Endurance Technologies Ltd

AA Maxwell is in the process of shifting its registered office from Mumbai to Pune.

AAA EOSpA acquired 60% stake in Stoferle GmbH and Stoferle Automotive GmbH, on 2^nd April, 2025.

In July 2024, the Company had acquired additional 5.5% stake in Maxwell thereby increasing its shareholding to 61.5%, through secondary purchase, for an aggregate value of H 7,535 for 7,535 equity shares of face value H 1 each.

Subsequently, on 8^th May, 2025, the Company entered into a Share Purchase Agreement with existing shareholders to acquire the remaining 38.5% stake in Maxwell, for 52,749 equity shares of face value H 1 each, through secondary purchase, for an aggregate value of H 75.01 million.

With acquisition of this additional 38.5% stake in Maxwell, it shall become the Wholly-owned Subsidiary of the Company.

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

As on 31^st March, 2025, 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 11,966,298 equity shares (including 5,381,810 equity shares acquired through rights issue, during the year under review) 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, 2003 for procuring solar energy from TP Green for its certain manufacturing plants located in Chakan and Waluj, Maharashtra.

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/wp-content/uploads/7075/07/Annual- Report-of-Subsidiary-Companies-for-FY-7074-75.pdf.

The paid-up equity share capital of the Company as on 31^st March, 7075, was H 1,406,678,480. 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.

Following were the changes in the Board of Directors ("the Board”) during the year under review and till the date of this Report:

i. The term of appointment of Mr. Satrajit Ray as the Wholetime Director and Group Chief Financial Officer and Mr. Ramesh Gehaney as the Whole-time Director and Chief Operating Officer of the Company, was up to 5^th June, 2024.

Mr. Ray and Mr. Gehaney superannuated as the Whole-time Directors of the Company with effect from 5^th June, 7074.

Mr. Ray has continued as a Non-executive Director of the Company effective 6^th June, 7074.

ii. Mr. Rajendra Abhange was appointed as an additional director, designated as Director and Chief Operating Officer of the Company by the Board in its meeting held on 16^th May, 7074, to succeed Mr. Gehaney, for a term of five years effective 6^th June, 7074. His appointment as Director as well as the Whole-time Director was regularised / approved by the Members of the Company in the Twenty Fifth AGM held on 73^rd August, 7074.

iii. The Board, at its meeting held on 16^th May, 7074, appointed Mr. R. S. Raja Gopal Sastry as Group Chief Financial Officer to succeed Mr. Ray as the Group Chief Financial Officer and Key Managerial Personnel of the Company, effective 6^th June, 7074.

iv. Mr. Roberto Testore, Independent Director of the Company, expressed his unwillingness to continue as an Independent Director on the Board, citing personal reasons and other professional commitments. He stepped down as the director of the Company from the close of business hours of 31^st August, 7074.

v. On the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors at its meeting held on 13^th August, 7074, appointed Mr. Alfredo Altavilla as an additional director (in the capacity of an Independent Director) effective 1^st September, 7074. The Members of the Company approved the appointment of Mr. Altavilla through postal ballot conducted through remote e-voting, which concluded on 78^th September, 7074.

vi. On the recommendation of the Nomination and Remuneration Committee of the Company, the Board at its meeting held on 15^th May, 7075, appointed Mrs. Dipali Sheth as an additional director (in the capacity of an Independent Director) effective from 1^st August, 7075, subject to approval of the Members of the Company.

vii. Mrs. Varsha Jain is proposed to be re-appointed as Director and Head - CSR and Facility Management effective 10^th November, 7075, subject to approval of the Members of the Company.

viii. Mr. Indrajit Banerjee is proposed to be re-appointed as Independent Director of the Company for a second term effective 9^th February, 7076, subject to approval of the Members of the Company.

ix. Mr. Anurang Jain is proposed to be re-appointed as Managing Director of the Company effective 1^st April, 7076, subject to approval of the Members of the Company.

Brief profile of the directors being appointed / reappointed during the year under review and till the date of this Report, is given below:

BA Economics (Honours).

