Sampark India Logistics Ltd Directors Report

To, The Members of

M/s SAMPARK INDIA LOGISTICS LIMITED

The Board of Directors submit their 14th Board Report on the business and operations of the company together with the Audited Statement of Accounts for the financial year ended 31st March 2026.

MESSAGE TO OUR SHAREHOLDERS

Dear Shareholders, it gives me great pleasure to present to you the first Annual Report of Sampark India Logistics Limited as a listed company. Our successful listing on the SME Platform of BSE in July 2026 marks a defining milestone in our journey. On the operating front, your Company delivered a strong performance in FY 2025-26, with total income growing 11.0% to 223.79 crore and net profit growing 26.0% to 10.53 crore over the previous year. I extend my sincere gratitude to our new public shareholders for the trust they have placed in us, and to our employees, customers and business partners for their continued support.

1. FINANCIAL RESULTS AT A GLANCE

The financial performance of the Company for the year ended 31st March 2026 is summarized as under:

Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025	YoY Growth
Total Revenue	22,378.66	20,161.79	+11.00%
Total Expenditure	20,325.21	18,473.39	+10.02%
Profit before Depreciation, Interest & Tax	2,053.45	1,688.40	+21.62%
Less: Depreciation	244.69	234.10	+4.52%
Less: Finance Cost	455.95	328.87	+38.64%
Profit Before Extraordinary Items & Tax	1,352.81	1,125.43	+20.20%
Extraordinary Items	-	104.10	-
Profit before tax	1,352.81	1,229.52	10.03%
Less: Tax Expense
(1) Current tax expense	353.22	335.25
(2) Tax Previous Year	-	3.84
(3) Deferred tax charge / (Credit)	(53.01)	55.11
Net Profit/(Loss) for the period	1,052.60	835.32	26.01%
EPS (Basic & Diluted)	11.67	9.26

2. PRESENTATION OF FINANCIAL STATEMENT

The financial statements of the Company for the year ended March 31st, 2026, have been disclosed as per Division-I of Schedule III to the Companies Act, 2013.

3. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

The Companys equity shares were listed on the SME Platform of BSE Limited on 07th July 2026, pursuant to its Initial Public Offer, issued 32,40,000 fully paid equity shares of ?10/- at a issue price of ?84/- per share.

As a result of above corporate action, the paid-up share capital of the Company increased from ?9,01,87,500 (Nine Crore One Lakh Eighty-Seven Thousand and Five Hundred) to ?12,25,87,500 (Twelve Crore Twenty-Five Lakh Eighty-Seven Thousand and Five Hundred) as on date of this report.

Comparative Capital Structure from the close of financial year till issuance of this report is below:

(Amount in ? Lakhs)

Particulars	As on 31.03.2026	As on 05.09.2026
Authorised Share Capital	1300.00	1300.00
Issued Share Capital	901.87	1225.87
Subscribed Share Capital	901.87	1225.87
Paid Up Share Capital	901.87	1225.87

4. CHANGES IN SHARE CAPITAL, IF ANY

Company through its Initial Public Offer (IPO) issued 32,40,000 fully paid fresh equity shares of ?10/- each at an Issue Price of ?84/- on BSE SME platform on 07th July 2026. For complete detail please refer to point no. 3 above.

During the year under review, the Company has not:

• Issued equity shares with differential voting rights in terms of Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014;
• Issued sweat equity shares as specified under Rule 8(13) of the said Rules;
• Granted any employees stock options under Rule 12(9) of the said Rules; and
• Bought back any of its equity shares as per Section 68 of the Companies Act, 2013 read with Rule 16(4) of the said Rules.

Accordingly, the disclosures required to be made in this regard are not applicable to the Company.

5. DEMATERIALIZATION OF SHARES

All the shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted to the company is INE147701010.

6. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is annexed to and forms an integral part of this Report in Annexure-I.

7. SHARE REGISTRAR & TRANSFER AGENT (R&T)

The details of the Registrar and Share Transfer Agent of the Company are as follows:

Name	Maashita Securities Private Limited
Address	451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Delhi – 110034
Website	https://maashita.com/

8. CREDIT RATING

Currently company has not availed any Credit rating from any credit rating agency but has availed various credit facilities from Banks and NBFCs whose detail is given in Note No 5 and Note No 7 of the financial statement. The companys account with the financial creditors is regular in nature and there have been no defaults in serving interest or instalments.

