Directors Report of Endurance Technologies Ltd.

Mar 31, 2025

Your Directors present herewith the Twenty Sixth Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31^st March, 2025.

SUMMARISED STATEMENT OF PROFIT AND LOSS:				(H in million)
	Standalone		Consolidated
Particulars	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from operations	88,461.48	78,710.00	115,608.10	102,408.71
Other income	665.82	494.71	1,169.74	856.15
Total income	89,127.30	79,204.71	116,777.84	103,264.86
Cost of material consumed*	57,284.51	51,407.05	66,031.17	60,505.73
Employee benefit expenses	4,357.76	3,801.24	10,073.49	8,798.97
Finance cost	25.62	29.94	468.11	426.58
Depreciation and amortisation expense	2,896.51	2,625.16	5,387.05	4,739.93
Other expenses	15,308.69	13,438.59	23,992.68	19,824.17
Total expenditure	79,873.09	71,301.98	105,952.50	94,295.38
Profit before exceptional items and tax	9,254.21	7,902.73	10,825.34	8,969.48
Exceptional Items	173.59	-	(121.77)	-
Profit before tax	9,080.62	7,902.73	10,947.11	8,969.48
Net tax expense	2,294.03	2,024.80	2,583.58	2,164.60
Net profit for the year	6,786.59	5,877.93	8,363.53	6,804.88
* This includes purchases of stock-in-trade (traded goods) and changes in inventories of fir		ished goods, stock-in-trade and work-in-progress.

DIVIDEND:

The Board of Directors, at its meeting held on 15^th May, 2025, has recommended dividend of H 10 per equity share of face value H 10 each (@ 100%) (previous year H 8.50 per equity share), for the financial year 2024-25, for consideration of the Members at the ensuing Twenty Sixth Annual General Meeting ("AGM").

The dividend, if approved by the Members, will result in an outgo of H 1,406.63 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 2024-25.

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 2024-25, driven by steady demand across segments, particularly in the two-wheeler and threewheeler sectors. The industry recorded a 11.1% growth in twowheeler sales, with 23.81 million units sold in the financial year 2024-25, as compared to 21.43 million units in the previous financial year. Passenger vehicle sales grew 3.7% with 5.07 million units sold in the financial year 2024-25 as compared to 4.89 million units in the previous financial year. Three-wheeler sales registered a 5.4% growth in the financial year 2024-25 with 1.05 million units sold in the financial year 2024-25, as compared to 0.99 million units in the previous financial year, continuing the positive trend.

India''s economic landscape supported this growth, with GDP growth for the financial year 2024-25 estimated at 6.5%, the Index of Industrial Production at 4.1%, and average inflation at 4.6%. The European automotive market, however, recorded a marginal contraction of 0.8% in new car sales in the financial year 2024-25.

Against this backdrop, the Company delivered a strong performance, driven by its agility, innovation, and customercentric approach. During the year under review, the Company posted a total income of H 89,127.30 million on a standalone basis as against H 79,204.71 million in the previous financial year. The total income on a consolidated basis was H 116,777.84

million compared to H 103,264.86 million in the previous financial year. The Company''s total income on a standalone and consolidated basis grew by 12.5% and 13.1%, respectively, reflecting robust growth in India and a standout performance in Europe despite market challenges due to geo-political prevailing conditions. In the financial year 2024-25, 76% of the Company''s consolidated total income, including other income, came from Indian operations, and the balance 24% came from 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 15.5% in the financial year 2024-25 at H 6,786.59 million as against H 5,877.93 million in the previous financial year, on a standalone basis; while consolidated profit after tax grew by 22.9% at H 8,363.53 million as against H 6,804.88 million in the previous financial year.

The Company''s commitment to innovation and technology upgradation alongwith quality assurance and strong customer relationships enabled it to secure new business wins worth H 12,600 million from Original Equipment Manufacturers ("OEMs") (excluding orders from one of its major OEM customer) in India and worth € 40.2 million in Europe.

The Company received 16 new patent approvals and 26 new design registrations during the financial year 2024-25, taking the total patents to 91 and design registrations to 68.

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.

Acquisitions and Greenfield Expansions

During the financial year 2024-25 and as on the date of this Report, Endurance Overseas SpA ("EOSpA"), a wholly-owned subsidiary of the Company, acquired 100% stake in Ingenia Automation Srl ("Ingenia"), Italy, on 31^st May, 2024. Ingenia specialises in industrial automation through robotics and advanced processes. Further, EOSpA, on 2^nd April, 2025, acquired 60% stake in Stoferle GmbH, Germany and Stoferle Automotive GmbH, Germany, entities specialised in the business of

machining of aluminium castings for automotive application and production of CNC machines for captive use and manufacturing machined aluminium castings for automotive appliances. The acquisition of these entities have strengthened the Company''s European footprint. Additionally, the Company has entered into agreement for accelerated acquisition of the remaining 38.5% of equity stake in Maxwell Energy Systems Private Limited to make it a wholly-owned subsidiary, strengthening its footprint in advanced electronics.

The Company has initiated three greenfield projects viz. AURIC Shendra and AURIC Bidkin in Chh. Sambhajinagar, and Maval Taluka in Pune, Maharashtra. Shendra plant shall manufacture aluminium machined castings for four-wheelers as well as nonauto. Bidkin plant shall manufacture alloy wheels which will nearly double the Company''s alloy wheel production capacity and the Maval plant is being set up to manufacture Lithium Ion battery packs of various configurations for battery energy storage systems suitable for mobility and other applications.

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 2024-25 have been prepared in compliance with the 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 12 subsidiaries 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.

Sr. No.	Name of Subsidiary	Brief Particulars
1.	Endurance Overseas SpA, Italy (EOSpA)* Direct Subsidiary	Primary objective of this special purpose vehicle (SPV) in Italy is to make strategic overseas investments.
2.	Endurance SpA, Italy Step-down Subsidiary	Engaged in the activity of carrying out high pressure aluminium die casting and machining operations from its plants in Lombardore and Chivasso, Italy.
3.	Endurance Engineering Srl, Italy. Step-down Subsidiary	Engaged in the production of plastic components, inter alia, for automotive applications from its plant in Grugliasco, Italy.
4.	Endurance Castings SpA, Italy Step-down Subsidiary	Primarily engaged in manufacturing of high pressure die casting and machining components having a plant in Bione, Italy.
5.	Endurance Two Wheelers SpA, Italy** Step-down Subsidiary	The company is having plants in Rovereto and Turin, Italy and manufactures clutches and braking systems for two-wheeler vehicles.

Sr. No.	Name of Subsidiary	Brief Particulars
6.	Veicoli Srl, Italy	The company offers a software platform to companies that operate fleets
	Step-down Subsidiary	of commercial and passenger vehicles. It operates from Turin, Italy.
7.	GDS Sarl, Hammas Sousse, TunisiaA	The company is a subsidiary of Endurance Two Wheelers SpA (earlier,
	Step-down Subsidiary	it was subsidiary of New Fren Srl**) with its manufacturing facility in Hammas Sousse, Tunisia.
8.	Endurance GmbH, Germany	The company is primarily engaged in the manufacturing of high pressure
	Direct Subsidiary	die casting and machining components with plants in Massenbachhausen, Germany.
9.	Maxwell Energy Systems Private Limited, India	The company is located in Mumbai, Maharashtra, IndiaAA and it is
	("Maxwell")AA	into the business of advanced embedded electronics for Battery
	Direct Subsidiary	Management System for EVs.
10.	Ingenia Automation Srl, Italy***	The company is located in Italy and it operates in the design, production
	Step-down Subsidiary	and robotics installation of industrial automation systems.
11.	Stoferle GmbH, (Laupheim, Germany)AAA	The company is located in Germany and it is into the business of
	Step-down Subsidiary	machining of aluminium castings for automotive application and production of CNC machines for captive use.
12.	Stoferle Automotive GmbH, (Laupheim,	The company is located in Germany and it is in the business of
	Germany)AAA Step-down Subsidiary	manufacturing machined aluminium castings for automotive applications.
* Endurance Overseas Srl, Italy has converted its status from ''lim its name to Endurance Overseas SpA ("EOSpA").		lited liability'' company to a ''public limited'' company w.e.f. 20th January, 2025, thereby changing
EOSpA has on 14th March, 2025, bought back 5% of its equity shares held by Endurance GmbH, Germany. ** Scheme of Merger of New Fren Srl, Italy and Frenotecnica Srl, Italy with Endurance Adler SpA, came into effect from 1st January, 2025. Further, by virtue of the
aforesaid scheme, the name of Endurance Adler SpA was subseq became the subsidiary of Endurance Two Wheelers, SpA.		|uently changed to Endurance Two Wheelers SpA, Italy, and GDS Sarl, subsidiary of New Fren Srl
*** EOSpA acquired 100% stake in Ingenia Automation Srl, Italy,		on 31st May, 2024.
A Sha	reholders of GDS Sarl have passed a resolution, on 23rd September, 2024, for its voluntary liquidation and that the same is under process.
aa m	axwell 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 2nd 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.

Associate Company:

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.

SHARE CAPITAL:

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directorate and Key Managerial Personnel

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, 7074.

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:

Mrs. Dipali Sheth

a. Key qualifications:

BA Economics (Honours).

b. Broad experience:

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.

Mrs. Varsha Jain

a. Key qualifications:

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

b. Broad experience:

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.

Mr. Indrajit Banerjee

a. Key qualifications:

Associate member of the Institute of Chartered Accountants of India.

b. Broad experience:

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.

Mr. Anurang Jain

a. Key qualifications:

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

b. Broad experience:

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.

Mr. Rajendra Abhange a. Key qualifications:

• 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.

b. Broad experience:

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.

Mr. Alfredo Altavilla

a. Key qualifications:

Degree in Economics from Universita Cattolica, Milan.

b. Broad experience:

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).

DIRECTORS:

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

Retirement of directors by rotation

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.

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

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

Sr. No.	Name of Director	Position
1.	Mr. Soumendra Basu (DIN 01125409)	Chairman (Non-executive, Independent)
2.	Mr. Anurang Jain (DIN 00291662)	Managing Director (Executive)
3.	Mr. Satrajit Ray (DIN 00191467)	Director (Non-executive, Non-independent) (effective from 6th June, 2024)
4.	Ms. Anjali Seth (DIN 05234352)	Independent Director (Non-executive)
5.	Mr. Massimo Venuti (DIN 06889772)	Director (Non-executive, Non-independent)
6.	Mrs. Varsha Jain (DIN 08947297)	Director and Head - CSR and Facility Management (Executive)
7.	Mr. Indrajit Banerjee (DIN 01365405)	Independent Director (Non-executive)
8.	Mr. Anant Talaulicar (DIN 00031051)	Independent Director (Non-executive)
9.	Mr. Rajendra Abhange (DIN 02697676)	Director and Chief Operating Officer (Executive) (effective from 6th June, 2024)
10.	Mr. Alfredo Altavilla (DIN 00366224)	Independent Director (Non-executive) (effective from 1st September, 2024)

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).

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, 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.

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 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.

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 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.

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 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.

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-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.

SECRETARIAL STANDARDS:

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

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2024-25:

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:

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.

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, 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.

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, 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.

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, 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.

RISK MANAGEMENT COMMITTEE:

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.

CREDIT RATING:

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.

INTERNAL FINANCIAL CONTROLS:

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.

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 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.

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 2024-25 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 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.

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 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.

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 as Annexure I to this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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.

Expenditure towards CSR activities

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.

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.

AUDITORS:

Statutory Auditors

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.

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, 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.

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 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.

DISCLOSURES:

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 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:

Sr. No.	Name of Policy	Revised date
1.	Archival Policy for Disclosures to Stock Exchanges	24th April, 2024
2.	Vigil Mechanism-cum-Whistle Blower Policy	6th November, 2024
3.	Nomination and Remuneration Policy
4.	Code of Conduct for Prevention of Insider Trading
5.	Policy on Determining Materiality of and Dealing with Related Party Transactions	12th February, 2025
6.	Policy for Determining Material Subsidiaries
7.	Policy for Preservation of Documents
8.	Code of Conduct for Directors and Senior Management Personnel

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 31st of this Report:		March, 2025 till the date
Sr. No.	Name of Policy	Revised date
1.	Policy on Determining Materiality of and Dealing with Related Party
	Transactions	15th May, 2025
2.	Code of Conduct for Prevention of Insider Trading

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 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.

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, 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.

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 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31^st MARCH, 2025 AND DATE OF THE 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 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.

Particulars of RPTs entered during the financial year 2024-25

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

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, 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.

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 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.

INDUSTRIAL RELATIONS:

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.

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, 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:
Financial Year	Date of declaration of dividend / interim dividend	Amount of unpaid / unclaimed dividend as on 31st March, 2025 (in J)	Completion of seven years from transfer of dividend to unpaid account*
2017-18	6th September, 2018	40,688.00	11th October, 2025
2018-19	8th August, 2019	44,440.00	12th September, 2026
2019-20	3rd March, 2020	120,703.00	7th April, 2027
2020-21	25th August, 2021	44,425.00	24th September, 2028
2021-22	24th August, 2022	51,755.75	23rd September, 2029
2022-23	23rd August, 2023	64,015.00	24th September, 2030
2023-24	23rd August, 2024	71,279.50	23rd September, 2031
* Unclaimed dividend amount shall be transferred within 30 days of the dates mentioned above.

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.

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Mar 31, 2024

The 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: (Rs. in Million) Standalone Consolidated
Particulars	Financial Year 2023-24	Financial Year 2022-23	Financial Year 2023-24	Financial Year 2022-23
Revenue from operations	78,710.00	67,675.07	102,408.71	88,040.46
Other income	494.71	282.00	856.15	454.27
Total income	79,204.71	67,957.07	103,264.86	88,494.73
Cost of material consumed*	51,407.05	45,326.04	60,505.73	53,295.23
Employee benefit expenses	3,801.24	3,241.77	8,798.97	7,636.05
Finance cost	29.94	42.70	426.58	205.77
Depreciation	2,625.16	2,407.08	4,739.93	4,215.80
Other expenses	13,438.59	11,314.92	19,824.17	16,746.52
Total expenditure	71,301.98	62,332.51	94,295.38	82,099.37
Profit before exceptional items and tax	7,902.73	5,624.56	8,969.48	6,395.36
Exceptional Items	-	102.85	-	102.85
Profit before tax	7,902.73	5,521.71	8,969.48	6,292.51
Net tax expense	2,024.80	1,432.54	2,164.60	1,496.76
Net profit for the year	5,877.93	4,089.17	6,804.88	4,795.75
* 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.

Sr. No.	Name of subsidiary	Brief particulars
1.	Endurance Overseas Srl, Italy (EOSrl) Direct Subsidiary	Primary objective of this special purpose vehicle (SPV) in Italy is to make strategic overseas investments.
2.	Endurance SpA, Italy Step-down Subsidiary	Engaged in the activity of carrying out high pressure aluminium die casting and machining operations from its plants in Lombardore and Chivasso, Italy.
3.	Endurance Engineering Srl, Italy Step-down Subsidiary	Engaged in the production of plastic components inter alia for automotive applications from its plant in Grugliasco, Italy
4.	Endurance Castings SpA, Italy Step-down Subsidiary	Primarily engaged in manufacturing of high pressure die casting and machining components having a plant in Bione, Italy.
5.	Endurance Adler SpA, Italy Step-down Subsidiary	The company is having a plant in Rovereto, Italy and manufactures clutches and braking systems for 2 wheeler vehicles.
6.	Veicoli Srl, Italy Step-down Subsidiary	The company offers a software platform to companies that operate fleets of commercial and passenger. It operates from Turin, Italy.
7.	Frenotecnica Srl, Italy Step-down Subsidiary	The company is located in Rovereto, (Trento), Italy. It is engaged in the business of designing and manufacturing of friction materials and components for braking systems for two-wheeler vehicles. The primary business activity comprises sale of brake pads under its registered trademark "Brenta" for aftermarket and replacement business.
8.	New Fren Srl, Italy Step-down Subsidiary	The company is located in Cirie, Turin, Italy. It manufactures brake discs, centrifugal clutches, pads and brake shoes for two-wheeler vehicles through aftermarket channels and replacement business.

Sr. No.	Name of subsidiary	Brief particulars
9.	GDS Sarl, Hammas Sousse, Tunisia Step-down Subsidiary	The company is a subsidiary of New Fren Srl with its manufacturing facility in Hammas Sousse, Tunisia. It supports its parent entity in the same line of business activities.
10.	Endurance GmbH, Germany Direct Subsidiary	The company is primarily engaged in the manufacturing of high pressure die casting and machining components with plants in Massenbachhausen, Germany.
11.	Maxwell Energy Systems Private Limited, India Direct Subsidiary	The company is located in Mumbai, Maharashtra, India and it is into the business of advanced embedded electronics for BMS for EVs.
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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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.

Brief profile of Mr. Rajendra Abhange is as follows:

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:
Sr. No.	Name of Director	Position
1.	Mr. Soumendra Basu (DIN 01125409)	Chairman (Non-executive, Independent)
2.	Mr. Anurang Jain (DIN 00291662)	Managing Director (Executive)
3.	Mr. Roberto Testore (DIN 01935704)	Independent Director (Non-executive)
4.	Mr. Ramesh Gehaney (DIN 02697676)	Director and Chief Operating Officer (Executive)
5.	Mr. Satrajit Ray (DIN 00191467)	Director and Group Chief Financial Officer (Executive)
6.	Ms. Anjali Seth (DIN 05234352)	Independent Director (Non-executive)
7.	Mr. Massimo Venuti (DIN 06889772)	Director (Non-executive, Non-independent)
8.	Mrs. Varsha Jain (DIN 08947297)	Director and Head - CSR and Facility Management (Executive)
9.	Mr. Indrajit Banerjee (DIN 01365405)	Independent Director (Non-executive)
10.	Mr. Anant Talaulicar (DIN 00031051)	Independent Director (Non-executive)

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 compliance with the provisions of all applicable laws and that 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 biannually 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 as Annexure 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-FTI.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 202324, 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.

AUDITORS:

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.

DISCLOSURES:

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:

Sr. No.	Name of Policy	Revised effective date
1.	Nomination and Remuneration Policy ("NR Policy")	18th April, 2023
2.	Risk Management Policy	10th August, 2023
3.	Policy for Determination of Materiality of Events / Information
4.	Fraud Prevention and Detection Policy	8th November, 2023
5.	Preservation of Documents Policy
6.	Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information	6th February, 2024

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:

Sr. No.	Name of Policy	Revised effective
1.	Nomination and Remuneration Policy ("NR Policy")	24th April, 2024
2.	Archival Policy for Disclosures to Stock Exchanges
3.	Code of Conduct for Directors and Senior Management Personnel
4.	Policy for Determination of Material Event or Information	16th May, 2024

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:
Financial Year	Date of declaration of dividend / interim dividend	Amount of unpaid dividend as on 31st March, 2024 (in J)	Due date for transfer to IEPF
2016-17	28th July, 2017	47,457.50	31st August, 2024
2017-18	6th September, 2018	41,068.00	11th October, 2025
2018-19	8th August, 2019	44,935.00	12th September, 2026
2019-20	3rd March, 2020	121,214.50	7th April, 2027
2020-21	25th August, 2021	44,965.00	24th September, 2028
2021-22	24th August, 2022	52,005.75	23rd September, 2029
2022-23	23rd August, 2023	64,659.00	24th September, 2030

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.

---

Mar 31, 2023

Your Directors present herewith the Twenty Fourth Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31^st March, 2023.

SUMMARISED STATEMENT OF PROFIT AND LOSS:

'' in million
Particulars	Standalone		Consolidated
	Financial Year 2022-23	Financial Year 2021-22	Financial Year 2022-23	Financial Year 2021-22
Revenue from operations	67,675.07	56,970.87	88,040.46	75,491.40
Other income	282.00	243.94	454.27	410.38
Total income	67,957.07	57,214.81	88,494.73	75,901.78
Raw Material Cost	45,326.04	37,583.26	53,295.23	44,201.44
Employee Benefit expenses	3,241.77	2,903.13	7,636.05	6,943.58
Finance cost	42.70	18.20	205.77	63.54
Depreciation	2,407.08	2,037.38	4,215.80	3,817.26
Other expenses	11,314.92	9,197.90	16,746.52	14,700.00
Total expenditure	62,332.51	51,739.87	82,099.37	69,725.82
Profit before exceptional items and tax	5,624.56	5,474.94	6,395.36	6,175.96
Exceptional Items	102.85	314.50	102.85	314.50
Profit before tax	5,521.71	5,160.44	6,292.51	5,861.46
Net Tax expense	1,432.54	1,343.01	1,496.76	1,254.37
Net profit for the year	4,089.17	3,817.43	4,795.75	4,607.09

DIVIDEND:

The Board of Directors, at its meeting held on 17^th May, 2023, has recommended dividend of '' 7 per equity share of '' 10 each (@ 70%) (previous year '' 6.25 per equity share), for the financial year 2022-23, for consideration of the Members at the ensuing Twenty Fourth Annual General Meeting ("AGM").

The dividend, if approved by the Members, will result in an outgo of '' 984.64 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 2022-23.