Mrs. Sheth has a career spanning around three decades. She holds a Bachelor of Arts (Honours) in Economics from the University of Delhi. She has expertise in Strategy, Human Resources, Marketing, Sales, Distribution, Mergers & Acquisitions ("M&A"), transformational growth, restructuring and organisational growth domestically, internationally and expansion especially for companies in India, South East Asia, United Kingdom and Middle Eastern regions. She has worked for private sector banks, FMCG companies and a reputed University. She served as Country Head of Human Resources at the Royal Bank of Scotland ("RBS"), India and contributed significantly towards integrating ABN Amro Bank into the RBS systems and culture, building leadership, people and organisational strategy and set up target operating models and divestment of the bank in India. She has worked with Standard Chartered Bank ("SCB") in Learning, Talent Acquisition and Global Strategy. Her last role in SCB was HR Head South Asia where she supervised HR across South Asia, led growth of the Wholesale Bank and gained valuable strategy and change experience in several acquisitions,

viz. SCB acquisitions of the Grindlays and the American Express. Prior to working at SCB, she worked with Procter & Gamble India Limited ("P&G") for six years, where she was the first woman leader to be hired in Sales. At P&G, she contributed to Marketing, Sales and Training functions.

She also helped build the vision and growth of Ashoka University, Sonipat, Haryana. At Ashoka, she also worked with Centre for Social Impact Planning and Centre for Social and Behavioural Change. She is an alumna of the India Leaders for Social Sector program and has served and guided NGOs in the social sector such as Seva Sadan, Support, Aspire for Her, Beyond Diversity and Yuva Unstoppable, supporting social ventures in imparting financial literacy to students.

She is an ACC-accredited coach with the International Coaching Federation, USA, a Gallup Strengths-based Coach, mentor and coach to several emerging men and women leader on a pro bonobasis. She has worked across India and has been based in London, Singapore and Dubai for several strategic programs and projects. She is passionately committed to community service, healthcare and the environment and is a voracious reader with diverse interests in economics, quantum physics, evolution of societies around the world, humour and spirituality.

Mrs. Sheth has about three decades of experience in the field of Human Resource, Talent Acquisition, Marketing and Sales.

Bachelor of Science in Accounting and Finance from the United States International University - Africa, Nairobi, Kenya.

Mrs. Jain has close to three decades of experience in interior designing, landscaping and architecture. Prior to her appointment as a member of the Board, Mrs. Jain served as Executive Vice President, overseeing CSR and Facility Management, since May 2015. Mrs. Jain pioneered numerous CSR initiatives to foster sustainable community development in villages, demonstrating leadership in social responsibility well before it was mandated by the Companies Act, 2013. Mrs. Jain has been actively involved in implementing the CSR projects and programmes approved by the CSR Committee and the Board, especially the Village Development Project and running of the Vocational Training Centre.

As an executive in-charge of the CSR function, Mrs. Jain exemplified her commitment towards the society by adopting villages in proximity to the plants of the Company. Activities were undertaken to fulfil basic needs of hygiene, sanitation, provision of drinking water, education, livelihood generation, community development and environment

conservation. During the mandatory lockdown announced due to Covid-19 pandemic, she spearheaded a host of activities which included distribution of food kits, donation of testing equipment to hospitals undertaking Covid-19 treatment, providing financial assistance to families in low income groups and running a Covid care centre for asymptomatic patients.

As the head of Facility Management, she oversees the civil construction in the organisation. With a wealth of experience in interior designing, she is involved in setting up and maintenance of the Company's offices, gardens and guest houses. The Company has been consistently receiving awards for the best gardens and plantations for the last several years for the Waluj, Chh. Sambhajinagar region. Under Mrs. Jain's leadership, the Company's Horticulture Department received the Challenge Trophy for overall performance at 'The Empress Botanical Garden Flower Show' in 2024 and 2025, organised by 'The Agri Horticultural Society' of India (Western Region) in Pune, along with 30 first prizes and 28 second prizes for excellence.

Associate member of the Institute of Chartered Accountants of India.

