Sansera Engineering : Book Closure

July 25, 2022
National Stock Exchange of India Limited	Bombay Stock Exchange Limited
Exchange Plaza, Plot No. C/1, Block -G	Corporate Relationship Department
Bandra-Kurla Complex	P.J. Towers, Dalal Street
Bandra (East), Mumbai - 4000 51	Mumbai - 4000 01
Scrip Symbol: SANSERA	Scrip Code: 543358
Dear Sir

Subject: Date of 40th Annual General Meeting, Intimation of Record date and Book Closure Date pursuant to Regulation 42 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We wish to inform you that the 40th Annual General Meeting (AGM) of the Company will be held on Thursday, August 18, 2022, at 11.00 am (IST) through VC/OAVM.

Pursuant to Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Registrar of Members and the Share Transfer Books of the Company will remain closed from Friday, August 12, 2022 to Thursday, August 18, 2022 (both days inclusive) for taking record of the members of the Company for the purpose of dividend and AGM.

The Dividend of Rs.2/- per equity share of face value of Rs.2/- each, as recommended by the Board of Directors for the financial year 2021-22 at its meeting held on May 23, 2022, if approved at the 40th Annual General Meeting, would be paid to those shareholders/ members:

1. whose names appear as Beneficial Owners as at the end of the business hours on Monday, August 11, 2022 (Record date) in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and
2. whose names appear as members in the Register of Members of the Company as at the end of the business hours on Monday, August 11, 2022, after giving effect to valid request(s) received for transmission / transposition of shares.

SANSERA ENGINEERING LIMITED

(Formerly Sansera Engineering Pvt Ltd)

Reg Off: No. 143/A, Jigani Link Road, Bangalore-560 105, India, Tel: [phone]/83. Fax: [phone]

E-mail id: [e-mail] Website: www.sansera.in CIN: L34103KA1981PLC004542

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The dividend will be paid on or before September 9, 2022, subject to deduction of tax at source as may be applicable.

A copy of notice of AGM is attached herewith.

We request you to take the above intimation on your record.

Thanking you,

for Sansera Engineering Limited

Rajesh Kumar Modi

Company Secretary and Compliance Officer

Encls: Notice of 40th AGM

cc:

1. National Securities Depository Limited
2. Central Depository Services (India) Limited, and
3. Link Intime India Private Limited (RTA)

SANSERA ENGINEERING LIMITED

(Formerly Sansera Engineering Pvt Ltd)

Reg Off: No. 143/A, Jigani Link Road, Bangalore-560 105, India, Tel: [phone]/83. Fax: [phone]

E-mail id: [e-mail] Website: www.sansera.in CIN: L34103KA1981PLC004542

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SANSERA ENGINEERING LIMITED

(CIN: L34103KA1981PLC004542)

Registered office: Plant-7, No.143/A, Jigani Link Road, Bommasandra Industrial Area, Anekal Taluk Bengaluru-560105, India Phone No: [phone]/82/83; Fax No.+91 80 27839309 Email: [e-mail]; Website: www.sansera.in

NOTICE OF 40TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 40th Annual General Meeting of the members of Sansera Engineering Limited will be held on Thursday, August 18, 2022 at 11.00 a.m. (IST) through video conferencing ('VC')/Other Audio-Visual Means ('OAVM') facility to transact the following business(es):

ORDINARY BUSINESS:

1. To consider and adopt the audited standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2022 together with the Auditors' and Board's Report thereon.
2. To declare dividend of ` 2.00 per equity share for the year ended March 31, 2022.
3. To appoint a Director in place of Mr. Fatheraj Singhvi (DIN: 00233146) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. TO CONSIDER AND APPROVE CERTAIN ARTICLES OF THE ARTICLES OF ASSOCIATION OF THE COMPANY.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Articles of Association of the Company, the Securities Contracts (Regulation) Act, 1956, as amended, the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ("SEBI LODR

Regulations"), the Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), the

Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder, and other applicable laws, rules and regulations, guidelines (including any statutory modification(s) thereof for the time being in force), the approval of the members of the Company be and is hereby accorded to approve Articles 43(f) and 43(g) of Part A and Article 18.3 and the associated definitions under Article 2.1 of Part B of the Articles of

Association of the Company, as reproduced below:

Part A of the Articles of Association

Article 43 (f): Investor 1 i.e., Client Ebene Limited (CEL) right to appoint one nominee director on the Board.

