Sampann Utpadan India Ltd Directors Report

To,

The Members of

Sampann Utpadan India Limited

(Formerly Known as S. E. Power Limited)

Your Board of Directors takes pleasure in presenting the 15 th Boards Report, along with the summary of Standalone and Consolidated Financial Statements for the year ended March 31, 2025. Your Company has been working to improve the value proposition for all stakeholders. This report, read with the Management Discussion & Analysis and Corporate Governance Report includes governance philosophy, financial performance of the Company, business overview, opportunities and threats, and various initiatives taken by the Company.

FINANCIAL HIGHLIGHTS

The Standalone financial performance of the Company for the Financial Year 2024-25, as compared to the previous financial year, is summarized below:

(Figures In Lakhs)

Particulars	FY 2024-25	FY2023-24
Revenue from Operations	9,263.63	7,145.33
Other Income	518.94	36.77
Total Revenue	9,782.57	7182.10
Less: Expenditure except Financial Cost and Depreciation	9,383.58	6,667.80
Profit/Loss before Financial Cost, Depreciation and Tax	398.99	514.30
Less: Financial Cost	101.12	100.49
Less: Depreciation and amortization	570.07	500.94
Less: Exceptional Items	--	--
Add: Exceptional Items
Sale of the Extended Producer Responsibility (EPR) Certificate	811.26	--
Profit/Loss before Tax (PBT)	539.02	(87.13)
Less: Tax Expenses	1.40	(1.85)
Profit/Loss after Tax (PAT)	398.55	(85.27)
Balance carried to Balance Sheet	(4078.14)	(4,476.69)

MAJOR HIGHLIGHTS OF FY25

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, have

been prepared in accordance with the Indian Accounting Standards (Ind AS).

(i) Your Companys Revenue from Operations on a consolidated basis increased to Rs. 9,263.63 Lakhs for the current year as against Rs. 7,145.33 Lakhs in the previous year, recording an increase of 29.65%. Your Companys net profit increased to Rs 397.59 Lakhs for the current year as against the loss of Rs. 86.78 Lakhs in the previous year.

(ii) Your Companys sales on a standalone basis increased to Rs. 9,263.63 Lakhs for the current year as against Rs. 7,145.33 Lakhs in the previous year, an increase of 29.65%. Your Companys net profit increased to Rs. 398.55 lakh for the current year as against the loss of Rs. 85.27 lakh in the previous year.

SUBSIDIARY COMPANY

The Company has only one Wholly Owned Subsidiary, viz. Shubham Electrochem Limited. The salient features of the

financial statement of its Wholly Owned Subsidiary Company is attached herewith in form AOC-1 (Annexure-1)

DEMATERIALIZATION OF EQUITY SHARES

Equity Shares of the Company are compulsorily tradable in demat form. As of March 31, 2025, 99.95% of the Equity Shares are held in demat form, and only 21,006 Equity Shares of Rs. 10/- each out of the total Equity Shares were held in physical form.

RESERVES

There is no amount proposed to be transferred to reserves out of the profits of the Financial Year 2024-25 DIVIDEND

In the fiscal year being assessed, the Company did not make adequate profits. As a result, the Board of Directors expresses its regret for being unable to propose any dividends for the present year.

DEPOSITS

The Company has refrained from receiving any public deposits as defined by Section 73 of the Companies Act, 2013, in conjunction with the Companies (Acceptance of Deposit) Rules, 2014. Consequently, there were no outstanding amounts of principal or interest on public deposits as of the balance sheet date.

TIMELY REPAYMENT OF DEBT LIABILITIES

During the year under review, the Company has duly serviced all its debt obligations in time.

CHANGE IN THE NATURE OF BUSINESS

During under review there was no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No significant alterations, obligations, or material changes occurred that would impact the Companys financial status between the conclusion of the relevant financial year and the report date.

DETAILS OF THE REVISION OF THE FINANCIAL STATEMENT OR THE REPORT

There was no revision in the Financial Statement or the Report in respect of any of the three preceding financial years. SHARE CAPITAL

Authorized Share Capital of the Company was increased from Rs. 40,61,00,000/- comprising of 4,06,10,000 Equity Shares of Rs 10/- each to Rs. 75,00,00,000/- comprising of 7,50,00,000 Equity Shares of Rs 10/- each.