Mr. Banerjee has a career spanning around four decades. He began his career at Price Waterhouse, subsequently taking on roles in the pharmaceutical, healthcare, hydrocarbon, and metal industries, where he built extensive experience in finance, strategy, legal, IT, mergers and acquisitions, and general management functions. He served as Chief Financial Officer / Executive Director in Ranbaxy, Lupin, Cairn India and Indian Aluminium (Indal). He helped these companies transform into technology-led efficient organisations with superior competitive strength.

During his professional journey, Mr. Banerjee helped companies adapt to market changes, transform into innovative organisations, expand their market presence, and create significant stakeholder value. He managed situations of high growth, mobilised large capital investment from global investors, implemented new- age ERP systems, facilitated major M&A transactions and managed integration thereafter, restructured complex organisations to achieve efficiency in capital usage and helped organisations achieve significant cost efficiency and productivity improvement. In other roles, he helped organisations recover from crisis to become global leaders in their segments.

In most of the functions that he worked in, the key business deliverable was creating globally competitive strength that helped build sustainable business. He helped create cost synergies for global operations in the pharmaceutical industry, build robust cost effective infrastructure for greenfield hydrocarbon upstream facilities, rationalised multi-unit operation to make significant improvement of productivity in marketing and supply chain functions, among others.

While performing his roles in the organisations he worked for, he focused, inter alia, on establishing good corporate governance practices, re-engineering of internal processes and systems to improve financial controls, establishing reliable risk-management platforms, creating reliable stakeholder management processes and training and development of talent.

Master's degree in Business Administration from the University of Pittsburgh.

Mr. Jain has been the promoter director of the Company since its incorporation, and was last re-appointed as the Managing Director for a period of five years, effective from 1^st April, 2021. He is a first generation entrepreneur of the Endurance Group, established in 1985 and has sharp business acumen, in-depth knowledge of auto industry and strong focus on profitable growth. He has over four decades of experience in the automobile component industry.

Under his leadership, Endurance Group has grown both organically and inorganically and has transitioned from a two die casting machine plant operation to a technology intensive proprietary product portfolio comprising suspension, braking systems, transmission components and advanced electronics. As a global automobile component manufacturing leader, he brings deep experience across multiple markets and domains to his role. He has played a pivotal role in the profitable growth and expansion of the Company and Endurance Group, as a whole. The Group has operations with 33 manufacturing facilities in major auto hubs of India and Europe (Italy and Germany).

Mr. Jain has spearheaded operational excellence and profitable growth in India and Europe through strategic acquisitions and collaborations, building an innovation focused, customer centric, quality first and Total Productive Maintenance culture at the Endurance Group, implementing agile strategies and critical consolidations, and nurturing the Endurance Vendors Association.

Mr. Jain believes that continuous technological upgradation is key to sustainable and profitable growth. This is being ensured through in-house Research & Development ("R&D") centres that are approved by the Department of Scientific and Industrial Research and strongly supported by technology inputs from global leaders through technology and know-how transfers and collaboration for joint-development. The Company's efforts towards increasing its operational efficiency, R&D capabilities and focus on QCDDM parameters has earned the Company its position as a complete solutions provider for its diverse range of technology-intensive products to major two, three and four wheeler OEMs.

He has led the Company on a growth trajectory, with key strategic initiatives like consolidation of its operations, outsourcing of non-critical operations, strengthening of R&D and diversification of customer base. Even during challenges like the Covid-19 pandemic and the Russia- Ukraine conflict, the Company improved its margins and financial ratios under his leadership and has stayed ahead of the growth curve compared to the auto industry.

The Company is a preferred Tier-I supplier to major OEMs, both in India and overseas. In February 2025, Mr. Jain was felicitated with the '2024 Hurun India Self Made Entrepreneur of the Year', in recognition of his outstanding contributions to India's economic growth.

Mr. Jain has been instrumental in implementing innovative strategies of de-risking through unique product mix and foraying into new products through organic and inorganic growth. His philosophy is to stay ahead of peers by developing and offering new and technologically upgraded products. His leadership in securing technical collaborations with global industry leaders and driving technological advancements in the Company's operations has enabled it to maintain a competitive edge.