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 performance of the auto industry reflected a positive sentiment. During the financial year ended 31^st March, 2023, the auto industry recorded a growth of 1 1.8% as compared to the previous financial year. The sales of two wheelers also witnessed an increase by 8.3% and three wheeler sales increased by 12.2%. Despite inflation trending higher through the year and disruption in supply chain due to volatile geo-political situation, a combination of improved chip supply, higher incomes and pent-up demand resulted in increased sales of automobiles.

During the year under review, the Company posted a total income of '' 67,957.07 million on a standalone basis as against '' 57,214.81 million in the previous year. The total income on a consolidated basis was '' 88,494.73 million compared to '' 75,901.78 million in the previous year. The Company''s total income on standalone and consolidated basis grew by 18.8% and 16.6%, respectively. In the financial year 2022-23, 77% of Company''s consolidated total

income, including other income came from Indian operations and the balance 23% came from the overseas operations.

The Company''s profit after tax grew by 7.1% in the financial year 2022-23 at '' 4,089.17 million as against '' 3,817.43 million in the previous year, on standalone basis; while consolidated profit after tax grew by 4.09% at '' 4,795.75 million as against '' 4,607.09 million in the previous year.

Acquisition of Maxwell Energy Systems Private Limited

The Company acquired 51% share capital of Maxwell Energy Systems Private Limited ("Maxwell") on 1^st July, 2022, through a combination of primary issuance and secondary purchase, comprising 69,873 shares of face value of '' 1 each. The acquisition was for a total investment of '' 1,350 million and was effective 1^st July, 2022, pursuant to which Maxwell became a subsidiary of the Company.

Maxwell was a wholly owned subsidiary of a US based company, ION Energy Inc. ("ION"). Maxwell is in the business of embedded electronics particularly in Battery Management Systems ("BMS") for vehicles including electric vehicles ("EV"). Maxwell also designs and develops BMS for stationary batteries / energy storage solutions. Maxwell''s BMS leverages on proprietary algorithms to improve battery life and performance.

Sr. no.	Name of subsidiary	Brief particulars
1.	Endurance Overseas S.r.l., Italy (EOSrl), Direct Subsidiary	A special purpose vehicle (SPV) in Italy for making strategic overseas investments and it is a direct subsidiary of the Company.
2.	Endurance SpA, Italy Step-down subsidiary	Engaged in the activity of carrying out high pressure aluminium die casting and machining operations from its plants in Lombardore and Chivasso, Italy.
3.	Endurance Engineering S.r.l., Italy Step-down subsidiary	Engaged in the production of plastic components for automotive applications from its plant in Grugliasco, Italy.
4.	Endurance Castings SpA, Italy Step-down subsidiary	Primarily engaged in manufacturing of high pressure die casting and machining components having a plant in Bione, Italy.
5.	Endurance Adler SpA, Italy Step-down subsidiary	The company is having a plant in Rovereto, Italy and manufactures clutches and braking systems.
6.	Veicoli S.r.l, Italy Step-down subsidiary	The company offers a software platform to companies that operate fleets of commercial and passenger. It operates from Turin, Italy.
7.	Frenotecnica Srl, Italy Step-down subsidiary	The company is located in Rovereto, (Trento), Italy. It is engaged in the business of designing and manufacturing of friction materials and components for braking systems for two-wheeler vehicles. The primary business activity comprises sale of brake pads under its registered trademark "Brenta" for aftermarket and replacement business.
8.	New Fren Srl, Italy Step-down subsidiary	The company is located in Cirie, Turin, Italy. It manufactures brake discs, centrifugal clutches, pads and brake shoes for two-wheeler vehicles through aftermarket channels and replacement business.

Sr. no.	Name of subsidiary	Brief particulars
9.	GDS Sarl, Hammas Sousse, Tunisia Step-down subsidiary	The company is a subsidiary of New Fren Srl with its manufacturing facility in Hammas Sousse, Tunisia. It supports its parent entity in the same line of business activities.
10.	Endurance GmbH, Germany Direct Subsidiary	The company is primarily engaged in the manufacturing of high pressure die casting and machining components with plants in Massenbachhausen, Germany.
11	Maxwell Energy Systems Private Limited, India, Direct Subsidiary	The Company is located in Mumbai, Maharashtra, India and it is into the business of advanced embedded electronics for BMS for EVs.

The acquisition will facilitate the group''s foray into an EV-centric product line as an early participant to offer BMS to auto OEMs. It is expected that, as a preferred tier-1 auto component supplier, the Company will effectively leverage its business relationships to further grow the acquired business with its OEM customers.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Listing Regulations and Section 129 of the Companies Act, 2013 ("Act") read with the rules issued thereunder, consolidated financial statements of the Company for the financial year 2022-23 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, 2023 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.

Further, as on 31^st March, 2023 and as on the date of this report, the Company has one associate company, TP Green Nature Limited ("TP Green"). During the year under review, the Company has invested '' 65.85 million in TP Green and holds 6,584,488 equity shares of '' 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.

There has been no material change in the nature of business of the subsidiaries. During the year under review:

1. EOSrl acquired 100% equity stake in Frenotecnica Srl, Italy ("Frenotecnica") for an aggregate value of € 5,289,900, which includes acquisition cost of € 29,900. The effective date of acquisition was 10^th June, 2022.

Frenotecnica, based in Rovereto (Trento), Italy, is engaged in the business of designing and manufacturing of friction materials and components for braking systems for application in two-wheelers.

2. The Company acquired 51% share capital of Maxwell Energy Systems Private Limited ("Maxwell") on 1^st July, 2022, through a combination of primary issuance and secondary purchase, comprising 69,873 shares of face value of Re. 1 each. The acquisition was for a total investment of '' 1,350 million and was effective 1^st July, 2022.

Maxwell is in the business of advanced embedded electronics, particularly in BMS for automobiles (including EVs), energy storage systems and battery packs.

3. EOSrl acquired 100% equity stake in New Fren Srl, Italy ("New Fren") for a total investment of € 1,165,394 which includes consideration of € 1,150,000 and acquisition cost of € 15,394. The effective date of acquisition was 16^th November, 2022.

New Fren is engaged in the business of designing, manufacturing and sale of brake discs, centrifugal clutches, pads and brakes shoes for two-wheeler vehicles.

New Fren has a subsidiary namely, GDS Sarl ("GDS"), situated at Hammas Sousse, Tunisia, wherein it held 99% shareholding.

4. During the period under review, EOSrl acquired residual 1% stake in GDS for an aggregate value of € 2,600, equivalent to 8,580 Tunisian dinar. The effective date of acquisition was 9^th March, 2022.

I n 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 as on 31^st March, 2023, was '' 1,406,628,480. There was no public issue, rights issue, bonus issue or preferential issue, during the financial year under review. The Company has not issued shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor issued any convertible securities.

DIRECTORS: The composition of the Board of the Company, as on the date of this Report is as follows:
Sr. No. Name of Director		Position
1.	Mr. Soumendra Basu (DIN 01125409)	Chairman (Non-executive, Independent)
2.	Mr. Anurang Jain (DIN 00291662)	Managing Director (Executive)
3.	Mr. Roberto Testore (DIN 01935704)	Independent Director (Non-executive)
4.	Mr. Ramesh Gehaney Director and Chief Operating (DIN 02697676) Officer (Executive)
5.	Mr. Satrajit Ray (DIN 00191467)	Director and Group Chief Financial Officer (Executive)
6.	Ms. Anjali Seth (DIN 05234352)	Independent Director (Non-executive)
7.	Mr. Massimo Venuti (DIN 06889772)	Director (Non-executive)
8.	Mrs. Varsha Jain (DIN 08947297)	Director and Head - CSR and Facility Management (Executive)
9.	Mr. Indrajit Banerjee (DIN 01365405)	Independent Director (Non-executive)
10.	Mr. Anant Talaulicar (DIN 00031051)	Independent Director (Non-executive)

Retirement of directors by rotation

In terms of Section 152(6) of the Act, Mr. Massimo Venuti, 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.

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:

i. Mr. Anurang Jain, Managing Director;

ii. Mr. Ramesh Gehaney, Director and Chief Operating Officer (Whole Time Director);

iii. Mr. Satrajit Ray, Director and Group Chief Financial Officer (Chief Financial Officer);

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).

There has been no change in the Key Managerial Personnel during the year under review.

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.

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 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 2022-23 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. i n the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures;

ii. t he 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 of the Company for that period;

iii. t he 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. t he directors have prepared the annual accounts on a going concern basis;

v. t he 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.

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 2022-23.

The Board took on record declaration and confirmation 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 Rules, 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 qualification and vast experience in varied fields helps 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 sub-section (3) of Section 178 of the Act, forms part of the Corporate Governance report.

The policy was last revised by the Board at its meeting held on 18^th April, 2023 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-approved-by-the-Board-on-18-04-2023.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-approved-by-the-Board-on-18-04-2023.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 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 2022-23:

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and applicable Secretarial Standards. 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, 2023, the Committee comprised the following directors as its members:

i. Mr. Indrajit Banerjee, Chairman;

ii. Mr. Soumendra Basu; and

iii. Ms. Anjali Seth.

All of 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, 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.

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, 2023, 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.

There was no change in the composition of the Committee 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, 2023, the RMC comprised the following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Indrajit Banerjee;

iii. Mr. Ramesh Gehaney; and

iv. Mr. Satrajit Ray.

The Risk Management Policy of the Company is reviewed annually and it was last revised in August, 2022. 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.

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

CREDIT RATING:

During the year under review, 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 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 critical matters 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 account 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 Internal Audit Charter, which is reviewed by the Audit Committee, annually.

The IA team draws up an internal audit plan before 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, internal audit 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, and the Director and Chief Operating 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.

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.

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 2022-23 forms part of this Annual Report.

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").

agriculture oriented initiatives, providing community facilities, etc. As part of its CSR initiatives, the Company has also undertaking the responsibility of upgrading the Sevak Trust Balwadi. The land parcel admeasuring 6,000 sq. mtr. was purchased in June 2022 at Waluj, Aurangabad and construction of new school premises has been initiated in the financial year under review. The upgraded Balwadi will be equipped with latest infrastructure and learning tools for primary education.

Salient features of the CSR Policy, are available on the Company''s website at https://www.endurancegroup. com/wp-content/uploads/2022/1 1 /Corporate-Social-Responsibility-Policy.pdf. 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 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 2022-23 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 '' 110.26 million for the financial year 2022-23, 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 2022-23, and all of these activities were as per Schedule VII to the Act and the CSR Policy of the Company:

1. Village Development Project;

2. Setting up and running of Vocational Training Centre; and

3. Purchase of land parcel for construction of new building of Sevak Trust Balwadi and recurring expenses for running the school on existing premises taken on rent.

The total amount spent by the Company, during the financial year 2022-23 towards approved CSR projects and programmes was '' 112.67 million, which included administrative overheads, as against the budget of '' 110 million towards CSR expenses.

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.

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 8^th February, 2023.

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 as Annexure 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 under the aegis of Sevak Trust, with whom it has been associated for more than a decade. The CSR projects and programmes recommended by the CSR Committee and approved by the Board 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

AUDITORS:

Statutory Auditors

Based on the recommendation of the Board, the Members of the Company at their Twenty Third AGM held on 24^th August, 2022, 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 was from the conclusion of the Twenty Third AGM held in the year 2022 till the conclusion of the Twenty Eighth AGM to be held in the year 2027, covering financial years from 2022-23 to 2026-27.

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, 2023. The Auditors Reports for the financial year ended 31^st March, 2023 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 2023-24. The remuneration proposed is '' 450,000 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 2022-23.

The Secretarial Audit report for the financial year 2022-23 is set out as Annexure III to this Report. The said report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

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 that have been 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 determination of Materiality of Subsidiaries
10.	Policy for Determination of Materiality of and Dealing with Related Party Transactions
11.	Policy for Determination of Materiality of Events / 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 therefor 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 period from 1^st April, 2022, till the date of this Report, the following policies were revised:

Sr. No.	Name of Policy	Revised effective
1.	Policy for Determination of Materiality of Event / Information
2.	Archival Policy for disclosures to Stock Exchanges	29 April, 2022
3.	Nomination and Remuneration Policy ("NR Policy")	19th May, 2022 and later on 18th April, 2023
4.	Risk Management Policy	10th August, 2022
5.	Corporate Social Responsibility Policy ("CSR Policy")	7th November, 2022

Sr.	Name of Policy	Revised
No.		effective
6.	Fraud Prevention and Detection Policy
7.	Code of Conduct for Directors and Senior Management Personnel	8th February, 2023
8.	Code of Practices and Procedures
	for Fair disclosure of Unpublished Price Sensitive Information

The Board of Directors, at its meeting held on 7^th November, 2022 has approved the revised CSR Policy of the Company to align it with "National Guidelines on Responsible Business Conduct" ("NGRBC") issued by the Ministry of Corporate Affairs and based on the recommendation made by the Corporate Social Responsibility ("CSR") Committee at its meeting held on 7^th November, 2022. Kindly refer Annexure II for salient features of the CSR Policy enumerated in the Annual Report on Corporate Social Responsibility activities.

Further, based on the recommendation of Nomination and Remuneration Committee, the NR Policy was revised by the Board, at its meeting held on 18^th April, 2023. 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.

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 advanced any loans or given guarantees covered under the provisions of Section 1 86 of the Act. Particulars of investments form part of the notes to financial statements. Kindly refer notes nos. 4, 4A and

4B of the standalone financial statements for the details of investments made by the Company as on 31^st March, 2023.

FIXED 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, 2023 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. The Audit Committee

reviews, on a quarterly basis, the details of the RPTs entered pursuant to the aforementioned omnibus approval.

Particulars of RPTs entered during the year 2022-23

During the financial year, 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, 2023 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 aforementioned POSH Policy. As per 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.

During the year under review, three complaints were received by the IC under the POSH Policy. Out of three complaints, one has been satisfactorily resolved, and inquiry and investigation of the other two complaints has been completed and IC is in the process of concluding the same.

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 (Aurangabad, Maharashtra), Chakan (Dist. Pune, Maharashtra) and Pantnagar (Uttarakhand), out of which eight agreements were due for renewal during the period under review and were accordingly executed.

INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and 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, 2023.

The Company has uploaded details of unpaid and unclaimed dividend amounts lying with the Company as on 15^th December, 2022, 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:
Financial Year	Date of declaration of dividend/ interim dividend	Amount of unpaid dividend as on 31st March, 2023 (in '')	Due date for transfer to IEPF
2016-17	28th July, 2017	47,632.50	31st August, 2024
2017-18	6th September, 2018	41,592.00	11th October, 2025
2018-19	8th August, 2019	45,325.50	12th September, 2026
2019-20	3rd March, 2020	122,100.00	7th April, 2027
2020-21	25th August, 2021	45,145.00	24th September, 2028
2022-23	24th August, 2022	53,236.00	23rd September, 2029

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.

For and on behalf of the Board

Soumendra Basu

Chairman

Date: 17^th May, 2023 DIN 01125409

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Mar 31, 2022

Your Directors present herewith the Twenty Third Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31^st March, 2022.

SUMMARISED STATEMENT OF PROFIT AND LOSS:

'' in million
	Standalone		Consolidated
Particulars	Financial Year 2021-22	Financial Year 2020-21	Financial Year 2021-22	Financial Year 2020-21
Revenue from operations	56,970.87	47,730.30	75,491.40	65,470.18
Other income	243.94	135.53	410.38	307.13
Total income	57,214.81	47,865.83	75,901.78	65,777.31
Raw Material Cost	37,583.26	29,693.55	44,201.44	35,705.58
Employee Benefit expenses	2,903.13	2,865.60	6,943.58	6,760.57
Finance cost	18.20	47.97	63.54	137.59
Depreciation	2,037.38	2,034.15	3,817.26	3,991.38
Other expenses	9,197.90	7,855.33	14,700.00	12,601.92
Total expenditure	51,739.87	42,496.60	69,725.82	59,197.04
Profit before exceptional items and tax	5,474.94	5,369.23	6,175.96	6,580.27
Exceptional Items	314.50	112.25	314.50	112.25
Profit before tax	5,160.44	5,256.98	5,861.46	6,468.02
Net Tax expense	1,343.01	1,334.99	1,254.37	1,272.33
Net profit for the year	3,817.43	3,921.99	4,607.09	5,195.69

DIVIDEND:

The Board of Directors, at its meeting held on 19^th May, 2022, has recommended dividend of '' 6.25 per equity share of '' 10 each (@ 62.5%) (previous year '' 6.00 per equity share), for the financial year 2021-22, for consideration of the Members at the ensuing Twenty Third Annual General Meeting ("AGM").

The dividend, if approved by the Members, will result in an outgo of '' 879.14 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 2021-22.

The policy is placed on the Company''s website www.endurancegroup.com/investor-relations.

Amount proposed to be transferred to reserves

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

COMPANY''S PERFORMANCE:

During the year under review, the Company posted a total income of '' 57,214.81 million on a standalone basis as against '' 47,865.83 million in the previous year. The total income on a consolidated basis was '' 75,901.78 million compared to '' 65,777.31 million in the previous year. The Company''s total income on standalone and consolidated basis grew by 19.5% and 15.4%, respectively.

The performance of the auto industry reflected a negative sentiment, reporting a de-growth of 2.7% in the sales of two wheelers, while three-wheeler sales increased significantly by 24.2%. First quarter of the financial year 2021-22 witnessed prolonged suspension of operations due to the COVID-19 pandemic and low offtake by Original Equipment Manufacturers ("OEMs") as distribution networks were impacted due to second and third waves of the pandemic. Further, shortage of semiconductor chips also significantly impacted production of vehicles.

The profit after tax reduced by 2.7% in the financial year 2021-22 at '' 3,817.43 million as against '' 3,921.99 million in the previous year, on standalone basis; while consolidated profit after tax de-grew by 11.33% at '' 4,607.09 million as against '' 5,195.69 million in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Listing Regulations and Section 129 of the Companies Act, 2013 ("Act") read with the rules issued thereunder, consolidated financial statements of the Company for the financial year 2021-22 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 seven subsidiaries as on 31^st March, 2022 and as on the date of this Report, as tabulated below. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Details of the subsidiary companies and their performance are covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

Sr. no.	Name of subsidiary	Brief particulars
1.	Endurance Overseas Srl, Italy ("EOSrl")	A special purpose vehicle (SPV) and direct subsidiary of the Company located in Turin, Italy
2.	Endurance SpA, Italy	An operating step-down subsidiary of the Company having plants in Lombardore and Chivasso, Italy
3.	Endurance Engineering Srl, Italy	An operating step-down subsidiary of the Company having a plant in Turin, Italy
4.	Endurance Castings SpA, Italy	An operating step-down subsidiary of the Company having a plant in Bione, Italy
5.	Endurance Adler SpA, Italy	An operating step-down subsidiary of the Company having a plant in Rovereto, Italy
6.	Veicoli Srl, Italy	An operating step-down subsidiary of the Company having an office in Turin, Italy
7.	Endurance GmbH, Germany (formerly known as Endurance Amann GmbH)	An operating direct subsidiary of the Company having plants in Massenbachhausen, Germany

There has been no material change in the nature of the business of the subsidiaries. During the year under review:

1. The shareholding pattern of Endurance Adler SpA

("EASpA") underwent change as follows:

i. EASpA increased its paid-up share capital to Euro 840,000 from Euro 120,000. The increase was effective 26^th May, 2021 and the entire increase in share capital was subscribed by EOSrl. Consequent thereto, EOSrl held 99.86% (838,800 shares of Euro 1 each) of the share capital of EASpA and the balance 0.14% (1,200 shares of Euro 1 each) was held by Amfin Holding SpA ("Amfin")

ii. On 28^th March, 2022, Amfin transferred its holding of 1,200 shares to EOSrl. Pursuant thereto, EOSrl holds 100% share capital of EASpA.

2. EOSrl acquired 100% stake in Veicoli Srl, Italy ("Veicoli") for Euro 700,000 on 12^th November, 2021. Subsequently on 14^th December, 2021, share capital of Veicoli was increased to Euro 500,000 from Euro 470.59. The increase in share capital of Euro 499,529.41 was subscribed by EOSrl.

Veicoli provides a software platform to companies that operate fleets of commercial and passenger vehicles. Veicoli, as a fleet management service provider and through its software platform, enables fleet operators increase efficiency of routes and movement of vehicles thereby improving cost of fuel consumption, maintenance and use of vehicles through screening engine parameters and driving style from a safety perspective.

I n 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 www.endurancegroup.com/investor-relations.

SHARE CAPITAL:

The paid-up equity share capital as on 31^st March, 2022, was '' 1,406,628,480. There was no public issue, rights issue, bonus issue or preferential issue, during the financial year under review. The Company has not issued shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor issued any convertible securities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directorate

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

(i) Mr. Anurang Jain was re-appointed as Managing Director of the Company for a period of five years with effect from 1^st April, 2021; and

(ii) Mr. Anant Talaulicar was appointed as an Additional Director (in the capacity as an Independent Director) of the Company for a term of five consecutive years with effect from 12^th July, 2021. His appointment as an Independent Director has been approved by the Members in the Twenty Second AGM of the Company held on 25^th August, 2021.

