the Annual Report on CSR activities.

Further, based on the recommendation of Nomination and Remuneration Committee, the NR Policy was revised by the Board, at its meeting held on 24^th April, 2024. Certain sections of the NR Policy were redrafted to align with the practice being followed by the Company for appointment of directors and review of their remuneration.

Following policies were revised post 31^st March, 2024 till the date of this Report:

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosure of remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure IV.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any guarantees covered under the provisions of Section 186 of the Act. Particulars of loans advanced and investments form part of the notes to financial statements. Kindly refer note nos. 4, 4A and 4B of the standalone financial statements for the details of investments made by the Company as on 31^st March, 2024.

DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public.

VIGIL MECHANISM-CUM-WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a vigil mechanism, which forms part of the Vigil Mechanism-Cum-Whistle Blower Policy in terms of Regulation 22 of the Listing Regulations for directors and employees. The objective of this policy is to provide a reporting mechanism for any person who observes any unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct for Directors and Senior Management Personnel and the Endurance Code of Conduct for all employees ("Codes of Conduct"). Such person can report the same to the Ombudsman appointed under the policy. The said policy also encompasses reporting of instances of leak of Unpublished Price Sensitive Information ("UPSI").

Protected disclosures can be made by a whistle blower to a dedicated e-mail ID and / or postal address of Ombudsman, appointed under the policy. The policy has been hosted on the Company's website at https://www.endurancegroup.com/wp-content/uploads/2022/11/Whistle-Blower-policy.pdf .

An Ombudsman has been appointed in terms of the provisions of the Act to independently investigate protected disclosures communicated under the policy and matters of violation to the Codes of Conduct.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31^ST MARCH, 2024 AND DATE OF BOARD'S REPORT:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

RELATED PARTY TRANSACTIONS:

As per the Listing Regulations, all Related Party Transactions ("RPT") and any modifications thereto are placed before the Audit Committee for approval. Further, the Audit Committee accords specific / omnibus approval for RPTs, which are in ordinary course of business and satisfy the principles / conditions of being at arm's length basis. Details of the RPTs entered pursuant to the specific and omnibus approval granted are placed on quarterly basis before the Audit Committee for review and update.

Particulars of RPTs entered during the financial year 2023-24

During the financial year 2023-24, the Company did not enter into any contract / arrangement / transaction with related parties, which could be considered material for which shareholders' approval, is required in accordance with Section 188 of the Act and the Policy on Determining Materiality of and Dealing with Related Party Transaction ("RPT Policy").

Accordingly, there is no information to be disclosed in Form AOC-2, while the particulars of all RPTs in terms of Indian Accounting Standard ("Ind AS") – 24 are forming part of the financial statements.

The RPT Policy of the Company, as approved by the Board, can be accessed on the Company's website at https://www. endurancegroup.com/wp-content/uploads/2022/11/Policy-for-Determination-of-Materiality-of-and-Dealing-with-Related-Party-Transactions.pdf .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

There were no significant material orders passed by Regulators

/ Courts which would impact the going concern status of the Company and its future operations.

ANNUAL RETURN:

In terms of Section 92(3) read with Section 134(3)(a) of the Act, the annual return of the Company for the financial year ended 31^st March, 2024 shall be available on the Company's website: https:// www.endurancegroup.com/investor-relation/annual-return/.

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

The Company has adopted a "Policy on Safety & Security and Prevention of Sexual Harassment of Women Employees" ("POSH Policy") in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The POSH Policy aims to provide a safe, friendly, positive and productive working environment and promote an atmosphere in which employees can realise their maximum potential. The policy applies to all permanent and temporary employees and also to workforce engaged by the Company through contractors.

The Company observes zero tolerance towards any kind of violation of the POSH Policy. As per the POSH Policy, the Company has constituted Internal Committees ("IC") for all its locations. Such committees are chaired by a female employee and other senior management officials of the Company are its members along with an external member who has experience in dealing with cases relating to sexual harassment. The IC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the POSH Policy.

Out of three complaints received by IC during the financial year 2022-23, two were investigated but pending for conclusion by the close of the year. Both the pending complaints at the end of the financial year 2022-23 have been concluded satisfactorily during the year under review. Further during the year, three complaints were received by the IC under the POSH Policy and same were satisfactorily resolved until the date of this report.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations remained cordial.

As on the date of this Report, the Company has twelve agreements entered into with labour unions for the Company's plants located at Waluj (Dist. Chh. Sambhajinagar, Maharashtra), Chakan (Dist. Pune, Maharashtra) and Pantnagar (Uttarakhand).

In terms of the agreements, none of them was due for renewal during the financial year under review.

INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company that remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by such company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, no dividend amount or shares were required to be transferred to the IEPF by the Company during the year ended 31^st March, 2024.

Unpaid / unclaimed dividend in respect of financial year 2016-17 shall be due for transfer to IEPF on 31^st August, 2024.

The Company has uploaded details of unpaid and unclaimed dividend amounts lying with the Company as on 31^st March, 2024, on the Company's website https://www.endurancegroup. com/investor-relation/unclaimed-unpaid-dividends/.

The following table provides dates on which unclaimed dividend would become due to be transferred to the IEPF:

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation for the commitment, hard work and support of all its employees and workmen during the year.

The Directors also express their gratitude to the shareholders, workmen unions, customers, vendors, dealers, bankers, government authorities of India and other countries where the Company operates and all other business associates for their continued support extended to the Company and for reposing their confidence in the management. The management looks forward to their continued support in future.