Mr. Jain also heads the Management Committee comprising the senior-most executives of the Company. They periodically review the performance of every vertical of the Company. The objective is to strengthen the Company's systems and capabilities while continuing to focus on implementation of best-in-class corporate governance practices and risk management. He is also on the Board of its direct subsidiaries in Europe and oversees their operations and advises on organic and inorganic growth and other strategic matters.

Mr. Jain's strong ability to successfully drive business even during adverse economic conditions, while being grounded to the Company's corporate values has earned him respect both as a leader and a mentor.

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

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

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

Mr. Abhange has experience of over 39 years with large corporates from automotive field and has been working in leadership roles as a 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.

Degree in Economics from Universita Cattolica, Milan.

Mr. Alfredo Altavilla has more than three decades of extensive and varied experience, mainly, in the automobile industry. He has served at senior leadership positions within the Fiat Group while also serving on the Board of Ferrari SpA (seven years), Maserati SpA (ten years), Magneti Marelli SpA (ten years), Teksid SpA (ten years) and Chrysler LLC (six years).

Mr. Altavilla joined Fiat Auto in 1990, where he oversaw international ventures, followed by strategic planning and product development. In 1995, he was appointed as Head of Fiat Auto China, and in 1998, he was named as Head of its Asian Operations. In 2004, Mr. Altavilla became the Chairman of Fiat - GM Powertrain JV and Senior Vice President of Business Development of Fiat Auto.

In 2005, Mr. Altavilla took on the role of Chief Executive Officer of Turk Otomobil Fabrikasil A.S., while continuing as head of Business Development of Fiat Auto. In 2006, he was appointed Chief Executive Officer of Fiat Powertrain Technologies, and in 2009, he became a member of the Board of Chrysler Group LLC and while also being named Executive Vice President of Business Development for Fiat Group.

From 2010 to 2012, Mr. Altavilla served as President and CEO of Iveco and was a member of the Fiat Industrial Executive Council during 2011-12. He was the COO of Fiat Chrysler Automobiles for Europe, Africa and Middle East (EMEA) from November 2012 till August 2018.

He has also served on the Board of TIM SpA and Chairman of Recordati SpA (both entities listed in Italy). He was appointed as an Executive Chairman of Italia Trasporto Aereo SpA by the Italian Government where he served from 2021 to 2022.

Mr. Altavilla is a board member of Enerpac Tool Group Corp. (listed on NYSE), MSX LLC, Ambienta SGR SpA and Proma SSA Srl. He also serves on the Advisory Board of Roboze SpA, ARES Design SpA, and is a member of the Investment Committee of Vasuky. He is also a Senior Advisor at CVC Capital Partners and Managing Director of AMRE Srl (Family Office).

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

In terms of Section 152(6) of the Act, Mr. Satrajit Ray, who retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Information as required under Regulation 36(3) of the Listing Regulations is provided in the Notice convening the AGM.

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. Rajendra Abhange, Director and Chief Operating Officer (Whole-time Director);

iii. Mrs. Varsha Jain, Director and Head - CSR and Facility Management (Whole-time Director);

iv. Mr. R. S. Raja Gopal Sastry, Group Chief Financial Officer (Chief Financial Officer); and

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

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, viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, Risk Management Committee and Finance Committee (a nonstatutory 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 2024-25 and attendance of members at each meeting, forms part of the Corporate Governance report.

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

i. in preparation of the annual accounts for the year ended 31^st March, 2025, 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 compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

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 2024-25.

The Board noted 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.

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 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.

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.

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 12^th February, 2025 and pursuant to the Listing Regulations is also placed on the Company's website at https://www. endurancegroup.com/wp-content/uploads/2022/1 1/ Nomination-and-Remuneration-Policy-2025.pdf.

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-2025.pdf

Performance of the Board is evaluated based on inputs from all the directors on a structured questionnaire through paperless software based platform, 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.

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors and General Meetings.

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and the 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 of the Company is constituted in terms of Section 177 ofthe Act and Regulation 18 ofthe Listing Regulations.