9. CHANGE IN NATURE OF BUSINESS

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

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short- and long-term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

Name	Designation	Category	DIN/PAN	Date of Appointment
Mr. Sanjay Kumar Rathi	Managing Director	Promoter and Executive	01484666	01-12-2012
Mrs. Renu Rathi	Executive Director	Promoter and Executive	03532926	01-12-2012
Mr. Himanshu Anand	Non-Executive Director	Non-Independent and Non-Executive	01762078	17-05-2024
Mr. Sandeep Kumar Sinha	Independent Director	Independent and Non-Executive	07674921	16-12-2024
Mr. Praveen Singh	Independent Director	Independent and Non-Executive	09407977	16-12-2024
Mr. Sudarshan Jain	Chief Financial Officer	Key Managerial Person	AHXPJ4634M	12-12-2024
Ms. Ritika Bachhawat	Company Secretary and Compliance Officer	Key Managerial Person	CNPPB2153M	12-12-2024

A) RETIRE BY ROTATION

In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mr. Sanjay Kumar Rathi, Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

B) REDESIGNATION OF DIRECTOR

Ms. Renu Rathi (DIN:03532926), Executive Director of the Company, vide her letter dated 28th August 2026, requested the Board to reduce her present executive responsibilities and to re-designate her as a Non-Executive Director of the Company.

The Nomination and Remuneration Committee, at its meeting held on 05th September 2026, considered the said request and recommended the re-designation of Ms. Renu Rathi from Executive Director to Non-Executive Director of the Company to the Board of Directors.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 05th September 2026, approved the re-designation of Ms. Renu Rathi as a Non-Executive Director of the Company with effect from close of business hours on 05th September 2026, subject to the approval of the Members at the ensuing Annual General Meeting.

Consequent to the said re-designation, Ms. Renu Rathi shall cease to hold the office of Executive Director and Key Managerial Person (KMP) and shall continue on the Board as a Non-Executive Director, liable to retire by rotation in terms of Section 152(6) of the Companies Act, 2013.

The Board places on record its appreciation for the valuable contribution made by Ms. Renu Rathi during her tenure as Executive Director of the Company.

C) RESIGNATION AND APPOINTMENT OF CHIEF FINANCIAL OFFICER (CFO)

Mr. Sudarshan Jain, CFO, had resigned, which was duly accepted and he was relieved from his office on 03rd August 2026.

In the board meeting held on 05.09.2026, Mr. Anil Periwal has been duly appointed as the new Chief Financial Officer of the company.

11. DETAIL OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company as on 31.03.2026.

12. DEPOSITS FROM PUBLIC

The company has neither invited nor accepted or renewed any deposits from public in terms of Section 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

Pursuant to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, during the year under review, there are no such significant & material orders passed by the regulators/courts/tribunal, which may impact the going concern or future operations of the company.

14. WEBLINK OF ANNUAL RETURN

In terms of Section 92(3) and 134(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year March 31, 2026, is available on the website of the Company at https://silpl.rathigroup.info/

15. NUMBER OF MEETINGS OF THE BOARD

The schedule of Board Meetings finalized well in advance and duly communicated to all Directors to facilitate effective participation. The agenda, along with detailed explanatory notes, is circulated to the Directors prior to each meeting to enable informed decision-making. In cases of urgency, matters are also approved by way of resolution passed through circulation, in accordance with the provisions of the Companies Act, 2013. The time interval between two consecutive Board meetings has remained well within the maximum limit prescribed under the Companies Act, 2013 and Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI). The Board also periodically reviews the compliance status of all applicable laws, and appropriate corrective actions are initiated in the event of any non-compliance, if any. During the year 2025-26, the Board of Directors met Nineteen times, details are as follows:

Date	Sanjay Kumar Rathi	Renu Rathi	Himanshu Anand	Sandeep Kumar Sinha	Praveen Singh
10/04/25	Y	Y	Y	N	Y
30/04/25	Y	Y	Y	N	Y
21/05/25	Y	Y	Y	Y	Y
01/06/25	Y	Y	Y	N	N
10/07/25	Y	Y	Y	Y	Y
26/08/25	Y	Y	Y	Y	N
10/09/25	Y	Y	Y	Y	Y
28/09/25	Y	Y	Y	N	Y
16/10/25	Y	N	Y	Y	Y
27/10/25	Y	Y	Y	Y	Y
29/10/25	Y	Y	Y	N	N
29/11/25	Y	Y	Y	N	Y
02/12/25	Y	Y	Y	Y	Y
12/12/25	Y	Y	Y	Y	N
22/12/25	Y	Y	Y	Y	Y
31/01/26	Y	N	Y	Y	Y
10/02/26	Y	Y	Y	Y	Y
28/02/26	Y	Y	Y	Y	N
31/03/26	Y	Y	Y	N	Y