Brief profile of the directors appointed/ re-appointed during the year under review and till the date of this Report, is given below.

Mr. Anurang Jain

Mr. Anurang Jain (DIN 00291662), promoter director has been the Managing Director of the Company since its incorporation in December, 1999. He has over three decades of experience in the automobile components industry.

He is a first generation entrepreneur with sharp business acumen, in-depth knowledge of auto industry and strong focus on profitable growth. He has been instrumental in driving the Company towards exponential growth in becoming one of the leading Tier-1 auto component manufacturing companies of India.

He effectively manages the multi-product portfolio of the Company comprising aluminium die-castings, suspension, braking systems and transmission components, with operations spread across nineteen plants pan India. He also oversees the operations of seven subsidiaries in Europe operating through nine manufacturing facilities in Italy and Germany. The Group caters to all marquee OEM customers in the auto industry having base in India and Europe. The Company has strong aftermarket sales services in both domestic and overseas markets.

Mr. Jain drives technological upgradation to maintain competitive edge and sustainable growth. He has been instrumental in setting up in-house Research & Development centres for all its product segments which are also strongly supported by inputs from global leaders through technology and know-how transfers, and collaboration for joint-development. These R&D centres are approved by Department of Scientific and Industrial Research (DSIR).

Appointment of Mr. Anurang Jain as Managing Director for a period of five years with effect from 1^st April, 2021 has been approved by the Members through postal ballot conducted via remote e-voting, which concluded on 4^th June, 2021.

Mr. Anant Talaulicar

Mr. Anant Talaulicar (DIN 00031051) has a Master''s degree in Mechanical Engineering from the University of Michigan, USA and a Master''s degree in Business Administration from Tulane University, Louisiana, USA. He has graduated in Mechanical Engineering from Mysore University, India.

He has more than three decades of experience serving in multifaceted leadership roles in Cummins group, both in the United States of America (USA) and in India. Having worked in the USA for sixteen years as a financial analyst, manufacturing engineer, project manager, product manager, strategy manager, he took on various general management positions. Thereafter, he returned to India in March, 2003 as Joint Managing Director of Cummins India Limited. During his tenure with Cummins group, he has served as member of the Cummins Inc. global leadership team, Chairman & Managing Director of the Cummins Group in India, and the President of the Cummins Inc. Components Group. He has also served as the Managing Director of Tata Cummins Private Limited, a 50:50 joint venture between Cummins Inc. and Tata Motors Limited. He has chaired the boards of four other Cummins legal entities in India as well.

He has served as a member in committees of the Confederation of Indian Industry (CII), Society of Indian Automobile Manufacturers (SIAM) and Automobile Components Manufacturers Association (ACMA) in the past.

At present, Mr. Talaulicar is a Director on the board of various public limited and public listed companies including as an Independent director in KPIT Technologies Limited, Everest Industries Limited, Birlasoft Limited, India Nippon Electricals Limited and The Hi-Tech Gears Limited. Aside from his board and various trust memberships, he is a part time advisor and lecturer at the S. P. Jain Institute of Management and Research, Mumbai.

Re-appointment of Independent Director(s) for a second term

Pursuant to Section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 ("Rules"), Mr. Soumendra Basu, Mr. Roberto Testore and Ms. Anjali Seth were appointed as Independent Directors on the Board, by the Members at the Seventeenth Annual General Meeting of the Company, held on 3^rd August, 2016 for a term of five consecutive years with effect from 10^th June, 2016.

Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the

performance evaluation of these Independent Directors, the Board recommended that their continued association as Independent Directors would be in the interest of the Company. Considering the knowledge, acumen, expertise and experience of these directors in their respective fields and the contributions made by them during their tenure as an Independent Director, the Board of Directors has appointed them for a second term of five consecutive years, commencing from 10^th June, 2021 up to and including 9^th June, 2026.

Pursuant to Regulation 17(1A) of the Listing Regulations, the Members have also accorded consent by way of a special resolution for Mr. Soumendra Basu to continue as Director and Chairman on the Board of the Company, after he has attained the age of seventy five years on 19^th November, 2024, during his second term of appointment. The Board recommended his continuation beyond the above-mentioned period, as the Company believes that it shall immensely benefit with his continued association on account of his rich experience, multifaceted role as member of various committees of the Board and especially his guidance and support as Chairman of the Board.

Appointment of the Independent Directors has been approved by the Members through portal ballot conducted via remote e-voting, which concluded on 4^th June, 2021.

The composition of the Board of the Company, as on the date of this Report is as follows:
Sr. No.	Name of Director	DIN	Position
1.	Mr. Soumendra Basu	(DIN 01125409)	Chairman (Non-executive, Independent)
2.	Mr. Anurang Jain	(DIN 00291662)	Managing Director (Executive)
3.	Mr. Roberto Testore	(DIN 01935704)	Independent Director (Non-executive)
4.	Mr. Ramesh Gehaney	(DIN 02697676)	Director and Chief Operating Officer (Executive)
5.	Mr. Satrajit Ray	(DIN 00191467)	Director and Group Chief Financial Officer (Executive)
6.	Ms. Anjali Seth	(DIN 05234352)	Independent Director (Non-executive)
7.	Mr. Massimo Venuti	(DIN 06889772)	Director (Non-executive)
8.	Mrs. Varsha Jain	(DIN 08947297)	Director and Head - CSR and Facility Management (Executive)
9.	Mr. Indrajit Banerjee	(DIN 01365405)	Independent Director (Non-executive)
10.	Mr. Anant Talaulicar	(DIN 00031051)	Independent Director (Non-executive)

Retirement of directors by rotation

In terms of Section 152(6) of the Act, Mr. Satrajit Ray, Director and Chief Financial Officer (DIN 00191467), 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.

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:

i. Mr. Anurang Jain, Managing Director;

ii. Mr. Ramesh Gehaney, Director and Chief Operating Officer (Whole Time Director);

iii. Mr. Satrajit Ray, Director and Group Chief Financial Officer (Chief Financial Officer);

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).

There has been no change in the Key Managerial Personnel during the year under review.

Board of Directors and its Committees

During the financial year under review, the Board met seven times. A detailed update on the Board, its composition and attendance of the Directors at each meeting is provided in the Corporate Governance 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 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 2021-22 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. i n the preparation of the annual accounts for the year ended 31^st March, 2022, 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. t he directors have prepared the annual accounts on a going concern basis;

v. t he 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.

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 2021-22.

The Board took on record declaration and confirmation 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 the 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 Rules, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by IICA. The 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. The 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 qualification and vast experience in varied fields helps 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 sub-section (3) of Section 178 of the Act, adopted by the Board, forms part of the Corporate Governance report.

The policy was last revised by the Board at its meeting held on 19^th May, 2022 and pursuant to the Listing Regulations is also placed on the Company''s website at www.endurancegroup.com/investor-relations.

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 www.endurancegroup.com/investor-relations.

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 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 2021-22:

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and applicable Secretarial Standards. 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 held at a shorter notice, it is conducted with the permission of at least one independent director. 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 1 77 of the Act and Regulation 18 of the Listing Regulations.

As on 31^st March, 2022, the Committee comprised the following directors as its members:

i. Mr. Indrajit Banerjee, Chairman;

ii. Mr. Soumendra Basu; and

iii. Ms. Anjali Seth.

All of 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 Statutory Auditors and the Chief Internal Auditor to attend meetings of the Committee.

Mr. Sunil Lalai, Company Secretary and Executive vice President - Legal acts as Secretary to the Committee.

Information relating to changes in the composition of the Committee during the year under review form part of the Corporate Governance report.

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, 2022, 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.

RISK MANAGEMENT COMMITTEE:

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

As on 31^st March, 2022, the RMC comprised the following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Indrajit Banerjee;

iii. Mr. Ramesh Gehaney; and

iv. Mr. Satrajit Ray.

The Risk Management Policy of the Company was last reviewed and revised in August,

2021 and is placed on the Company''s website www.endurancegroup.com/investor-relations.

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 dynamic in nature and is reviewed periodically by the respective functions. 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.

Information relating to changes in the composition of the Committee during the year under review form part of the Corporate Governance report.

CREDIT RATING:

During the year under review, CRISIL Ratings Limited (a subsidiary of CRISIL Limited), a credit rating agency registered with the SEBI, has upgraded the rating for long-term bank credit facilities and reaffirmed the rating for short-term bank credit facilities / Commercial Papers as CRISIL AA /Stable and CRISIL A1 , respectively. ICRA Limited, a credit rating agency registered with SEBI 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 critical matters 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 account 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 Internal Audit Charter which is reviewed by the Audit Committee, annually.

The IA team draws up an internal audit plan before 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, internal audit 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, and the Director and Chief Operating 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.

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 to 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.

BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34(2) of the Listing Regulations, a Business Responsibility Report for the financial year 2021-22 forms part of this Annual Report.

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 PIT Code was last revised by the Board of Directors at its meeting held on 23^rd April, 2021 to align the disclosure formats with those notified the SEBI circular bearing reference no. SEBI/ HO/ ISD/ ISD/ CIR/ P/2021/19 dated 9^th February, 2021.

The UPSI Code documents the manner of disseminating Unpublished Price Sensitive Information (UPSI) for making it accessible to the public on non-discriminatory basis.

Any information is determined to be UPSI, based on the principles enumerated in the Company''s Policy on Determination of Materiality of Event / Information.

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 1 34(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure 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 has undertaken CSR projects under the aegis of Sevak Trust, with whom it has been associated for more than a decade. The CSR projects and programmes recommended by the CSR Committee and approved by the Board are aimed towards enhancing

employability by imparting skill-building vocational training to unemployed youth and undertake 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. As part of its CSR initiatives, the Company has also undertaken the responsibility of upgrading the Sevak Trust Balwadi. During the year under review, the relief measures continued to be undertaken to mitigate the impact of COvID-19. The COvID care centre was functioning intermittently during the year during the resurgence of Delta and Omicron variants of COvID-19. Apart from the above, two atmospheric water harvesting machines were installed in close proximity to the Company''s plants in Waluj. These units could provide a solution to overcome the problem of water scarcity, especially for villages lacking natural water sources.

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 Director and Group Chief Financial Officer of the Company has provided requisite certificate that the funds disbursed by the Company to Sevak Trust and for other CSR activities during the financial year 2021-22 have been utilised for the respective purposes and in the manner as approved by Board.

Expenditure towards CSR activities

As per the requirements under the Act, the Company earmarked an amount of '' 111.11 million for the financial year 2021-22, 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 2021-22, and all of these activities were as per Schedule vII to the Act and the CSR Policy of the Company:

1. village Development Project ("vDP");

2. Setting up and running of vocational Training Centre ("vTC");

3. Running of Sevak Trust Balwadi ("Balwadi");

4. Relief measures relating to COvID -19 pandemic; and

5. Setting up of two atmospheric water harvesting machines.

The total amount spent by the Company, during the financial year 2021-22 towards approved CSR projects and programmes was '' 112.68 million, which included administrative overheads, as against the budget of '' 111.10 million towards CSR expenses.

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.

AUDITORS:

Statutory Auditors

The Members of the Company at their Eighteenth Annual General Meeting ("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 from the conclusion of Eighteenth AGM till the conclusion of Twenty Third AGM of the Company.

The Board has recommended re-appointment of SRBC as the Statutory Auditors of the Company, based on the recommendation of the Audit Committee, for a second term of five consecutive years from the conclusion of the Twenty Third AGM to be held in the year 2022 till the conclusion of the Twenty Eighth AGM to be held in the year 2027, covering financial years from 2022-23 to 2026-27, for approval of Members 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, 2022. The Auditors Reports for the financial year ended 31^st March, 2022 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 2022-23. The remuneration proposed is '' 450,000 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 2021-22.

The Secretarial Audit report for the financial year 2021-22 is set out as Annexure III to this Report. The said report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

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 that have been 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 determination of Materiality of Subsidiaries

10. Policy for Determination of Materiality of and Dealing with Related Party Transactions

11. Policy for Determination of Materiality of Events/ 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 therefor 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 period from 1^st April, 2021, till the date of this Report, the following policies were revised:

Sr. No.	Name of Policy	Revised effective
1.	Corporate Social Responsibility Policy	SO CO o_
2.	Code of Conduct for Prevention of Insider Trading	April, 2021
3.	Risk Management Policy
4.	vigil Mechanism-cum-Whistle Blower Policy	11th August, 2021
5.	Policy for Preservation of Documents
6.	Policy for Determining Material Subsidiaries
7.	Fraud Prevention and Detection Policy	11th November, 2021
8.	Policy on Determining Materiality of and Dealing with Related Party Transactions	8th February, 2022
9.	Policy for Determination of Materiality of Event / Information	29th April, 2022
10.	Nomination and Remuneration Policy	19th May, 2022

The Board of Directors, at its meeting held on 23^rd April, 2021, has approved the revised CSR Policy of the Company pursuant to the amendments notified vide the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22^nd January, 2021 ("CSR Amendment Rules") and based on the recommendation made by the Corporate Social Responsibility ("CSR") Committee at its meeting held on 8^th March, 2021. The revisions to the CSR Policy are made to align the same with the provisions of CSR Amendment Rules. Kindly refer Annexure II for salient features of the CSR Policy enumerated in the Annual Report on Corporate Social Responsibility activities.

Further, based on the recommendation of Nomination and Remuneration Committee, the NR Policy was revised by the Board, at its meeting held on 19^th May, 2022. Certain sections of the NR Policy were redrafted to align with the practice being followed by the Company for appointment of directors and their evaluation.

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 advanced any loans or given guarantees covered under the provisions of Section 186 of the Act. Particulars of investments form part of the notes to financial statements. Kindly refer notes no. 4, 4A and 4B of the standalone financial statements for the details of investments made by the Company as on 31^st March, 2022.

FIXED 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 policy in terms of Regulation 22 of the Listing Regulations for directors and employees. During the year under review, the nomenclature of the said policy was revised to vigil Mechanism-cum-Whistle Blower Policy. The objective of this policy is to create a window 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 ("Codes of Conduct") and to report the same to the Ombudsman appointed under the same 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 www.endurancegroup.com/investor-relations.

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, 2022 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. The Audit Committee reviews, on a quarterly basis, the details of the RPTs entered pursuant to the aforementioned omnibus approval.

Particulars of RPTs entered during the year 2021-22

During the financial year, 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 www.endurancegroup.com/investor-relations.

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, 2022 shall be available on the Company''s website: www.endurancegroup.com/investor-relations.

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 aforementioned POSH Policy. As per 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.

During the year under review, four complaints were received by the IC under the POSH Policy and three of them were satisfactorily resolved. The inquiry and investigation of one complaint has been completed and the IC is in the process of concluding the same.

INDUSTRIAL RELATIONS:

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

The Company entered into following wage agreements during the financial year 2021-22:

1. Agreement executed on 25^th September, 2021 with Maharashtra Rajya Kamgar Sanghatna for the Company''s plant located at B-1/3, Chakan, Pune. The agreement is effective from 1^st August, 2021 to 31^st January, 2025.

2. Agreement executed on 17^th December, 2021 with Endurance Technologies Workers Union for the Company''s plant located at Pantnagar. The agreement is effective from 1^st October, 2021 to 30^th September, 2025.

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 (Aurangabad, Maharashtra), Chakan (Dist. Pune, Maharashtra) and Pantnagar (Uttarakhand).

INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and 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, 2022.

The Company has uploaded details of unpaid and unclaimed dividend amounts lying with the Company as on 15^th December, 2021, on the Company''s website www.endurancegroup.com/investor-relations and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

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

Financial Year	Date of declaration of dividend/ interim dividend	Amount of unpaid dividend as on 31st March, 2022 (in '')	Due date for transfer to IEPF
2016-17	28th July, 2017	47,632.50	31st August, 2024
2017-18	6th September, 2018	41,592.00	11th October, 2025
2018-19	8th August, 2019	45,364.00	12th September, 2026
2019-20	3rd March, 2020	122,853.50	7th April, 2027
2020-21	25th August, 2021	45,487.00	24th September, 2028

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation towards the commitment, hard work and support of all its employees and workmen during the year especially during the challenging and difficult times of unprecedented pandemic.

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.

For and on behalf of the Board Soumendra Basu

Chairman

Date: 19^th May, 2022 DIN 01125409

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Mar 31, 2021

Your Directors present herewith the Twenty Second Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31^st March, 2021.

SUMMARISED STATEMENT OF PROFIT AND LOSS:

'' in million
Particulars	Standalone		Consolidated
	Financial Year 2020-21	Financial Year 2019-20	Financial Year 2020-21	Financial Year 2019-20
Revenue from operations	47,730.30	49,385.69	65,470.18	69,177.07
Other income	135.53	361.88	307.13	475.97
Total income	47,865.83	49,747.57	65,777.31	69,653.04
Raw Material Cost	29,693.55	30,473.23	35,705.58	37,352.08
Employee Benefit expenses	2,865.60	2,961.28	6,760.57	6,773.25
Finance cost	47.97	108.15	137.59	175.39
Depreciation	2,034.15	1,992.48	3,991.38	4,142.83
Other expenses	7,855.33	8,528.02	12,601.92	13,744.03
Total expenditure	42,496.60	44,063.16	59,197.04	62,187.58
Profit before exceptional items and tax	5,369.23	5,684.41	6,580.27	7,465.46
Exceptional Items	112.25	-	112.25	-
Profit before tax	5,256.98	5,684.41	6,468.02	7,465.46
Net Tax expense	1,334.99	1,407.49	1,272.33	1,810.12
Net profit for the year	3,921.99	4,276.92	5,195.69	5,655.34

DIVIDEND:

The Board of Directors, at its meeting held on 19^th May, 2021, recommended a dividend of '' 6 per equity share of '' 10 each (@ 60%) (previous dividend was interim dividend of '' 5.50 per equity share declared in the FY 2019-20), for the financial year 2020-21, for consideration of the shareholders at the ensuing Twenty Second Annual General Meeting ("AGM").

The dividend, if approved by the shareholders, will result in an outgo of '' 843.98 million.

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

Dividend Distribution Policy

This policy is effective from 26^th August, 2016 and 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 2020-21.

The policy is placed on the Company''s website www.endurancegroup.com/investor-relations.

Amount proposed to be transferred to reserves

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

COMPANY''S PERFORMANCE:

During the year under review, the Company posted a total income of '' 47,865.83 million on a standalone basis as against '' 49,747.57 million in the previous year. The total income on a consolidated basis was '' 65,777.31 million compared to '' 69,653.04 million in the previous year. The Company''s total income on standalone and consolidated basis de-grew by 3.8% and 5.6%, respectively. This primarily was on account of deceleration of automotive industry as a result of the nationwide lockdown since March, 2020 due to COVID-19 pandemic. The manufacturing activities and supply chain across the country were disrupted on account of such lockdowns announced to curb the spread of COVID-19. This resulted in tepid demand until almost the end of second quarter of the financial year. The demand, however, surged in the subsequent quarters achieving record sales in the last two quarters of the financial year 2020-21. Despite a challenging market environment, the Company recorded a ''better than industry'' performance.

The profit after tax decreased by 8.3% in the financial year 2020-21 at '' 3,921.99 million as against '' 4,276.92 million

in the previous year, on standalone basis, while consolidated profit after tax de-grew by 8.1% at '' 5,195.69 million as against '' 5,655.34 million in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Listing Regulations and Section 129 of the Companies Act, 2013 ("Act") read with the rules issued thereunder, consolidated financial statements of the Company for the financial year 2020-21 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:

Following corporate actions were initiated with respect to Company''s subsidiaries in Italy during the financial year.

A. Acquisition of Adler SpA, Italy by Endurance Overseas Srl, Italy

Endurance Overseas Srl, Italy ("EOSrl"), a direct subsidiary of the Company, purchased controlling equity stake of 99% in Adler SpA, Italy and the name of the entity was subsequently changed to Endurance Adler SpA ("EA SpA"). The effective date of acquisition was 15^th April, 2020. For details relating to assets and liabilities acquired and the purchase consideration paid by EOSrl, kindly refer note 26(c) of the consolidated financial statements.

Adler is a leader in systems solutions for clutches, gears and friction plates with niche in R&D, engineering services and product development for OEM customers in Europe. Their new product technologies and technical strength will provide an impetus to scale up technology for transmission segment. Adler has been a long term technology provider to the Company.

At the time of acquisition, EA SpA had two wholly-owned subsidiaries, viz. Adler RE Srl, Italy and VS San Marino Srl, San Marino.

B. Acquisition of Grimeca Srl, Italy by Endurance Adler SpA, Italy

Endurance Adler SpA, Italy ("EA SpA") acquired 100% stake in Grimeca Srl, Italy ("Grimeca") on 21^st May, 2020. In addition to the stake in Grimeca''s capital, EA SpA also acquired its technical know-how and

intellectual property rights, and the "G Grimeca" brand. For details relating to assets and liabilities acquired and the purchase consideration paid by EA SpA, kindly refer note 26(c) of the consolidated financial statements.

Grimeca offers advanced service solutions relating to design and development of new braking products for motorcycle and light vehicles, including ''co-design'' with OEM customers. Grimeca has been a technology provider for braking solutions to the Company since 2015. This strategic acquisition aims to strengthen technological prowess of the Company in the area of braking systems.