As on 31^st March, 2025, 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 Group Chief Financial Officer, and the Director and Chief Operating Officer, 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 composition of the Committee during the year under review.

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, 2025, 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 Secretary to the NRC.

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

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

As on 31^st March, 2025, the CSR Committee comprised the following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Soumendra Basu;

iii. Mr. Ramesh Gehaney (up to 5^th June, 2024);

iv. Mr. Rajendra Abhange (co-opted as member of the Committee with effect from 6^th June, 2024); and

v. Mrs. Varsha Jain

Mr. Sunil Lalai, Company Secretary and Executive Vice President

- Legal, acts as a Secretary to the CSR 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, 2025, 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.

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

As on 31^st March, 2025, the RMC comprised the following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Indrajit Banerjee;

iii. Mr. Ramesh Gehaney (up to 5^th June, 2024);

iv. Mr. Rajendra Abhange (co-opted as member of the Committee with effect from 6^th June, 2024);

v. Mr. Satrajit Ray (up to 5^th June, 2024); and

vi. Mr. R. S. Raja Gopal Sastry

The Risk Management Policy of the Company is reviewed annually. The RMC last reviewed the policy in its meeting held on 6^th November, 2024. 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 biannually for review by the RMC and the same is also placed before the Board for advice on matters of significance.

During the year under review, on 10^th October, 2024, CRISIL Ratings Limited (subsidiary of CRISIL Limited), a credit rating agency registered with SEBI, has reaffirmed the long-term rating and the short-term rating for bank credit facilities as CRISIL AA+/ Stable and CRISIL A1+, respectively.

Also, ICRA Limited, a credit rating agency registered with SEBI, on 24^th September, 2024, had reaffirmed the ICRA AA+ (Stable) rating for long term borrowing and ICRA A1+ rating for short term bank credit facilities / Commercial Papers.

Further, upon the Company's request, CRISIL Ratings Limited has withdrawn its rating on the Commercial Paper program of the Company.

In terms of Section 134(5)(e) of the Act, 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 the ERP system 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 Chief Internal Auditor 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 Chief Internal Auditor.

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 Chief Operating Officer and the Group Chief Financial Officer. 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.

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

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 2024-25 forms an integral part of this Annual Report.

In terms of Regulation 34(2) of the Listing Regulations, a Business Responsibility and Sustainability Report for the financial year 2024-25 forms part of this Annual Report and is placed on the Company's website at https://www.endurancegroup.com/ wp-content/uploads/2025/07/Business-Responsibility-and- Sustainability-Report-for-FY-2024-25.pdf.

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 PIT Code was last reviewed and revised by the Board of Directors at its meeting held on 15^th May, 2025.

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 is reviewed annually and it was last revised 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.

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 as Annexure I to this Report.

In terms of Section 135 of the Act read with Schedule VII to the Act and the Company's 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, amongst others. The Company has established a Balwadi at Waluj, Chh. Sambhajinagar, to support children from underprivileged communities. This pre-school cum daycare centre provides early education to children aged 2-6 years, especially those from under-resourced communities, not enrolled in any formal pre-school.

The Company has undertaken two heritage-focused projects. The first project involves setting up of a museum at Kagzipura village in Chh. Sambhajinagar, a historic site once known for handmade paper production, to revive and showcase this eco-friendly art. The second project aims to revive the Paithani art form through a dedicated weaving training centre, to preserve the legacy of this ancient silk weaving craft and to create livelihood. This training centre will be located within the Kagzipura Museum premises. The fortification of the site has completed, and construction of the museum building is in process.

During the year under review, a special project was initiated for providing and installing the 'roof top solar power generation unit' to every household in one of the villages covered under the CSR projects of the Company.

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.

In terms of Section 135 of the Act read with Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2015, the 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 2024-25 have been utilised for the respective purposes and in the manner as approved by the Board.

