To, The Members of Sampann Utpadan India Limited
(Formerly Known as S. E. Power Limited)
Your Board of Directors takes pleasure in presenting the 16th Boards Report, along with the summary of Standalone and Consolidated Financial Statements for the year ended March 31, 2026. Your Company has been working to improve the value proposition for all stakeholders. This report, read with the Corporate Governance Report and Management Discussion & Analysis, includes governance philosophy, nancial performance of the Company, business overview, opportunities and threats, and various initiatives taken by the Company.
FINANCIAL HIGHLIGHTS
The Standalone nancial performance of the Company for the Financial Year 2025 26, as compared to the previous nancial year, is summarized below:
(Figures In Lakhs)
| Particulars | FY 2025-26 | FY2024-25 |
| Revenue from Operations | 13,468.53 | 9,263.63 |
| Other Income | 891.76 | 518.94 |
| Total Revenue | 14,360.29 | 9,782.57 |
| Less: Expenditure except Financial Cost and Depreciation | 12,719.30 | 9,383.58 |
| Pro t/Loss before Financial Cost, Depreciation and Tax | 1,640.99 | 398.99 |
| Less: Financial Cost | 140.07 | 101.12 |
| Less: Depreciation and amortization | 593.15 | 570.07 |
| Less: Exceptional Items | -- | -- |
| Add: Exceptional Items | 811.26 | |
| Sale of the Extended Producer Responsibility (EPR) Certi cate | ||
| Pro t/Loss before Tax (PBT) | 907.76 | 539.02 |
| Less: Tax Expenses | 2.28 | 1.40 |
| Pro t/Loss after Tax (PAT) | 679.29 | 398.55 |
| Balance carried to Balance Sheet | (3,398.84) | (4078.14) |
MAJOR HIGHLIGHTS OF FY25
The Standalone and Consolidated Financial Statements of the Company for the nancial year ended March 31, 2026, 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. 1,34,68.53 Lakhs for the current year as against Rs. 9,263.63 Lakhs in the previous year, recording an increase of 45.39%. Your Companys net pro t increased to Rs. 678.03 Lakhs for the current year as against the Pro t of Rs. 397.58 Lakhs in the previous year.
(ii) Your Companys sales on a standalone basis increased to Rs. 1,34,68.53 Lakhs for the current year as against Rs. 9,263.63 Lakhs in the previous year, an increase of 45.39%. Your Companys net pro t increased to Rs. 679.29 lakhs for the current year as against the Pro t of Rs. 398.55 lakhs in the previous year.
SUBSIDIARY COMPANY
The Company has only one Wholly Owned Subsidiary, viz. Shubham Electrochem Limited. The salient features of the nancial 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, 2026, 99.95% of the Equity Shares are held in demat form, and only 21,006 Equity Shares of Rs. 10/- each were held in physical form.
RESERVES
There is no amount proposed to be transferred to reserves out of the pro ts of the Financial Year 2025-26
DIVIDEND
During the nancial year under review, the Company has recorded a pro t. However, after considering the Companys future business requirements, working capital needs, expansion plans, nancial commitments and the objective of strengthening its nancial position, the Board of Directors has decided not to declare any dividend for the nancial year ended March 31, 2026.
DEPOSITS
The Company has refrained from receiving any public deposits as de ned 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 the year under review, there was no change in the nature of the Companys business.
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 signi cant alterations, obligations, or material changes occurred that would impact the Companys nancial status between the conclusion of the relevant nancial 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 nancial years.
CHANGE IN SHARE CAPITAL
During the nancial year under review, there was no change in the Authorised Share Capital of the Company:
During the year under review, on 30th of September, 2025, the Company allotted 82,00,000 Equity Shares on Conversion of Warrants into Equity Shares. The Paid-up Share Capital of the Company increased to Rs. 48,81,00,000, comprising 4,88,10,000 Equity Shares of Rs. 10/- each, from Rs. 40,61,00,000/-, comprising 4,06,10,000 Equity Shares of Rs 10/- each.
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 the 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 Companys business.
As of March 31, 2026, 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 nance, law, statutory compliance, engineering, and accounting. None of the Directors is disquali ed under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2026.
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 November 07, 2025, Mr Pramod Agarwal, the Independent Non-Executive Director of the Company, resigned from the post of Director and from the Chairmanship/Membership of Committees due to personal reasons. There is no other material reason for his Resignation.
On August 11, 2026, Mr Shiv Kumar, the Independent Non-Executive Director of the Company, resigned from the post of Director and from the Membership of the Nomination and Remuneration Committee of the Company due to personal reasons. 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 disquali ed under Section 164 of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Neeraj Kumar Mehra was appointed as Chief Financial Of cer 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 their 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 Seven Meetings of the Board of Directors of the Company were held, i.e., on April 10, 2025, April 22, 2025, July 23, 2025, August 22, 2025, September 30, 2025, October 17, 2025, and January 23, 2026. Details of Board composition and Board Meetings held during the nancial year 2025-26 are provided in the Corporate Governance Report, which forms part of this Report.
