Sampark India Logistics Ltd Directors Report

To,

The Members of *

M/s SAMP ARK INDIA LOGISTICS LIMITED

New Delhi

The Board of Directors submit their 13^th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS *

The financial performance of the Company for the year ended 31^st March, 2025 is summarized as under:

2. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

3. MANAGEMENT OF THE COMPANY

There is are following changes in the management of the Company during the Financial Year 2024-

2025-

a) Designation of Mr. Sanjay Kumar Rathi has been changed from Director to Managing Director w.e.f 17/05/2024.

b) Designation of Mrs. Renu Rathi has been changed from Director to Executive Director w.e.f. 17/05/2024.

c) Mr. Himanshu Anand has been appointed as a Non- Executive Director of the Company w.e.f. 17/05/2024.

d) Mr. Sudarshan Jain has been appointed as Chief Financial Officer (CFO) of the Company w.e.f. 12/12/2024.

e) Ms. Ritika Bachhawat has been appointed as WholV(- time Company Secretary of the

Company W.e.f. 12/12/2024. .

f) Mr. Sandeep Kumar Sinha has been appointed as an Independent Director of the Company w.e.f. 16/12/2024.

g) Mr. Praveen Singh has been appointed as an Independent Director of the Company w.e.f. 16/12/2024.

4. DETAIL OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company as on 31.03.2025.

5. DEPOSITS

The company has not accepted any deposits in terms of Section 73 of Companies Act, 2013.

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6. DETAIL OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There arc no such significant & material orders passed by the regulators/courts/tribunal during the financial year.

7. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate systems of internal financial controls in the Company.

8. WEBLINK OF ANNUAL RETURN

The Annual Return of the Company for the Financial Year 2024-25 will be available on following URL : https://silpi.rathigroup.info/annual-retum .

13 REPORT^{ATION Ar>VKRS}-^-^REMAKgi_ DISCLAIMER AND QUALIFICATION ON AUDITORS

Audltors ^{lf &ny on the} Accounts for the period under report have been suitably explained m the notes on Accounts and did not require any further clarification.

14‘ g^^RTIC_ULARS OF LOANS. GUARANTEE OR INVESTMENTS UNDER SECTION 186

l he Company _has not given any loans, or given any guarantee or provided any securities in ion wit any loan to any other body corporate or person and the Company has not made any

n es ments uring the financial year in excess of the limits specified under Section 186 of the Companies Act, 2013.

15‘ ^PARTICULARS OF contract or arrangements with the related party refferkd

TO IN SECTION 188H1 OF THE COMPANIES ACT. am a-

Related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. The same have been disclosed in the Note No. 52 of the financial statements.

16. STATE OF COMPANYS AFFAIR

The Company has earned a Profit of Rs. 8,35,32,498/- from its operation during the year. The Board of the Directors has the view that the Company will keep earning sufficient amount of profits in the upcoming years.

17. AMOUNT PROPOSED TO BE CARRIED TO RESERVE

Refer note no 4 of the annexed Financial statements for amount proposed to be carried (i.e. balance in statement of profit and loss account) to its Reserves.

18. DIVIDEND

The Board of Director do not recommend any dividend.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

There are no material changes and commitments affecting the financial position of the Company during the financial year.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING

AND OUTGO:

21. RISK MANAGEMENT POLICY

The Company hns laid clown sufficient procedures about risk assessment and its elimination and/or its minimization.

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Corporate Social Responsibility (CSR) apply to the company.

1 he Annual Report on CSR activities including summary of Impact Assessment Report is annexed ^ar1^ marked as Annexure I to this Report.

23. CHANGES IN SHARE CAPITAL. IF ANY

The share capital of the Company has increased from Rs. 3,00,62,500 to Ks. 9,01,87,500 during the ycai as the Company has created, issued and allotted 60,12,500 fully paid- up equity shares of the Company by way of Bonus Issue.

24. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year.

25. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any shares under Employee Stock option during the year.

26. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares during the year.

27. RECEIPT OF ANY COMMISSION/REMUNERATION BY MANAGING DIRECTOR/WHOLF, TIMF.

DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMIINFFATinw ,_TS

HOLDING OR SUBSIDIARY

There is no such transaction in the Company during the financial year.

28. STATUTORY AUDITORS

M/s SPG Associates, Chartered Accountant, was appointed as Statutory Auditor of your Company for the Financial Year 2023-2024 to fill the casual vacancy caused due to resignation of M/s D D Bahcti & Co.

I he appointment of M/s SPG Associates, Charted Accountant, as Statutory Auditor of the Company was duly approved by the members of the Company at the Annual General Meeting held on 30/09/2024 and the said Statutory Auditors were appointed for a period of 5 years from the date of such meeting till the date of Annual General Meeting to beheld in year 2029 at such remuneration

as may be decided between such Statutory Auditor & the Board of Directors or any Committee thereof.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

29. COST RECORD

The Company does not maintain cost record as the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for any of the products of the Company.

30. COST AUDITORS

The Cost Audit of the Company has not been conducted for the financial year 2024-25 as provisions of Section 148 of the Companies Act, 2013, are not applicable on the Company.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

During the period under review, no complaints were received under the policy for prohibition, prevention and redressal of sexual harassment of the women at work place.

33. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institution. i .

33. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(M)) of the Companies Act,-2013. ,

34. STATEMENT ON DECLARATION FROM HUHHfltHBfiffT DIRECTORS:

During the Financial Year 2024-25, the Company appointed Independent Directors as required under Section 149 of the Companies Act, 2013. All the Independent Directors of the Company have given a declaration of independence as required under Section 149(6) of the Companies Act, 2013 read along with Rule 5 of Companies (Appointment and Qualification of Directors) Rules, 2014.

35. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCYl OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors are of the opinion that the Independent Directors appointed during the Financial Year are person(s) of integrity and have relevant expertise and experience (including the proficiency) in line with the business and objectives of the Company.

36. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The provisions of section 177(9), related to vigil mechanism/ whistle blower policy are applicable on the Company. Accordingly, the Company has established a Vigil Mechanism and formulated a Whistle Blower Policy for Directors and employees to report genuine concerns.

The Vigil Mechanism of the Company is overseen by the Audit Committee of the Board.

The Vigil Mechanism of the Company provides adequate safeguard against victimisation of Directors and employees who avail vigil mechanism and also provides for direct access to Chairperson of Audit Committee.

The Whistle Blower Policy has been suitably disclosed on the website of the Company, at: https://silDl.rathigroun.info/policies .

Companys Policy on Directors Appointment and Remuneration including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director has been suitably disclosed at the Companys website at: https://silpl.rathigroup.info/policies .