The Shareholder approved this increase in the Extra-Ordinary General Meeting of the Company held on December 11, 2024, in accordance with the provisions of the Companies Act 2013. The necessary filing in this regard was duly made with the Registrar of Companies.

There was no change in the Paid-up share capital of the Company during the year under review. The Companys paid-up equity share capital remained at Rs. 40,61,00,000/-, comprising 4,06,10,000 Equity Shares of Rs 10/- each.

Raising of funds by issuance of Warrants convertible into Equity Shares on a private placement basis

Pursuant to the shareholders approval received at Extra-ordinary General Meeting held on December 11, 2024, your Company has issued 1,05,00,000 warrants for Rs. 33.90 per warrant, each convertible into, or exchangeable for, one fully paid-up equity share of the Company of face value of Rs.10/- each to Promoter and Non-Promoters, by way of preferential issue on a private placement basis for an aggregate consideration of up to Rs. 35.595 crore.

CREDIT RATING

M/s Infomerics Valuation and Rating Pvt. Ltd. assigned the following rating to the Companys instruments:

Rating Agency	Instrument Type	Rating	Date on which Credit Rating obtained
Infomerics Valuation and Rating Private Limited	Long Term Bank Facilities	IVR BB/Stable and Withdrawn (IVR Double B with Stable Outlook and Withdrawn)	July 02, 2025

On July 2, 2025, the Company withdrew its Rating from Infomerics Valuation and Rating Private Limited and received the Withdrawal Confirmation from the rating company on July 02, 2025.

BOARD OF DIRECTORS, BOARD MEETINGS, AND KEY MANAGERIAL PERSONNEL

The Companys Board is duly constituted and complies with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to the Company and provisions of the Articles of Association of the Company. The Companys Board has been constituted with the requisite diversity, wisdom, and experience commensurate with the business of your Company.

As of March 31, 2025, there are nine (9) Directors on the Board of the Company, including two Executive Directors and Seven Independent Directors, including one Independent Woman Director on its Board.

The Directors on the Board have experience in the fields of finance, law, statutory compliance, engineering, and accounting. None of the Directors is disqualified under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2025.

APPOINTMENT/REAPPOINTMENT OF DIRECTORS OR KMP

In terms of Section 152 of the Companies Act, 2013, Mr. Sanjeetkumar Gourishankar Rath, Executive Director (DIN 08140999), is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible for re-appointment, offers himself for re-appointment as Director.

On July 23, 2025, Mr. Anant Kumar was appointed the Additional Independent Director for the Company for a term of 5 years, subject to the approval of the shareholders at the forthcoming Annual General Meeting?€”the Term of Mr. Anant Kumar, July 23, 2025, to July 22, 2030.

On November 12, 2024, Mr. Rajesh Kumar Jain, the Independent Non-Executive Director of the Company, resigned from the post of Director due to personal reasons. And there is no other material reason for his Resignation.

Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting, as required under clause 36 of SEBI (LODR) Regulations, 2015, are enclosed with the notice of Annual General Meeting.

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Rutvij Ramchandra Khangiwale resigned from the Post of Chief Financial Officer of the Company with effect from January 27, 2025.

Mr. Neeraj Kumar Mehra was appointed as Chief Financial Officer of the Company with effect from. April 10, 2025. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

BOARD MEETINGS

During the year under review, a total of Five Meetings of the Board of Directors of the Company were held, i.e., on May 23, 2024, August 12, 2024, November 11, 2024, January 24, 2025, and February 17, 2025. Details of Board composition and Board Meetings held during the financial year 2024-25 have been provided in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

The Audit Committee of the Board consists of Independent Directors, namely Mr. Ashok Jolly, as Chairman, Mr. Harvinder Kumar Arora, and Mr. Pramod Agrawal as Members. The composition, terms of reference, and details of meetings held during the year are disclosed in the Report on Corporate Governance. The Board of Directors accepted all the recommendations made by the Audit Committee. Hence, no disclosure is required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of the Audit Committee by the Board.

The Audit Committee has been duly reconstituted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted as per Section 178 (5) of the Companies Act, 2013, read with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee considers and resolves the grievances of the security holders of the company, including complaints related to the transfer of shares, non-receipt of annual reports, and non-receipt of dividends, etc. The Stakeholders Relationship committee consists of Non-Executive directors. The Stakeholders Relationship committee of the Board consists of Independent Directors, namely Mr. Naresh Kumar Jain, as Chairman, Mr. Vijay Kumar Gangal, and Mr. Pramod Agrawal as Members.