C. Merger of Adler RE Srl, Italy and Grimeca Srl, Italy with Endurance Adler SpA, Italy

The Company''s two step down subsidiaries in Italy, viz. Adler RE Srl ("Adler RE") and Grimeca Srl ("Grimeca") merged with and into Endurance Adler SpA ("EA SpA") with effect from 1^st January, 2021. EA SpA is a subsidiary of Endurance Overseas Srl, Italy (a direct subsidiary of the Company) ("EOSrl"). EOSrl holds 99% of the share capital of EA SpA. Adler RE and Grimeca were wholly owned subsidiaries of EA SpA. The merger has been done with an aim to simplify the corporate structure and to derive synergies from consolidated operations.

D. I ncrease in share capital of Endurance Adler SpA, Italy

The shareholders of Endurance Adler SpA, Italy in their meeting held on 26^th May, 2021, have recorded their decision for increase in its paid-up share capital to Euro 840,000 from Euro 120,000. The increase in share capital is by issue of 720,000 new shares of Euro 1 each.

The Company has following subsidiaries as on the date of report:

1. Endurance Overseas Srl, Italy:

A special purpose vehicle (SPV) and direct subsidiary of the Company located in Turin, Italy;

2. Endurance SpA, Italy:

An operating step-down subsidiary of the Company having plants in Lombardore and Chivasso, Italy;

3. Endurance Engineering Srl, Italy:

An operating step-down subsidiary of the Company having a plant in Turin, Italy;

4. Endurance Castings SpA, Italy:

An operating step-down subsidiary of the Company having a plant in Bione, Italy;

5. Endurance Adler SpA, Italy:

An operating step-down subsidiary of the Company having a plant in Rovereto, Italy; and

6. Endurance Amann GmbH, Germany:

An operating step-down subsidiary of the Company having plants in Massenbachhausen, Germany.

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 www.endurancegroup.com/investor-relations.

Details of the subsidiary companies and their performance are covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

SHARE CAPITAL:

The paid-up equity share capital as on 31^st March, 2021, was '' 1,406,628,480. There was no public issue, rights issue, bonus issue or preferential issue, etc., during the financial year under review. The Company has not issued shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor issued any convertible securities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Tribute to Late Mr. Partho Datta

Mr. Partho Datta, Non-executive Independent Director of the Company, passed away on 1^st May, 2021. He was associated as an Independent Director of the Company since June, 2010. During his tenure he also served as Chairman of the Audit Committee and was also a member of the Nomination and Remuneration Committee and the Risk Management Committee of the Company.

During his tenure of close to eleven years on the Board, the Company immensely benefitted from his deep knowledge and experience of finance and accounts, business and strategy. Apart from being an active member of the Board and Committees of the Board, he helped the Company build and mature its systems and processes by actively participating in internal reviews with senior management of the Company and providing constructive feedback.

The Board acknowledges his valuable contribution and guidance in shaping governance, internal controls, and systems and processes in the organisation.

Changes in Directors

The following were the changes in the Board of Directors and Key Managerial Personnel during the year under review and till the date of this report:

(i) Mr. Naresh Chandra, resigned as Chairman and Non-executive Director of the Company with effect from 10^th November, 2020;

(ii) Mr. Soumendra Basu was appointed as Chairman of the Board with effect from 10^th November, 2020;

(iii) Mrs. Varsha Jain was appointed as an additional director in executive capacity for a term of five years with effect from 10^th November, 2020. She was designated as Director and Head - CSR and Facility Management and being an Executive Director, she was appointed as Key Managerial Personnel of the Company from even date;

(iv) Mrs. Falguni Nayar, resigned as Non-executive and Independent Director of the Company with effect from 9^th February, 2021;

(v) Mr. Indrajit Banerjee was appointed as an Additional Director (in the capacity as an Independent Director) of the Company for a term of five consecutive years with effect from 9^th February, 2021;

(vi) Mr. Anurang Jain was re-appointed as Managing Director of the Company for a period of five years with effect from 1^st April, 2021; and

(vii) Mr. Anant Talaulikar was appointed as an Additional Director (in the capacity as an Independent Director) of the Company for a term of five consecutive years with effect from 12^th July, 2021.

Brief profile of the directors appointed/ re-appointed during the year under review and till the date of report, is given below.

Mrs. Varsha Jain

Mrs. Varsha Jain (DIN 08947297), holds more than two decades of experience in interior designing, landscaping and architecture. Mrs. Jain has been associated with the Company since May, 2015. Prior to her appointment as an executive director she held the position as an Executive Vice President - CSR and Facility Management of the Company. In her role, she exemplified her commitment towards the society by adopting villages in proximity to the Company''s plants. Activities were undertaken to fulfil basic needs of hygiene, sanitation, provision of drinking water, education and community development. She also conceptualised the idea of Vocational Training Centre to provide skill-building training for gainful employment of youth.

Further, since March 2020, she has spearheaded a host of relief measures relating to COVID-19, which included distribution of food kits, donation of testing equipment to hospitals undertaking COVID-19 diagnosis and treatment, providing

financial assistance to families in low income groups and running a COVID-19 care centre for asymptomatic patients.

As the head of Facility Management, she also oversees the civil construction in the organisation. With a wealth of experience in interior designing, she is involved in setting up and maintenance of Company''s offices, gardens and guest houses. The Company has been consistently receiving awards for best gardens and plantation for the last several years for the Waluj, Aurangabad region.

Her appointment as an Executive Director has been approved by the Members through postal ballot conducted through remote e-voting, which concluded on 4^th June, 2021.

Mr. Indrajit Banerjee

Mr. Indrajit Banerjee (DIN 01365405), is an Associate member of the Institute of Chartered Accountants of India. He has a career spanning around forty years with experience in finance, strategy, legal, information technology, mergers & acquisitions (M&A) and general business management functions across pharmaceutical / healthcare and hydrocarbon & metal industries. He has served as Chief Financial Officer / Executive Director in companies like Ranbaxy, Lupin, Cairn India and Indian Aluminium (Indal).

With his specialisation in finance, he has managed situations of high growth, mobilised large capital investment from global investors, implemented new-age ERP systems, made major M&A transactions, restructured complex organisations to achieve efficiency in capital usage and helped organisations achieve significant cost efficiency and productivity improvement.

He is currently engaged in pharmaceutical consultancy helping pharma operators to expand their global operations.

The Board is of the opinion that Mr. Banerjee''s vast knowledge and varied experience will be of significant value to the Company and accordingly, recommended his appointment as an Independent Director of the Company, not liable to retire by rotation for a period of five consecutive years with effect from 9^th February, 2021 up to and including 8^th February, 2026, for approval of Members through postal ballot.

His appointment as an Independent Director has been approved by the Members through postal ballot conducted through remote e-voting, which concluded on 4^th June, 2021.

Mr. Anurang Jain

Mr. Anurang Jain (DIN 00291662), promoter director has been the Managing Director of the Company since its incorporation in December, 1999. He has over three decades of experience in the automobile components industry.

He is a first generation entrepreneur with sharp business acumen, in-depth knowledge of auto industry and strong focus on profitable growth. Under his leadership, the Endurance Group has grown both organically and inorganically.

He effectively manages the multi-product portfolio of the Company comprising aluminium die-castings, suspension, braking systems and transmission components, with operations spread across eighteen plants pan India. He also oversees the operations of six subsidiaries in Europe operating through nine manufacturing facilities in Italy and Germany. The Group caters to all marquee OEM customers in the auto industry having bases in India and Europe. The Company has strong aftermarket sales services in both domestic and overseas markets.

Mr. Jain drives technological upgradation to maintain competitive edge and sustainable growth. He has been instrumental in setting up in-house Research & Development ("R&D") centres for all its product segments which are also strongly supported by inputs from global leaders through technology & know-how transfers and collaboration for joint development. These R&D centres are approved by Department of Scientific and Industrial Research (DSIR).

Appointment of Mr. Anurang Jain as Managing Director for a period of five years commencing from 1^st April, 2021 has been approved by the Members through postal ballot conducted through remote e-voting, which concluded on 4^th June, 2021.

Mr. Anant Talaulicar

Mr. Anant Talaulicar (DIN 00031051) has a Master''s degree in Mechanical Engineering from the University of Michigan, USA and a Master''s degree in Business Administration from Tulane University, Louisiana, USA. He earned his Bachelor''s degree in Mechanical Engineering from Mysore University, India.

He holds more than three decades of experience serving in multifaceted leadership roles in Cummins group, both in the United States of America (USA) and in India. Having worked in the USA for sixteen years as a financial analyst, manufacturing engineer, project manager, product manager, strategy manager, he took upon various general management positions. Thereafter, he returned to India in March, 2003 as Joint Managing Director of Cummins India Limited. During his tenure with Cummins group, he has served as member of the Cummins Inc. global leadership team, Chairman & Managing Director of the Cummins Group in India, and the President of the Cummins Inc. Components Group. He has also served as the Managing Director of Tata Cummins Private Limited, a 50:50 joint venture between Cummins Inc. and Tata Motors Limited. He has chaired the boards of four other Cummins legal entities in India as well.

Apart from the above, he also holds position as a Director on the boards of various public limited and public listed companies including as an Independent director in KPIT Technologies Limited, Everest Industries Limited, Birlasoft Limited, India Nippon Electricals Limited, The Hi-Tech Gears Limited and Force Motors Limited.

He has served as a member of the Confederation of Indian Industry (CII), Society of Indian Automobile Manufacturers (SIAM) and Automobile Components Manufacturers Association (ACMA) in the past.

The Board is of the opinion that the Company will immensely benefit from Mr. Talaulicar''s vast knowledge, especially relating to auto industry and diverse experience gained from serving varied roles during his career span. He also brings on board proficiency and expertise relating to technology and research & development, strategy and planning, business management, financial acumen, governance, and human resources. Accordingly, the Board has recommended his appointment as an Independent Director of the Company, not liable to retire by rotation for a period of five consecutive years with effect from 12^th July, 2021 up to and including 11^th July, 2026, for approval of Members in the ensuing AGM of the Company scheduled on 25^th August, 2021.

Re-appointment of Independent Director(s) for a second term

Pursuant to Section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 ("Rules"), Mr. Soumendra Basu, Mr. Roberto Testore and Ms. Anjali Seth were appointed as Independent Directors on the Board, by the Members at the Seventeenth Annual General Meeting of the Company, held on 3^rd August, 2016 for a term of five consecutive years with effect from 10^th June, 2016.

Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation of these Independent Directors, the Board is of the view that their continued association as Independent Directors would be in the interest of the Company. Considering the knowledge, acumen, expertise and experience of these directors in their respective fields and the contributions made by them during their tenure as an Independent Director, the Board of Directors has appointed them for second term of five consecutive years, commencing from 10^th June, 2021 up to and including 9^th June, 2026.

Pursuant to Regulation 17(1A) of the Listing Regulations, the Members have also accorded consent by way of a Special

Resolution for Mr. Soumendra Basu to continue as Director and Chairman on the Board of the Company, after he has attained the age of seventy five years on 19^th November, 2024, during his second term of appointment. The Board recommended his continuation beyond the above-mentioned period as the Company shall immensely benefit with his continued association on account of his rich experience, multifaceted role as member of various committees of the Board and especially his guidance and support as Chairman of the Board.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations.

Their appointment as Independent Directors has been approved by the Members through portal ballot conducted through remote e-voting, which concluded on 4^th June, 2021.

Changes in directorship owing to resignation

Mr. Naresh Chandra

Mr. Naresh Chandra resigned as Chairman and Director from the Board of the Company with effect from conclusion of the Board Meeting held on 10^th November, 2020, citing reasons of his age and availability. The Board places on record its deep appreciation and gratitude for his yeomen contribution, strategic guidance and valuable advice throughout his tenure as Chairman and Non-executive Director of the Company. He had been a Chairman of the Board since the incorporation of the Company in December, 1999.

The Board also acknowledges that Mr. Naresh Chandra had played a vital role in the growth of the Company from a die-casting Company to a billion dollar "Complete Solutions" provider in its chosen product portfolio and establishing Endurance brand as a tier—I supplier in the auto component industry. The Endurance Group has immensely benefitted from his technical and managerial expertise, rich experience, business acumen and wise counsel.

Mrs. Falguni Nayar

Mrs. Falguni Nayar, Non-executive Independent Director of the Company, tendered her resignation as Director of the Company. She stepped down as a director owing to her pre-occupation and personal reasons that made it difficult to discharge her duties as a member of the Board.

The Board places on record its appreciation for Mrs. Nayar''s participation and contribution to the effective functioning of the Board.

The composition of the Board of the Company, as on the date of report i.e. 12^th July, 2021 is as follows:

Sr. No. Name of Director		Position
1.	Mr. Soumendra Basu (DIN 01125409)	Chairman (Non-executive, Independent)
2.	Mr. Anurang Jain (DIN 00291662)	Managing Director (Executive)
3.	Mr. Roberto Testore (DIN 01935704)	Independent Director (Non-executive)
4.	Mr. Ramesh Gehaney Director and Chief Operating (DIN 02697676) Officer (Executive)
5.	Mr. Satrajit Ray (DIN 00191467)	Director and Group Chief Financial Officer (Executive)
6.	Ms. Anjali Seth (DIN 05234352)	Independent Director (Non-executive)
7.	Mr. Massimo Venuti (DIN 06889772)	Director (Non-executive)
8.	Mrs. Varsha Jain (DIN 08947297)	Director and Head - CSR and Facility Management (Executive)
9.	Mr. Indrajit Banerjee (DIN 01365405)	Independent Director (Non-executive)
10.	Mr. Anant Talaulicar (DIN 00031051)	Independent Director (Non-executive)

Retirement of directors by rotation

In terms of Section 152(6) of the Act, Mr. Ramesh Gehaney, Director (DIN 02697676), retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. 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:

i. Mr. Anurang Jain, Managing Director;

ii. Mr. Ramesh Gehaney, Director and Chief Operating Officer (Whole Time Director);

iii. Mr. Satrajit Ray, Director and Group Chief Financial Officer (Chief Financial Officer);

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).

* Mrs. Varsha Jain, was appointed as Executive Director, and designated as Director and Head - CSR and Facility Management, with effect from 10^h November, 2020.

Board of Directors and its Committees

During the financial year under review, the Board met four times. A detailed update on the Board, its composition and attendance of the Directors at each meeting is provided in the Corporate Governance 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 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 2020-21 and attendance of members at each meeting, forms part of the Corporate Governance report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Directors, based on the representation received from the management, confirm that:

i. i n the preparation of the annual accounts for the year ended 31^st March, 2021, 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. t he 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.

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 2020-21.

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

In terms of the amended Companies (Appointment and Qualification of Directors) Rules, 2014, an independent director is required to apply online to the Indian Institute of Corporate Affairs 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. All Independent Directors of the Company have submitted declaration of compliance in this regard.

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

The Board is of the opinion that 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 qualification and vast experience in varied fields helps 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:

The Nomination and Remuneration Policy, framed and adopted by the Board at its meeting held on 10^th June, 2016, was last revised by the Board at its meeting held on 10^th November, 2020. This is also placed on the Company''s website at www. endurancegroup.com/investor-relations. In terms of Section 178 of the Act, the scope of the policy covers directors, key

managerial personnel and senior management employees 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 employees 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 sub-section (3) of Section 178 of the Act, adopted by the Board, forms part of the Corporate Governance report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

In compliance with the provisions of Section 178 of the Act, Nomination and Remuneration Policy ("NR Policy") of the Company, inter alia, specifies that the Board will conduct performance evaluation of the Board as a whole and its Committees and the individual Directors. Performance evaluation of Directors shall be done by the entire Board (excluding the director being evaluated). The Nomination and Remuneration Committee shall continue to be 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 www.endurancegroup.com/investor-relations.

Performance of the Board is evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, its contribution in effective management of the Company, etc. Based on the assessment, observations on the performance of Board are discussed and key action areas for the Board, Committees and Directors are noted.

During the period under review, the annual performance evaluation of the Board, its Committees and individual Directors for the financial year ended 31^st March, 2021 was conducted by the Board, at its meeting held on 23^rd April, 2021.

Information and other details on annual performance assessment is 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 2020-21:

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and applicable

Secretarial Standards. In the last meeting of the 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 in advance of the respective meeting. The notes to agenda contain relevant information and supporting documents along with recommendation from the management, for meaningful deliberation on the agenda items. During the year under review, no meeting was held at a shorter notice.

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, 2021, the Committee comprised following directors as its members:

i. Mr. Partho Datta, Chairman;

ii. Mr. Soumendra Basu; and

iii. Ms. Anjali Seth.

Consequent to the changes in the Board of Directors during the year under review and till the date of Board''s Report, the Audit Committee was reconstituted as under:

(i) On 23^rd April, 2021, Mr. Indrajit Banerjee, Non-executive Independent Director of the Company was co-opted as a member of the Committee.

(ii) Due to the sudden and sad demise of Mr. Partho Datta, Non-executive Independent Director, on 1^st May, 2021, the Board at its meeting held on 19^th May, 2021 appointed Mr. Indrajit Banerjee as the Chairman of this Committee.

As on the date of the report, the Audit Committee comprised following directors as its members:

i. Mr. Indrajit Banerjee, Chairman;

ii. Mr. Soumendra Basu; and

iii. Ms. Anjali Seth.

All of 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 Statutory Auditors and the Chief Internal Auditor to attend meetings of the Committee.

Mr. Sunil Lalai, Company Secretary and Executive Vice President - Legal acts as Secretary to the Committee.

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, 2021, the Committee comprised following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Soumendra Basu;

iii. Mr. Ramesh Gehaney; and

iv. Mrs. Varsha Jain (co-opted as member of the Committee with effect from 10^h November, 2020).

RISK MANAGEMENT COMMITTEE:

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

As on 31^st March, 2021, the Committee comprised following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Partho Datta;

iii. Mr. Ramesh Gehaney; and

iv. Mr. Satrajit Ray.

On 1^st May, 2021, Mr. Partho Datta, Non-executive Independent Director ceased to be a member of the RMC due to his sudden and sad demise.

On 19^th May, 2021, the Board of Directors co-opted Mr. Indrajit Banerjee, Non-executive Independent Director of the Company, as a member of the RMC.

As on the date of this report, the RMC comprised following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Indrajit Banerjee;

iii. Mr. Ramesh Gehaney; and

iv. Mr. Satrajit Ray.

The Risk Management Policy of the Company which was framed in June, 2015 and was last reviewed and revised in August, 2020 is placed on the Company''s website www.endurancegroup.com/investor-relations.

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, continuously changing business environment and legislative requirements. As per the terms of reference of RMC, it is entrusted with responsibility to review risk management framework.

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

During the year under review, both the global as well as the domestic auto industry was adversely affected by the COVID-19 pandemic leading to demand depression and unemployment. In order to alleviate the unprecedented risk posed to its functioning and growth, the Company took immediate steps to align its strategy by undertaking several pre-emptive cost optimisation initiatives.

The risk management framework was, accordingly, revised to capture the risks encountered and envisaged due to disruption of operations and normal business activities on account of such event based risks.

CREDIT RATING:

During the year under review, ICRA Limited a credit rating agency registered with SEBI had reaffirmed the long term rating of ICRA AA (Stable) and ICRA A1 for short term rating. CRISIL Ratings Limited (a subsidiary of CRISIL Limited), a credit rating agency registered with the SEBI, has upgraded the long-term rating for bank credit facilities and reaffirmed the short-term rating for bank credit facilities / Commercial Papers as CRISIL AA /Stable and CRISIL A1 , respectively.

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 company''s 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 system 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 critical matters 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. Adequate controls and checks are built in the ERP system to integrate the underlying books of account 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 Chief Internal Auditor. The Chief Internal Auditor who is responsible for leading the IA department, functionally reports to the Audit Committee and administratively reports to Managing Director. The scope of work, accountability, responsibility, reporting and authority of the IA department is defined in the Internal Audit Charter which is reviewed by the Audit Committee, annually.

The IA team draws up an internal audit plan in advance for 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, internal audit activities for certain plants are outsourced. The IA team conducts audits of plants and corporate functions, specifically emphasising on statutory compliance, covering adherence to SOPs, controls 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 and the Director and Chief Operating 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.

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 of 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 1 7(8) read with Schedule II to the Listing Regulations.

BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34(2) of the Listing Regulations, a Business Responsibility Report for the financial year 2020-21 forms part of this Annual Report.

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 UPSI Code are drawn up on the principle that the Company''s directors and employees owe a fiduciary duty, amongst others, 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 revised by the Board of Directors at its meeting held on 23^rd April, 2021 to align the disclosure formats with those notified in the SEBI Circular bearing reference no. SEBI/ HO/ ISD/ ISD/ CIR/ P/2021/19 dated 9^th February, 2021.

The UPSI Code documents the manner of disseminating Unpublished Price Sensitive Information (UPSI) for making it accessible to the public on non-discriminatory basis.

Any information is determined to be UPSI, based on the principles enumerated in the Company''s Policy on Determination of Materiality of Event / Information.