Following Extra-ordinary General Meeting of the Members of the Company were held during the Financial Year 2025-26:

A) Extra-ordinary General Meeting of the Members of the Company was held on 01/07/2025 to accord Initial Public Offer of equity shares of the company up to 33,36,000 fully paid up of face value 10/- at an issue price of 81/-

B) Extra-ordinary General Meeting of the Members of the Company was held on 05/09/2025 to allot up to (Thirty-Three Lakh Thirty-Six Thousand) equity shares Of Face Value Rs. 10/- and proceed with IPO.

16. COMMITTEES UNDER COMPANIES ACT 2013

AUDIT COMMITTEE

As per section 177 of the Companies Act, 2013, The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee. The Audit Committee shall consist of a minimum of three directors with independent directors forming a majority: Provided that majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement.

Our Audit Committee was constituted pursuant to a resolution of our Board Meeting dated January 02, 2025. The Audit Committee comprises of:

Name of Director	Status in Committee	Nature of Directorship
Sandeep Kumar Sinha	Chairperson	Independent Director
Praveen Singh	Member	Independent Director
Sanjay Kumar Rathi	Member	Managing Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company Secretary of the Company shall act as the Secretary of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

As per section 178 (1) of the Companies Act, 2013, The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors: Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

Our Nomination and Remuneration Committee was constituted pursuant to a resolution of our Board Meeting dated January 02, 2026. The Nomination and Remuneration Committee comprises of:

Name of Director	Status in Committee	Nature of Directorship
Praveen Singh	Chairperson	Independent Director
Sandeep Kumar Sinha	Member	Independent Director
Himanshu Anand	Member	Non-Executive Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per section 178 (5) of the Companies Act, 2013, The Board of Directors of a Company which consists of more than one thousand shareholders, debenture holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non-executive director and such other members as may be decided by the Board.

Our Stakeholders Relationship Committee was constituted pursuant to a resolution of our Board Meeting dated January 02, 2025. The Stakeholders Relationship Committee comprises of:

Name of Director	Status in Committee	Nature of Directorship
Himanshu Anand	Chairperson	Non-Executive Director
Renu Rathi	Member	Executive Director
Sandeep Kumar Sinha	Member	Independent Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company Secretary of the Company shall act as the Secretary of the Stakeholders Relationship Committee.

The committee is reconstituted w.e.f. 05.09.2026 wherein Mrs. Renu Rathi is removed from being member and Mr. Sanjay Kumar Rathi is appointed as a new member. The new committee comprises of:

Name of Director	Status in Committee	Nature of Directorship
Himanshu Anand	Chairperson	Non-Executive Director
Sanjay Kumar Rathi	Member	Managing Director
Sandeep Kumar Sinha	Member	Independent Director

17. DIRECTORS RESPONSIBILITY STATEMENT

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

i. In the preparation of the annual accounts for the financial year ended 31st March 2026 the applicable accounting standards had been followed and there were no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors had prepared the annual accounts on a going concern basis.

v. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that system were adequate and operating effectively.

18. DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the financial year ended 31st March 2026. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31st March 2026.

19. RESERVATION, ADVERSE REMARK, DISCLAIMER AND QUALIFICATION ON AUDITORS REPORT

The observations of the Auditors, if any, on the Accounts for the period under report have been suitably explained in the notes on Accounts and did not require any further clarification.

20. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

The Company has not given loans, guarantee or provided any securities in connection with any loan to other body corporate or person and has not made any investments during the financial year more than the limits specified under Section 186 of the Companies Act, 2013.

21. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH THE RELATED PARTY REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the related party transactions during the year are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and Regulation 23 of Listing Regulations. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large. All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval.

All related party transactions are disclosed in the Note No.52 of the financial statements.

The Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded on the website of the Company and can be accessed at https://silpl.rathigroup.info/policies

22. AMOUNT PROPOSED TO BE CARRIED TO RESERVE

Board doesnt propose to transfer any amount in terms of Section 134 (3) (J) of the Companies Act, 2013 for the financial year ended on March 31, 2026.