The Stakeholders Relationship Committee has been duly reconstituted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and read with Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee determines qualifications, positive attributes, and independence of a director and recommends to the Board a policy relating to the remuneration of the directors, Managerial Personnel, and other employees. The Nomination and Remuneration Committee of the Board consists of Independent Directors, namely Mr. Pramod Agrawal as Chairman, Mr. Shiv Kumar, and Mr. Ashok Jolly as Members.

The Nomination and Remuneration Committee has been duly reconstituted by the Board.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5, 2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual review of its own performance and that of its committees and individual Directors through the separate meeting of independent directors and the Board as a whole. The Board evaluated the effectiveness of its functioning, that of the Committees, and of individual directors, after taking feedback from the directors and committee members. The entire Board assessed the performance of the independent directors except the person being evaluated, in their meeting held on March 28, 2025.

A separate meeting of Independent Directors was held on March 28, 2025, to review the performance of Non-Independent Directors, performance of the Board and Committee as a whole, and performance of the Chairman of the Company, taking into account the views of Executive Directors and the Non-Executive Directors.

The performance evaluation of the Board and its constituents was conducted based on functions, responsibilities, competencies, strategy, tone at the top, risk identification and its control, diversity, and nature of business. A structured questionnaire was circulated to the members of the Board covering various aspects of the Boards functioning, Board culture, execution and performance of specific duties, professional obligations, and governance. The questionnaire is designed to assess directors knowledge, independence in business decision-making, participation in business plan

formulation, constructive engagement with colleagues, and their understanding of the companys risk profile. In addition to the above, the Chairman of the Board and/or committee is evaluated based on his leadership, coordination, and steering skills.

In the Board meeting that followed the meeting of the independent directors and the meeting of the Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

COMPLIANCE WITH THE CODE OF CONDUCT OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors and Senior Management of the Company have complied with the Companys Code of Conduct applicable to Board of Directors and Senior Management. In this regard, the Declaration signed by the Managing Director is annexed and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) read with Section 134(5) of the Companies Act,2013 with respect to Directors Responsibility Statement, the Directors, to the best of their knowledge and belief, hereby confirm that your Directors confirm that:

a) In the preparation of the annual accounts for the FY ended 31st March, 2025, the applicable accounting standards have been followed, and no material departure has been made in following the same.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give an accurate and fair view of the state of affairs of the Company as at 31st March, 2025, and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS & AUDIT REPORTS

STATUTORY AUDITOR AND STATUTORY AUDIT REPORT

M/s D Tayal & Jain, Chartered Accountants, (Firm Registration No. 011181C), was appointed as Statutory Auditors of the Company at the 11 th Annual General Meeting for a term of five years from the conclusion of the 11 th AGM till the conclusion of the 16 th AGM.

Statutory Auditors M/s D Tayal & Jain, Chartered Accountants, (Firm Registration No. 011181C) have audited the books of accounts of the Company for the financial year ended March 31, 2025, and have issued the Auditors Report thereon.

The Report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation, or adverse remark made by the Auditor in their report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and as a measure of good Corporate Governance practice, the Board of Directors, in its Meeting held on January 24, 2025, has appointed M/s. Satish Jadon & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2025, and to submit Secretarial Audit Report in Form No. MR-3. The Secretarial Auditor makes no qualification or adverse remark in the Report.

A copy of the Secretarial Audit Report received from M/s. Satish Jadon & Associates in the prescribed Form No. MR-3 is annexed to this Boards Report and marked as Annexure 2.

Further, the Board of Directors of the Company at its meeting held on July 23, 2025, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, has approved the appointment of M/s. Satish Jadon & Associates, Company Secretaries, P. R. UIN: 1028/2020, Membership No. F9512 and CoP 9810 as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the Financial Year 2025-26 up to and including the Financial Year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations

FRAUDS REPORTED BY AUDITOR UNDER SECTION 143(12)

No fraud has been detected/reported by any of the Auditors of the Company.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is required. Accordingly, such accounts and documents are made and maintained by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not granted any Loans, guarantees, or investments made under Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, there were no materially significant related party transactions that could have had a potential conflict with the interests of the Company and do not attract the provisions of Section 188(1) of the Companies Act, 2013. All the transactions entered with related parties are ordinary course of business and within arms length; therefore, the Form AOC-2 does not apply to the Company.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions, which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval(s) so granted every quarter.