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 stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure 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 has undertaken CSR projects under the aegis of Sevak Trust, with whom it has been associated for more than a decade. The CSR projects and programmes recommended by the CSR Committee and approved by the Board are aimed towards enhancing employability by imparting skill-building vocational training to unemployed youth and undertake developmental activities in villages to improve living standards and welfare through education, promoting health & hygiene, educating on agriculture oriented initiatives and means of livelihood, providing community facilities and the like. As part of its CSR initiatives, the Company has also undertaken the responsibility of upgrading the Sevak Trust Balwadi. This Balwadi, located in Waluj, Aurangabad, provides pre-primary education to children from economically weaker sections of the society. Apart from the above, the Committee also approved certain micro projects for cleanliness of drains and providing safe drinking water by installation of reverse osmosis (RO) plants.

Salient features of CSR Policy, are available on 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 Director and Group Chief Financial Officer of the Company has provided requisite certificate that the funds disbursed by the Company to Sevak Trust and for other CSR activities during the financial year 2020-21 have been utilised for the respective purposes and in the manner as approved by Board.

EXPENDITURE TOWARDS CSR ACTIVITIES

As per the requirements under the Act, the Company earmarked an amount of '' 103.97 million calculated based on the average net profit before tax of the immediate preceding three financial years. Accordingly, a budget of '' 110 million was approved for expenditure towards CSR activities, which included the contribution of '' 50 million made by the Company to the PM CARES Fund on 31^st March, 2020, and was eligible for set off against the CSR expenditure for

financial year 2020-21. Based thereon, an outlay of '' 60 million for CSR projects / programmes was approved by the Board for financial year 2020-21, at its meeting held on 25^th June, 2020.

The Board of Directors have approved following projects / programmes, which were as per Schedule VII to the Act and CSR Policy of the Company:

1. Village Development Project ("VDP");

2. Setting up and running of Vocational Training Centre ("VTC");

3. Running of Sevak Trust Balwadi ("Balwadr);

4. Relief measures relating to COVID-19 pandemic; and

5. Donation to Bharat Sevashram Sangha.

The total amount spent by the Company, during the financial year 2020-21 towards approved CSR projects and programmes was '' 61.46 million, which included "Administrative Overheads", as against the budget of '' 60 million earmarked towards CSR expenses.

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.

AUDITORS:

Statutory Auditor

The Members of the Company at their Eighteenth AGM (Annual General Meeting) had approved appointment of M/s. S R B C & CO. LLP (ICAI Firm Registration No. 324982E/ E300003) as Statutory Auditors of the Company from the conclusion of Eighteenth AGM till the conclusion of Twenty third 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, 2021. The said Auditors'' Report(s) for the financial year ended 31^st March, 2021 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 windmill, 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 2021-22. The remuneration proposed is '' 400,000 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 2020-21.

The Secretarial Audit report for the financial year 2020-21 is set out as Annexure III to this report. The said report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

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.

Listed below are certain key policies that have been framed by the Company:

Sr. No. Name of Policy
1.	Nomination and Remuneration Policy
2.	Corporate Social Responsibility Policy
3.	Dividend Distribution Policy
4.	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 determination of Materiality of Subsidiaries
10.	Policy for Determination of Materiality of and Dealing with Related Party Transactions
11.	Policy for Determination of Materiality of Events/ Information
12.	Policy for Preservation of Documents
13.	Archival Policy for disclosures to Stock Exchanges

Based on the recommendation of Nomination and Remuneration Committee, the Nomination and Remuneration ("NR") Policy was revised by the Board, at its meetings held on 25^th June, 2020 and 10^th November, 2020. The changes primarily related to payment of remuneration to Independent Directors and the process of performance evaluation being conducted by the Board, and to include reference of the Company''s Code of Conduct for Directors and Senior Management Personnel. Accordingly, the policy document was modified to:

i. include identification of attributes and domain experience to be assessed while appointing a new Director on the Board; and

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 therefor 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 period from 1^st April, 2020, till the date of report, the following policies were revised:

Sr.	Name of Policy	Revised
No.		effective
1.	Nomination and Remuneration Policy
2.	Policy for Determination of Materiality of Event / Information	25th June, 2020
3.	Policy for preservation of documents
4.	Archival Policy for Disclosures to Stock Exchanges
5.	Risk Management Policy
6.	Fraud Prevention and Detection Policy	13th August, 2020
7.	Code of Conduct for Prevention of Insider Trading
8.	Policy for preservation of documents
9.	Code of Conduct for Directors and Senior Management Personnel	10th November,
10.	Whistle Blower Policy	2020
11.	Nomination and Remuneration Policy
12.	Corporate Social Responsibility Policy	23rd April,
13.	Code of Conduct for Prevention of Insider Trading	2021

ii. align the policy document with the new Code of Conduct for Directors and Senior Management Personnel adopted by the Board, at its meeting held on 10^th November, 2020.

Pursuant to the amendments notified vide the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22^nd January, 2021 ("CSR Amendment Rules") and based on the recommendation made by the Corporate Social Responsibility ("CSR") Committee at its meeting held on 8^th March, 2021, the Board of Directors, at its meeting held on 23^rd April, 2021, approved the revised CSR Policy of the Company. The revisions to the CSR Policy are made to align the same with the provisions of CSR Amendment Rules. Kindly refer Annexure II for salient features of the CSR Policy enumerated in the Annual Report on Corporate Social Responsibility Activities.

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 advanced any loans or given guarantees covered under the provisions of Section 186 of the Act. Particulars of investments form part of the notes to financial statements. Kindly refer notes no. 4, 4A and 4B of the standalone financial statements for the details of investments made by the Company as on 31^st March, 2021.

FIXED DEPOSITS:

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

VIGIL MECHANISM/ 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 Whistle Blower policy in terms of Regulation 22 of the Listing Regulations) for Directors and employees to report their genuine concerns. The objective of this policy is to create a window 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 Endurance Code of Conduct for Employees ("Codes of Conduct") and to report the same to the Ombudsman appointed under the same 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 the 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 www.endurancegroup.com/ investor-relations.

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, 2021 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. The Audit Committee reviews, on a quarterly basis, the details of the RPTs entered pursuant to the aforementioned omnibus approval.

Particulars of RPTs entered during the year 2020-21

During the year under review, appointment of Ms. Rhea Jain, Vice President - HR and Strategic Projects to office or place of profit in terms of Section 188(1) of the Act was approved by the Members in the Twenty First AGM of the Company held on Wednesday, 23^rd September, 2020. Ms. Jain is daughter of Mr. Anurang Jain, Managing Director of the Company and is, therefore, a related party in terms of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations.

In terms of Section 188(1)(f) of the Act read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014 ("Rules"), the Board of Directors, on the recommendation of the Audit Committee and Nomination

and Remuneration Committee, had approved appointment of Ms. Jain, Vice President - HR and Strategic Projects at a gross annual remuneration of '' 4.5 million, effective 1^st April, 2020.

Justification for entering into such RPT

The remuneration proposed for Ms. Jain is commensurate with her role and responsibility as part of the senior management team handling human resource function and strategic projects undertaken for organic and inorganic growth of the Company. This progression in the management cadre is also a part of succession planning.

During the financial year, 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 www.endurancegroup.com/investor-relations.

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) of the Act, the annual return of the Company for the financial year ended 31^st March, 2021 shall be available on the Company''s website: www.endurancegroup.com/investor-relations.

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 aforementioned POSH Policy. As per POSH Policy, the Company has constituted Internal Committees ("IC") for all its locations which are chaired by a female employee and senior management officials of the Company are its members along with representative of non-government organisation / association committed to the cause of women or a person familiar with the issues 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.

During the year under review, five complaints were received by the IC under the POSH Policy and all of them were satisfactorily resolved.

INDUSTRIAL RELATIONS:

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

The Company entered into wage agreement on 24^th January, 2021 with All Marathwada Kamgar Union for the plant located at E-92 and 93, MIDC Industrial Area, Waluj, Aurangabad - 431 136. New wage settlement Memorandum of Understanding ("MOU") is effective from 1^st January, 2021 to 31^st December, 2024.

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

INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and 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, 2021.

The Company has uploaded details of unpaid and unclaimed dividend amounts lying with the Company as on 6^th July, 2020, on the Company''s website www.endurancegroup. com/investor-relations and on the website of the Ministry of Corporate Affairs at www iepf gov in

The following table provides dates on which unclaimed dividend would become due to be transferred to the IEPF:
Financial Year	Date of declaration of dividend/ interim dividend	Amount of unpaid dividend as on 31st March, 2021 (in '')	Due date for transfer to IEPF
2016-17	28th July, 2017	47,707.50	31st August, 2024
2017-18	6th September, 2018	41,832.00	11th October, 2025
2018-19	8th August, 2019	45,749.00	12th September, 2026
2019-20	3rd March, 2020	123,183.50	7th April, 2027

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation towards the commitment, hard work and support of all its employees and workmen during the year especially during this challenging and difficult times of unprecedented pandemic.

The Directors also express 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.

For and on behalf of the Board

Soumendra Basu

Chairman

Date: 12^th July, 2021 DIN 01125409

---

Mar 31, 2019

Board''s Report

Dear Shareholders,

The Directors of your Company take pleasure in presenting the Twentieth Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31^st March, 2019.

SUMMARISED STATEMENT OF PROFIT AND LOSS:

''Rs,in million

	Standalone		Consolidated
Particulars	Financial Year 2018-19	Financial Year 2017-18	Financial Year 2018-19	Financial Year 2017-18
Revenue from operations	54,174.59	46,179.61	75,104.99	64,792.88
Other income	162.23	183.23	270.46	234.70
total income	54,336.82	46,362.84	75,375.45	65,027.58
Raw Material Cost	35,237.29	28,816.10	43,494.54	36,609.14
Excise Duty	-	1,279.12	-	1,279.12
Employee Benefit expenses	2,777.43	2,546.95	6,527.44	5,809.33
Finance cost	170.73	102.49	257.32	235.23
Depreciation	1,756.98	1,696.31	3,762.10	3,215.85
Other expenses	8,839.77	7,633.06	13,795.25	11,816.75
total expenditure	48,782.2	42,074.03	67,836.65	58,965.42
Profit before exceptional items, tax and minority interest	5,554.62	4,288.81	7,538.80	6,062.16
Exceptional Items	208.00	268.78	208.00	268.78
Profit before tax	5,346.62	4,020.03	7,330.80	5,793.38
Net Tax expense	1,768.01	1,304.00	2380.74	1,885.81
Net profit for the year	3,578.61	2,716.03	4,950.06	3,907.57

DIVIDEND:

For the financial year 2018-19, the Board of Directors have recommended dividend of Rs,5.50 per equity share of Rs,10 each (55%) (previous year Rs,4 per equity share), for consideration of the shareholders at the ensuing Twentieth Annual General Meeting ("AGM").

The dividend, if approved by the shareholders, will result in an outgo of Rs,932.71 million, which includes tax on dividend aggregating to Rs,159.10 million.

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

Dividend Distribution Policy

This policy is effective from 26^th August, 2016 and has been framed and adopted in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of the said Regulation, the scope of 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 2018-19. The policy is attached as Annexure i and forms part of this Annual Report and is also placed on the Company''s website www.endurancegroup. com/investor/investor-relations.

amount proposed to be transferred to reserves

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

company''s performance:

During the year under review, the Company''s total income (excluding excise duty) on standalone and consolidated basis grew by 20.5% and 18.2%, respectively. The Company posted a total income of Rs,54,337 million on a standalone basis as against Rs,45,084 million in the previous year. The total income on a consolidated basis was '' 75,375 million compared to Rs,63,748 million in the previous year.

The profit after tax also increased significantly by 31.8% in the financial year 2018-19 at Rs,3,579 million as against Rs,2,716 million in the previous year, on standalone basis; while consolidated profit after tax grew by 26.7% at Rs,4,950 million as against Rs,3,908 million in the previous year.

Consolidation of plant operations

The Company regularly monitors operating efficiencies of each plant and evaluates consolidation of operations at appropriate junctures. Uninterrupted supplies to its Original Equipment Manufacturer (OEM) customers is one of the key factors considered during this evaluation exercise.

During the financial year 2018-19, the Company decided to consolidate its operations at the Manesar plant. Accordingly, manufacturing activities at the Company''s plant in Manesar, Haryana were discontinued in December 2018 and its operations were consolidated with the Pantnagar plant. As per the settlement arrived at for separation of workmen, an exceptional cost of Rs,208 million towards compensation paid (Rs,170 million additional compensation over and above ''Rs,38 million final settlement amount) has been incurred. The consolidation of plant operations has not resulted into any loss of revenue for the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Listing Regulations and applicable provisions of the Companies Act, 2013 ("Act") read with the rules issued there under, consolidated financial statements of the Company for the financial year 2018-19 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, 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 form part of this Annual Report.

SUBSIDIARIES:

During the year, two corporate actions were initiated with respect to the Company''s subsidiaries in Italy.

A. Merger of Company''s step-down subsidiaries viz., Endurance Fondalmec SpA, Italy with Endurance FoA SpA, Italy

Effective 1^st January, 2019, Endurance Fondalmec SpA (EF SpA) merged with Endurance FOA SpA (EFOA SpA), two wholly-owned operating subsidiaries of Endurance Overseas Srl (EOSrl) and step-down subsidiaries of the Company. Upon the merger, EF SpA ceased to exist and the name of EFOA SpA was changed to Endurance SpA. The merger was aimed to simplify the corporate and organization structure of the two operating subsidiaries in Italy and to enable rationalization of certain internal processes.

B. Acquisition of Fonpresmetal GAP SpA, Italy by Endurance overseas Srl (EoSrl)

EOSrl acquired the entire equity stake of Fonpresmetal Gap SpA ("Fonpresmetal"), an aluminums die casting company based in Bione, Italy effective 7^th January, 2019. This acquisition was for a consideration of Euro 8.16 million which was funded through its internal accruals / borrowings. The consideration includes cash

& cash equivalent of around Euro 3.6 million gross and upon netting of the outstanding debt for leasehold assets, the cash & cash equivalents was about Euro 1.9 million. Fonpresmetal had been a preferred supplier for highly complex aluminums die casting parts to Endurance SpA (erstwhile Endurance FOA S.p.A.), an operating step-down subsidiary in Italy. Fonpresmetal has its manufacturing facility in Bione, Brescia, Italy with a capacity of 6,500 tonnes of which 50% is dedicated for supplies to the Endurance Group companies in Italy.

Acquisition of Fonpresmetal is expected to augment casting capacity and help backward integration. This acquisition would also provide future growth opportunities for European subsidiaries.

Upon acquisition, the name of Fonpresmetal has been changed to Endurance Castings SpA.

Post these corporate actions, the Company has the following subsidiaries as on 31^st March, 2019:

1. Endurance Overseas Srl, Italy (Direct subsidiary);

2. Endurance SpA, Italy (Step down subsidiary);

3. Endurance Engineering Srl, Italy (Step down subsidiary);

4. Endurance Castings SpA, Italy (Step down subsidiary); and

5. Endurance Amann GmBH, Germany (Direct subsidiary).

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 www. endurancegroup.com/investor/investor-relations. A copy of these financial statements shall be made available to any shareholder of the Company on request.

Details of the subsidiary companies and their performance are covered in the Management Discussion and Analysis Report, forming part of this Report.

Amendments to Articles of Association of the Company

At the Nineteenth AGM held on 6^th September, 2018, the shareholders of the Company had approved following amendments to the Articles of Association ("AOA") of the Company:

a. Modification in the manner of affixing Common Seal:

The Companies (Amendment) Act, 2015 has amended the provisions relating to Common Seal, making it optional for companies to continue maintaining a seal. The Act, allows affixing the Common Seal on instruments by persons authorized by the Board by way of a resolution. Hence, for the purpose of administrative convenience, Article 104 of the AOA was amended to enable affixing Common Seal of the Company in the presence of such person(s) as the Board or a committee of the Board, may authorize; and

b. Deletion of Chapter II:

Chapter II of the AOA contained rights conferred to Actis Components and System Investments Limited ("Actis") as per the Shareholders'' Agreement dated 19^th December, 2011 ("SHA"). Actis was a private equity investors and had invested in the equity shares of the Company in the financial year 2011-12. Actis divested its entire shareholding in the Company in the Initial Public Offering of the Company''s equity shares in October 201 6. As per the SHA, provisions of Chapter II ceased to be effective immediately upon receipt of listing approvals from the stock exchanges viz.: National Stock Exchange of India Ltd. and BSE Ltd. i.e. effective 18^th October, 2016. Considering that the said Chapter had become redundant, the same was deleted from the AOA.

SHARE Capital:

The paid-up equity share capital as on 31^st March, 2019, was Rs,1,406,628,480. There was no public issue, rights issue, bonus issue or preferential issue, etc., during the year. The Company has not issued shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor issued any convertible securities.

The composition of the Board of the Company, as on 31^st March, 2019, is as follows:

Sr. No.	Name of Director	Position
1.	Mr. Naresh Chandra	Chairman (Non-Executive)
2.	Mr. Anurang Jain	Managing Director (Executive)
3.	Mr. Roberto Testore	Independent Director (Non-Executive)
4.	Mr. Partho Datta	Independent Director (Non-Executive)
5.	Mr. Soumendra Basu	Independent Director (Non-Executive)
6.	Mr. Ramesh Gehaney	Director and Chief Operating Officer (Executive)
7.	Mr. Satrajit Ray	Director and Group Chief Financial Officer (Executive)
8.	Ms. Anjali Seth	Independent Director (Non-Executive)
9.	Mrs. Falguni Nayar	Independent Director (Non-Executive)
10.	Mr. Massimo Venuti	Director (Non-Executive)

OFFER FOR SALE OF EQUITY SHARES BY MR. ANURANG JAIN, PROMOTER AND MANAGING DIRECTOR OF THE COMPANY:

In terms of the requirement of continuous listing as stipulated under Rule 19(2)(b) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of the Listing Regulations, the Company was required to increase its public shareholding to at least 25% within three years from listing of its equity shares on stock exchanges, i.e., from 19^th October, 2016.

In view of this requirement, Mr. Anurang Jain, Promoter and Managing Director of the Company, sold 7.5% stake (10,552,688 shares) in the Company by offering the shares by way of Offer for Sale ("OFS") through the stock exchange mechanism. As a result, the Company has achieved the mandated minimum public shareholding threshold of 25% within the stipulated time limit of three years post - IPO listing in October 2016. The OFS process was completed on 8^th March, 2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There was no change in the Board of Directors during the year under review.

meeting held on 14^th May, 2019 has, subject to the approval of Members, approved re-appointment of Mr. Ramesh Gehaney and Mr. Satrajit Ray, as Executive Directors of the Company, for a period of five years from 6^th June, 2019 and also approved the terms of their remuneration.

In terms of the provisions of Section 196, 197 and 198 read with Schedule V to the Act, approval of the Members is sought at the ensuing AGM of the Company, for reappointment of:

- Mr. Ramesh Gehaney as Executive Director of the Company, designated as Director and Chief Operating Officer; and

- Mr. Satrajit Ray, as Executive Director of the Company, designated as Director and Group Chief Financial Officer.

Information as required under Regulation 36(3) of the Listing Regulations relating to Mr. Ramesh Gehaney and Mr. Satrajit Ray is provided in the Notice convening the Twentieth AGM.

Retirement of directors by rotation

In terms of Section 152(6) of the Act, Mr. Massimo Venuti, Director (DIN: 06889772), retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. Information as required under Regulation 36(3) of the Listing Regulations is provided in the Notice convening the Twentieth AGM.

KEY MANAGERIAL PERSONNEL:

The following officials are ''Key Managerial Personnel'' of the Company in terms of the provisions of Section 203 of the Act:

i. Mr. Anurang Jain, Managing Director;

ii. Mr. Ramesh Gehaney, Director and Chief Operating Officer (Whole Time Director);

iii. Mr. Satrajit Ray, Director and Group Chief Financial Officer (Chief Financial Officer); and

iv. Mr. Sunil Lalai, Company Secretary and Vice President

- Legal (Company Secretary).

There has been no change in the Key Managerial Personnel during the year.

Number of Meetings of the Board, its Committees and Meetings of the Board Committees

During the 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.

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. All recommendations made by the Committees of Board 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 2018-19 and attendance of members at each meeting, forms part of the Corporate Governance Report.

directors'' responsibility STATEMENT:

Pursuant to Section 134(5) 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, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) t he 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.

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 there under.

All the Independent Directors of the Company have affirmed compliance with the Company''s Code of Conduct for Directors and Employees for the financial year 2018-19.

directors'' remuneration policy and CRITERIA FOR MATTERS UNDER SECTION 178 of THE ACT:

The Nomination and Remuneration Policy approved by the Board at its meeting held on 10^th June, 2016, was last revised by the Board at its meeting held on 25^th April,

2019. This is also placed on the Company''s website: www. endurancegroup.com/investor/investor-relations. In terms of the said Section, the scope of the policy covers directors, key managerial personnel and senior management employees 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 employees 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 provided under sub-section (3) of Section 178 of the Act, adopted by the Board, forms part of the Corporate Governance Report.

performance evaluation of the board, ITS committees AND THE directors:

Pursuant to the amendments notified effective 7^th May, 2018 vide Companies (Amendment) Act, 2017, Section 178 was amended. In terms of the revised Section 178 of the Act, the Nomination and Remuneration Committee ("NRC") of a company is responsible for specifying:

i. the manner for effective evaluation of performance of the Board, its Committees and individual directors; and

ii. the body who shall be conducting the performance evaluation.