AUDIT COMMITTEE
The Audit Committee has been constituted in accordance with Section 177 of the Companies Act, 2013, read with Regulation 18 of the Listing Regulations. The Committee consists of Independent Directors, namely Mr Ashok Jolly, as Chairman, Mr Harvinder Kumar Arora, and Mr Anant Kumar. 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, regarding the Boards rejection of any recommendations of the Audit Committee.
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 companys security holders, including complaints related to the transfer of shares, non-receipt of annual reports, and non-receipt of dividends. The Stakeholders Relationship Committee consists of Non-Executive Independent Directors. The Stakeholders Relationship Committee of the Board consists of Independent Directors, namely Mr Naresh Kumar Jain, as Chairman, Mr Vijay Kumar Gangal, and Dr. Anuradha Sunil 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 quali cations, 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. Ashok Jolly as Chairman, Mr. Harvinder Kumar Arora, and Dr. Anuradha Sunil as Members.
Mr Shiv Kumar resigned from all the Positions of the Company w.e.f August 11, 2026. Accordingly, Mr Harvinder Kumar Arora was appointed as a member of the Nomination and Remuneration Committee of the Company w.e.f August 27, 2026.
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, at its meeting held on February 23, 2026.
A separate meeting of Independent Directors was held on February 23, 2026, 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 identi cation 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 speci c 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 pro le. 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 con rm that your Directors con rm that:
a) In the preparation of the annual accounts for the FY ended 31st March, 2026, 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, 2026, and of the pro t of the Company for the year ended on that date;
c) they have taken proper and suf cient 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 nancial controls to be followed by the Company and that such internal nancial 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
In terms of appointment of M/s D Tayal & Jain, Chartered Accountants (Firm Regd. No. 011181C), in the 11th Annual General Meeting of the Company held on September 29, 2021, the term of M/s D Tayal & Jain, Chartered Accountants as Statutory Auditors will be completed at conclusion of 16th Annual General Meeting and in terms of provisions of Section 139 (1) of Companies Act, 2013, M/s D Tayal & Jain, Chartered Accountants shall not be eligible for re-appointment as Statutory Auditors of the Company, Accordingly, Company has approached M/s V Doogar And Associates Chartered Accountants, (Firm Regd. No. 042757N), and received consent from the Audit Firm for proposed appointment.
Accordingly, on recommendation of the Audit Committee, the Board recommends to the Shareholders in the ensuing Annual General Meeting for appointment of M/s V Doogar and Associates, Chartered Accountants as Statutory Auditors of the Company for ve consecutive years commencing from the conclusion of the 16th Annual General Meeting till the Conclusion of the 21st Annual General Meeting of the Company.
The Report given by the Statutory Auditor on the Financial Statement of the Company for the Financial Year 2025-26 is part of the Annual Report. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any quali cation, reservation or adverse remark.
SECRETARIAL AUDIT REPORT
M/s. Satish Jadon & Associates, Practising Company Secretaries, has been appointed as the Secretarial Auditor of the Company for a period of ve consecutive years from Financial Year 2025-2026.
M/s. Satish Jadon & Associates, Practising Company Secretaries, has conducted the Secretarial Audit for the said Financial Year in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder. The Secretarial Audit report for the Financial Year 2025-26 is attached herewith. The Secretarial Audit Report and the Secretarial Compliance Report for the Financial Year 2025-2026 does not contain any quali cation, Reservation, or adverse remark.
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.
FRAUDS REPORTED BY AUDITOR UNDER SECTION 143(12)
No fraud has been detected/reported by any of the Companys Auditors.
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 speci ed 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.
COST AUDITORS
The Board of Directors, at its meeting held on 25th April 2026, has appointed M/s Y S Thakar & Co., Cost Accountants, having Firm Regd. No. 000318, as the Cost Auditors to conduct the audit of the cost records of the Company for the nancial year 2026-27 on a remuneration of Rs. 37,500/- plus applicable taxes and reimbursement of out-of-pocket expenses.
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 signi cant related party transactions that could have had a potential con ict 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 nancial year ended 31st March, 2026, are given in Note 29 of the standalone nancial 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 signi cant 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 nancial 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) Steps taken or impact on conservation of energy:
Energy use is being optimised through improved operational methods. Continuous efforts are being made to optimise and conserve energy by improving the production process.
