Key Resolutions for Shareholder Approval

The Board of Directors, at their meeting on May 21, 2026, approved seeking member approval through remote e-voting on the following Special Resolutions:

1. Appointment of Ms. Radhika Govind Rajan as Independent Director

  • DIN: 00499485
  • Term: Five years, from May 20, 2026, to May 19, 2031
  • Office not liable to retire by rotation
  • Fixed commission not exceeding ₹30.00 Lacs (Rupees Thirty Lacs only) per annum
  • Plus sitting fees for Board/Committee meetings and reimbursement of actual expenses
  • A special resolution is required as she will attain the age of 75 during her tenure (Regulation 17(1A) of SEBI LODR)

2. Appointment of Mr. Deepak Keshav Ghaisas as Independent Director

  • DIN: 00001811
  • Term: Five years, from May 20, 2026, to May 19, 2031
  • Office not liable to retire by rotation
  • Fixed commission not exceeding ₹30.00 Lacs (Rupees Thirty Lacs only) per annum
  • Plus sitting fees for Board/Committee meetings and reimbursement of actual expenses

3. Appointment of Mr. Venkataram Mamillapalle as Independent Director

  • DIN: 02597033
  • Term: Five years, from May 20, 2026, to May 19, 2031
  • Office not liable to retire by rotation
  • Fixed commission not exceeding ₹30.00 Lacs (Rupees Thirty Lacs only) per annum
  • Plus sitting fees for Board/Committee meetings and reimbursement of actual expenses

Background and Rationale

  • All three individuals were appointed as Additional Directors (Non-Executive Independent) by the Board on May 20, 2026, based on the recommendation of the Nomination & Remuneration Committee (NRC).
  • Their appointments are subject to shareholder approval within three months, as required by Regulation 17(1C) and 25(2A) of the SEBI Listing Regulations.
  • The Board considers them persons of integrity with relevant expertise and experience, fulfilling the conditions for appointment as Independent Directors.
  • They have given declarations confirming their independence under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI LODR, and eligibility under Section 164 of the Act.
  • The total remuneration payable to all Independent Directors shall not exceed 1% per annum of the net profits of the Company calculated under Section 198 of the Act.

Context of Change

The second term of two existing Independent Directors, Mrs. Revathy Ashok (DIN: 00057539) and Mr. Muthuswami Lakshminarayan (DIN: 00064750), will conclude on July 27, 2026. They will cease to hold office from the close of business on that date.

Postal Ballot and E-Voting Mechanics

Cut-off Date: Friday, June 12, 2026 (for determining members eligible to vote)

E-Voting Service Provider: MUFG Intime India Private Limited (formerly Link Intime India Pvt. Ltd.)

E-Voting Period: Commences Wednesday, June 17, 2026, at 9:00 AM IST and ends Thursday, July 16, 2026, at 5:00 PM IST.

Event Number (EVEN): 260264

Scrutinizer: CS Pramod SM or, in his absence, CS Biswajit Ghosh of M/s. BMP & Co., LLP, Bengaluru.

Result Declaration: The results will be declared within 2 working days from the closing of e-voting (i.e., by July 20, 2026) and will be communicated to the stock exchanges (BSE and NSE), depositories, and the RTA, and displayed on the company's website (www.sansera.in).

Communication: The notice is being sent only electronically to members whose email addresses are registered as of the cut-off date, in compliance with MCA Circulars.

Director Profiles and Expertise

Ms. Radhika Govind Rajan: Executive Vice President at DSP Investment Pvt Ltd. (Hemendra Kothari's Family Office). Over 40 years of experience in financial markets (NY & Mumbai), focusing on Private Equity and Venture investments. Holds an MSc from IIT Bombay and an MBA-equivalent from IIM Ahmedabad. Current Independent Director on boards of 3M India, Exide Industries, and Bayer CropScience.

Mr. Deepak Keshav Ghaisas: Distinguished entrepreneur and investor with a career in software, biotechnology, and venture capital. Former CFO and later CEO of India operations for I-flex Solutions Ltd. Currently Chairman of Gencoval Strategic Services and advisor at Exfinity Venture Partners. Fellow member of ICAI, ICWA, and ICSI. Chairman of the Board of Governors at IIITDM Jabalpur and Chairperson at IIIT Nagpur and Mindspace Business Parks REIT.

Mr. Venkataram Mamillapalle: Mechanical Engineering graduate with nearly 32 years of international experience in the global automotive industry. Recently retired as CEO & MD of Renault India Private Limited. Formerly held senior leadership roles in purchasing, quality, and supply chain at Tata Motors and General Motors. Expertise in procurement, global sourcing, supply chain, logistics, and quality assurance.

Additional Information

  • The letters of appointment for the new Independent Directors are available for inspection at the Registered Office of the Company.
  • No Director, Key Managerial Personnel, or their relatives (except the appointees themselves) are concerned or interested in the resolutions.
  • The explanatory statement and detailed director information form part of the notice, as required by Section 102 of the Companies Act, 2013, and Regulation 36(3) of SEBI LODR.