In view of the foregoing, the Nomination and Remuneration Policy ("NR Policy") of the Company, inter alia, specifies that the Board will conduct performance evaluation of the Board as a whole and its Committees and the individual Directors. Performance evaluation of Directors shall be done by the entire Board (excluding the director being evaluated) based on recommendations of the meeting of independent directors. The NRC shall continue to be 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 www.endurancegroup.com/investor/investor-relations.

Performance of the Board was evaluated after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, its contribution in effective management of the Company, etc. Based on the assessment, observations on the performance of Board were discussed. Key action areas for the Board, Committees and directors were noted.

During the period under review, the annual performance evaluation of the Board, its Committees and individual directors for the financial year ended 31^st March, 2019 was conducted by:

i. t he independent directors, at their meeting held on 24^th April, 2019; and

ii. the Board, at its meeting held on 25^th April, 2019.

Information and other details on annual performance assessment is 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 2018-19:

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and applicable Secretarial Standards. In the last meeting of the 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 in advance for the meetings. The notes to agenda contain relevant information and supporting documents along with recommendation from the management, for meaningful deliberation on the agenda items. During the year under review, no meeting was held at short notice.

A gist of Board and Committee meetings held during the year along with the 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, 2019, the Committee comprised following directors as its members:

i. Mr. Partho Datta, Chairman;

ii. Mr. Soumendra Basu; and

iii. Ms. Anjali Seth.

All 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 Statutory Auditors and the Chief Internal Auditor to attend meetings of the Committee.

Mr. Sunil Lalai, Company Secretary and Vice President -Legal acts as Secretary to the Committee.

corporate social responsibility committee:

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

As on 31^st March, 2019, the Committee comprised following directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Soumendra Basu; and

iii. Mr. Ramesh Gehaney

RISK MANAGEMENT CoMMITTEE:

In terms of the Regulation 21(5) of Listing Regulations, amended vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, notified on 9^th May, 2018, the requirement of constituting a Risk Management Committee had been extended to the top 500 listed entities, from the earlier top 100 listed entities, based on market capitalization as at the end of previous financial year. The amendment was effective 1^st April, 2019.

The Company ranked 145^th as per the market capitalization as of 31^st March, 2018. Accordingly, the Board, at its meeting held on 3^rd November, 2018, constituted a Risk Management Committee ("RMC") comprising the following Directors as its members:

i. Mr. Anurang Jain, Chairman;

ii. Mr. Partho Datta;

iii. Mr. Ramesh Gehaney; and

iv. Mr. Satrajit Ray.

The Company has a Risk Management Policy which was framed in June, 2015 and was last revised in August, 2017.

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 category of risks in line with the Company''s growth strategy, continuously changing business environment and legislative requirements. As per the terms of reference of RMC, it is entrusted with the responsibility to review Risk Management Framework.

The Risk Management Policy embodies a function-wise risk management framework. This framework defines thresholds against each of the identified risk events and mitigation measures implemented to alleviate such risks. The framework is dynamic in nature and is reviewed periodically by the respective functions. The senior management team reviews the critical risk events and implements action plan to avoid recurrence of such events. A risk report to this effect is reviewed by the RMC bi-annually and critical matters, if any, along with mitigation plans are placed before the Board and reviewed.

CREDIT RATING:

During the year under review, ICRA Ltd, a credit rating agency registered with SEBI had improved the rating and assigned long term rating of ICRA AA / Stable from ICRA AA/ Positive and reaffirmed ICRA A1 for short term rating. CRISIL Limited, a credit rating agency registered with the SEBI, has reaffirmed the Company''s long-term rating of CRISIL AA/Positive and short-term rating of CRISIL A1 .

INTERNAL FINANCIAL CONTROLS:

In terms of the 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 company''s 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 system in the form of policies and procedures. It follows a structured mechanism of function-specific reviews and risk reporting by the Management Committee of the Company and critical matters 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 authorized, 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. Adequate controls and checks are built in the ERP system to integrate the underlying books of account 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 the Chief Internal Auditor who reports to the Audit Committee. The scope of work, accountability, responsibility, reporting and authority of the IA Department is defined in the Internal Audit Charter which is reviewed by the Audit Committee, annually.

The IA team draws up an internal audit plan in advance for 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, internal audit of processes for certain plants are outsourced. The IA team conducts audits of the processes followed by plants and corporate functions, specifically emphasising on adherence to SOPs, controls and internal guidelines issued by the management. Implementation of the 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 and the Director and Chief Operating 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 of 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 of 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.

business responsibility report:

Regulation 34(2) of the Listing Regulations, inter alia, provides that the annual report of the top 500 listed entities based on market capitalization (calculated as on 31^st March of every financial year), shall include a Business Responsibility Report. In compliance thereto, a Business Responsibility Report for the financial year 2018-19 forms part of this Annual Report.

code of conduct for prevention of INSIDER TRADING AND FAIR DISCLOSURE of unpublished price sensitive INFORMATION:

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, ("PIT Regulations") the Company has adopted a ''Code of Conduct for Prevention of Insider Trading'' ("PIT Code"). 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 UPSI Code are drawn up on the principle that the Company''s directors and employees owe a fiduciary duty, amongst others, 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 insiders 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 UPSI for making it accessible to the public on non-discriminatory basis.

Any information is determined to be UPSI, based on the principles enumerated in the Company''s policy on ''Determination of Materiality of Event / Information''.

The SEBI had issued a notification dated 31^st December, 2018, amending the provisions of the PIT Regulations. These amendments were notified vide SEBI (Prevention of Insider Trading) (Amendment) Regulations, 2018 and are effective 1^st April, 2019.

In terms of the notified amendments, the PIT Code, UPSI Code and Whistle Blower Policy of the Company were revised by the Board, at its meeting held on 7^th February, 2019, to align these policies with the amended regulations.

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 stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure II.

corporate social responsibility initiatives:

In terms of Schedule VII to the Act and Company''s Corporate Social Responsibility ("CSR") Policy, the Company has undertaken CSR projects under the aegis of Sevak Trust, with whom it has been associated for more than a decade. The CSR projects and programmes approved by the Board are aimed towards enhancing employability by imparting skill-building vocational training to unemployed youth and undertake developmental activities in villages to improve living standards and welfare through education, promoting health & hygiene, educating on agriculture methods & means of livelihood, provision of community facilities and the like. As part of its CSR initiatives, the Company has also undertaken the responsibility of upgrading the Sevak Trust Balwadi. This Balwadi, located in Waluj, Aurangabad, provides preprimary education to children from economically weaker sections of the society.

Details about the CSR Policy and initiatives undertaken during the year, are available on Company''s website at www. endurancegroup.com. The Annual Report on CSR activities is attached as Annexure III to this Report.

Expenditure towards CSR activities

During the year under review, the Company had earmarked an amount of Rs,68.09 million for expenditure towards CSR activities. The Board of Directors have approved following projects / programmes, which are as per Schedule VII to the Act and CSR Policy of the Company:

1. Village Development Project;

2. Vocational Training Centre; and

3. Sevak Trust Balwadi.

Against the amount earmarked, the total CSR expenditure has been Rs,69.27 million during the financial year 2018-19 with respect to the above projects/ programmes.

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.

^AUDITORS:

Statutory Auditor

The shareholders of the Company at their Eighteenth AGM had approved the appointment of M/s. S R B C & CO. LLP (ICAI Firm Registration No. 324982E/ E300003) as Statutory Auditors of the Company from the conclusion of

Eighteenth AGM till the conclusion of Twenty-third AGM of the Company.

In terms of the proviso to Section 139(1) of the Act, the said appointment was subject to ratification by shareholders at every AGM held during the tenure of their appointment. The proviso to Section 139(1) of the Act has been omitted by the Companies (Amendment) Act, 2017 with effect from 7^th May, 2018; accordingly, the requirement of ratifying appointment of statutory auditors at every annual general meeting, during their tenure of appointment, has been dispensed with.

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 & moulds and generation of electricity through windmill, 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 2019-20. The remuneration proposed is Rs,400,000 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 2018-19.

The Secretarial Audit Report for the financial year 201819 is set out as Annexure iv to this report. The said report does not contain any qualification, reservation or adverse remark.

Disclosures:

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.

Listed below are certain key policies that have been framed by the Company:

Sr. No.	Name of Policy
1.	Nomination and Remuneration Policy
2.	Corporate Social Responsibility Policy
3.	Dividend Distribution Policy
4.	Whistle Blower Policy
5.	Risk Management Policy
6.	Code of Conduct for Prevention of Insider Trading
7.	Code of Conduct for Directors and Employees
8.	Policy on Fair disclosure of Unpublished Price Sensitive Information
9.	Policy for Determination of Materiality of Subsidiaries
10.	Policy for Determination of Materiality of and Dealing with Related Party Transactions
11.	Policy for Determination of Materiality of Events/ Information
12.	Policy for Preservation of Documents
13.	Archival Policy for disclosure to Stock Exchanges

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

1. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Nomination and Remuneration Policy was revised by the Board, at its meeting held on 25^th April, 2019. The key changes made to the NR Policy are tabulated below:

Sr. No.	Existing Clause	Revised clause
Clause	''iv. Definition''
A.		New definition included - Designated Senior Management Employees'' means officers/ personnel of the Company who are members of its core management team excluding the Board of Directors, and such other officers as may be decided by the Nomination and Remuneration Committee, from time to time.
Clause	''vi. Nomination''
B.	1. Appointment (a) to fill up casual vacancy	1. Appointment (a) to fill up any vacancy
	5. Cessation of engagement - This can either be:	5. Cessation of engagement - This can either be:
	5.2. Retirement from services in terms of Company''s	5.2 Retirement from services in terms of Company''s Human
	Human Resource Policy. The Board may, at its	Resource Policy
	discretion, continue employment of whole-time directors in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company. The discretion to continue employment of key managerial personnel and senior management employees shall vest with the Managing Director, who shall decide the position / remuneration or otherwise after an incumbent attains the retirement age.	The Board may, at its discretion, continue employment of whole-time directors in the same position/ remuneration
		or otherwise even after attaining the retirement age, for the benefit of the Company. The discretion to continue employment of Key Managerial Personnel and Designated Senior Management employee shall vest with the Committee, who shall decide the position / remuneration or otherwise after an incumbent attains the retirement age.

These policies are periodically reviewed by the Committees responsible therefor 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 period from 1^st April, 2018 till the date of report, the following policies were revised:

Sr. No.	Name of Policy	revised effective
1.	Policy for Determination of Materiality	1 25th April, J 2018
	of Event/ Information
2.	Policy for Preservation of Documents
3.	Corporate Social Responsibility Policy	1 10th August, 2018
4.	Policy for Determining Material Subsidiaries
5.	Policy on Determining Materiality of and Dealing with Related Party Transactions
6.	Whistle Blower Policy
7.	Code of Conduct for Prevention of	7th
	Insider Trading	February,
8.	Policy on Fair disclosure of Unpublished Price Sensitive Information	2019
9.	Nomination and Remuneration Policy	25th April, 2019

In terms of Section 134(3) of the Act, a brief on revisions to the following policies of the Company is given below:

2. Corporate Social Responsibility Policy

The CSR Policy of the Company was revised on 10^th August, 2018. The earlier policy covered a few selected activities permitted for CSR as per Schedule VII to the Act. Hence, the CSR Policy was revised to cover all the areas as mentioned under Schedule VII along with an indicative list of activities under each of them. The CSR Policy forms part of the Annual Report on Corporate Social Responsibility Activities attached as Annexure III as stated earlier in 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 V.

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 advanced any loans or given guarantees covered under the provisions of Section 186 of the Act. Particulars of investments form part of the notes to financial statements.

FIXED DEPOSITS:

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

VIGIL MECHANISM/ 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 incorporates a whistle blower policy in terms of Regulation 22 of the Listing Regulations) for Directors and employees to report their genuine concerns. The objective of the policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud, or violation to the Company''s Code of Conduct. Pursuant to the notification of Prevention of Insider Trading (Amendment) Regulations, 2018, the Whistle Blower policy was amended in the Board meeting held on 7^th February

2019. The amendment pertains to make employees aware of such a policy to enable them to report instances of leak of Unpublished Price Sensitive Information.

Protected disclosures can be made by a whistle blower to the 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 www.endurancegroup.com.

In terms of the provisions of the Act, an ombudsman has been appointed to independently investigate protected disclosures communicated under the Whistle Blower Policy and matters of violation to Company''s Code of Conduct.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31^st MARCH, 2019 AND DATE OF BOARD''S REPORT:

The Company has availed Rs,1000 million by issue of Commercial Papers to meet its fund requirements.

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.

During the year, 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 RPT Policy.

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

The RPT Policy, as approved by the Board, can be accessed on the Company''s website at www.endurancegroup.com/ investor/investor-relations.

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) of the Act, the annual return of the Company for the financial year ended 31^st March, 2019 shall be available on the Company''s website at: www.endurancegroup.com/investor/investor-relations.

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

The Company has adopted a "Safety and Security of Women at Workplace" policy ("Policy") in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The 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 workmen engaged by the Company through contractors.

The Company observes zero tolerance towards any kind of violation of the aforementioned Policy. As per the Policy, the Company has constituted Internal Complaints Committees ("ICC") for all its locations which are chaired by a female employee and senior management officials of the Company are its members along with representative of non-government organization / association committed to the cause of women or a person familiar with the issues relating to sexual harassment. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year under review, there were no complaints received by the ICC under the Policy.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations remained cordial. Wage settlement agreements were renewed with workmen unions that were due during the year.

INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the 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, 2019.

The Company has uploaded details of unpaid and unclaimed dividend amounts lying with the Company as on 10^th December,

2018, on the Company''s website www.endurancegroup.com/ investor/investor-relations and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

The following table provides dates on which unclaimed dividend and their corresponding shares would become liable to be transferred to the IEPF:

Financial Year	Date of declaration of	Amount of unpaid dividend as	Due date for transfer
	dividend	on 31st March, 2019 (in '')	to IEPF
2016-17	28th July, 2017	47,795	31st August, 2024
2017-18	6th September, 2018	42,212	11th October, 2025

ACKNOWLEDGMENTS:

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

The Directors also express gratitude to the shareholders, employees & workmen, 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 reposing their confidence in the management. The management looks forward to their continued support in future.

For and on behalf of the Board

Naresh Chandra

Place: Mumbai Chairman

Date: 14^th May, 2019 DIN: 00027696

---

Mar 31, 2018

Dear Shareholders,

The Directors of your Company take pleasure in presenting the Nineteenth Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31^st March, 2018.

SUMMARISED STATEMENT OF PROFIT AND LOSS:

Rs. in million

	Standalone		Consolidated
Particulars	Financial Year 2017-18	Financial Year 2016-17	Financial Year 2017-18	Financial Year 2016-17
Revenue from operations	47,690.12	42,801.52	66,660.47	59,912.01
Other income	183.93	125.47	235.40	290.71
Total income	47,874.05	42,926.99	66,895.87	60,202.72
Raw Material Cost	30,295.82	24,779.95	38,445.93	32,259.45
Excise Duty	1,279.12	4,003.33	1,279.12	4,003.33
Employee Benefit expenses	2,546.95	2,421.80	5,809.33	5,455.15
Finance cost	102.49	178.57	235.23	322.49
Depreciation	1,696.31	1,668.57	3,215.85	2,905.06
Other expenses	7,664.55	6,885.96	11,848.25	10,610.79
Total expenditure	43,585.24	39,938.18	60,833.71	55,556.27
Profit before exceptional and extraordinary items, tax and minority interest	4,288.81	2,988.81	6,062.16	4,646.45
Exceptional and Extraordinary Items	268.78	-	268.78	-
Profit before tax	4,020.03	2,988.81	5,793.38	4,646.45
Net Tax expense	1,304.00	773.84	1,885.81	1,343.35
Net profit for the year	2,716.03	2,214.97	3,907.57	3,303.10

DIVIDEND:

The Board of Directors have recommended dividend of Rs.4 per equity share of Rs.10 each (40%) for the financial year 2017-18, for consideration of the shareholders at the ensuing Annual General Meeting (“AGM”).

The dividend, if approved by the shareholders, will result in an outgo of Rs.678.3 million, which includes tax on dividend aggregating to Rs.115.7 million.

COMPANY’S PERFORMANCE:

During the year under review, the Company’s total income (net of excise duty) on standalone and consolidated basis grew by 19.7% and 16.8%, respectively. The Company posted a total income (standalone) of Rs.46,595 million as against Rs.38,924 million in the previous year. The total income on consolidated basis was Rs.65,617 million compared to Rs.56,199 million in the previous year.

The profit after tax also increased significantly by 22.6% in the financial year 2017-18 at Rs.2,716 million as against Rs.2,215 million in the previous year, on standalone basis; while consolidated profit after tax grew by 18.3% at Rs.3,908 million as against Rs.3,303 million in the previous year.

CHANGE OF REGISTERED OFFICE:

The Board of Directors, at its meeting held on 14^th February, 2018, approved shifting of the registered office of the Company to E-92, MIDC Industrial Area, Waluj, Aurangabad - 431136 (Maharashtra) from K-228, MIDC Industrial Area, Waluj, Aurangabad - 431136 (Maharashtra).

The change in address of registered office was effective 15^th February, 2018.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and applicable provisions of the Companies Act, 2013 (“Act”) read with the rules issued thereunder, consolidated financial statements of the Company for the financial year 2017-18 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, 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 form part of this Report.

SUBSIDIARIES:

During the year under review, no new subsidiary was incorporated/ acquired nor any company ceased to be a subsidiary of the Company. As at 31^st March, 2018, the Company had following subsidiaries:

1. Endurance Overseas Srl, Italy (Direct subsidiary);

2. Endurance Fondalmec SpA, Italy (Indirect subsidiary);

3. Endurance FOA SpA, Italy (Indirect subsidiary);

4. Endurance Engineering Srl, Italy (Indirect subsidiary); and

5. Endurance Amann GmbH, Germany (Direct subsidiary).

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 kept for inspection by any Member of the Company at its registered office during business hours. These financial statements are also placed on the Company’s website www. endurancegroup.com/investor/investor-relations. Copy of these financial statements shall be made available to any Member of the Company, on request.

Details of the subsidiary companies and their performance are covered in Management Discussion and Analysis Report forming part of this Report.

SHARE CAPITAL:

The paid up equity share capital as on 31^st March, 2018 was Rs.1,406,628,480. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: Confirmation of appointment of Mr. Massimo Venuti

The Board at its meeting held on 2^nd December, 2016 had appointed Mr. Massimo Venuti as an additional director on the Board of the Company, in non-executive capacity. Appointment of Mr. Massimo Venuti as director was confirmed by the Members at the Eighteenth AGM of the Company held on 28^th July, 2017.

There was no other change in the Board of Directors during the year under review.

The composition of the Board of the Company, as on 31^st March, 2018, is as follows:

Sr. No	Name of Director			Position
1.		Mr. Naresh Chandra	Chairperson (Non-Executive)
2.		Mr. Anurang Jain	Managing Director (Executive)
3.		Mr. Partho Datta	Independent Director (Non-Executive)
4.		Mr. Soumendra Basu	Independent Director (Non-Executive)
5.		Mr. Roberto Testore	Independent Director (Non-Executive)
6.		Mr. Ramesh Gehaney	Director and Chief Operating Officer (Executive)
7.		Mr. Satrajit Ray	Director and Group Chief Financial Officer (Executive)
8.		Ms. Anjali Seth	Independent Director (Non-Executive)
9.		Mrs. Falguni Nayar	Independent Director (Non-Executive)
10.		Mr. Massimo Venuti	Director (Non-Executive)

The Securities and Exchange Board of India (“SEBI”) vide notification dated 9^th May, 2018 has, inter alia, introduced Regulation 17(1A) which mandates approval of Members by way of Special Resolution for appointment or continuing of any person as a non-executive director who has attained the age of seventy five years with effect from 1^st April, 2019.

In terms of the aforesaid regulation, it is proposed to continue the directorship of Mr. Naresh Chandra, Chairman of the Company, as he has attained the age of eighty three years. A motion, to this effect, by way of a Special Resolution, is recommended for approval of Members in the notice of the Nineteenth AGM of the Company.

Retirement of directors by rotation

In terms of Section 152 of the Act, Mr. Satrajit Ray, (DIN: 00191467), Director and Group Chief Financial Officer, 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 of Nineteenth AGM.

Key Managerial Personnel

The following officials are ‘Key Managerial Personnel’ of the Company in terms of the provisions of Section 203 of the Act:

i. Mr. Anurang Jain, Managing Director;

ii. Mr. Ramesh Gehaney, Director and Chief Operating Officer (Whole Time Director);

iii. Mr. Satrajit Ray, Director and Group Chief Financial Officer (Chief Financial Officer); and

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

There has been no change in the Key Managerial Personnel during the year.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, six Board meetings were held and a detailed information thereon is given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Directors, based on the representation received from the management, confirm that:

(i) in the preparation of annual accounts for the year ended 31^st March, 2018, applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) t he 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 2017-18 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 operating effectively; and

(vi) t he directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149(7) of the Act, the Independent Directors of the Company have submitted their declaration confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act.