The details of contracts and arrangements with related parties of your company for the financial year ended 31 st March, 2025, are given in Note 30 of the standalone financial statements of your company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Adequate Internal Financial Control systems, commensurate with the nature of the Companys business, size, and complexity of its operations, are in place and have been operating satisfactorily and effectively. During the FY under review, no material weaknesses in the design or operation of the Internal Financial Control system were reported.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY AND THE DATE OF THE REPORT

There have been no material changes that have occurred between the end of FY and the date of this report, affecting the financial position of the Company.

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

The particulars pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, to the extent applicable, are as under:

(A) Conservation of energy-

i. The company has been continually working on energy conservation and has taken and implemented various measures towards this in production, domestic lighting, and cooling facilities. The company has installed a significant number of powerless turbo ventilators throughout the entire working shed to provide ventilation using zero power. Buildings have been designed to receive adequate natural light, thus requiring no artificial lighting during the daytime. Many provisions have been made in various machines for consuming energy. During the processing line, losses have been maintained close to zero by adequate design of cables and other systems.

ii. The company has installed a solar power plant at its rubber reclamation plant for captive consumption, and the Company, at its non-conventional energy division, generates electricity by wind energy and transfers the same to power grids.

(B) Technology absorption-

i. The efforts made towards technology absorption	Its a continual process, and the drive to reach and adapt to new technology is always in progress.
ii. The benefits derived like production improvement, cost reduction, product development or import substitution	Performance improvement is a continual process with respect to productivity, delivery, quantity, cost, and safety. The company regularly follows this, and each department has set its own objective for performance improvement, which is closely monitored and regulated. With continued improvement in technology, our production rate has improved.
iii. In case imported technology (imported during the last 3 years, reckoned from the beginning of the financial year)
(a) The details of technology imported	The company is using imported machines in its reclaimed rubber division.
(b) The year of import	2013
(c) Whether technology been fully absorbed
(d) Research and developments	The company seeks regular technical support from experts in this field and undertake appropriate R&D activities depending upon future requirements.

(C) Foreign exchange earnings and Outgo-

The details of the foreign exchange exposure during the period under review are as follows:

(Figures In Lakhs)

Particulars	2024-2025	2023-2024
Total Foreign Exchange Earnings	1831.37	30.80
Total Foreign Exchange Outgo (Imported Raw material)	169.21	757.99
Total Foreign Exchange Outgo (Foreign Travel expense)	6.37	7.85

INTERNAL FINANCIAL CONTROLS

The Internal Financial Control System is an integral component of the Risk Management System of the Company. The internal financial control policies and internal audit program adopted by the Company play an essential role in safeguarding the Companys assets, preventing and detecting fraud and errors, ensuring the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including a risk management feedback loop, in which the information generated in the internal control process is reported back to the Board and Management.

A firm of Competent Chartered Accountants has been engaged by the Company to conduct an internal audit, to examine and evaluate the adequacy and effectiveness of the internal financial control system of the Company. The Audit Committee of the Board of Directors, Statutory Auditor, and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal financial control system and suggests improvements for strengthening it. The Internal Financial Control System of the Company is adequate with respect to the operations of the Company.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Board identified and reviewed the various elements of risk that the Company faces and laid out the procedures and measures for mitigating those risks. The elements of risk threatening the Companys existence are minimal. The company does not face any risks other than those that are prevalent in the industry and is taking all possible steps to overcome such risks. The main concerns include volatility in raw material prices, machinery maintenance, and market pressure.

As a part of the overall risk management strategy, all assets are appropriately insured.

HUMAN RESOURCE DEVELOPMENT

Throughout the reviewed period, the Company maintained positive industrial relations, fostering a collaborative and cooperative atmosphere.

The Company remains dedicated to offering a conducive workplace that encourages growth and exploration, ensuring a consistently harmonious and cordial environment across all levels.

REMUNERATION RECEIVED BY MANAGING/EXECUTIVE DIRECTOR FROM SUBSIDIARY COMPANY

Neither the Managing Director nor the Executive Director of the Company receives any remuneration or commission from the Subsidiary Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no such application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PRO-HIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment in the workplace. It has adopted a policy on prevention, prohibition, and redressal of sexual harassment in the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and rules made thereunder. The Directors of the Company state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has complied with the Provisions relating to the Constitution of the Internal Complaints Committee under the PSH Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the financial year ended March 31, 2025:

(a)	Number of complaints pending at the beginning of the year	-	N
(b)	Number of complaints received during the year	-	N
(c)	Number of complaints disposed of during the year	-	N
(d)	Number of cases pending at the end of the year	-	N

COMPLIANCE WITH THE MATERNITY BENEFITS ACT, 1961.