43(f): Investor 1 may nominate one director on the

Board, provided that the Investor 1 holds at least 5% of

the issued and paid-up capital on a fully diluted basis, who does not hold any executive position in any Person engaged in the Business, provided that if any Person holding non-executive position in any Person engaged in the Business, is appointed as an Investor Director, then such Person so appointed shall be required to be bound by suitable non-disclosure undertakings with respect to Confidential Information pertaining to the Company and the Subsidiaries, that may be received in connection with the appointment of such Person as an Investor Director. It is hereby clarified that Investor 2 shall not have a right to appoint nominee directors on the Board, and

Article 43 (g): Promoters right to appoint two directors

on the Board

43(g): Promoters may nominate two directors on the Board, who shall be the representative of the Promoters on the Board, provided that the Promoters cumulatively hold at least 5% of the issued and paid-up capital on a fully diluted basis.

Part B of the Articles of Association

Article 18.3: Upside sharing arrangement inter- se Investors (Client Ebene Limited and CVCIGP II Employee Ebene Limited) and Promoters of the Company.

18.3: Each of the Investors agrees that following the provision of full cash exit to such Investor in compliance with the Transaction Documents, in the event that such Investor's Inflows are (following payouts of employee incentives pursuant to the Shareholders Agreement) in excess of the Investor Benchmark Rate, such Investor agrees to share 30% of such excess of Inflows over the Investor Benchmark Rate with the Key Promoters ("Promoter Upside Entitlement"). The requirement to share the Promoter Upside Entitlement may be provided by such Investor at its sole discretion, either (a) by way of a cash payment, subject to withholding of applicable taxes; or (b) by any other method determined by the Investor that achieves the same commercial effect.

The method by which the payment of the Promoter Upside Entitlement shall be determined at the sole discretion of the Investors without diluting in any manner the Investors' rights set out in these Articles.

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Article 2.1: Associated definitions for the calculation of upside sharing arrangement

2.1:

"Outflow" means all amounts comprising an Investor's Investment Amount, being the US$ amount actually remitted by such Investor;

"Inflows" means all amounts which received by an	"Tax" means: (i) all forms of tax (direct and indirect),
Investor, including, without limitation, any dividends or	levy, duty (including stamp duties), charge, impost,
other distributions, repayments, redemptions, buybacks	withholding or other amount, whenever or wherever
or interest received from the Company in respect of	created or imposed by, or payable to any Tax Authority
the Shares held by that Investor (including any shares	in India wherever payable on own account or in a
into which those Shares have converted) and any	representative	capacity, including	without limitation
proceeds from the sale of those Shares (or any shares	in relation to income, profits, gains, net wealth, asset
into which those Shares have converted), and in each	values, turnover, expenditure, capital gains, withholding,
case as reduced by the amount of any Tax (including	employment, payroll, fringe benefits and franchise taxes
any surcharge, fees, interest, penalty or other amounts	(including surcharges and cess); and (ii) all charges,
in relation to Tax) paid, payable, levied, withheld,	interest, penalties and fines incidental or relating to any
accrued or provided for in relation to such Inflows under	Tax falling within (a) above or which arise as a result of
applicable regulations and in each case as reduced by	the failure to pay any Tax on the due date or to comply
the amount of expenses or costs incurred, accrued,	with any obligation relating to Tax;
paid, provided for or reimbursed by the Investor in	RESOLVED FURTHER THAT the	Board of Directors
relation to such Inflows. Provided that where Inflows are	(hereinafter referred to as the "Board" which expression
denominated in a currency other than US$, then such
shall also include any Committee duly constituted by the
Inflows shall be converted into US$ at their respective
Board) of the Company be and is hereby authorised to
actual exchange rate for an Investor and in case of any
do all such acts, deeds or things that may be necessary,
accruals or provisions therefor, the average exchange
proper and expedient to give effect to the aforesaid
rate available on the website of the Reserve Bank of
resolution."
India, at the end of banking hours in India on the relevant
calculation date. Provided further that for the purpose	5. APPOINTMENT	OF	MR. SAMIR	PURUSHOTTAM
of this definition, the term Tax shall include all forms of	INAMDAR AS INDEPENDENT DIRECTOR AND FIXING
taxes, levies, duties, charges, impost and withholding or	OF REMUNERATION.
other amount imposed by or payable to any tax authority	To consider and if thought fit to pass with or without
in India or in countries other than India;
modification(s), the following resolution as a Special
"Investor Benchmark Rate" means the US$ cash	Resolution:
amount equal to the amount which when inserted in the	"RESOLVED	THAT pursuant to	the provisions	of
calculation of IRR as the Inflows received at the relevant
Sections 149, 150, 152 read with Schedule IV and other
calculation date (where the relevant calculation date(s)
applicable provisions,	if any, of the	Companies	Act,
is/are the date(s) of receipt of such Inflows received)
2013	("Act")	and the	Companies	(Appointment	and
would result in the Investors receiving the 25% IRR after
Qualifications of Directors) Rules, 2014, and applicable
taking in account:
provisions of the Securities and Exchange Board of
(i) all Outflows for that Investor prior to and as at the
India (Listing Obligations and Disclosure Requirements)
relevant calculation date;
Regulations, 2015 ("Listing Regulations") including
(ii) all Inflows for that Investor prior to the relevant
any	statutory	modification(s)	or	re-enactment
calculation date; and	thereof for the time being in force, and the Articles of
(iii) such part of the Inflows for that Investor as on the	Association of the Company, Mr. Samir Purushottam
relevant calculation date as required for achieving	Inamdar, DIN: 00481968, having Registration No.
the Investor Benchmark Rate;	IDDB-DI-202201-040536 of Director in Independent
"IRR" means as at the relevant calculation date, the	Director's Data Bank, and who was appointed as an
internal rate of return per annum received by an Investor	Additional Independent Director upto the ensuing AGM
with respect to that Investor's Outflows, calculated by	by the Board of Directors with effect from May 23, 2022
applying the latest version of Microsoft Excel Version	on recommendation of the Nomination & Remuneration
XIRR function to the Outflows and Inflows, in each case	Committee of the Board of Directors and in respect of
on the date upon which the cashflow was effected or	whom notice under section 160 of the Act has been
in case of any Outflows or Inflows that have not yet	received from a member proposing his candidature
occurred, the relevant calculation date, with returns	for the office of Director, be and is hereby appointed as
calculated on a daily basis but compounded annually;	an Independent Director of the Company for a period