As per the requirements under the Act, the Company was obligated to spend an amount of H 125 million for CSR activities for the financial year 2024-25, 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 2024-25, and 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. Furniture and fixtures for new building of Sevak Trust Balwadi and expenses for running the school from new premises;

4. Related expenses for construction of building for Kagzipura Museum and for Project on revival of Paithani art;

5. Providing and installation of roof top solar power generation unit to every household in one of the villages covered under the CSR activities of the Company; and

6. CSR activities in the vicinity of the Company's plants at Narsapura (Karnataka).

The total amount spent by the Company, during the financial year 2024-25 towards approved CSR projects and programmes was H 131.74 million (including overhead expenditure of H 6.74 million and cost towards impact assessment of H 0.37 million), as against H 125 million earmarked towards CSR in terms of Section 135 of the Act.

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

Based on the recommendation of the Board, the Members of the Company at its 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, 2025. The Auditors' Reports for the financial year ended 31^st March, 2025 on the financial statements of the Company forms part of this Annual Report.

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, for audit purpose.

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 2025-26. 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.

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 audit of the secretarial records of the Company for the financial year 2024-25.

The Secretarial Audit report for the financial year 2024-25 is attached as Annexure III to this Report.

Further, owing to amendments in the Listing Regulations, the Company is mandated to appoint a Secretarial Auditor for a period of five consecutive financial years.

The Company proposes to appoint M/s. J. B. Bhave & Co., Company Secretaries, Pune (Peer Review Certificate No. 1238/2021) as the Secretarial Auditor of the Company for a term of five consecutive financial years to conduct secretarial audit for financial year(s) 2025-26 to 2029-30. Detailed proposal for appointment is mentioned in the Notice of AGM 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:

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 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 Audit Committee, the Policy on Determining Materiality of and Dealing with Related Party Transactions was revised by the Board, at its meeting held on 15^th May, 2025.

Following policies were revised post 31^st March, 2025 till the date of this Report:

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 is attached as Annexure IV to this Report.

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 same is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

The Company has not given any guarantees covered under the provisions of Section 186 of the Act. Particulars of loans, advances and investments form part of the notes to the financial statements. Kindly refer note nos. 4 and 5 of the standalone financial statements for the details of investments made and loans given by the Company as on 31^st March, 2025.

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

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 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 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/vigil-mechanism-cum-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.

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.

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 the 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.

During the financial year 2024-25, 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 the 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-on- Determining-Materiality-of-and-Dealing-with-Related-Party- Transactions-1.pdf

There were no significant material orders passed by Regulators / Courts which would impact the going concern status of the Company and its future operations.

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, 2025 shall be available on the Company's website: https:// www.endurancegroup.com/wp-content/uploads/2025/07/Draft- Annual-Return-FY-2024-25.pdf.

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 five complaints received by IC during the financial year 2024-25, no complaint was pending for investigation by the

close of the year under review and all the complaints were satisfactorily resolved until the date of this Report.

During the year under review, industrial relations remained cordial.

As on the date of this Report, the Company has 11 agreements entered into with the labour unions for the Company's plants located at Waluj (Dist. Chh. Sambhajinagar, Maharashtra), Chakan (Dist. Pune, Maharashtra) and Pantnagar (Uttarakhand).

On 10^th February, 2025, the Company announced a Voluntary Separation Scheme ("VSS") for all its eligible permanent workmen at its plant located at L-6/3 (LPDC), MIDC Industrial Area, Waluj, Dist. Chh. Sambhajinagar, Maharashtra. 57 employees opted for the VSS, leading to one-time outgo of H 106.35 million. Separation compensation was paid to the said employees on 17^th April, 2025. Through this VSS, the Company intended to right-size the plant in line with the production volumes.

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, unpaid / unclaimed dividend in respect of the financial year 2017-18 shall be due for transfer to IEPF on 11^th October, 2025.

The Company has uploaded details of unpaid / unclaimed dividend amounts lying with the Company as on 31^st March, 2025, on the Company's website at https://www.endurancegroup. com/wp-content/uploads/2025/06/Statement-of-unclaimed- and-unpaid-dividends-as-on-31--March-2025.pdf.

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

* Unclaimed dividend amount shall be transferred within 30 days of the dates mentioned above.

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.