The Company has complied with the provisions of the Maternity Benefits Act,1961.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation program, which is to familiarize the new NonExecutive Director with the strategy, operations, and functions of the Company. The Executive Directors / Senior Managerial Personnel conduct meetings with the Non-Executive Directors to make them understand the Companys strategy, operations, product, and organization structure, human resources, facilities, and risk management. Through meetings and interaction among Management, Non-Executive Directors, and Independent Directors, the Company has made its best effort to ensure that Non-Executive Directors understand their roles, rights, and responsibilities in the Company.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties, and responsibilities as an Independent Director. The format of the letter of appointment is available on the Companys website.

DISCLOSURES AS PER THE PROVISION OF SECTION 197 (12) OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, information regarding employees is part of this board report annexed as Annexure-III.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with Section 134(3) (a) of the Act and the applicable rules, Annual Return of the Company as on March 31, 2025, is hosted on the website of the Company at https://www. suil.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, 2015, read with other applicable provisions, the detailed review of the operations, performance, and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report, which forms part of this Board Report as Annexure-IV.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Company in accordance with the provisions of Section 177(9) of Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has established a vigil mechanism through the Companys Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable the Directors and Employees of the Company to report genuine concerns, about unethical behavior, actual or suspected fraud or violation of Code of Conducts. The Policy also provides adequate safeguards against victimization and makes provision for direct access to the Chairman of the Audit Committee. The Policy is available on the website of the Company at www.suil.in. Details of the vigil mechanism/whistleblower are included in the Corporate Governance Report, forming part of this Report.

During the financial year 2024-25, no cases under this mechanism have been reported.

CORPORATE GOVERNANCE

The Company is committed to maintaining the reasonable standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. The Company continues to benchmark its corporate governance policies in its true sense. The report on Corporate Governance, as stipulated under the Listing Regulations, forms an integral part of this report as Annexure-V.

The requisite certificate from Secretarial Auditor Satish Jadon & Associates, Company Secretaries, confirming compliance with the conditions of corporate governance is annexed to the report on Corporate Governance.

PREVENTION OF INSIDER TRADING

The Company has implemented a Code of Conduct for Prevention of Insider Trading to regulate securities trading by Directors and designated employees. As part of this framework, the Company utilizes software with a structured digital database to maintain records of individuals with whom unpublished price-sensitive information has been shared. This database includes details of the information shared and the names of such individuals, along with their Permanent Account Numbers (PAN). The company has also complied with the extended framework for restricting trading by Designated Persons ("DPs") by freezing PAN at the security level. The full text of the Code of Conduct for Prevention of Insider Trading is accessible on the Companys website at www.suil.in

DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 ("IBC") was made against the Company during the financial year under review.

CONFIRMATIONS

a. During the year under review, the Company has not:

(i) issued equity shares with differential rights as to dividend, voting or otherwise.

(ii) issued any sweat equity shares to its directors or employees.

(iii) made any change in voting rights.

(iv) reduced its share capital or bought back shares.

(v) changed the capital structure resulting from restructuring.

(vi) failed to implement any corporate action.

b. The Companys securities were not suspended for trading during the year.

CAUTIONARY STATEMENT

Statements in this Boards Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations, or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include changes in government regulations, tax laws, economic and political developments within and outside the country, and such other factors.

ACKNOWLEDGEMENTS

The Board of Directors extends theyre thanks to customers, vendors, dealers, investors, business associates, and bankers for their ongoing backing throughout the year. We acknowledge the dedication and input of employees across all tiers, whose hard work, unity, cooperation, and support enabled us to overcome challenges.

We are grateful to the Government of India, State Governments, statutory authorities, and other government agencies for their assistance and anticipate their continued support in the future.

Place: - New Delhi		For and on behalf of Board of
Date: -August 22, 2025		Sampann Utpadan India Limited (Formerly Known as S. E. Power Limited)
	Sd/-	Sd/-
	Sachin Agarwal	Sanjeet Kumar Gourishankar Rath
	(Managing Director)	(Executive Director)
	DIN:-00007047	DIN:-08140999