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

The Company has framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy which was effective 10^th June, 2016, was last revised by the Board at its meeting held on 15^th May, 2018. In terms of the said Section, the scope of the 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 provided under Sub-section (3) of Section 178 of the Act, adopted by the Board, form part of the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

Pursuant to the provisions of Section 178 of the Act, the Listing Regulations and circular dated 5^th January, 2017 issued by SEBI giving detailed guidance on the mechanism and objective of performance evaluation, the Board, in consultation with its Nomination & Remuneration Committee, has approved a framework for assessment of the Board and its Committees as a whole and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by SEBI on 5^th January, 2017.

Annual performance evaluation of the Board, its Committees and individual directors for the financial year ended 31^st March, 2018 was conducted by:

i. the independent directors, at their meeting held on 24^th April, 2018;

ii. the Nomination and Remuneration Committee of the Board, at its meeting held on 25^th April, 2018; and

iii. the Board, at its meeting held on 25^th April, 2018.

Information and other details on annual performance assessment is given in the Corporate Governance Report.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1^st October, 2017. The Company is in compliance with the revised Secretarial Standards.

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2017-18:

Board meetings of the Company are conducted as per the provisions of the Act, the Listing Regulations and applicable Secretarial Standards. In the last meeting of the 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; agenda with detailed notes thereon is sent at least seven days in advance for the meetings. The notes to agenda contain relevant information and supporting documents along with recommendation from the management for meaningful deliberation on the agenda items. During the year under review, no meeting was held at a shorter notice.

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.

RISK MANAGEMENT:

The Risk Management Policy framed in June, 2015 was further revised by the Board on 8^th August, 2017.

The policy lays down a framework for risk management and mitigation process commensurate with the scale and nature of Company’s business. The policy also identifies the category of risks in line with the Company’s growth strategy, continuously changing business environment and legislative requirements, and also lays down the role of Board of Directors in ensuring monitoring of risk and provide guidelines for evaluation of key risks to which the Company is subject to.

In terms of the policy, a function-wise risk management framework has been drawn up with defined threshold against each of the identified risk events and mitigation measures implemented to escalate/ contain/ counter such risks. The senior management reviews the critical risk events and implements action plan to avoid recurrence of such events. A Risk Report to this effect is reviewed by Board of directors, bi-annually.

CREDIT RATING:

During the year under review, CRISIL has upgraded the Company’s long- term rating to ‘AA /stable’ from ‘AA-/ positive’ and reaffirmed rating of ‘A1 ’ for short term loans. ICRA has assigned long-term rating of ‘AA’ with positive outlook and short-term rating of ‘A1 ’.

INTERNAL FINANCIAL CONTROLS:

In terms of the Section 134(5)(e) the Act, the term Internal Financial Control means the policies and procedures adopted by the company for ensuring orderly and efficient conduct of its business, including adherence to Company’s 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 system in the form of policies and procedures. It follows a structured mechanism of function-specific reviews and risk reporting by the Management Committee of the Company and critical matters 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 of financial transactions, the Company uses an established Enterprise Resource Planning (ERP) system. Adequate controls and checks are built in the ERP system to integrate the underlying books of account and prevent any kind of fraudulent activities. 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 the Chief Internal Auditor who reports to the Audit Committee. The scope of work, accountability, responsibility, reporting and authority of the IA Department is defined in the Internal Audit Charter which is reviewed by the Audit Committee annually.

The IA team draws up an internal audit plan in advance for 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, internal audit of processes at specific plants are outsourced. The IA team conducts audits of the processes followed by plants and corporate functions, specifically emphasising on adherence to SOPs, controls and internal guidelines issued by the management. Implementation of the 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 and the Director and Chief Operating 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 improvising the systems and processes, where necessary.

The Company’s internal control mechanism is commensurate with the scale of its operations thereby ensuring compliance of 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 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.

BUSINESS RESPONSIBILITY REPORT:

Regulation 34(2) of the Listing Regulations, as amended, inter alia, provides that the annual report of the top 500 listed entities based on market capitalisation (calculated as on 31^st March of every financial year), shall include a Business Responsibility Report. In compliance thereto, a Business Responsibility Report for the financial year 2017-18 forms part of this Annual Report.

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

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code of Conduct for Prevention of Insider Trading’ (“PIT Code”). 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 UPSI Code are drawn up on the principle that the Company’s directors and employees owe a fiduciary duty, amongst others, 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 insiders 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.

The UPSI Code documents the manner of disseminating UPSI for making it accessible to the public on non-discriminatory basis.

Any information is determined to be UPSI based on the principles enumerated in the Company’s policy on ‘Determination of Materiality of Event / Information’.

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 stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure I.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In terms of Schedule VII to the Act and Company’s Corporate Social Responsibility (“CSR”) Policy, the Company has undertaken CSR projects under the aegis of Sevak Trust, with whom it has been associated for more than a decade. The CSR projects and programmes approved by the Board are aimed towards enhancing employability by imparting skill-building vocational trainings to unemployed youth and undertake developmental activities in villages to improve living standards and welfare through education, promoting health & hygiene, educating on agriculture methods & means of livelihood, provision of community facilities and the like.

Details about the CSR Policy and initiatives undertaken during the year, are available on Company’s website at www. endurancegroup.com. The Annual Report on CSR activities is attached as Annexure II to this Report.

Expenditure towards CSR activities

During the year under review, the Company had earmarked an amount of Rs.56.10 million for expenditure towards CSR activities. The Board of Directors approved following projects / programmes, which were as per Schedule VII to the Act and CSR Policy of the Company:

1. Village Development Project;

2. Vocational Training Centre; and

3. Sevak Trust Balwadi.

Against the amount earmarked, the Company contributed an equivalent amount towards CSR expenditure on the above projects/ programmes during the said financial year.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, no instances of fraud have been reported.

AUDITORS:

Statutory Auditor

The shareholders of the Company at their Eighteenth AGM had approved appointment of M/s. S R B C & CO. LLP (ICAI Firm Registration No. 324982E/ E300003) as Statutory Auditors of the Company from the conclusion of Eighteenth AGM till the conclusion of Twenty-third AGM of the Company.

In terms of the proviso to Section 139(1) of the Act, the said appointment was subject to ratification by Members at every AGM held during the tenure of their appointment. The proviso to Section 139(1) of the Act has been omitted by the Companies (Amendment) Act, 2017 with effect from 7^th May, 2018; accordingly, the requirement of ratifying appointment of statutory auditors at every annual general meeting, during their tenure of appointment, has been dispensed with.

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 Rules”), the Company is required to maintain cost records with respect to the manufacturing activities, viz. manufacturing of engine components, manufacturing of dies & moulds and generation of electricity through windmill, 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 2018-19. The remuneration proposed is Rs.2.50 lakh per annum subject to ratification by the Members 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 audit of the secretarial records for the financial year 2017-18.

The Secretarial Audit Report for the financial year 2017-18 is set out as Annexure III to this report. The said secretarial audit report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

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. These policies are reviewed by the Board at periodic intervals.

Certain key policies that have been adopted are as follows:

Sr. No	Name of Policy
1.	Nomination and Remuneration Policy
2.	Whistle Blower Policy
3.	Risk Management Policy
4.	Code of Conduct for Prevention of Insider Trading
5.	Code of Conduct for Directors and Employees
6.	Policy on Fair disclosure of Unpublished Price Sensitive Information
7.	Policy for Determination of Materiality of Subsidiaries
8.	Policy for Determination of Materiality of and Dealing with Related Party Transactions
9.	Fraud Prevention and Detection Policy
10.	Policy for Determination of Materiality of Events/ Information
11.	Policy for Preservation of Documents

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

The Nomination and Remuneration (“NR”) Policy of the Company, was framed in August 2016. The NR Policy lays down the principles and mechanism for appointment, cessation of engagement, evaluation and remuneration of directors, key managerial personnel and senior management employees.

During the year under review, based on the recommendation of Nomination and Remuneration Committee (“NRC”), the NR Policy was revised by the Board at its meetings held on 8^th August, 2017 and 15^th May, 2018. The key changes made to the NR Policy are tabulated overleaf:

Sr. No.	Existing Clause	Revised Clause	Rationale for revision
VI - Nomination
A.	4. The Committee shall establish and review succession plans of the Board, Key Managerial Personnel and Senior Management Employees.	The Committee shall review succession plans of the Board, Key Managerial Personnel and Senior Management Employees.	To align the NR Policy with the terms of reference of the NRC.
VII -	Remuneration
B.	2.1.4 Remuneration will be reviewed annually by the management of the Company.	All remuneration, in whatever form, payable to designated senior management employees shall be reviewed and recommended to the Board, after taking into account the views of the management of the Company.	Amendment in the Listing Regulations - Clause A of Part D of Schedule II to the Listing Regulations.
VIII -	Evaluation
C.	4. The Committee shall be responsible for carrying out evaluation of every Director’s performance.	5. The Committee shall be responsible for implementation of the methodology to be followed by the Company for performance evaluation of the Board, its committees and individual directors and for periodic review of the same. (Sequencing of clauses 4 and 5 interchanged; this clause is at # 5)	Amendment to Section 178 of the Act.
D.	6. The performance evaluation of Directors shall be done by the entire Board (excluding the director being evaluated) on the basis of recommendations of the Committee and meeting of independent directors.	The performance evaluation of individual directors shall be done by the entire Board (excluding the director being evaluated) on the basis of recommendations of the meeting of independent directors. The Board shall also evaluate performance of the Board of Directors and its committees, as a whole.	Amendment to Section 178 of the Act.

The above-mentioned changes were primarily necessitated on account of amendments in the Act and Listing Regulations.

Particulars of Employees and related disclosures:

Disclosure of remuneration and other details as required under Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 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 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 Members 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 advanced any loans or given guarantees covered under the provisions of Section 186 of the Act. Particulars of investments form part of the notes to financial statements.

Fixed Deposits:

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

VIGIL MECHANISM/ 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 incorporates a whistle blower policy in terms of Regulation 22 of the Listing Regulations) for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud, or violation to the Company’s Code of Conduct.

Protected disclosures can be made by a whistle blower to the 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 www.endurancegroup.com.

In terms of the provisions of the Act, an ombudsman has been appointed to independently investigate protected disclosures communicated under the Whistle Blower Policy and matters of violation to Company’s Code of Conduct.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31^st MARCH, 2018 AND DATE OF BOARD’S REPORT:

The Company has availed Rs.700 million by issue of Commercial Paper to meet its fund requirements.

RELATED PARTY TRANSACTIONS:

As per the Listing Regulations, all Related Party Transactions are placed before the Audit Committee for approval.

The Audit Committee and the Board, at its respective meetings held on 9^th November 2017, approved re-appointment of Mr. Naresh Chandra, Chairman of the Board as an Advisor to the Company for a period of three years with effect from 1^st April, 2018 at a remuneration of Rs.2.25 lakh per month (excluding applicable taxes).

During the year, 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 Company’s Policy on Determining Materiality of and Dealing with Related Party Transactions (“RPT Policy”).

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

The RPT Policy, as approved by the Board, can be accessed on the Company’s website at www.endurancegroup.com/ investor/investor-relations.

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.

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

The Company has a “Safety and Security of Women at Workplace” policy (“Policy”) in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The 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 workmen engaged by the Company through contractors.

The Company observes zero tolerance towards any kind of violation of the aforementioned Policy. As per the Policy, the Company has constituted an Internal Complaints Committee (“ICC”) which is chaired by a female employee and senior management officials of the Company as its members. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year under review, there were no complaints received by the ICC under the Policy.

EXTRACT OF ANNUAL RETURN:

Details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure V.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations remained cordial. Details of wage settlement agreements entered during the year are as follows:

a. For plant located at plot no. B-1/2 and B-1/3, Chakan, Pune: Wage settlement agreement with Maharashtra Rajya Kamgar Sanghatana expired on 30^th November, 2016. New wage settlement Memorandum of Understanding (“MOU”) was signed on 27^th September, 2017. This MOU is effective from 1^st April, 2017 and is valid till 30^th September, 2020.

b. For plants located at plot nos. 3 & 7, Pantnagar, Uttarakhand: Wage settlement agreement with Endurance Technologies Workers Union expired on 31^st January, 201 7. New wage settlement agreement was signed on 21^st August, 2017. This agreement is effective from 1^st February, 201 7 and is valid till 31^st January, 2021.

ACKNOWLEDGMENTS:

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

The Directors also express 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 reposing their confidence in the management. The management looks forward to their continued support in future.

For and on behalf of the Board

Naresh Chandra

Place: Mumbai Chairman

Date: 15^th May, 2018 DIN: 00027696

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Mar 31, 2017

Dear Shareholders,

The Directors of your Company take pleasure in presenting the Eighteenth Annual Report on the business and operations of the Company together with financial statements for the financial year ended 31^st March, 2017.

Financial Results

Rs. in million

Standalone Consolidated

Particulars	Financial Year 2016-17	Financial Year 2015-16	Financial Year 2016-17	Financial Year 2015-16
Revenue from operations	42,660.05	40,468.69	59,742.03	56,176.16
Total income	42,947.19	40,683.61	60,222.92	56,505.79
Gross profit before finance cost, depreciation, exceptional items and extraordinary expenses	4,835.95	4,598.52	7,874.00	7,124.56
Finance cost	178.57	329.74	322.49	489.56
Profit before depreciation, exceptional items and extraordinary expenses	4,657.38	4,268.78	7,551.51	6,635.00
Depreciation and amortization	1,668.57	1,475.00	2,905.06	2,431.73
Profit before tax	2,988.81	2,793.78	4,646.45	4,203.27
Current tax expense	759.06	643.45	1,337.17	1,168.95
Deferred tax	14.78	63.88	6.18	29.82
Net profit for the year	2,214.97	2,086.45	3,303.10	3,004.50
Less: Profit attributable to Non-controlling interest	-	-	-	10.87
Profit attributable to owners of the Company	2,214.97	2,086.45	3,303.10	2,993.63
Add: Profit brought forward from last year	10,721.07	8,927.13	11,087.40	8,602.63
Add: Capital subsidy received during the year	-	3.00	-	3.00
Add: Re-measurements of defined benefit plans, net of tax	(17.83)	0.75	(17.01)	0.59
Acquisition of non-controlling interest in subsidiary	-	-	-	(216.19)
Appropriation: Dividend on Equity Shares Tax on Dividend	(52.75) (10.74)	(246.16) (50.10)	(52.75) (10.74)	(246.16) (50.10)
Balance carried forward in Balance Sheet	12,854.72	10,721.07	14,310.00	11,087.40

Dividend

Considering the Company’s financial performance, the Board of Directors have recommended dividend of Rs.2.50 per equity share of Rs.10 each (25%) for the financial year 2016-17, for consideration of the shareholders at the ensuing Annual General Meeting (“AGM”).

The dividend, if approved by the shareholders, will result in an outgo of Rs.423.3 million, which includes tax on dividend aggregating to Rs.71.6 million.

Company’s Performance

The Company has adopted Indian Accounting Standards (Ind AS) w.e.f. 1^st April, 2016 pursuant to the notification of Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs. Previous year’s figures have been restated and audited by M/s. Deloitte Haskins & Sells LLP Chartered Accountants (Firm’s Registration No.117366W/W-100018).

During the financial year 2016-17 revenue from operations on standalone basis increased to Rs.42,660 million as against Rs.40,469 million in the previous year - a growth of 5.4%. The profit after tax for the current year is Rs.2,215 million as against Rs.2,086 million in the previous year - a growth of 6.2%.

On a consolidated basis Endurance Group achieved revenue of Rs.59,742 million compared to Rs.56,176 million in the previous year - a growth of 6.3%. Profit after tax of the group for the year stood at Rs.3,303 million as against Rs.3,005 million in the previous year - a growth of 9.9%.

Consolidated Financial Statements:

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and applicable provisions of the Companies Act, 2013 (“Act”) read with the rules issued thereunder, consolidated financial statements of the Company for the financial year 2016-17 have been prepared in compliance with applicable accounting standards and on the basis of audited financial statements of the Company, its subsidiaries (including step-down subsidiaries) as approved by the respective companies’ Board of Directors.

During the year, the Board of Directors reviewed the affairs of the subsidiaries in accordance with Section 129(3) of the Act. Consolidated financial statements together with the auditor’s report form part of this annual report.

Subsidiaries

During the year under review, there were no new subsidiaries incorporated nor any company ceased to be a subsidiary of the Company. As at 31^st March, 2017, the Company had following subsidiaries:

1. Endurance Overseas Srl, Italy (Direct subsidiary);

2. Endurance Fondalmec SpA, Italy (Indirect subsidiary);

3. Endurance FOA SpA, Italy (Indirect subsidiary);

4. Endurance Engineering Srl, Italy (Indirect subsidiary); and

5. Endurance Amann GmbH, Germany (Direct subsidiary).

In terms of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of the Company’s subsidiaries in Form AOC-1, 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 kept for inspection by any Member of the Company at its Registered and Corporate Office during business hours. These financial statements are also placed on the Company’s website www.endurancegroup.com/investor/investor-relations. Copy of these financial statements shall be made available to any Member of the Company, on request.

Details of subsidiaries of the Company and their performance are covered in Management Discussion and Analysis Report forming part of the Annual Report.

Conversion of Company to Public Limited Company

During the year under review, the shareholders of the Company, at their Extra-ordinary General Meeting (“EoGM”) held on 18^th May, 2016 approved conversion of the Company into public limited by deleting the word ‘Private’ and corresponding amendments in its Memorandum and Articles of Association as applicable to a public limited company.

The Company received a fresh certificate of incorporation dated 31^st May, 2016 from the Registrar of Companies, Maharashtra, Mumbai effecting conversion of the Company into public limited. Consequently, the name of the Company changed to “Endurance Technologies Limited”.

Share Capital

Restructuring of Authorised Capital:

Pursuant to the approval of the shareholders, granted at the EoGM held on 18^th May, 2016, the authorised share capital was restructured as follows:

i. Consolidation and division of the equity share capital of the Company from 216,250,000 equity shares of ‘4 each to 86,500,000 equity shares of Rs.10 each;

ii. Reclassification of existing redeemable preference share capital into equity share capital; and

iii. Increase in the authorised share capital from Rs.885 million to Rs.1,650 million.

Consequently, the authorised share capital changed from:

Rs.885,000,000 (Rupees Eight Hundred Eighty Five Million only) divided into 86,500,000 equity shares of Rs.10 each aggregating to Rs.865,000,000 (Rupees Eight Hundred Sixty Five Million only) and 2,000,000 Redeemable Preference Shares of Rs.10 each aggregating to Rs.20,000,000 (Rupees Twenty Million only).

To

Rs.1650,000,000 (Rupees One Thousand Six Hundred Fifty Million only) divided into 165,000,000 equity shares of Rs.10 each.

Issue of Bonus Shares:

During the year under review, your Company issued bonus equity shares in the ratio of 7:1 (seven bonus equity shares for every one equity share held). The shareholders, in the EoGM held on 18^th May, 2016, approved issuance of bonus equity shares which were allotted on 29^th May, 2016, to the members who held equity shares on the record date i.e. 25^th May, 2016, by capitalisation of capital redemption reserve and securities premium account.

Change in the Paid-up Share Capital of the Company:

Consequent to the consolidation of equity share capital from face value of Rs.4 per share to Rs.10 per share and issue of bonus shares in the ratio of 7:1, the issued, subscribed and paid-up equity share capital increased from Rs.175.83 million to Rs.1,406.63 million.

The paid up equity share capital as on 31^st March, 2017 was Rs.1,406,628,480.

Initial Public Offering

During the year under review, the Company offered its equity shares of Rs.10 each (“Equity Shares”) for subscription by the public, by way of Initial Public Offer (“IPO”). The IPO was by way of an Offer for Sale of 19,295,968 Equity Shares by Actis Components and System Investments Limited (Private Equity investor) and 5,317,056 Equity Shares by Mr. Anurang Jain (Promoter).

The Equity Shares in the IPO were offered at a price of Rs.472 per share. The Company listed its Equity Shares on BSE Limited and National Stock Exchange of India Limited on 19^th October, 2016.

Post IPO, 17.5% of the shareholding is held by public and balance 82.5% is held by the Promoter and Promoter group.

Utilisation of IPO Proceeds:

As the Company’s IPO was by way of an Offer for Sale by shareholders, the Company did not receive any proceeds from the IPO and the proceeds were paid to the shareholders.

Directors and Key Managerial Personnel

Appointment of Mr. Massimo Venuti

During the year under review, Mr. Massimo Venuti, (DIN: 06889772), who was appointed as director of the Company effective 6^th June, 2014, tendered his resignation from the directorship of the Company effective 9^th June, 2016, owing to certain personal reasons of transient nature.

In terms of the provisions of Section 161 of the Act, Mr. Massimo Venuti was appointed as an Additional Director of the Company on 2^nd December, 2016 and holds office upto the date of the forthcoming AGM.