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• term of five (5) years from May 23, 2022 to May 22, 2027 (both days inclusive) and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to Section 197, 198 read with Schedule V of the Act and other applicable provisions, Mr. Samir Purushottam Inamdar, DIN: 00481968, shall be entitled to receive fixed commission not exceeding ` 12.00 Lacs (Rupees Twelve Lacs only) per annum, plus sitting fees for attending the Board and Committee meetings during his tenure as Independent Director of the Company as may be determined by the Board from time to time.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the "Board" which expression shall also include any Committee duly constituted by the Board) be and is hereby authorised to perform all such acts, deeds, matters or things and take all such steps as may be necessary, proper or expedient to give effect to the aforesaid resolution."

6. RATIFICATION OF SANSERA ENGINEERING LIMITED EMPLOYEE STOCK OPTION PLAN 2018.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 62 and other applicable provisions, if any, of the Companies

Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, Regulation 12 of the

Securities and Exchange Board of India (Share Based

Employee Benefits And Sweat Equity) Regulations,

2021, relevant provisions of the Securities and

Exchange Board (Listing Obligations And Disclosure

Requirements) Regulations, 2015, relevant provisions of the Memorandum and Articles of Association of the

Company, and subject further to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, consent of the members be and is hereby accorded to the ratification of the Sansera Engineering Limited - Employee Stock Option Plan 2018

(the ESOP 2018) as aligned with the provisions of the Securities and Exchange Board of India (Share Based

Employee Benefits And Sweat Equity) Regulations,

2021, which was originally approved by the members of the Company vide Special Resolution on August

08, 2018 and amended on August 31, 2021 prior to initial public offer of shares of the Company, which now authorises the Board of Directors of the Company including duly constituted Nomination & Remuneration

Committee exercising the powers conferred by the Board, to create, issue, offer, and grant such number of employee stock options to eligible employees of the

Company, whether in India or overseas, determined in terms of ESOP 2018, from time to time, in one or more tranches as may be decided by the Nomination and Remuneration Committee and shall not exceed such number of options which represents 2.50% of shareholding in the Company on a fully diluted basis not exceeding 13,47,213 options.

RESOLVED FURTHER THAT the equity shares so issued as mentioned hereinbefore shall rank pari passu with the then existing equity shares of the Company in all respects including dividend.

RESOLVED FURTHER THAT in case of any corporate action (s) such as rights issues, bonus issues, split- up, consolidation, merger and sale of division and others, if any additional equity shares that are issued by the Company for the purpose of making a fair and reasonable adjustment to the options granted earlier, the above ceiling of options/ equity shares shall be deemed to be adjusted accordingly without affecting any rights or obligations of the grantees.

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 and any other applicable laws and regulations to the extent relevant and applicable to ESOP 2018.

RESOLVED FURTHER THAT the Board including duly constituted Nomination & Remuneration Committee of the Board of Directors be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things and to sign deeds, documents, letters and such other papers as may be necessary, desirable and expedient, as it may in its absolute discretion deem fit or necessary or desirable for such purpose including giving effect to this resolution with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard.

7. RATIFICATION TO EXTEND BENEFITS OF SANSERA ENGINEERING LIMITED - EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018) TO EMPLOYEES OF SUBSIDIARY COMPANY(IES) OF THE COMPANY

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 62 and other applicable provisions, if any, of the Companies

Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, Regulation 12 of the Securities and Exchange Board of India (Share Based Employee

Benefits And Sweat Equity) Regulations, 2021, relevant provisions of the Securities and Exchange Board (Listing

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