23. DIVIDEND

Considering the future expansion plans the Company has not recommended any dividend for the financial year 2025-26.

24. TRANSFER OF UNCLAIMED/UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), there was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to Fund.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Subsequent to the close of the financial year ended March 31, 2026, the Company witnessed significant developments and commitments that have positively impacted its operations and capital structure.

One of the most notable milestones was the successful completion of the Companys Initial Public Offering (IPO). The equity shares of Sampark India Logistics Limited were listed on the BSE SME Platform on 07th July 2026, marking a significant step forward in the Companys growth journey and enhancing its corporate visibility, governance, and investor confidence.

This Initial Public offer and subsequent listing have positioned the Company for enhanced transparency, improved liquidity of its shares, and greater access to capital markets, supporting future growth and stakeholder value creation.

Apart from the above, In pursuance to section 134(3) (L) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars	Remarks
(a) Conservation of Energy:	The management has taken all the necessary steps to conserve the resources to the extent possible.
Steps taken to impact on conservation	-
Steps taken for utilization of alternate sources of energy	-
Capital investment on the Conservation Equipment	-
(b) Technology Absorption	The activities of the Company are not technology intensive therefore; no efforts are required for technology absorption.
Efforts made for technology absorption	-
Benefit derived	-
Expenditure on Research & Development, if any	-
Details of technology imported, if any	-
Year of import	-
Whether imported technology fully absorbed	-
Areas where absorption of imported technology has not taken place, if any	-
(c) Foreign Exchange Earning/Outgo:
Earning	INR 167.57 Lakhs
Outgo	NIL

27. RISK MANAGEMENT POLICY

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business.

The Company has developed a very comprehensive Risk Management Policy which is approved by the Board of Directors in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. Under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders value by minimizing threats or losses and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

This Policy is available on the Companys website and can be accessed at https://silpl.rathigroup.info/policies

28. CORPORATE SOCIAL RESPONSIBILITY

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

Disclosures about CSR as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are as follows:

Company has framed its CSR Policy in accordance with the provisions of Section 135 of Companies Act, 2013 and relevant rules made thereunder.

The Company does not have a CSR Committee as the requirement of constituting a CSR Committee is not applicable on the Company.

CSR Policy and CSR Projects approved by the board are disclosed on the website of the company at https://silpl.rathigroup.info/.

The provisions of Rule 8(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 related to Impact Assessment of CSR Projects, are not applicable to the Company as the CSR obligation of the Company does not exceed amount specified therein.

Disclosure about CSR obligation of the Company:

Total CSR obligation: Average net profit of the Company as per Section 135(5) of the Companies Act, 2013 is ?8,40,72,409/-

2% of average net profit of the Company as per Section 135(5) of the Companies Act, 2013 is ?16,81,448/-

No surplus arose out of CSR Projects undertaken by the Company.

No amount is required to be set off for the financial year of the Company for the Financial Year 25-26.

Disclosure about amount spent towards CSR by the Company:

During the Financial Year 2025-26, the Company has spent ?16,81,448/- toward CSR projects under National Apprenticeship Promotion Scheme (NAPS) is a flagship scheme of the Government of India, launched in 2016 under the Ministry of Skill Development and Entrepreneurship. The primary objective of the scheme is to promote apprenticeship training and skill development of youth across the country. Under the Scheme, the employers opting for it are required to engage apprentices to the extent of a minimum of 2.5% of the total strength of the establishment. Your Company has been engaging apprentices under the Scheme, and it decided, to bring it under the ambit of its CSR activities by way of supporting a group of apprentices over and above the statutory minimum requirement of 2.5% of the total workforce.

i) The company has undertaken its CSR activities directly or through Labour Net Services India Pvt. Ltd. an eligible implementing agency and the employees of the company and their families are not the exclusive beneficiaries from the CSR projects or programs or activities.

ii) No amount is spent by the Company towards Administrative Overheads.

iii) Impact Assessment of CSR projects are not applicable on the Company.

iv) During the Financial Year 2025-26, the Company has spent a total of ?16,81,448/- toward CSR projects.

v) Entire amount required to be spent by the Company towards CSR obligation has been spent by the Company, during the Financial Year.

vi) No capital asset has been created or acquired by the Company through CSR amount spent in the Financial Year.