(II) The steps taken by the company for utilising alternate sources of energy:
Your Company installed and commissioned 800 kW of rooftop and ground-mounted solar Power panels at the Register Of ce/ Factory Plant Situated at the Vadodara Plant in February 2022. A solar photovoltaic system is installed in the available shadow-free area on the terraces of the plant building and the Ground of the Plant to generate grid-synchronised electricity, which is connected to the electrical distribution grid. The following are the relevant details:
| Particulars | Units | Value in Crore ( ) |
| Total energy consumption | 1,23,71,390 | 10.42 |
| Solar energy produced and consumed | 14,06,160 | 1.04 |
| Energy saved during FY 2025-26 | 14,06,160 | 1.04 |
1) 800 KW roof & ground mounted Solar Power plant installed & commissioned in FEBRUARY 2022 in factory premises of Rs 3.40 Crores for captive use.
2) 4 MW Ground mounted Solar power plant installed & commissioned on 6th March 2026 in Desar District on 59000 SQ. MTR. land for captive use, with total investment in Land and Plant of Rs 17.47 Crores, generating monthly 6 to 7 Lakhs units.
B. Technology absorption
The Company continues to focus on improving its manufacturing processes, product quality, operational ef ciency and productivity through appropriate use and absorption of technology. During the nancial year under review, the Company made continuous efforts towards the optimisation of production processes, the reduction of wastage, the improvement of energy ef ciency, and the enhancement of product quality.
The Company has adopted and implemented suitable technological measures in its Rubber Reclaim Division to improve process ef ciency, quality consistency, and resource utilisation. The Company also periodically evaluates technological developments and incorporates appropriate improvements wherever commercially and operationally feasible.
During the year under review:
l The Company continued to utilise the existing technology effectively in its manufacturing operations. l Continuous efforts were made towards improvement in production ef ciency and quality of products. l The Company undertook process improvements aimed at reducing wastage and optimising consumption of raw materials and energy. l There was no material change in the technology used in the Companys manufacturing operations during the year. l The Company continues to explore opportunities for adoption of improved technologies for enhancing productivity, quality and operational ef ciency.
Details of technology imported during the last three nancial years:
During the nancial year under review, the Company did not import any signi cant technology requiring disclosure under the applicable provisions. Accordingly, details relating to the year of import, whether the technology has been fully absorbed and areas where absorption has not taken place are not applicable.
Expenditure incurred on Research and Development:
The Company did not incur any signi cant expenditure on independent Research and Development activities during the nancial year under review. However, continuous process improvements and product quality enhancement initiatives are undertaken as integral parts of the Companys manufacturing operations.
C. Foreign exchange earnings and Outgo-
The details of the foreign exchange exposure during the period under review are as follows:
(Figures In Lacs.)
| Particulars | 2025-2026 | 2024-2025 |
| Total Foreign Exchange Earnings (Export) | 2855.98 | 1831.37 |
| Total Foreign Exchange Outgo (Imported Raw material) | 604.91 | 169.21 |
| Total Foreign Exchange Outgo (Foreign Travel expense) | 4.30 | 6.37 |
INTERNAL FINANCIAL CONTROLS
The Internal Financial Control System is an integral component of the Companys Risk Management System. The internal nancial 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 nancial disclosures.
The Board has adopted procedures to ensure the orderly and ef cient conduct of its business, including a risk management feedback loop in which information generated in the internal control process is reported back to the Board and Management.
A rm 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 nancial 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 ndings and corrective actions taken.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal nancial control system and recommends improvements to strengthen it. The Companys Internal Financial Control System is adequate with respect to the Companys operations.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Board identi ed and reviewed the various risks the Company faces and outlined the procedures and measures to mitigate them. The elements of risk threatening the Companys existence are minimal. The Company does not face any risks other than those prevalent in the industry and is taking all possible steps to mitigate them. 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 providing a conducive workplace that fosters growth and exploration, ensuring a consistently harmonious and cordial environment at 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.
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 the 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 the rules made thereunder. The Directors of the Company state that during the year under review, no case was led 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 POSH Act, 2013.
The following is a summary of sexual harassment complaints received and disposed of during the nancial year ended March 31, 2026:
| (a) Number of complaints pending at the beginning of the year | Nil |
| (b) Number of complaints received during the year | Nil |
| (c) Number of complaints disposed of during the year | Nil |
| (d) Number of cases pending at the end of the year | Nil |
COMPLIANCE WITH THE MATERNITY BENEFITS ACT, 1961.
The Company has complied with the provisions of the Maternity Bene ts Act,1961.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Every new Independent Director of the Board attends an orientation program, which is to familiarise the new Non-Executive 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.
STATEMENT OF DEVIATION OR VARIATION IN UTILISATION OF FUNDS
During the nancial year under review, there was no deviation or variation in the utilisation of funds raised by the Company from the objects stated in the offer document/prospectus. The funds raised have been utilised for the purposes for which they were raised.
Hence, no deviation or variation has been reported during the year.
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 annexed as Annexure-III to this report.
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 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 nancial year 2025 26, 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 certi cate from Secretarial Auditor Satish Jadon & Associates, Company Secretaries, con rming 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 nancial 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 in uence 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 27, 2026 | 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 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.