The Company has received notice from Members proposing the candidature of Mr. Venuti for appointment as director of the Company and accordingly the matter has been proposed for consideration of the shareholders at the ensuing AGM.

Information as required under Regulation 36(3) of the Listing Regulations for his appointment is provided in the Notice of Eighteenth AGM.

Appointment of women directors and independent directors

During the year under review, in terms of Sections 149 and 152 of the Act, the Board of Directors, at its meeting held on 10^th June, 2016, appointed Ms. Anjali Seth and Mrs. Falguni Nayar as Additional Non-Executive Independent Directors, for a period of five years commencing from 10^th June, 2016. Their appointment as Non-Executive Independent Directors, was approved by the shareholders in the Seventeenth AGM of the Company held on 3^rd August, 2016.

In terms of Section 149(6) of the Act, following persons, who were already holding directorships of the Company were appointed as independent directors of the Company by the Board, at its meeting held on 10^th June, 2016, for a period of five years:

i. Mr. Partho Datta;

ii. Mr. Soumendra Basu; and

iii. Mr. Roberto Testore.

Their appointment as independent directors was approved by the shareholders in the Seventeenth AGM held on 3^rd August, 2016.

Brief profile of the directors appointed during the year under review, is given below. Ms. Anjali Seth

Ms. Anjali Seth, (DIN:05234352), is an eminent professional lawyer having more than thirty years’ experience. She is on the Board of Adlabs Entertainment Limited, Caprihans (India) Limited, Kalpataru Limited and Kalpataru Power Transmission Limited, amongst other companies.

She has advised and provided consultancy services to top banks and financial institutions including on M&As, PE investments and other legal matters. Ms. Seth has worked with International Finance Corporation and gained global experience in project financing, client negotiations, liaison with the Ministry of Finance, Reserve Bank of India and other statutory and regulatory authorities, interface with external solicitors and counsels, interaction with head quarters on World Bank Group specific legal frame-work and advising on local laws and regulations.

Mrs. Falguni Nayar

Mrs. Falguni Nayar, (DIN: 00003633), is an entrepreneur, founder and Chief Executive Officer of FSN Ecommerce Ventures Pvt. Ltd. At present, she serves on Board of a number of companies including Tata Motors Limited, ACC Limited, Dabur India Limited, L&T Infrastructure Finance Limited and Kotak Securities Limited.

Mrs. Nayar holds Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad. She holds rich and varied experience of over 30 years. She started her career as a Manager and Consultant at A F Ferguson & Co. Thereafter, she was associated with Kotak Mahindra Finance Ltd., Kotak Securities Ltd. and Kotak Investment Bank, for over nineteen years as an Investment banker with the last six years as Managing Director and Chief Executive Officer of Kotak Investment Bank. She also served as a Corporate Advisor to Temasek Holdings Advisors India Pvt. Ltd. Thereafter, she founded Nykaa.com, which was awarded as a The Most Innovative E-Commerce Company’ at the eTales Awards - 2015.

Mrs. Nayar has received the FICCI Ladies Organization (FLO) award for top woman achiever in the field of banking in 2008 and has also been recognized amongst Top Women in business by Business Today in 2009 & 2011.

Mr. Partho Datta

Mr. Partho Datta, (DIN: 00040345), is a Chartered Accountant by qualification and has also attended the Advanced Management Program of the Harvard Business School.

He holds over three decades of corporate experience and has been involved with industry associations at both national and regional levels.

He began his career with Dunlop India Limited and later joined the erstwhile Indian Aluminium Company Limited (Indal). He has also worked in the erstwhile Alcan Aluminium Limited, the parent company of Indal in Canada. He served as Treasurer, Chief Financial Officer and then Director - Finance in Indal. During his tenure at Indal, the company received several awards for business performance and presentation of accounts.

In 1998, he joined the Murugappa Group, Chennai as the head of Group Finance and a member of the supervisory board of the group. Murugappa Group won the prestigious World Family Business award of the IMD during his tenure and also saw significant advances in corporate governance and professionalisation.

Mr. Datta was a non-executive special advisor to the Satyam Computer Services Limited Board after the Central Government appointed a new group of Directors in January 2009.

At present, Mr. Datta is also on the Boards of HDFC Bank Limited, IRIS Business Services Limited, Peerless Funds Management Co Limited and The Peerless General Finance & Investment Co Limited.

Mr. Soumendra Basu

Mr. Soumendra Mohan Basu, (DIN: 01125409), holds an Honours Degree in English from Presidency College, Kolkata.

He has undergone a formal accreditation program in coaching with Right Management.

Mr. Basu, holds more than 36 years of experience in banking sector. He has worked with three premier banking institutions - State Bank of India, ANZ Grindlays Bank and Standard Chartered Bank.

In ANZ Grindlays Bank, he held senior positions across the Corporate and Consumer Banking businesses and in functions such as strategy, process re-engineering and operations. Following the acquisition of ANZ Grindlays by Standard Chartered Bank in 2000, he became COO-India Region and was responsible for the management of around 1900 staff across multiple locations and functions. He also led the integration of IT and Operations of both the Banks.

He was instrumental in the establishment of Scope International. He served as Director of both Scope International and Standard Chartered Finance Ltd. During his tenure in India, he was also a member of Standard Chartered Bank’s India Management Committee. In 2003, he moved to Singapore in a global role with the Wholesale Bank of Standard Chartered, managing the Credit Risk Control function and the Basel Program.

Thereafter, he joined Manpower India, a 100% subsidiary of Manpower Inc., a fortune 500 Company and a Global leader in human resources and staffing solutions. While in Manpower for three years, he laid the foundation for making Manpower India a leading and dominant recruitment services firm in India. He played a leading role in the formation of joint venture with ABC Consultants. During this period, Right Management, a Manpower Company, started the process of acquiring Grow Talent India Pvt. Ltd. He served on the Board of Right Grow Talent India Pvt. Ltd. during the phase of transition.

He is presently an independent consultant in the areas of organization, human resources and corporate affairs as Managing Partner of DGA Consulting.

He is a director on the Boards of India Carbon Limited, Peerless Funds Management Co. Limited and Bengal Peerless Housing Development Company Limited.

Mr. Roberto Testore

Mr. Roberto Testore, (DIN: 01935704), has graduated in mechanical engineering from Turin Polytechnic University.

He holds more than three decades of experience in automobile industry.

He began his career in the automobile sector joining FIAT in 1976, and held positions in production and organisation. Thereafter, he joined the IFI-owned Group Unimorando as Vice President of the Industrial Operations; during this period he executed the restructuring of the whole group. In 1986, he joined COMAU where he held different positions till 1994 when he was appointed CEO of COMAU SpA and COMAU Finanziaria S.p.A. During this period COMAU became the world leader company operating in industrial automation.

In 1996, he joined FIAT Auto S.p.A. as Chief Executive Officer. During these years, the company won the European “Car of the Year” award twice and in the meantime FIAT became the leading brand in Brazil and began manufacturing and selling cars in China, India, South Africa and Egypt. He has also held senior positions in Trenitalia S.p.A., the Company that manages the railway operations inside the Group Ferrovie dello Stato SpA. From 2004 to 2006 Trenitalia was reorganized, through various evolutions, in order to face the deregulation of the Railway Transport.

Amongst other Companies where Mr. Testore holds directorships, he is presently Managing Director of Pantheon IT Srl, Chairman of Pantheon Italia Srl, Sole Administrator of Risorgimento Srl and is also Chief Operating Officer of Sofinter SpA and AC Boiler SpA.

Resignation of Mr. Asanka Rodrigo

During the year under review, Mr. Asanka Rodrigo, (DIN: 03010463), resigned from directorship of the Company on 20^th October, 2016. Mr. Rodrigo was a nominee of Actis Components and System Investments Limited (“Actis”), and was appointed on the Board of the Company pursuant to the Shareholders’ Agreement dated 19^th December, 2011, executed between the Company, Actis and Company’s other shareholders, after Actis became a shareholder of the Company in 2011. His resignation was in terms of the said Shareholders’ Agreement, whereby the agreement terminated upon listing of the Company’s equity shares on the stock exchanges.

Retirement of directors by rotation

In terms of Section 152 of the Act, Mr. Ramesh Gehaney, (DIN: 02697676), Director and Chief Operating Officer, shall retire 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 of Eighteenth AGM.

Key Managerial Personnel

During the year under review, consequent upon conversion of status to ‘public company’ and in terms of the provisions of Section 203 of the Act, the Board of Directors, at its meeting held on 10^th June, 2016, appointed the following officials as ‘Key Managerial Personnel’ of the Company:

i. Mr. Anurang Jain, Managing Director;

ii. Mr. Ramesh Gehaney, Director and Chief Operating Officer (Whole Time Director);

iii. Mr. Satrajit Ray, Director and Group Chief Financial Officer (Chief Financial Officer); and

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

Number of Meetings of the Board

During the year under review six Board meetings were held and detailed information on the same is given in the Corporate Governance Report.

Directors’ Responsibility Statement

Pursuant to Section 134(5) 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, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 2016-17 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 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 operating effectively.

Declaration by Independent Directors

In terms of Section 149(7) of the Act, the Independent Directors of the Company have submitted their declaration confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act.

Directors’ Remuneration Policy and Criteria for matters under Section 178

As stipulated under Section 178 of the Act and based on the recommendation of the Nomination and Remuneration Committee, the Board has approved a Nomination and Remuneration Policy of the Company. The Policy documents the mechanism for appointment, cessation, evaluation and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company. Information on the Policy and details of the criteria for determining qualifications, positive attributes and other matters in terms of Section 178 of the Act are provided in the Corporate Governance Report.

Performance Evaluation of the Board, Its Committees and Directors

Annual performance evaluation of the Board, its Committees and individual directors for the financial year ended 31^st March, 2017 was conducted by:

i. the independent directors, at their meeting held on 18^th April, 2017;

ii. the Nomination and Remuneration Committee of the Company, at its meeting held on 19^th April, 2017; and

iii. the Board, at its meeting held on 19^th April, 2017.

Information and other details on annual performance assessment is given in the Corporate Governance Report.

Information on Board Meeting Procedure and attendance during the Financial Year 2016-17

The Board meetings of the Company are conducted as per the provisions of the Act, Listing Regulations and applicable Secretarial Standards. Information as mentioned in the Act and Schedule II to the Listing Regulations and all other material information, as may be decided by the management, is placed for consideration of the Board. Details on the matters to be discussed along with relevant supporting documents, data and other information is also furnished in the form of detailed agenda to the Board and the Committees concerned, to enable directors take critical decisions and accordingly advise the management.

Details regarding information furnished to the Board members, number of Committee and Board meetings held during the year along with attendance record of each director has been disclosed in the Corporate Governance Report of the Company.

Risk Management

The Company has a Board approved Risk Management Policy, which has been drawn up with the objective to identify, evaluate, assess and prioritise risks to which the Company is exposed to and defines a mechanism to mitigate such identified risks.

Effective April 2016, the risk management framework of the Company has also been formalised. The framework, inter alia, encompasses risks, that are specific to the Company considering general industry and perceived market risks; thresholds against the identified risks, wherever feasible and an appropriate review, monitoring and reporting mechanism. The framework lays down the functions/ departments responsible for mitigation of the risks identified. Based on the mechanism laid down in the framework, a status report is presented by each function biannually and critical matters are reviewed by the Audit Committee and the Board.

Credit Rating

During the year under review the credit rating of the Company’s short term and long term debt was maintained by CRISIL at ‘CRISIL AA-/Stable’ for long term loan and ‘CRISIL A1 ’ for short term loan.

In April, 2017 ICRA rated the Company’s long term and short term borrowing at ‘ICRA AA (Positive)’ and ‘ICRA A1 ’, respectively.

Internal Financial Controls

Your Company has an adequate internal financial control mechanism wherein all policies and procedures have been adopted with the objective of ensuring:

i) orderly and efficient control of business;

ii) adherence to Company’s policies;

iii) safeguarding of assets;

iv) prevention and detection of frauds and errors;

v) accuracy and completeness of accounting records; and

vi) timely preparation of reliable financial information.

The Company has an internal control framework which includes policies, standard operating procedures and schedule of authority which are developed and documented. It follows a structured mechanism of function-specific reviews and risk reporting by the Management Committee of the Company and critical matters are brought to the attention of the Audit Committee and the Board.

Further, the Company has an in-house Internal Audit (IA) team lead by the Chief Internal Auditor who reports to the Audit Committee. The scope of work, accountability, responsibility, reporting and authority of the IA Department is defined in the Internal Audit Charter which is reviewed by the Audit Committee annually.

The IA team draws up an internal audit plan in advance for 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, internal audit of processes at specific plants are outsourced. The IA team conducts audits of the processes followed by plants and corporate functions, specifically emphasising on adherence to Standard Operating Procedures (SOPs), controls and internal guidelines issued by the management.

Observations of the audit are shared with the respective plant and function heads along with recommended corrective measures. Implementation of the 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 and the Director and Chief Operating 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 improvising the systems and processes, where necessary.

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

Corporate Governance

In terms of the Listing Regulations, Corporate Governance Report, including General Shareholders’ information along with the report on Management Discussion and Analysis forms part of the Annual Report of the Company for the financial year 2016-17.

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.

Code of Conduct for Prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code of Conduct for Prevention of Insider Trading’ (“PIT Code”). 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 UPSI Code are drawn up on the principle that the Company’s directors and employees owe a fiduciary duty, amongst others, 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. These codes lay down the mechanism for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information (“UPSI”) to the investor community by the Company to enable them take informed investment decisions with regard to its securities.

The PIT Code prescribes the procedure for trading in securities of the Company and the disclosures to be made by persons covered under the PIT Code with respect to their shareholding in the Company, both direct and indirect.

The UPSI Code documents the manner of disseminating UPSI for making it accessible to the public on non-discriminatory basis.

Any information is determined to be UPSI based on the principles enumerated in the Company’s policy on Determination of Materiality of Event / Information.

Details in Respect of Frauds Reported by Auditors

During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditors have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

Auditors Statutory Auditor

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm’s Registration No. 117366W/W-100018) (“DHS”), hold office up to the conclusion of the Eighteenth AGM.

DHS were appointed as Statutory Auditors of the Company from the conclusion of Seventh AGM i.e. from 30^th September, 2006 and thereafter they have been re-appointed every year. In terms of Section 139 of the Act read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, pertaining to mandatory rotation of auditors, the term of appointment of DHS as Statutory Auditors of the Company expires at the conclusion of the Eighteenth AGM and they are not eligible for re-appointment.

In view of the foregoing, the Board has recommended appointment of M/s. S R B C & CO. LLP Chartered Accountants (Firm Registration No: 324982E/E300003), as Statutory Auditors of the Company for a period of five years, from the conclusion of Eighteenth AGM till the conclusion of Twenty-third AGM of the Company, subject to approval of the shareholders at the Eighteenth AGM. Their appointment shall be subject to ratification by the shareholders at every subsequent AGM.

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 Rules”), the Company is required to maintain cost records with respect to the manufacturing activities, viz.manufacturing of engine components, manufacturing of dies & moulds and generation of electricity through windmill and get the same audited.

Pursuant to Section 148 of the Act and Rules made thereunder, Mr. Jayant B. Galande, Cost Accountant (Membership No. M-5255) was appointed as Cost Auditor for auditing the cost accounting records maintained by the Company for the financial year 2016-17.

Based on the recommendation of the Audit Committee, the Board, at its meeting held on 10^th May, 2017, has appointed Mr. Jayant B. Galande as Cost Auditor of the Company for the financial year 2017-18 at a remuneration of Rs.2.50 lakh, an increase of Rs.0.25 lakh as compared to the audit fee for the financial year 2016-17. The said fee is exclusive of applicable taxes and reimbursement of out-of-pocket expenses, which shall be payable at actuals.

A proposal for ratification of the audit fee payable to Mr. Jayant B. Galande, Cost Auditor for audit of cost records for the financial year 2017-18 has been made, for consideration of the shareholders at the ensuing AGM.

Secretarial Auditor

In view of the change in the status of the Company from ‘private limited’ to ‘public limited’ and subsequent listing of its equity shares on stock exchanges, the Company is required to comply with the provisions of Section 204 of the Act and annex Secretarial Audit Report with its Board’s report for the financial year 2016-17.

Accordingly, in terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sachin Bhagwat (Membership No. A10189, CP No. 6029) Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the financial year 2016-17 is annexed herewith as Annexure III and forms part of this report. The report does not contain any qualification, reservation or adverse remark.

Disclosures:

Policies of the Company:

The Company is committed to high ethical standards in its business transactions guided by its value systems. 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 by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals.

Some of the key policies that have been adopted are as follows:

Sr. no.	Name of Policy
1.	Nomination and Remuneration Policy
2.	Whistle Blower Policy
3.	Risk Management Policy
4.	Code of Conduct for Prevention of Insider Trading
5.	Code of Conduct for Directors and Employees
6.	Policy on Fair disclosure of Unpublished Price Sensitive Information
7.	Policy for Determination of Materiality of Subsidiaries
8.	Policy on Determining Materiality of and Dealing with Related Party Transactions
9.	Policy for Determination of Materiality of Event

The polices are available on the Company’s website on the link www.endurancegroup.com/investor/investor-relations.

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 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 Members excluding the aforesaid annexure. The said annexure is available for inspection at the registered and corporate 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 advanced any loans or given guarantees covered under the provisions of Section 186 of the Act. Particulars of investments form part of the notes to financial statements.

Fixed Deposits

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

Vigil Mechanism/ Whistle Blower Policy

In terms of the provisions of Section 177(9) of the Act read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the Board, approved and adopted a Whistle Blower Policy which includes vigil mechanism for the Company. The Policy forms part of the Code of Conduct of the Company.

Protected disclosures can be made by a whistle blower to the 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 www.endurancegroup.com.

In terms of the provisions of the Act, an ombudsman has been appointed to independently investigate protected disclosures communicated under the Whistle Blower Policy and matters of violation to Company’s Code of Conduct.

Material Changes and Commitments affecting financial position of the Company between 31^st March, 2017 and date of Board’s Report

The Company has availed Rs.700 million by issue of Commercial Paper to meet its fund requirements.

Corporate Social Responsibility Initiatives

In terms of Schedule VII to the Act and the Company’ Corporate Social Responsibility (“CSR”) Policy, the Company has undertaken CSR projects under the aegis of Sevak Trust, with whom it has been associated for more than a decade. The CSR programmes approved by the Board are directed towards enhancing employability by providing skill-building trainings to unemployed youth and helping villages in improving their standard of living by undertaking activities for promoting health, hygiene, sanitation, education & livelihood.

Details about the CSR Policy and initiatives undertaken during the year, are available on Company’s website at www.endurancegroup.com. The Annual Report on CSR activities is attached as Annexure II to this report.

Expenditure towards CSR activities

During the year under review, the Company earmarked an amount of Rs.49.6 million for expenditure towards CSR activities for the financial year 2016-17. Against the amount earmarked, the Company contributed an amount of Rs.18.3 million towards CSR expenditure on the above projects during the said financial year.

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 stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure I.

Related Party Transactions

During the year under review, Ms. Rhea Jain, daughter of Mr. Anurang Jain was appointed as an employee of the Company. She has been designated as an “Officer on Special duty” in ‘Manager’ cadre.

All contracts/ arrangements/ transactions entered into by the Company, during the financial year, with related parties were on arm’s length basis and in the ordinary course of business. In terms of the Company’s Policy on Determining Materiality of and Dealing with Related Party Transactions (“RPT Policy”), all such transactions are placed before the Audit Committee, for its approval.

In its meeting held on 10^th May, 2017, the Board adopted a revised RPT Policy to align with amendments notified in the Companies (Meetings of Board and its Powers) (Amendment) Rules, 2017, issued by the Ministry of Corporate Affairs vide notification no. G. S. R. 309(E) dated 30^th March, 2017 and the same is uploaded on the Company’s website at www.endurancegroup.com.

During the year under review, there were no ‘material’ related party transactions as defined under Regulation 23 of the Listing Regulations, hence there are no details to be disclosed in Form AOC-2.

Significant and material orders passed by the Regulators or Courts

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company adopted a “Safety and Security of Women at Workplace” policy (“Policy”) in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The 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 workmen engaged by the Company through contractors.

The Company observes zero tolerance towards any kind of violation of the aforementioned Policy. As per the Policy, the Company has constituted an Internal Complaints Committee (“ICC”) which is chaired by a female employee and senior management officials of the Company as its members. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year ended 31^st March, 2016, the ICC received one complaint pertaining to sexual harassment. Detailed investigations were carried out and appropriate action was taken by the ICC. The complaint received by the ICC was redressed.

Extract of Annual Return

Details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure V

Industrial Relations

During the year under review, the industrial relations remained cordial. The Company signed a wage settlement agreement on 11^th April, 2016 for its manufacturing facility located at Plot no. 400, Sector 8, IMT Manesar, Gurgaon, Haryana.

Acknowledgments

Your Directors take this opportunity to express their sincere appreciation towards commitment and hard work of all the employees across the Company during the year.

The Directors also express 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 reposing their confidence in the management. The management looks forward to their continued support in future.

For and on behalf of the Board

Place: Mumbai Naresh Chandra

Date: 10^th May, 2017 Chairman

DIN: 00027696