29. STATUTORY AUDITORS

Pursuant to the section 139 of the Companies Act, 2013, the shareholders at the 12th Annual General Meeting held on 30/09/2024 have approved the appointment of M/s SPG Associates, Chartered Accountants (FRN: 011217N) as the Statutory Auditors upto for a period of 5 years from the date of such meeting till the date of Annual General Meeting to be held in year 2029 at such remuneration as may be decided between such Statutory Auditor & the Board of Directors or any Committee thereof.

The auditors have confirmed that they are not disqualified from being re-appointed as statutory auditors of the Company. As per sub section 12 of section 143 of the Act during the financial year no fraud was reported by the Auditor of the Company in their Audit Report.

M/s SPG Associates, Chartered Accountants, Statutory Auditors of the Company, have issued their report on the financial statements of the Company for the financial year ended March 31, 2026. The Auditors have expressed an unmodified opinion on the said financial statements. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

30. SECRETARIAL AUDITOR & REPORT THEREOF

During the year under review, i.e. FY 2025-26, company was not required to appoint a Secretarial Auditor under Section 204 of the Companies Act, 2013. Hence no report is furnished.

However, as the Company is now listed, appointment of a Secretarial Auditor under Section 204 of the Companies Act, 2013 is mandatory regardless of the Companys size or turnover.

In the Board Meeting held on 05.09.2026, appointed M/s Kavita Gupta & Co, Practising Company Secretaries (S2020DE735700), for a period of One Year from the date of appointment.

31. INTERNAL AUDITOR & REPORT THEREOF

The Company is required to appoint an Internal Auditor under Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rule 2014. Mr. Anil Periwal was appointed as the Internal Auditor of the company for FY 2025-26 based on his experience of more than 25 years in the logistics and courier industry. He poses very versatile knowledge of the trade.

Considering better governance, Mr. Anil Periwal has resigned from the office of Internal Auditor and M/s A O Mittal & Associates LLP Chartered Accountants (FRN: 014640C/C400414) having Peer Reviewed Certificate 015807 valid upto 30.09.2026 have been appointed new internal auditors of the company in the board meeting held on 05.09.2026.

32. COST RECORD AND COST AUDITORS

Provisions of Section 148(1) of the Companies Act, 2013 are not applicable to service companies as the same is not specified by the Central Government of India. Hence, no auditor is appointed.

33. INTERNAL FINANCIAL CONTROL

Pursuant to Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, The Company has comprehensive internal control mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information and adherence to the Companys policies. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

The Internal Control is intended to increase transparency and accountability in an organizations process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.

34. DISCLOSURE IN BOARDS REPORT AS PER PROVISIONS OF SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-II forming integral part of this report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Corporate Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 14th Annual General Meeting.

35. CEO AND CFO CERTIFICATION

Pursuant to Regulation 15(2) of the SEBI LODR Regulations, Regulation 17(8) relating to CEO/CFO certification, is not applicable to companies listed on the SME Exchange, Accordingly, the provisions of Regulation 17(8) requiring submission of compliance certification from the Chief Executive Officer and the Chief Financial Officer do not apply to the Company. Hence, no such certificate has been provided for the year under review.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at workplace "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an "Internal Complaints Committee" for prevention and redressal of sexual harassment at workplace.

The Committee is having requisite members and is chaired by a senior woman member of the organization. The following is a summary of sexual harassment complaints received and disposed off during the year 2025-26:

Particulars	Number
Number of complaints pending at the beginning of the Financial Year	Nil
Number of complaints received during the Financial Year	Nil
Number of complaints disposed off during the Financial Year	Nil
Number of complaints unsolved at the end of the Financial Year	Nil
Number of cases pending for more than ninety days	Nil
Number of complaints pending at the closing of the Financial Year	Nil

38. 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.

39. 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.

40. COMPLIANCE WITH SECRETARIAL STANDARD

Pursuant to the approval given on April 10th 2015, by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. The said standards were further amended w.e.f. October 01, 2017. The Company is in compliance with the same.

41. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement under Regulation 25(7) to conduct a formal Familiarisation Programme for Independent Directors is not mandatorily applicable to the Company, as its equity shares are listed on the SME Platform of BSE Limited. However, as good governance practice, the Company has briefly done informal familiarisation for its Independent Directors their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

42. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 (6) of the Act and Regulation 16 of the Listing Regulations 2015 have submitted their respective declarations.

43. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Director was appointed by the Company during the financial year 2025-26. Accordingly, the disclosure required under Section 134(3)(d) read with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 is not applicable for the year under review.

44. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLEBLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, every listed company is mandatorily required to establish a Vigil Mechanism. The company has set up an initiative, under which all Directors, employees/business associates have direct access to the Chairman of the Audit Committee for this purpose. The Company promotes ethical behaviour in all its business activities and in line with the best international governance practices, company has established a system through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal.

The Policy is available at all the places possible including on its website at https://silpl.rathigroup.info/policies

No complaint was received under the mechanism during the year under consideration.

45. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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.

46. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The Companys equity shares were listed on the SME Platform of BSE Limited on 07th July 2026 and, accordingly, SCORES was not applicable during the financial year ended 31st March 2026. Upon listing, the Company has obtained SCORES authentication and put in place a process to redress investor grievances within the timelines prescribed by SEBI. No complaint has been received on SCORES since listing up to the date of this Report.

47. DETAILS OF NON-COMPLIANCE BY THE COMPANY

Company has complied with all the requirements of regulatory authorities. No penalties were imposed on the Company by any statutory authority on any matter related to capital markets during the last three years.

48. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

49. GREEN INITIATIVE

In commitment to keeping in line with the Green Initiatives and going beyond it, electronic copy of the 14th Annual General Meeting of the Company including the Annual Report for FY 2025-26 are sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

50. HUMAN RESOURCES

The Company recognizes that its employees are one of its most valuable assets and play a vital role in achieving sustainable growth and long-term success. The Company continues to focus on developing and maintaining a motivated, skilled and performance-oriented workforce.

During the Financial Year 2025-26, the Company continued to undertake various initiatives aimed at employee engagement, capability building, skill development and fostering a positive and inclusive work environment. The Company remains committed to providing its employees with opportunities for professional growth and development and to maintaining a healthy, safe and conducive workplace.

The Company places strong emphasis on employee welfare, effective communication, teamwork and performance management. Appropriate training and development initiatives are undertaken from time to time to enhance the knowledge, skills and competencies of employees in line with the evolving requirements of the business.

51. DIFFERENT POLICIES ADOPTED BY COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Companys website. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirements. The following policies have been adopted by the Board of Directors and the same is available at Companies Website.

• Policy on Determination of Material Events
• Policy of Preservation of Documents and archival
• Policy on Disclosure and Internal Procedure for Prevention of Insider Trading
• Policy And Procedures for Inquiry in Case of Leak of Unpublished Price Sensitive Information
• Policy on Whistle Blower and Vigil Mechanism
• Policy on Nomination and Remuneration
• Policy on Materiality of Related Party Transactions
• Policy for Risk Management
• Policy on Code of Conduct and Appointment of Independent Directors
• Policy on CSR

52. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to prepare and annex a detailed Report on Corporate Governance under Regulation 34(3) read with Schedule V (Paragraphs C, D and E) is not mandatorily applicable to the Company, as its equity shares are listed on the SME Platform of BSE Limited. The Company nonetheless voluntarily adheres to the corporate governance principles outlined above in the interest of good governance and investor confidence.

53. ANNUAL EVALUATION OF THE BOARD

Pursuant to Section 134(p) and Section 178(2) of the Companies Act, 2013 and applicable provisions of SEBI (LODR) Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A separate meeting of Independent Directors was held without the presence of any Non-Independent Directors to discuss, inter-alia, the performances of Non-Independent Directors, the Board as a whole and the Chairman, taking into consideration the views of Executive Directors and Non-Executive Directors. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

54. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS

The Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In terms of Section 150 of the Companies Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

Following are the Non-Executive Independent Directors as on March 31, 2026:

• Sandeep Kumar Sinha (DIN: 07674921)
• Praveen Singh (DIN: 09407977)

As stipulated by the Code for Independent Directors under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a separate meeting of the Independent Directors of the Company was held on 26.08.2025 and 18.03.2026 to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory.

55. ACKNOWLEDGMENT

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from customers, employees, vendors, as well as regulatory and government authorities.

Your Directors would also like to extend a special and heartfelt welcome to the new public shareholders of the Company, who reposed their faith in Sampark India Logistics Limited through its Initial Public Offer during the year. The Board looks forward to a long and rewarding partnership with all its shareholders and remains committed to creating sustainable value and upholding the highest standards of transparency and governance.

Your directors propose to drive the business endeavours with greater optimism and confidence.

By the order of the Board

For SAMPARK INDIA LOGISTICS LIMITED

Sanjay Kumar Rathi

Director

DIN: 01484666

Renu Rathi

Director

DIN: 03532926

Date: 05.09.2026

Place: Faridabad